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Brocade Reports Third Quarter Fiscal Year 2007 Results

               Margin Expansion Drives Improved Profitability

    SAN JOSE, Calif., Aug. 23 /PRNewswire-FirstCall/ -- Brocade(R) (Nasdaq:
BRCD), the leader in networked storage solutions that help enterprises
connect and manage their information, today reported financial results for
its third quarter of fiscal year 2007 (Q3 07), which ended July 28, 2007.
Revenues for Q3 07 were $327.5 million, slightly above the Company's
preliminary results reported on August 8, 2007. Revenues for the quarter
decreased 5% from $345.3 million reported in the second quarter of fiscal
year 2007 (Q2 07) and increased 73% from $188.9 million reported in the
third quarter of fiscal year 2006 (Q3 06). Results for Q3 07 and Q2 07
reflect the acquisition of McDATA, which closed on January 29, 2007. The
Company's third fiscal quarter is typically one of two seasonally weaker
periods.
    Commenting on the Company's third quarter results, CEO Michael Klayko
said, "Overall, we are very pleased with both our results and execution in
our third fiscal quarter. In just two quarters, we have met or exceeded the
vast majority of our target business metrics related to the acquisition of
McDATA, and have strengthened our combined profitability and business
fundamentals. We believe we are well positioned competitively and our
leadership position is unchanged."
    Reporting on a GAAP basis, net income for Q3 07 was $10.7 million, or
$0.03 per share basic and diluted. This reflects an increase from GAAP net
income of $0.8 million, or $0.00 per share basic and diluted in Q2 07, and
a decrease of 56% from GAAP net income of $24.5 million, or $0.09 per share
basic and diluted in Q3 06, which was prior to the McDATA acquisition. The
increase from Q2 07 to Q3 07 primarily reflects higher gross margin, lower
operating expenses and a lower provision for income taxes on a GAAP basis.
    Non-GAAP net income for Q3 07 was $49.5 million, or $0.13 per share
basic and $0.12 per share diluted. This reflects an increase of 6% from
non-GAAP net income of $46.6 million, or $0.12 per share basic and $0.11
per share diluted in Q2 07, and an increase of 60% from non-GAAP net income
of $31.0 million, or $0.11 per share basic and diluted in Q3 06. Non-GAAP
financial measures should be considered in addition to results prepared in
accordance with GAAP, but should not be considered a substitute for, or
superior to, GAAP results. A detailed reconciliation between GAAP and
non-GAAP information is contained in the tables included herein.
    Q3 07 Financial Highlights and Additional Financial Information
    Note: Q3 07 and Q2 07 figures include McDATA results. Other periods
shown do not include McDATA results.
    -- In Q3 07, as a percent of total, OEM revenues were 84% and
       Channel/Direct were 16%.  This compares to 85% and 15%, respectively in
       Q2 07 and 92% and 8%, respectively in Q3 06. Three OEM customers, EMC,
       HP, and IBM, each accounted for 10% or more of total revenues and
       together represented approximately 64% of total revenues in Q3 07.  The
       same three customers each accounted for 10% or more of total revenues
       and together represented approximately 67% of total revenues in Q2 07
       and 74% in Q3 06.
    -- In Q3 07, as a percent of total, domestic revenue was 58% and
       international was 42%.  This compares to 65% and 35%, respectively in
       Q2 07 and 65% and 35%, respectively, in Q3 06.
    -- Service revenue accounted for 14% of total revenue in Q3 07, compared
       with 13% of total revenue in Q2 07 and 8% of total revenue in Q3 06.
    -- Q3 07 non-GAAP gross margin was 55.0%, compared to non-GAAP gross
       margin of 53.4% in Q2 07 and 60.2% in Q3 06.
    -- The Company's total installed base of SAN ports is approximately 14.1
       million.
    -- Sequential Average Selling Price (ASP) declines were in the low single
       digits in Q3 07.
    -- In Q3 07 net stock-based compensation expense was $9.7 million and has
       been excluded from the Company's non-GAAP results.
    -- Q3 07 non-GAAP operating margin was 19.2%, compared to non-GAAP
       operating margin of 16.8% in Q2 07 and non-GAAP operating margin of
       17.4% in Q3 06.
    -- Q3 07 cash flow from operations was $36.3 million, compared to $46.2
       million in Q2 07 and $26.3 million in Q3 06.
    -- Cash and cash equivalents and investments at the end of Q3 07, net of
       the Company's convertible debt, were $639.2 million, compared to $674.5
       million at the end of Q2 07 and $518.6 million at the end of Q3 06.
    -- In Q3 07, the Company repurchased $81.0 million of its common stock,
       representing 9.4 million shares, compared with $59.9 million spent in
       Q2 07 to repurchase 6.3 million shares.  The Company has $132.7 million
       remaining under its $300 million stock buyback authorizations.
    -- Day sales outstanding in accounts receivable for Q3 07 were 45 days,
       compared to 40 days in Q2 07 and 38 days in Q3 06.
    -- Q3 07 capital expenditures were $14.0 million. This compares to $14.2
       million in Q2 07 and $7.5 million in Q3 06.
    -- As of July 28, 2007, the Company had 2,376 employees, compared with
       2,440 employees as of April 28, 2007 and 1,399 employees as of July 29,
       2006.  The higher number of employees at the end of Q2 07 and Q3 07
       compared to the end of Q3 06 reflects the acquisition of McDATA
       Corporation, which closed during Q2 07.


