Brocade Communications Systems (BRCD) 8-K/A Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

On October 3, 2017, Brocade Communications Systems, Inc. (“Brocade” or the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Extreme Networks, Inc., a Delaware corporation (“Extreme Networks”), to divest its data center switching, routing and analytics business (the “SRA Business”) to Extreme Networks (the “SRA Sale”). On October 27, 2017, the Company and Extreme Networks completed the SRA Sale.

Pursuant to the terms of the Purchase Agreement, upon the closing of the SRA Sale, Extreme Networks acquired certain assets associated with the SRA Business, assumed certain contracts and liabilities of the SRA Business, and hired certain Brocade employees associated with the SRA Business. In addition, upon the closing of the SRA Sale, Extreme Networks paid to the Company an upfront closing cash payment equal to $23 million (inclusive of $13 million representing target working capital, which is subject to a post-closingtrue-up adjustment based on the finally determined amount of working capital). Further, under the Purchase Agreement, Extreme Networks has also agreed to pay to the Company: (i) a deferred payment equal to $20 million to be paid in installments of $1 million per quarter for the first 20 full fiscal quarters of Extreme Networks following the closing of the SRA Sale, plus (ii) quarterly earnout payments equal to 50% of the profits of the SRA Business for the five-year period commencing at the end of the first full fiscal quarter of Extreme Networks following the closing of the SRA Sale. Pursuant to certain ancillary agreements, Brocade also agreed to provide Extreme Networks with access to certain technology related to the SRA Business, as well as transition services for a period of time following the closing of the SRA Sale.

Basis of Preparation

The following unaudited pro forma condensed consolidated financial statements were derived from the historical consolidated financial statements of Brocade, which were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The unaudited pro forma condensed consolidated statements of operations for the fiscal nine months ended July 29, 2017 and for each of the fiscal years ended October 29, 2016, October 31, 2015, and November 1, 2014, are presented as if the SRA Sale had occurred on October 27, 2013. The unaudited pro forma condensed consolidated balance sheet as of July 29, 2017 is presented as if the SRA Sale had occurred on July 29, 2017.

The “SRA Sale” column in the unaudited pro forma condensed consolidated financial statements also reflects pro forma adjustments which are described in the accompanying notes. The pro forma condensed consolidated financial statements do not reflect any expected cost savings, operating efficiencies or other synergies that may result from the SRA Sale. Any nonrecurring items directly attributable to the SRA Sale are adjusted in the unaudited pro forma condensed consolidated balance sheet but not adjusted in the unaudited pro forma condensed consolidated statements of operations.

The unaudited pro forma condensed consolidated financial statements reflect pro forma adjustments that are based on preliminary estimates and assumptions and other information available at the time of preparation. The Company believes that all such adjustments are (i) directly attributable to the SRA Sale, (ii) factually supportable, and (iii) expected to have a continuing impact on the Company’s future consolidated results of operations or financial condition. The unaudited pro forma condensed consolidated financial statements have been presented for illustrative and informational purposes only and are not intended to reflect or be indicative of Brocade’s results of operations or financial position had the SRA Sale occurred as of the dates presented, and should not be taken as representative of Brocade’s future consolidated results of operations or financial condition.

The Company believes that the adjustments included within the “SRA Sale” column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for presenting discontinued operations under GAAP. The estimates underlying these assumptions are preliminary and could change as the Company has not finished preparing its consolidated financial statements to be included in its Annual Report on Form10-K for the fiscal year ending October 28, 2017.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of Brocade, the accompanying notes to those financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Brocade’s Annual Report on Form10-K for the fiscal year ended October 29, 2016 and Quarterly Report on Form10-Q for the fiscal nine months ended July 29, 2017.

BROCADE COMMUNICATIONS SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Fiscal Nine Months Ended July 29, 2017

(Amounts in thousands, except per share data)

