Brocade Reports Fiscal Q2 2017 Results

May 25, 2017 5:37 PM EDT

SAN JOSE, CA -- (Marketwired) -- 05/25/17 -- Brocade® (NASDAQ: BRCD) today reported financial results for its second fiscal quarter, ended April 29, 2017. Brocade reported second quarter revenue of $553 million, up 6% year-over-year and down 5% quarter-over-quarter. The Company reported a GAAP diluted loss per share of $0.03, down from diluted earnings per share (EPS) of $0.11 in Q2 2016 and down from a diluted loss per share of $0.01 in Q1 2017. Non-GAAP diluted EPS was $0.10 for Q2 2017, down from non-GAAP diluted EPS of $0.22 and $0.16 in Q2 2016 and Q1 2017, respectively. The year-over-year decline in both GAAP and non-GAAP diluted EPS is primarily due to lower SAN and wired IP Networking revenue and the incremental operating expenses associated with the Ruckus Wireless acquisition. In addition, the year-over-year decline in GAAP diluted EPS also reflects the inclusion of certain acquisition-related expenses that negatively impacted Q2 2017 results. The sequential decline in the GAAP diluted loss per share and non-GAAP diluted EPS is primarily due to seasonally lower SAN revenue.

In light of the pending acquisition of Brocade by Broadcom Limited, Brocade will not provide fiscal Q3 2017 guidance and will not hold a conference call to discuss these financial results.

Key Financial Metrics:


                                                         Q2 2017    Q2 2017
                                                         vs. Q1     vs. Q2
                          Q2 2017   Q1 2017   Q2 2016     2017       2016
                        ---------- --------- --------- ---------- ----------
Revenue                 $    553M  $    581M $    523M       (5%)         6%
GAAP earnings (loss) per
 share--diluted         $  (0.03)  $  (0.01) $   0.11         93%     (126%)
Non-GAAP EPS--diluted   $   0.10   $   0.16  $   0.22       (37%)      (52%)
GAAP gross margin           62.0%      63.1%     66.9%  (1.1) pts  (4.9) pts
Non-GAAP gross margin       65.3%      66.6%     68.2%  (1.3) pts  (2.9) pts
GAAP operating margin       (1.1)%      0.7%     15.8%  (1.8) pts (16.9) pts
Non-GAAP operating
 margin                     11.1%      15.5%     22.4%  (4.4) pts (11.3) 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 $282 million was down 5% year-over-year. The decline was primarily the result of lower director and embedded switch sales, which declined 6% and 12% year-over-year, respectively. The year-over-year revenue performance was impacted by competition from alternative storage networking technologies and architectures, and customer uncertainty surrounding the pending acquisition of Brocade by Broadcom. Sequentially, SAN product revenue decreased 8%, consistent with historical seasonal revenue trends, with fixed-configuration and embedded switch revenues down 15% and 18%, respectively, partially offset by a 4% increase in director revenue.
  • IP Networking product revenue of $173 million, including $71 million of product revenue from Ruckus Wireless, was up 32% year-over-year. The increase was primarily due to added wireless revenue following the acquisition of Ruckus Wireless in the third quarter of fiscal year 2016, partially offset by lower wired switch and router revenue, due in part to Broadcom's planned divestiture of Brocade's IP Networking business. Sequentially, IP Networking product revenue was flat.

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 July 5, 2017, to stockholders of record at the close of market on June 12, 2017.

Other Q2 2017 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 2017   Q1 2017   Q2 2016
                                               --------  --------  --------
Routes to market as a % of total net revenues:
  OEM revenues                                       55%       57%       63%
  Channel/Direct revenues                            45%       43%       37%

  10% or greater customer revenues                   27%       19%       30%
Geographic split as a % of total net revenues
 (1):
  Domestic revenues                                  50%       47%       53%
  International revenues                             50%       53%       47%
Segment split as a % of total net revenues:
  SAN product revenues                               51%       53%       57%
  IP Networking product revenues                     31%       30%       25%
  Global Services revenues                           18%       17%       18%

  SAN business revenues (2)                          60%       62%       67%
  IP Networking business revenues (2)                40%       38%       33%