    Q3 07 Business Highlights:

    -- During the quarter, news announcements from Brocade, its business
       partners, and customers highlighted continued progress in global
       markets, professional services, and technology leadership.
    -- Brocade's global momentum continued to expand with the news that it has
       opened a world-class research and development facility in Bangalore,
       India. This opening will expand the Company's presence in India and
       accelerate development of enhancements to its data center networking
       and management solutions for global markets.
    -- The Company announced that it has bolstered its Storage Area Network
       (SAN) management solutions with greater analytic and reporting
       capabilities in the Brocade SAN Health(TM) family of proactive
       diagnostic utilities, including full support for mainframe FICON(R) and
       McDATA SAN environments.
    -- Further extending Brocade's position as an industry-leading SAN
       technology provider, the Brocade 5000 Switch was added to the HP
       B-Series portfolio of networked storage solutions.
    -- During the quarter, Brocade Access Gateway became generally available
       for IBM BladeCenter solutions. The new feature enables interoperability
       between Brocade blade SAN switches and products from other SAN switch
       and director manufacturers, while also simplifying SAN management and
       reducing costs.
    -- Brocade was recognized among the top finalists for the 2007 Microsoft
       Partner of the Year Award in the Advanced Infrastructure Solutions,
       Storage Solutions categories.  The 2007 Microsoft Partner Program
       Awards recognizes top Microsoft Partners delivering market-leading,
       Microsoft-based solutions.
    -- Brocade unveiled new capabilities that dramatically improve the backup
       and recovery of critical data in IBM and Sun Microsystems mainframe
       environments. These industry-first capabilities improve disaster
       recovery and business continuity operations by enabling faster backup
       of data to remote locations.
    -- Brocade StorageX(R) was named as a finalist in eWeek's 7th Annual
       Excellence Awards. Brocade StorageX is a Microsoft Windows-based FAN
       solution, which was recognized for its ability to improve
       enterprise-wide file data management
    Non-GAAP Financial Measures
    This press release and the related conference call contain non-GAAP
financial measures. In evaluating the Company's performance, management
uses certain non-GAAP financial measures to supplement consolidated
financial statements prepared under GAAP.
    Management believes that non-GAAP net income and other non-GAAP
measures used in this press release allows management to gain a better
understanding of the Company's comparative operating performance from
period-to-period and to its competitors' operating results. Management also
believes these non-GAAP measures help indicate the Company baseline
performance before gains, losses or charges that are considered by
management to be outside on-going operating results. Accordingly,
management uses these non-GAAP measures for planning and forecasting of
future periods and in making decisions regarding operations performance and
the allocation of resources. Management believes these non-GAAP earnings
measures, when read in conjunction with the Company's GAAP financials,
provide useful information to investors by offering:
    -- the ability to make more meaningful period-to-period comparisons of the
       Company's on-going operating results;
    -- the ability to better identify trends in the Company's underlying
       business and perform related trend analysis;
    -- a better understanding of how management plans and measures the
       Company's underlying business; and
    -- an easier way to compare the Company's most recent results of
       operations against investor and analyst financial models.
    Management excludes certain gains or losses and benefits or costs in
determining non-GAAP net income that are the result of infrequent events,
or arise outside the ordinary course of our continuing operations.
Management believes that it is appropriate to evaluate the Company's
operating performance by excluding those items that are not indicative of
ongoing operating results or limit comparability. Such items include: (i)
legal fees associated with indemnification obligations to former employees
and other related costs, (ii) SEC investigation and other related costs,
(iii) acquisition and integration costs, (iv) gain on sale of investments
and (v) gain on termination of an interest rate swap agreement.
    Management also excludes the following non-cash charges in determining
non-GAAP net income: (i) stock-based compensation and (ii) amortization of