	Historical Brocade (as reported)			SRA Sale (a)			Notes	Pro Forma
Net revenues:
Product	$	1,385,273		$	(129,745	)		$	1,255,528
Service		298,209			(62,934	)			235,275
Total net revenues		1,683,482			(192,679	)			1,490,803
Cost of revenues:
Product		486,153			(80,457	)			405,696
Service		136,301			(24,479	)			111,822
Total cost of revenues		622,454			(104,936	)			517,518
Gross margin		1,061,028			(87,743	)			973,285
Operating expenses:
Research and development		360,164			(103,162	)			257,002
Sales and marketing		506,228			(79,982	)			426,246
General and administrative		92,127			(2,733	)			89,394
Settlement with dissenting stockholder of Ruckus Wireless, Inc.		8,528			—				8,528
Amortization of intangible assets		20,998			—				20,998
Acquisition, divestiture, and integration costs		49,519			—				49,519
Restructuring charges		17,801			—				17,801
Impairment of equity investments		2,870			—				2,870
Loss on sold and held for sale software product lines		24,315			—				24,315
Total operating expenses		1,082,550			(185,877	)			896,673
(Loss) income from operations		(21,522	)		98,134				76,612
Interest expense		(47,317	)		—				(47,317	)
Interest and other income, net		5,136			—				5,136
(Loss) income before income tax		(63,703	)		98,134				34,431
Income tax (benefit) expense		(27,275	)		22,619		(b)		(4,656	)
Net (loss) income		(36,428	)		75,515				39,087
Less: Net loss attributable to noncontrolling interest		(274	)		—				(274	)
Net (loss) income attributable to Brocade Communications Systems, Inc.	$	(36,154	)	$	75,515			$	39,361
Net (loss) income per share—basic attributable to Brocade Communications Systems, Inc. stockholders	$	(0.09	)					$	0.10
Net (loss) income per share—diluted attributable to Brocade Communications Systems, Inc. stockholders	$	(0.09	)					$	0.09
Shares used in per share calculation—basic		408,494			—		(c)		408,494
Shares used in per share calculation—diluted		408,494			10,458		(c)		418,952

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

BROCADE COMMUNICATIONS SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Fiscal Year Ended October 29, 2016

(Amounts in thousands, except per share data)

	Historical Brocade (as reported)			SRA Sale (a)			Notes		Pro Forma
Net revenues:
Product	$	1,959,596		$	(279,172	)			$	1,680,424
Service		386,014			(86,920	)				299,094
Total net revenues		2,345,610			(366,092	)				1,979,518
Cost of revenues:
Product		657,161			(139,145	)				518,016
Service		172,110			(28,694	)				143,416
Total cost of revenues		829,271			(167,839	)				661,432
Gross margin		1,516,339			(198,253	)				1,318,086
Operating expenses:
Research and development		413,236			(145,968	)				267,268
Sales and marketing		641,403			(178,987	)				462,416
General and administrative		110,627			(3,373	)				107,254
Amortization of intangible assets		15,661			—					15,661
Acquisition and integration costs		28,922			—					28,922
Restructuring, goodwill impairment, and other related benefits		(603	)		—					(603	)
Total operating expenses		1,209,246			(328,328	)				880,918
Income (loss) from operations		307,093			130,075					437,168
Interest income		5,251			—					5,251
Other loss, net		(979	)		—					(979	)
Interest expense		(49,327	)		—					(49,327	)
Income before income tax		262,038			130,075					392,113
Income tax expense		48,111			27,365			(b)		75,476
Net income		213,927			102,710					316,637
Less: Net income attributable to noncontrolling interest		(112	)		—					(112	)
Net income attributable to Brocade Communications Systems, Inc.	$	213,815		$	102,710				$	316,525
Net income per share—basic attributable to Brocade Communications Systems, Inc. stockholders	$	0.52							$	0.77
Net income per share—diluted attributable to Brocade Communications Systems, Inc. stockholders	$	0.51							$	0.76
Shares used in per share calculation—basic		409,058								409,058
Shares used in per share calculation—diluted		417,093								417,093

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

BROCADE COMMUNICATIONS SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Fiscal Year Ended October 31, 2015

(Amounts in thousands, except per share data)

	Historical Brocade (as reported)			SRA Sale (a)			Notes		Pro Forma
Net revenues:
Product	$	1,902,401		$	(333,727	)			$	1,568,674
Service		361,059			(80,435	)				280,624
Total net revenues		2,263,460			(414,162	)				1,849,298
Cost of revenues:
Product		587,515			(160,601	)				426,914
Service		147,872			(25,148	)				122,724
Total cost of revenues		735,387			(185,749	)				549,638
Gross margin		1,528,073			(228,413	)				1,299,660
Operating expenses:
Research and development		356,720			(148,433	)				208,287
Sales and marketing		585,230			(193,758	)				391,472
General and administrative		87,623			(4,262	)				83,361
Amortization of intangible assets		2,556			—					2,556
Acquisition and integration costs		3,942			—					3,942
Restructuring, goodwill impairment, and other related benefits		(678	)		—					(678	)
Total operating expenses		1,035,393			(346,453	)				688,940
Income from operations		492,680			118,040					610,720
Interest income		1,854			—					1,854
Other income, net		95			—					95
Interest expense		(55,578	)		—					(55,578	)
Income before income tax		439,051			118,040					557,091
Income tax expense		98,689			16,641			(b)		115,330
Net income		340,362			101,399					441,761
Less: Net income attributable to noncontrolling interest		—			—					—
Net income attributable to Brocade Communications Systems, Inc.	$	340,362		$	101,399				$	441,761
Net income per share—basic attributable to Brocade Communications Systems, Inc. stockholders	$	0.81							$	1.05
Net income per share—diluted attributable to Brocade Communications Systems, Inc. stockholders	$	0.79							$	1.03
Shares used in per share calculation—basic		420,331								420,331
Shares used in per share calculation—diluted		430,556								430,556