Additional information:                        Q2 2017    Q1 2017   Q2 2016
                                             ---------- ---------- ---------
  GAAP net income (loss) attributable to
   Brocade                                   $    (11)M $     (6)M $     43M
  Non-GAAP net income attributable to
   Brocade                                   $     43M  $     68M  $     89M
  GAAP operating income (loss)               $     (6)M $      4M  $     83M
  Non-GAAP operating income                  $     61M  $     90M  $    117M
  GAAP effective tax rate                        44.2%      45.6%      41.6%
  Non-GAAP effective tax rate                    16.1%      13.6%      20.8%
  Cash and cash equivalents                  $  1,300M  $  1,230M  $  1,428M
  Capital expenditures                       $      8M  $     12M  $     19M
  Cash provided by (used in) operations      $    108M  $     (3)M $    112M
  Days sales outstanding                       43 days    41 days    36 days
  Employees at end of period                    5,524      5,823      4,724
  SAN port shipments                              0.8M       0.9M       0.8M
  Share repurchases                          $      -   $      -   $   36.4M

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, and non-GAAP EPS. 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 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; and (ii) acquisition, divestiture, and integration costs.

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. This is due to 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 and (i) tax charges and benefits related to unusual or infrequent intercompany transactions; (ii) tax charges or benefits that are a result of the implementation of restructuring plans; and (iii) tax charges resulting from the integration of intellectual property assets from acquisitions. Management believes that the exclusion of these items from its non-GAAP tax provision provides a more meaningful measure of Brocade's operational performance 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. The risks, uncertainties and assumptions also include, but are not limited to: the risk that the proposed acquisition by Broadcom may not be completed in a timely manner or at all, which may adversely affect Brocade's business and the price of the common stock of Brocade; the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain governmental and regulatory approvals; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the proposed transaction on Brocade's business relationships, operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; risks related to diverting management's attention from Brocade's ongoing business operations; the outcome of legal proceedings that have been and may in the future be instituted against Brocade related to the merger agreement or the proposed transaction; and unexpected costs, charges or expenses resulting from the proposed transaction. Certain of these and other risks are set forth in more detail in Brocade's Form 10-Q for the fiscal quarter ended January 28, 2017, and in Brocade's Annual Report on Form 10-K for the fiscal year ended October 29, 2016. 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.

© 2017 Brocade Communications Systems, Inc. All Rights Reserved.


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

                               Three Months Ended       Six Months Ended
                             ----------------------  ----------------------
                              April 29,   April 30,   April 29,   April 30,
                                2017        2016        2017        2016
                             ----------  ----------  ----------  ----------
                                (In thousands, except per share amounts)
Net revenues:
  Product                    $  455,107  $  428,193  $  935,724  $  909,360
  Service                        97,646      95,113     198,492     188,230
                             ----------  ----------  ----------  ----------
    Total net revenues          552,753     523,306   1,134,216   1,097,590
                             ----------  ----------  ----------  ----------
Cost of revenues:
  Product                       164,738     132,208     331,393     276,305
  Service                        45,255      40,787      92,940      82,159
                             ----------  ----------  ----------  ----------
    Total cost of revenues      209,993     172,995     424,333     358,464
                             ----------  ----------  ----------  ----------
Gross margin                    342,760     350,311     709,883     739,126
Operating expenses:
  Research and development      119,545      89,263     243,048     182,520
  Sales and marketing           172,315     148,933     352,516     300,760
  General and administrative     31,016      22,791      64,513      45,220
  Amortization of intangible
   assets                         7,582         902      15,176       1,804
  Acquisition, divestiture,
   and integration costs         18,236       5,757      36,273       5,757
  Restructuring and other
   related benefits                   -           -           -        (566)
                             ----------  ----------  ----------  ----------
    Total operating expenses    348,694     267,646     711,526     535,495
                             ----------  ----------  ----------  ----------
Income (loss) from
 operations                      (5,934)     82,665      (1,643)    203,631
Interest expense                (15,949)     (9,955)    (31,442)    (19,820)
Interest and other income,
 net                              2,098       1,091       2,556       1,760
                             ----------  ----------  ----------  ----------
Income (loss) before income
 tax                            (19,785)     73,801     (30,529)    185,571
Income tax expense (benefit)     (8,753)     30,716     (13,653)     48,840
                             ----------  ----------  ----------  ----------
Net income (loss)            $  (11,032) $   43,085  $  (16,876) $  136,731
Less: Net loss attributable
 to noncontrolling interest  $      (65) $       --  $     (228) $       --
                             ----------  ----------  ----------  ----------
Net income (loss)
 attributable to Brocade
 Communications Systems,
 Inc.                        $  (10,967) $   43,085  $  (16,648) $  136,731
                             ==========  ==========  ==========  ==========
Net income (loss) per share-
 -basic attributable to
 Brocade Communications
 Systems, Inc. stockholders  $    (0.03) $     0.11  $    (0.04) $     0.34
                             ==========  ==========  ==========  ==========
Net income (loss) per share-
 -diluted attributable to
 Brocade Communications
 Systems, Inc. stockholders  $    (0.03) $     0.11  $    (0.04) $     0.33
                             ==========  ==========  ==========  ==========
Shares used in per share
 calculation--basic             408,589     400,554     406,792     404,228
                             ==========  ==========  ==========  ==========
Shares used in per share
 calculation--diluted           408,589     408,748     406,792     411,917
                             ==========  ==========  ==========  ==========