purchased intangible assets. Because of varying available valuation
methodologies, subjective assumptions and the variety of award types,
management believes that the exclusion of stock-based compensation allows
for more accurate comparisons of our operating results to our peer
companies. Further, management believes that excluding stock-based
compensation expense allows for a more accurate comparison of our financial
results to previous periods during which our equity-based awards were not
required to be reflected on our income statement. Management believes that
the expense associated with the amortization of acquisition-related
intangible assets is appropriate to be excluded because a significant
portion of the purchase price for acquisitions may be allocated to
intangible assets that have short lives and exclusion of the amortization
expense allows comparisons of operating results that are consistent over
time for both the Company's newly acquired and long-held businesses.
    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 on non-GAAP net income.
    Limitations. These non-GAAP measures have limitations, however, because
they do not include all items of income and expense that impact the
Company. Management compensates for these limitations by also considering
the Company's GAAP results. The non-GAAP financial measures the Company
uses are not prepared in accordance with, and should not be considered an
alternative to, measurements required by GAAP, such as operating income,
net income and income per share, and should not be considered measures of
the Company's liquidity. 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. In addition, these non-GAAP financial
measures may not be comparable to similar measures reported by other
companies.
    Third Quarter Fiscal 2007 Conference Call and Web Cast Information
    Brocade management will host a conference call to discuss third quarter
fiscal 2007 results on Thursday, August 23, 2007 at 1:30 p.m. Pacific Time.
To access the live Web Cast, please visit Brocade's Website at
http://www.brocade.com/investors at least 20 minutes prior to the call to
download any necessary audio or plug-in software. A telephone replay will
be available approximately two hours after the conference ends and will be
available until 12:00 p.m. Pacific Time on August 30, 2007. A replay of the
conference call will be available via the Web Cast at
http://www.brocade.com/investors for approximately twelve months. To access
the replay, please dial 888-286-8010 for domestic access and +617-801-6888
for international callers; the access code for the telephone replay is
#44627068.
    Cautionary Statement
    This press release contains statements that are forward-looking in
nature, including statements regarding the Company's competitive position
and product and service offerings. These statements are based on current
expectations on the date of this press release and involve a number of
risks and uncertainties, which may cause actual results to differ
significantly from such estimates. The risks include, but are not limited
to, the degree of market adoption of the Company's new product and service
offerings; market competition; the effect of changes in IT spending levels;
the Company's ability to anticipate future OEM and end-user product needs
or to accurately forecast end-user demand; dependence on strategic
partners; expected synergies of the Company's acquisitions and anticipated
cost savings; and the Company's ability to manage its business effectively
in a rapidly evolving market. Certain of these and other risks are set
forth in more detail in "Item 1A. Risk Factors" in Brocade's Quarterly
report on Form 10-Q for the fiscal quarter ended April 28, 2007. 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 is the leading provider of networked storage solutions that
help organizations connect, share, and manage their information.
Organizations that use Brocade products and services are better able to
optimize their IT infrastructures and ensure compliant data management. For
more information, visit the Brocade Web site at http://www.brocade.com or
contact the company at info@brocade.com.
    Brocade, Brocade B weave logo, Fabric OS, File Lifecycle Manager,
McDATA, MyView, Secure Fabric OS, SilkWorm, and StorageX are registered
trademarks and the Brocade B-wing logo and Tapestry are trademarks of
Brocade Communications Systems, Inc., in the United States and/or in other
countries. FICON is a registered trademark of IBM Corporation in the U.S.
and other countries. All other brands, products, or service names are or
may be trademarks or service marks of, and are used to identify, products
or services of their respective owners.
                     BROCADE COMMUNICATIONS SYSTEMS, INC.
             GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share data)
                                 (unaudited)

