EXHIBIT - 99.1 (BROCADE LOGO) FOR IMMEDIATE RELEASE BROCADE CONTACTS INVESTOR RELATIONS MEDIA RELATIONS Shirley Stacy Leslie Davis Tel: 408-333-5752 Tel: 408-333-5260 sstacy@brocade.com lmdavis@brocade.com BROCADE REPORTS FIRST QUARTER OF FISCAL 2004 RESULTS REVENUES INCREASE 5% SEQUENTIALLY AND 18% YEAR OVER YEAR SAN JOSE, CALIF. -- FEBRUARY 11, 2004 -- Brocade Communications Systems, Inc. (Brocade(R)) (Nasdaq: BRCD) reported today financial results for its first quarter of fiscal year 2004 (Q1 04) which ended January 24, 2004. Net revenues for Q1 04 were $145.0 million, an increase of five percent from $137.8 million reported in the fourth quarter of fiscal year 2003 (Q4 03) and an increase of 18 percent from $123.1 million reported in the first quarter of fiscal 2003 (Q1 03). "Our first quarter was a good one and fiscal 2004 is off to an excellent start for Brocade. During the first quarter, we saw revenue growth across our entire business," said Greg Reyes, Brocade Chairman and CEO. "This represents our 4th quarter in a row of improved revenue, gross margin and operating margin. With our upcoming product cycle and improving trends in the storage sector, we continue to be confident in our market position and future prospects." Non-GAAP net income for Q1 04 was $8.0 million, or $0.03 per share, as compared to non-GAAP net income of $4.6 million, or $0.02 per share, reported in Q4 03 and non-GAAP net income of $0.0 million, or $0.00 per share, reported in Q1 03. Non-GAAP net income for Q1 04 excludes gains related to repurchases of convertible subordinated debt, deferred stock compensation expense related to the acquisition of Rhapsody Networks, Inc. (Rhapsody), and lease termination, facilities consolidation and other related costs. Non-GAAP net income for Q4 03 excludes gains related to repurchases of convertible subordinated debt, a gain on the disposition of private strategic investments, a reduction of previously recorded restructuring costs, and deferred stock compensation expense related to the acquisition of Rhapsody. Non-GAAP net income for Q1 03 excludes net gains on the disposition of private strategic investments and restructuring costs associated with a company-wide workforce reduction in Q1 03. A reconciliation between GAAP and non-GAAP information is contained in the tables below. BROCADE COMMUNICATIONS SYSTEMS, INC. 1745 Technology Dr. San Jose, CA 95110 T 408.487.8000 F 408.487.8101 www.brocade.com BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 2 Reporting on a GAAP basis, net loss for Q1 04 was $36.8 million, or $(0.14) per share. This compares to GAAP net income for Q4 03 of $14.8 million, or $0.06 per share, and GAAP net loss for Q1 03 of $6.9 million, or $(0.03) per share. Q1 04 Financial Highlights - - Q1 04 net revenues of $145.0 million, an increase of 5% from Q4 03 and 18% from Q1 03 - - Q1 04 gross margin increased to 54.9%, an improvement from 54.6% in Q4 03 and 53.7% in Q1 03 - - Q1 04 non-GAAP operating income (loss) as a percentage of revenues increased to 6.5%, an improvement from 4.0% in Q4 03 and (1.3%) in Q1 03. Q1 04 GAAP operating loss as a percentage of revenues was 45.5% - - Non-GAAP earnings per share (EPS) increased to $0.03, an improvement from $0.02 in Q4 03 and $0.00 in Q1 03 - - Excluding the $75.2 million charge for lease termination, facilities lease losses and other related costs, cash flow from operations increased to $19.6 million in Q1 04, compared to $17.0 million in Q4 03. Q1 04 GAAP cash flow used in operations was $55.6 million. - - Cash and investments as of the end of Q1 04 totaled $731.2 million. - - Day sales outstanding in accounts receivable were 49 days, an improvement from 50 days in Q4 03 and 53 days in Q1 03 During Q1 04, Brocade purchased a building located at its San Jose, California, headquarters for $106.8 million in cash, plus transaction costs. The 194,000 square foot facility, which houses a portion of the Company's engineering organization and development, test and interoperability laboratories, was previously leased. As a result of the building purchase, in the first quarter of fiscal year 2004, Brocade recorded a non-recurring charge of $75.2 million primarily related to lease termination, facilities lease losses and other associated costs. Also during Q1 04, Brocade purchased on the open market $9.2 million face value of its two percent convertible subordinated notes. Brocade paid an average of $0.93 cents on each dollar of face value for an aggregate cash purchase price of $8.6 million, which resulted in a pre-tax gain of $0.5 million. As of January 24, 2004, the remaining convertible debt outstanding was $433.7 million. BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 3 The non-GAAP, formerly pro forma, information provided in this press release is a supplement to, and not a substitute for, our financial results presented in accordance with GAAP. The non-GAAP results exclude certain expenses and income to provide what we believe is a more complete understanding of our underlying operational results and trends. Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding the gain related to repurchases of our convertible subordinated debt, net gains on the disposition of private strategic investments, certain expenses relating to our acquisition of Rhapsody, the restructuring of business operations and lease termination, facilities consolidation and other related costs that we believe are not indicative of our core operating results. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting of future periods. Brocade management refers to these non-GAAP financial measures in making decisions regarding operational performance and to facilitate internal comparisons to historical operating results and to competitors' operating results. 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. CONFERENCE CALL Brocade will host a conference call on Wednesday, February 11, 2004, at 2:00 p.m. Pacific Time, 5:00 p.m. Eastern Time to discuss its first quarter of fiscal year 2004 results. The conference call will be webcast live via the Internet at www.brocade.com/investors. A replay of the conference call will be available via webcast for twelve months at www.brocade.com/investors. ABOUT BROCADE COMMUNICATIONS SYSTEMS, INC. Brocade (Nasdaq: BRCD) offers the industry's leading intelligent platform for networking storage. The world's leading systems, applications, and storage vendors have selected Brocade to provide a networking foundation for their SAN solutions. The Brocade SilkWorm(R) family of fabric switches and software is designed to optimize data availability and storage and server resources in the enterprise. Using Brocade solutions, companies can simplify the implementation of storage area networks, reduce the total cost of ownership of data storage environments, and improve network and application efficiency. For more information, visit the Brocade website at www.brocade.com or contact the company at info@brocade.com. CAUTIONARY STATEMENT This press release contains forward-looking statements, as defined under Federal Securities Laws. These forward-looking statements include statements regarding the company's future revenue, earnings, profitability, market position, and business prospects. These statements are just predictions and involve risks and uncertainties, such that actual results may differ significantly. These risks include, but are not limited to, quarterly and annual fluctuations in our revenues and operating results; the effect of changes in BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 4 IT spending levels; the effect of competition, including pricing pressure; our dependence on OEM partners; declines in the prices of our products and gross margins; our ability to attain profitability; our ability to manage the transition between new and older products; our ability to achieve market acceptance of the Silkworm Fabric Application Platform product family; our ability to develop new and enhanced products that achieve widespread market acceptance; our failure to manage distribution channels, inventory levels and relationships; risks associated with international political instability; our failure to adequately anticipate future OEM and end-user product needs or to accurately forecast end-user demand; risks associated with increased international sales activity; the loss of our third-party contract manufacturers; our dependence on sole source and limited source suppliers for certain key components including ASICs, microprocessors, logic chips and programmable logic devices; our failure to manage our business effectively in a rapidly evolving market; the existence of undetected errors in our products; our ability to retain and recruit qualified personnel; our ability to protect our intellectual property and defend against infringement claims; and risks related to our acquisition of Rhapsody. These and other risks are set forth in more detail in the Company's reports on Form 10-K for the fiscal year ended October 25, 2003. Brocade expressly assumes no obligation to update any such forward-looking statements. ### Brocade, the B weave logo and SilkWorm are registered trademarks of Brocade Communications Systems, Inc. or its subsidiaries in the United States or in 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. All products, plans, and dates are subject to change without notice. BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 5 BROCADE COMMUNICATIONS SYSTEMS, INC. GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RECONCILIATION OF GAAP TO NON-GAAP OPERATING RESULTS (*) (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED JANUARY 24, 2004 ------------------------------------------ GAAP ADJUSTMENTS NON-GAAP --------- ----------- --------- Net revenues $ 145,040 $ -- $ 145,040 Cost of revenues 65,435 -- 65,435 --------- --------- --------- Gross margin 79,605 -- 79,605 Operating expenses: Research and development 38,153 -- 38,153 Sales and marketing 26,336 -- 26,336 General and administrative 5,741 -- 5,741 Amortization of deferred stock compensation 184 (184)(a) -- Lease termination, facilities lease losses and other 75,223 (75,223)(c) -- --------- --------- --------- Total operating expenses 145,637 (75,407) 70,230 --------- --------- --------- Income (loss) from operations (66,032) 75,407 9,375 Interest and other income, net 4,525 -- 4,525 Interest expense (2,670) -- (2,670) Gain on repurchases of convertible subordinated debt 521 (521)(d) -- --------- --------- --------- Income (loss) before provision for (benefit from) income taxes (63,656) 74,886 11,230 Income tax