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

BROCADE COMMUNICATIONS SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Fiscal Year Ended November 1, 2014

(Amounts in thousands, except per share data)

	Historical Brocade (as reported)			SRA Sale (a)			Notes		Pro Forma
Net revenues:
Product	$	1,852,187		$	(282,643	)			$	1,569,544
Service		359,080			(66,938	)				292,142
Total net revenues		2,211,267			(349,581	)				1,861,686
Cost of revenues:
Product		592,441			(136,188	)				456,253
Service		153,033			(25,578	)				127,455
Total cost of revenues		745,474			(161,766	)				583,708
Gross margin		1,465,793			(187,815	)				1,277,978
Operating expenses:
Research and development		345,549			(157,281	)				188,268
Sales and marketing		554,515			(179,755	)				374,760
General and administrative		84,941			(2,796	)				82,145
Amortization of intangible assets		10,280			—					10,280
Restructuring, goodwill impairment, and other related costs		89,280			—					89,280
Gain on sale of network adapter business		(4,884	)		—					(4,884	)
Total operating expenses		1,079,681			(339,832	)				739,849
Income (loss) from operations		386,112			152,017					538,129
Interest income		665			—					665
Other income, net		3,601			—					3,601
Interest expense		(36,757	)		—					(36,757	)
Income before income tax		353,621			152,017					505,638
Income tax expense		115,650			28,560			(b)		144,210
Net income		237,971			123,457					361,428
Less: Net income attributable to noncontrolling interest		—			—					—
Net income attributable to Brocade Communications Systems, Inc.	$	237,971		$	123,457				$	361,428
Net income per share—basic attributable to Brocade Communications Systems, Inc. stockholders	$	0.55							$	0.83
Net income per share—diluted attributable to Brocade Communications Systems, Inc. stockholders	$	0.53							$	0.81
Shares used in per share calculation—basic		435,258								435,258
Shares used in per share calculation—diluted		446,859								446,859

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

BROCADE COMMUNICATIONS SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

At July 29, 2017

(Amounts in thousands)

	Historical Brocade (as reported)		SRA Sale (d)			Notes	Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	1,179,369	$	23,000		(e)	$	1,202,369
Accounts receivable, net		291,989		(37,819	)			254,170
Inventories	��	70,511		(21,283	)			49,228
Prepaid expenses and other current assets		87,128		12,316		(e)		99,444
Current assets held for sale		26,279		—				26,279
Total current assets		1,655,276		(23,786	)			1,631,490
Property and equipment, net		416,181		(25,997	)			390,184
Goodwill		2,255,326		(28,550	)			2,226,776
Core/developed technology intangible assets, net		193,959		—				193,959
Other intangible assets, net		159,041		(5,279	)			153,762
Non-current deferred tax assets		40,057		—				40,057
Other assets		41,591		9,243		(e)		50,834
Total assets	$	4,761,431	$	(74,369	)		$	4,687,062
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	97,074	$	(15,269	)		$	81,805
Accrued employee compensation		144,622		—				144,622
Deferred revenue		198,704		(37,195	)			161,509
Current portion of long-term debt		76,725		—				76,725
Other accrued liabilities		69,517		(960	)			68,557
Current liabilities held for sale		8,421		—				8,421
Total current liabilities		595,063		(53,424	)			541,639
Long-term debt, net of current portion		1,457,602		—				1,457,602
Non-current deferred revenue		85,055		(18,029	)			67,026
Non-current income tax liability		92,582		—				92,582
Othernon-current liabilities		4,330		—				4,330
Total liabilities		2,234,632		(71,453	)			2,163,179
Total Brocade stockholders’ equity		2,524,411		(2,916	)	(f)		2,521,495
Noncontrolling interest		2,388		—				2,388
Total stockholders’ equity		2,526,799		(2,916	)			2,523,883
Total liabilities and stockholders’ equity	$	4,761,431	$	(74,369	)		$	4,687,062

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

BROCADE COMMUNICATIONS SYSTEMS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial information includes the following adjustments to reflect the SRA Sale:

a) Reflects the revenues and expenses attributable to the SRA Business, which were included in the Company’s historical financial statements. Expenses include those costs directly involved in the revenue producing activity such as selling, general and administrative, marketing and research and development. Such expenses include those incurred by the Company on behalf of the SRA Business.

The pro forma condensed consolidated statements of operations exclude adjustments (i) of general corporate overhead that do not meet the requirements to qualify for discontinued operations reporting treatment under GAAP, and (ii) that arenon-recurring or not material in nature, such as the loss resulted from the SRA Sale further described in note (f) below, fees received under transition service arrangements that are short-term in nature, and SRA Sale transaction costs incurred during the applicable historical periods.