                                   Three Months Ended     Nine Months Ended
                                   July 28,   July 29,   July 28,    July 29,
                                     2007       2006       2007        2006
    Net revenues
      Product                     $282,855    $174,209   $790,509    $500,177
      Services                      44,600      14,738    106,370      41,594
        Total net revenues         327,455     188,947    896,879     541,771

    Cost of revenues
      Product                     $131,862     $67,220   $345,153    $198,208
      Services                      29,805       9,813     73,724      25,804
        Total cost of revenues     161,667      77,033    418,877     224,012
          Gross margin             165,788     111,914    478,002     317,759
    Operating expenses:
      Research and development      54,085      42,534    154,780     121,416
      Sales and marketing           57,200      35,501    155,150     100,682
      General and administrative    12,536       8,426     33,511      23,523
      Legal fees associated with
       indemnification obligations
       and other related costs      17,984           -     38,446           -
      Acquisition and integration
       costs                         4,055           -     19,051         585
      SEC investigation and
       other related costs               -       2,990          -      10,179
      Provision for SEC settlement       -           -          -       7,000
      Amortization of intangible
       assets                        7,924         888     16,810       1,406
      Facilities lease losses            -           -          -       3,775
        Total operating expenses   153,784      90,339    417,748     268,566
    Income from operations          12,004      21,575     60,254      49,193
    Interest and other income, net  10,913       8,133     29,157      22,391
    Interest expense                (2,683)     (1,863)    (4,741)     (5,478)
    Gain on investments              1,240       2,685      1,240       2,663
    Income before provision for
     income taxes                   21,474      30,530     85,910      68,769
    Income tax provision            10,784       6,032     41,058      21,098
    Net income                     $10,690     $24,498    $44,852     $47,671

    Net income per share - Basic     $0.03       $0.09      $0.13       $0.18
    Net income per share - Diluted   $0.03       $0.09      $0.12       $0.17
    Shares used in per share
     calculation - Basic           392,450     269,417    353,627     269,794
    Shares used in per share
     calculation - Diluted         407,113     273,959    368,080     273,484



                     BROCADE COMMUNICATIONS SYSTEMS, INC.
                  GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
                                (in thousands)
                                 (unaudited)

                                                       July 28,    October 28,
                                                         2007          2006
    Assets

    Current assets:
      Cash and cash equivalents                        $374,408      $274,368
      Short-term investments                            313,902       267,694



        Total cash, cash equivalents, and               688,310       542,062
         short-term investments
      Accounts receivable, net                          162,524        98,394
      Inventories                                        21,770         8,968
      Prepaid expenses and other current assets          43,511        43,365
        Total current assets                            916,115       692,789

    Long-term investments                               117,865        40,492
    Property and equipment, net                         200,978       104,299
    Goodwill                                            434,489        41,013
    Intangible assets, net                              292,724        15,465
    Other assets                                         26,146         6,660
          Total assets                               $1,988,317      $900,718

    Liabilities and Stockholders' Equity

    Current liabilities:
      Accounts payable                                 $131,250       $56,741
      Accrued employee compensation                      76,456        62,842
      Deferred revenue                                   86,442        52,051
      Current liabilities associated with lease losses   15,629         4,931
      Purchase commitments                               43,240         6,104
      Income tax payable                                 56,594        39,076
      Other accrued liabilities                          59,485        42,811
        Total current liabilities                       469,096       264,556

    Convertible subordinated debt                       166,957             -
    Non-current liabilities associated with
     lease losses                                        21,802        11,105
    Non-current deferred revenue                         42,374         8,827
    Other non-current liabilities                         1,533             -