Cash dividends declared per
 share                       $    0.055  $    0.045  $    0.110  $    0.090
                             ==========  ==========  ==========  ==========



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

                                   Three Months Ended    Six Months Ended
                                  -------------------- --------------------
                                  April 29,  April 30, April 29,  April 30,
                                     2017       2016      2017       2016
                                  ---------  --------- ---------  ---------
                                                (In thousands)
Net income (loss)                 $ (11,032) $  43,085 $ (16,876) $ 136,731
Other comprehensive income and
 loss, net of tax:
  Unrealized gains (losses) on
   cash flow hedges:
    Change in unrealized gains and
     losses                             576      1,964       167       (336)
    Net gains and losses
     reclassified into earnings         251        724       436      1,350
                                  ---------  --------- ---------  ---------
  Net unrealized gains on cash
   flow hedges                          827      2,688       603      1,014
  Foreign currency translation
   adjustments                        2,023      2,070       663       (133)
                                  ---------  --------- ---------  ---------
Total other comprehensive income      2,850      4,758     1,266        881
                                  ---------  --------- ---------  ---------
Total comprehensive income (loss) $  (8,182) $  47,843 $ (15,610) $ 137,612
Less: Net loss attributable to
 noncontrolling interest                (65)        --      (228)        --
Less: Total other comprehensive
 loss attributable to
 noncontrolling interest                 (4)        --       (72)        --
                                  ---------  --------- ---------  ---------
Total comprehensive income (loss)
 attributable to Brocade
 Communications Systems, Inc.     $  (8,113) $  47,843 $ (15,310) $ 137,612
                                  =========  ========= =========  =========



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

                                                    April 29,   October 29,
                                                       2017         2016
                                                   -----------  -----------
                                                     (In thousands, except
                                                          par value)
ASSETS
Current assets:
  Cash and cash equivalents                        $ 1,299,660  $ 1,257,075
  Accounts receivable, net of allowances for
   doubtful accounts of $1,965, and $1,736 as of
   April 29, 2017, and October 29, 2016,
   respectively                                        260,343      284,344
  Inventories                                           78,467       69,355
  Prepaid expenses and other current assets             69,100       62,236
                                                   -----------  -----------
    Total current assets                             1,707,570    1,673,010
Property and equipment, net                            434,795      455,326
Goodwill                                             2,291,246    2,295,184
Core/developed technology intangible assets, net       227,199      248,938
Other intangible assets, net                           182,152      200,840
Non-current deferred tax assets                         27,995       12,736
Other assets                                            46,273       53,777
                                                   -----------  -----------
    Total assets                                   $ 4,917,230  $ 4,939,811
                                                   ===========  ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                 $   111,980  $   128,685
  Accrued employee compensation                        163,949      154,165
  Deferred revenue                                     214,103      221,940
  Current portion of long-term debt                     76,765       76,692
  Other accrued liabilities                            121,805      113,170
                                                   -----------  -----------
    Total current liabilities                          688,602      694,652
Long-term debt, net of current portion               1,472,501    1,502,063
Non-current deferred revenue                            87,352       90,051
Non-current income tax liability                        91,964      102,100
Other non-current liabilities                            4,538        5,370
                                                   -----------  -----------
    Total liabilities                                2,344,957    2,394,236
                                                   -----------  -----------
Commitments and contingencies
Stockholders' equity:
Brocade 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: 409,865 and 401,748
     shares as of April 29, 2017, and October 29,
     2016, respectively                                    410          402
  Additional paid-in capital                         1,601,809    1,514,730
  Accumulated other comprehensive loss                 (26,147)     (27,413)
  Retained earnings                                    993,767    1,055,194
                                                   -----------  -----------
    Total Brocade stockholders' equity               2,569,839    2,542,913
Noncontrolling interest                                  2,434        2,662
                                                   -----------  -----------
    Total stockholders' equity                     $ 2,572,273  $ 2,545,575
                                                   -----------  -----------
    Total liabilities and stockholders' equity     $ 4,917,230  $ 4,939,811
                                                   ===========  ===========