The unaudited pro forma condensed consolidated financial statements have been presented for illustrative and informational purposes only and are not intended to reflect or be indicative of Brocade’s results of operations or financial position had the SRA Sale occurred as of the dates presented, and should not be taken as representative of Brocade’s future consolidated results of operations or financial condition.

b) Represents the tax effect of the pro forma adjustments described above at the applicable statutory income tax rates.

c) The unaudited pro forma basic and diluted net income (loss) per share reflect the basic and diluted weighted-average common shares outstanding reported in the Company’s historical financial statements. Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period, less shares subject to repurchase. Diluted net income (loss) per share is computed using the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares result from the assumed exercise of outstanding stock options, assumed vesting of outstanding restricted stock units (“RSUs”), assumed issuance of stock under the Company’s employee stock purchase plan, and assumed conversion of outstanding convertible senior unsecured notes and exercise of related warrant transactions, all using the treasury stock method.

As the Company reported a net loss for the nine months ended July 29, 2017, the shares used for net loss per share – diluted attributable to Brocade Communications Systems, Inc. stockholders were the same as the shares used for net loss per share – basic attributable to Brocade Communications Systems, Inc. stockholders. The effect of the pro forma adjustments resulted in unaudited pro forma net income attributable to Brocade Communications Systems, Inc. for the nine months ended July 29, 2017. Consequently, the Company included potentially dilutive common shares in the calculation of unaudited pro forma net income per share – diluted attributable to Brocade Communications Systems, Inc. stockholders. The following table sets forth the reconciliation of weighted-average shares used for unaudited pro forma net income per share – basic and diluted attributable to Brocade Communications Systems, Inc. stockholders for the nine months ended July 29, 2017 (in thousands):

Basic and diluted weighted-average common shares outstanding, as reported	408,494
Pro forma adjustment to reflect potentially dilutive common shares primarily resulting from assumed vesting of RSUs	10,458
Pro forma diluted weighted-average shares outstanding used in computing pro forma net income per share, diluted	418,952

d) Reflects the assets and liabilities attributable to the SRA Sale, which were included in the Company’s historical financial statements. Goodwill was assigned to the SRA Business based on a relative fair value approach in accordance with GAAP. Also, reflected are the consideration received for the SRA Sale, as well as the resulting losses on sale. See note (e) and note (f) for further detail.

The following summarizes the components of the pro forma SRA Sale adjustments related to prepaid expenses and other current assets (in thousands):

	July 29, 2017
Current portion of deferred payment purchase consideration	$	3,927
Estimated true-up adjustment based on working capital as of July 29, 2017		9,550
Elimination of prepaid expenses and other current assets attributable to the SRA Business		(1,161	)
Net increase to prepaid expenses and other current assets	$	12,316

The following summarizes the components of the SRA Sale pro forma adjustments related to other assets (in thousands):

	July 29, 2017
Deferred payment purchase consideration, less current portion	$	14,597
Elimination of other assets attributable to the SRA Business		(5,354	)
Net increase to other assets	$	9,243

e) The purchase consideration of the SRA Business includes (i) an upfront closing cash payment equal to $23 million (inclusive of $13 million representing target working capital, which is subject to a post-closingtrue-up adjustment based on the finally determined amount of working capital), (ii) a deferred payment equal to $20 million to be paid in installments of $1 million per quarter for the first 20 full fiscal quarters of Extreme Networks following the closing of the SRA Sale, and (iii) quarterly earnout payments equal to 50% of the profits of the SRA Business for the five-year period commencing at the end of the first full fiscal quarter of Extreme Networks following the closing of the SRA Sale.

The deferred payment is recorded at fair value of $18.5 million using an estimated discount of 3%, of which $3.9 million is included in prepaid expense and other current assets for payments due within the next 12 months, and $14.6 million is included in other assets for payments due after 12 months on our unaudited pro forma condensed consolidated balance sheet. In addition, the Company reflected $9.6 million related to an estimated working capital true-up adjustment due from Extreme Networks, representing the difference between target working capital of $13 million and the estimated working capital as of July 29, 2017 of $22.6 million. The final working capital true-up adjustment will be calculated as of the close date, and could be materially different from the estimated amount. See note (d) for further detail.

Earnout payments will be recognized when they become realizable, which is generally when they are received.

The following summarizes the components of the pro forma adjustment recorded to reflect the purchase consideration of the SRA Sale (in thousands):

	July 29, 2017
Closing cash payment recorded to cash and cash equivalents	$	23,000
Fair value of deferred payment purchase consideration		18,524
Estimated true-up adjustment based on working capital as of July 29, 2017		9,550
Total pro forma purchase consideration	$	51,074

f) Reflects an estimatedpre-tax loss of $2.9 million resulting from the SRA Sale.