    Stockholders' equity
      Common stock                                    1,500,323       889,250
      Accumulated other comprehensive loss               13,583          (817)
      Accumulated deficit                              (227,351)     (272,203)
        Total stockholders' equity                    1,286,555       616,230
          Total liabilities and stockholders' equity $1,988,317      $900,718



                     BROCADE COMMUNICATIONS SYSTEMS, INC.
              GAAP CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
          For the Three Months Ended JULY 28, 2007 and JULY 29, 2006
                                (in thousands)
                                 (unaudited)

                                                          Three Months Ended
                                                          July 28,    July 29,
                                                            2007        2006

    Cash flows from operating activities:
      Net income                                          $10,690     $24,498
      Adjustments to reconcile net income to
       net cash provided by operating activities:
        Excess tax benefit from employee stock plans       (8,959)     (2,223)
        Depreciation and amortization                      28,758       8,522
        Loss on disposal of property and equipment            609         108
        Amortization of debt issuance costs                     -         446
        Net (gains) losses on investments and                   -      (2,685)
         marketable equity securities
        Non-cash compensation expense                       9,714       8,468
        Provision for doubtful accounts                     1,453         814
         receivable and sales returns
        Changes in operating assets and liabilities:



          Accounts receivable                             (12,381)     (3,865)
          Inventories                                       4,636        (936)
          Prepaid expenses and other assets                 6,920     (10,371)
          Accounts payable                                 53,453       1,661
          Accrued employee compensation                   (15,429)     (2,617)
          Deferred revenue                                  2,828       1,635
          Other accrued liabilities                       (43,137)      4,047
          Liabilities associated with lease losses         (2,866)     (1,178)
            Net cash provided by operating activities      36,289      26,324

    Cash flows from investing activities:
      Purchases of property and equipment                 (13,939)     (7,477)
      Purchases of short-term investments                (106,973)   (121,079)
      Proceeds from sales of property and equipment         1,336           -
      Proceeds from sale of marketable equity
       securities and equity investments                        -      10,185
      Purchases of restricted short-term investments            -         (50)
      Proceeds from maturities and sale of
       short-term investments                             210,326     109,971
      Purchases of long-term investments                  (60,801)       (684)
      Proceeds from maturities and sale of
       long-term investments                                5,015           -
      Proceeds from the maturities of
       restricted short-term investments                        -       1,093
      Purchases of non-marketable minority
       equity investments                                  (5,000)          -
      Decrease in restricted cash                           6,583           -
            Net cash provided (used)
             in investing activities                       36,547      (8,041)

    Cash flows from financing activities:
      Payments on capital lease obligations                    (5)          -
      Termination of interest rate swap                    (4,989)          -
      Common stock repurchases                            (81,009)    (25,276)
      Excess tax benefit from employees stock plans         8,959       2,223
      Proceeds from issuance of common stock, net          14,970       8,166
            Net cash provided (used) by financing
             activities                                   (62,074)    (14,887)

    Effect of exchange rate fluctuations on
     cash and cash equivalents                               (192)         79

    Net increase (decrease) in cash and cash equivalents   10,570       3,475
    Cash and cash equivalents, beginning of period        363,838     181,009
    Cash and cash equivalents, end of period             $374,408    $184,484



                     BROCADE COMMUNICATIONS SYSTEMS, INC.
              GAAP CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
          For the Nine Months Ended JULY 28, 2007 and JULY 29, 2006
                                (in thousands)
                                 (unaudited)

                                                            Nine Months Ended
                                                          July 28,    July 29,
                                                            2007        2006
    Cash flows from operating activities:
      Net income                                          $44,852     $47,671
      Adjustments to reconcile net income to net cash
       provided by operating activities:
        Excess tax benefit from employee stock plans       (9,120)     (8,810)
        Depreciation and amortization                      69,560      27,073
        Loss on disposal of property and equipment            812         308
        Amortization of debt issuance costs                     -       1,297