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

                                                       Six Months Ended
                                                   ------------------------
                                                    April 29,    April 30,
                                                       2017         2016
                                                   -----------  -----------
                                                        (In thousands)
Cash flows from operating activities:
  Net income (loss)                                $   (16,876) $   136,731
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
    Excess tax benefits from stock-based
     compensation                                       (2,220)     (10,987)
    Depreciation and amortization                       82,643       45,839
    Loss on disposal of property and equipment             464          437
    Amortization of debt issuance costs and debt
     discount                                           10,511        8,704
    Provision (recovery) for doubtful accounts
     receivable and sales allowances                     2,320       (1,083)
    Non-cash purchase accounting adjustments to
     inventory                                           3,921           --
    Non-cash stock-based compensation expense           70,745       48,833
  Changes in assets and liabilities, net of
   acquisitions:
    Accounts receivable                                 21,681       32,051
    Inventories                                         (2,177)        (424)
    Prepaid expenses and other assets                      602       (1,882)
    Deferred tax assets                                     48          (74)
    Accounts payable                                   (24,986)      (5,127)
    Accrued employee compensation                       (9,858)     (21,136)
    Deferred revenue                                   (11,536)     (11,715)
    Other accrued liabilities                          (19,708)       5,500
    Restructuring liabilities                             (330)      (1,035)
                                                   -----------  -----------
      Net cash provided by operating activities        105,244      224,632
                                                   -----------  -----------
Cash flows from investing activities:
  Purchases of non-marketable equity and debt
   investments                                              --       (2,000)
  Purchases of property and equipment                  (19,851)     (42,425)
  Net cash paid in connection with acquisitions             --       (8,061)
  Proceeds from collection of note receivable              250          250
                                                   -----------  -----------
      Net cash used in investing activities            (19,601)     (52,236)
                                                   -----------  -----------
Cash flows from financing activities:
  Payment of principal related to the term loan        (40,000)          --
  Payment of principal related to capital leases            --         (197)
  Common stock repurchases                                  --     (180,848)
  Proceeds from issuance of common stock                39,693       20,512
  Payment of cash dividends to stockholders            (44,780)     (36,445)
  Excess tax benefits from stock-based compensation      2,220       10,987
                                                   -----------  -----------
      Net cash used in financing activities            (42,867)    (185,991)
                                                   -----------  -----------
  Effect of exchange rate fluctuations on cash and
   cash equivalents                                       (191)         356
                                                   -----------  -----------
  Net increase (decrease) in cash and cash
   equivalents                                          42,585      (13,239)
  Cash and cash equivalents, beginning of period     1,257,075    1,440,882
                                                   -----------  -----------
  Cash and cash equivalents, end of period         $ 1,299,660  $ 1,427,643
                                                   ===========  ===========



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

                                               Three Months Ended
                                     --------------------------------------
                                      April 29,    January 28,   April 30,
                                         2017          2017         2016
                                     -----------   -----------  -----------
                                         (In thousands, except per share
                                                    amounts)
Non-GAAP adjustments
  Stock-based compensation expense
   included in cost of revenues      $     3,234   $     5,650  $     3,531
  Amortization of intangible assets
   expense included in cost of
   revenues                               12,679        13,060        3,193
  Purchase accounting adjustments to
   inventory                               2,384         1,537            -
                                     -----------   -----------  -----------
    Total gross margin impact from
     non-GAAP adjustments                 18,297        20,247        6,724

  Stock-based compensation expense
   included in research and
   development                             6,631        12,074        5,123
  Stock-based compensation expense
   included in sales and marketing         9,779        16,815       11,052
  Stock-based compensation expense
   included in general and
   administrative                          6,645        10,975        5,083
  Amortization of intangible assets
   expense included in operating
   expenses                                7,582         7,594          902
  Acquisition, divestiture, and
   integration costs                      18,236        18,037        5,757
                                     -----------   -----------  -----------
    Total operating income impact
     from non-GAAP adjustments            67,170        85,742       34,641

  Convertible debt interest                4,018         3,968        3,824
  Effects of certain intercompany
   transactions on the tax provision           -             -       13,670
  Income tax effect of non-GAAP
   adjustments                           (17,029)      (15,639)      (6,329)
                                     -----------   -----------  -----------
    Total net income impact from non-
     GAAP adjustments                $    54,159   $    74,071  $    45,806
                                     ===========   ===========  ===========