        Net (gains) losses on investments and                   -      (2,663)
         marketable equity securities
        Non-cash compensation expense                      24,443      23,366
        Provision for doubtful accounts                     3,115       1,558
         receivable and sales returns
        Provision for SEC settlement                            -       7,000
        Non-cash facilities lease loss expense                  -       3,775
        Changes in operating assets and liabilities:
          Accounts receivable                              41,354     (10,045)
          Inventories                                          51       1,871
          Prepaid expenses and other assets                (2,077)    (13,308)
          Accounts payable                                 32,515      12,124
          Accrued employee compensation                   (37,701)      8,396
          Deferred revenue                                 15,101      11,798
          Other accrued liabilities                       (61,522)      6,193
          Liabilities associated with lease losses         (5,519)     (3,586)
            Net cash provided by operating activities     115,864     114,018

    Cash flows from investing activities:
      Purchases of property and equipment                 (41,526)    (22,950)
      Purchases of short-term investments                (397,863)   (259,263)
      Proceeds of sales of property and equipment           1,336           -
      Proceeds from sale of marketable equity
       securities and equity investments                        -      10,185
      Purchases of restricted short-term investments            -      (2,216)
      Proceeds from maturities and sale of                588,159     245,455
       short-term investments
      Purchases of long-term investments                 (152,602)    (13,252)
      Proceeds from maturities and sale of                 10,862           -
       long-term investments
      Proceeds from the maturities of                           -       2,859
       restricted short-term investments
      Purchases of non-marketable minority                 (5,000)     (4,575)
       equity investments
      Cash paid in connection with
       acquisitions, net of cash acquired                  (7,704)    (59,887)
      Decrease in restricted cash                          12,422           -
      Cash acquired on merger with McDATA                 147,407           -
            Net cash provided (used) in investing
             activities                                   155,491    (103,644)

     Cash flows from financing activities:
        Payments on capital lease obligations                (712)          -
        Common stock repurchases                         (140,883)    (40,206)
        Termination of interest swap                       (4,989)          -
        Redemption of outstanding convertible debt       (124,185)          -
        Excess tax benefit from employees stock plans       9,120       8,810
        Proceeds from issuance of common stock, net        90,670      23,328
            Net cash provided (used) by
             financing activities                        (170,979)     (8,068)

    Effect of exchange rate fluctuations on
     cash and cash equivalents                               (336)        177
    Net increase (decrease) in cash and cash equivalents  100,040       2,483
    Cash and cash equivalents, beginning of period        274,368     182,001
    Cash and cash equivalents, end of period             $374,408    $184,484



                     BROCADE COMMUNICATIONS SYSTEMS, INC.
             RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME
                    (in thousands, except per share data)
                                 (unaudited)

                                                Q3 07       Q2 07      Q3 06




    Net income on a GAAP basis                 $10,690       $843     $24,498
    Adjustments:
      Stock-based compensation expense
       included in cost of revenues              3,128      2,236       1,738
      Amortization of intangible assets
       expense included in cost of revenues     11,328     11,328           -
      Total gross margin adjustments            14,456     13,564       1,738
      Legal fees associated with
       indemnification obligations and
       other related costs                      17,984     15,234           -
      SEC investigation and other
       related costs                                 -          -       2,990
      Stock-based compensation expense
       included in research and development      2,992      2,056       3,052
      Stock-based compensation expense
       included in sales and marketing           2,453      1,682       1,771
      Stock-based compensation expense
       included in general and
       administrative                            1,139        944         876
      Amortization of intangible assets
       expense included in operating expenses    7,924      7,977         888
      Acquisition and integration costs          4,055      7,564           -
        Total operating expense adjustments     36,547     35,457       9,577
          Total operating income adjustments    51,003     49,021      11,315
      Gain on termination of swap                 (367)         -           -
      Gain on investments                         (895)         -      (2,685)
      Income tax effect of adjustments         (10,937)    (3,250)     (2,152)
    Non-GAAP net income                        $49,494    $46,614     $30,976

    Non-GAAP net income per share - Basic        $0.13      $0.12       $0.11
    Non-GAAP net income per share - Diluted      $0.12      $0.11       $0.11
    Shares used in non-GAAP per share
     calculation - Basic                       392,450    395,574     269,417
    Shares used in non-GAAP per share
     calculation - Diluted                     407,113    411,989     273,959


    See explanation of non-GAAP information included herein.


SOURCE Brocade




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    Media Relations, Leslie Davis,
    +1-408-333-5260, lmdavis@brocade.com, or Investor Relations, Yin
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