Gross margin reconciliation
  GAAP gross margin                  $   342,760   $   367,123  $   350,311
  Total gross margin impact from non-
   GAAP adjustments                       18,297        20,247        6,724
                                     -----------   -----------  -----------
    Non-GAAP gross margin            $   361,057   $   387,370  $   357,035
                                     ===========   ===========  ===========
  GAAP gross margin, as a percentage
   of total net revenues                    62.0%         63.1%        66.9%
  Non-GAAP gross margin, as a
   percentage of total net revenues         65.3%         66.6%        68.2%

Operating income reconciliation
  GAAP operating income (loss)       $    (5,934)  $     4,291  $    82,665
  Total operating income impact from
   non-GAAP adjustments                   67,170        85,742       34,641
                                     -----------   -----------  -----------
    Non-GAAP operating income        $    61,236   $    90,033  $   117,306
                                     ===========   ===========  ===========
  GAAP operating income (loss), as a
   percentage of total net revenues         (1.1)%         0.7%        15.8%
  Non-GAAP operating income, as a
   percentage of total net revenues         11.1%         15.5%        22.4%

Net income (loss) and net income
 (loss) per share attributable to
 Brocade reconciliation
  Net income (loss) attributable to
   Brocade on a GAAP basis           $   (10,967)  $    (5,681) $    43,085
  Total net income impact from non-
   GAAP adjustments                       54,159        74,071       45,806
                                     -----------   -----------  -----------
    Non-GAAP net income attributable
     to Brocade                      $    43,192   $    68,390  $    88,891
                                     ===========   ===========  ===========

  GAAP net income (loss) per share--
   basic attributable to Brocade     $     (0.03)  $     (0.01) $      0.11
  Total impact on net income (loss)
   per share--basic from non-GAAP
   adjustments                              0.14          0.18         0.11
                                     -----------   -----------  -----------
    Non-GAAP net income per share--
     basic attributable to Brocade   $      0.11   $      0.17  $      0.22
                                     ===========   ===========  ===========

  GAAP net income (loss) per share--
   diluted attributable to Brocade   $     (0.03)  $     (0.01) $      0.11
  Total impact on net income (loss)
   per share--diluted from non-GAAP
   adjustments                              0.13          0.17         0.11
                                     -----------   -----------  -----------
    Non-GAAP net income per share--
     diluted attributable to Brocade $      0.10   $      0.16  $      0.22
                                     ===========   ===========  ===========

  Shares used in GAAP and non-GAAP
   per share calculation--basic          408,589       404,995      400,554
                                     ===========   ===========  ===========
  Shares used in GAAP per share
   calculation--diluted                  408,589       404,995      408,748
                                     ===========   ===========  ===========
  Shares used in non-GAAP per share
   calculation--diluted                  419,614       415,861      408,748
                                     ===========   ===========  ===========

Effective tax rate reconciliation
  GAAP income (loss) before income
   tax                                   (19,785)      (10,744)      73,801
  Total operating income impact from
   non-GAAP adjustments                   67,170        85,742       34,641
  Convertible debt interest                4,018         3,968        3,824
                                     -----------   -----------  -----------
    Non-GAAP income before income tax     51,403        78,966      112,266

  GAAP income tax expense (benefit)       (8,753)       (4,900)      30,716
  Effects of certain intercompany
   transactions on the tax provision           -             -      (13,670)
  Income tax effect of non-GAAP
   adjustments                            17,029        15,639        6,329
                                     -----------   -----------  -----------
    Non-GAAP income tax expense            8,276        10,739       23,375

  GAAP income (loss) before income
   tax                                   (19,785)      (10,744)      73,801
  GAAP income tax expense (benefit)       (8,753)       (4,900)      30,716
                                     -----------   -----------  -----------
  GAAP effective tax rate                   44.2%         45.6%        41.6%
                                     ===========   ===========  ===========

  Non-GAAP income before income tax       51,403        78,966      112,266
  Non-GAAP income tax expense              8,276        10,739       23,375
                                     -----------   -----------  -----------
  Non-GAAP effective tax rate               16.1%         13.6%        20.8%
                                     ===========   ===========  ===========

BROCADE CONTACTS

Media Relations
Ed Graczyk
Tel: 408-333-1836
[email protected]

Investor Relations
Michael Iburg
Tel: 408-333-0233
[email protected]

Source: Brocade



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