provision (benefit) (26,897) 30,154(f) 3,257 --------- --------- --------- Net income (loss) $ (36,759) $ 44,732 $ 7,973 ========= ========= ========= Net income (loss) per share - basic $ (0.14) $ 0.03 ========= ========= Net income (loss) per share - diluted $ (0.14) $ 0.03 ========= ========= Shares used in per share calculation - basic 257,796 257,796 ========= ========= Shares used in per share calculation - diluted 257,796 261,688 ========= ========= BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 6 BROCADE COMMUNICATIONS SYSTEMS, INC. GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RECONCILIATION OF GAAP TO NON-GAAP OPERATING RESULTS (*) (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED JANUARY 25, 2003 ------------------------------------------ GAAP ADJUSTMENTS NON-GAAP --------- ----------- --------- Net revenues $ 123,116 $ -- $ 123,116 Cost of revenues 57,023 -- 57,023 --------- --------- --------- Gross margin 66,093 -- 66,093 Operating expenses: Research and development 31,870 -- 31,870 Sales and marketing 30,761 -- 30,761 General and administrative 4,962 -- 4,962 Amortization of deferred stock compensation 69 -- 69 Restructuring costs 10,118 (10,118)(b) -- --------- --------- --------- Total operating expenses 77,780 (10,118) 67,662 --------- --------- ---------- Loss from operations (11,687) 10,118 (1,569) Interest and other income, net 4,959 -- 4,959 Interest expense (3,350) -- (3,350) Gain on investments, net 374 (374)(d) -- --------- --------- --------- Income (loss) before provision for (benefit from) income taxes (9,704) 9,744 40 Income tax provision (benefit) (2,814) 2,826(f) 12 --------- --------- ---------- Net income (loss) $ (6,890) $ 6,918 $ 28 ========= ========= ========= Net income (loss) per share - basic $ (0.03) $ 0.00 ========= ========= Net income (loss) per share - diluted $ (0.03) $ 0.00 ========= ========= Shares used in per share calculation - basic 234,898 234,898 ========= ========= Shares used in per share calculation - diluted 234,898 237,766 ========= ========= BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 7 BROCADE COMMUNICATIONS SYSTEMS, INC. GAAP CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED) JANUARY 24, OCTOBER 25, 2004 2003 ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 235,994 $ 360,012 Short-term investments 212,489 57,971 ----------- ----------- Total cash, cash equivalents, and short-term 448,483 417,983 investments Accounts receivable, net 77,961 74,935 Inventories, net 4,034 3,961 Deferred tax assets, net 27,238 29,569 Prepaid expenses and other current assets 14,339 14,593 ----------- ----------- Total current assets 572,055 541,041 Long-term investments 282,747 417,582 Property and equipment, net 151,411 124,274 Deferred tax assets, net 263,617 231,203 Convertible subordinated debt issuance costs 5,668 6,288 Other assets 3,256 3,558 ----------- ----------- Total assets $ 1,278,754 $ 1,323,946 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 36,089 $ 42,942 Accrued employee compensation 26,456 30,546 Deferred revenue 22,062 19,892 Current liabilities associated with lease losses 6,087 7,759 Other accrued liabilities 65,358 64,963 ----------- ----------- Total current liabilities 156,052 166,102 Non-current liabilities associated with lease losses 20,584 16,518 Convertible subordinated debt 433,726 442,950 Stockholders' equity: Common stock 732,021 725,511 Deferred stock compensation (688) (872) Accumulated other comprehensive income 5,878 5,797 Accumulated deficit (68,819) (32,060) ----------- ----------- Total stockholders' equity 668,392 698,376 ----------- ----------- Total liabilities and stockholders' equity $ 1,278,754 $ 1,323,946 =========== =========== BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 8 BROCADE COMMUNICATIONS SYSTEMS, INC. GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RECONCILIATION OF GAAP TO NON-GAAP OPERATING RESULTS (*) (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED OCTOBER 25, 2003 ------------------------------------------ GAAP ADJUSTMENTS NON-GAAP --------- ----------- --------- Net revenues $ 137,757 $ -- $ 137,757 Cost of revenues 62,594 -- 62,594 --------- --------- --------- Gross margin 75,163 -- 75,163 Operating expenses: Research and development 39,506 -- 39,506 Sales and marketing 24,630 -- 24,630 General and administrative 5,507 -- 5,507 Amortization of deferred stock compensation 155 (155)(a) -- Restructuring costs (163) 163 (b) -- --------- --------- --------- Total operating expenses 69,635 8 69,643 --------- --------- --------- Income from operations 5,528 (8) 5,520 Interest and other income, net 4,221 -- 4,221 Interest expense (3,210) -- (3,210) Gain on repurchases of convertible subordinated debt 11,118 (11,118)(d) -- Gain on investments, net 3,121 (3,121)(e) -- --------- --------- --------- Income before provision for income taxes 20,778 (14,247) 6,531 Income tax provision 6,022 (4,128)(f) 1,894 --------- --------- --------- Net income $ 14,756 $ (10,119) $ 4,637 ========= ========= ========= Net income per share - basic $ 0.06 $ 0.02 ========= ========= Net income per share - diluted $ 0.06 $ 0.02 ========= ========= Shares used in per share calculation - basic 256,983 256,983 ========= ========= Shares used in per share calculation - diluted 260,369 260,369 ========= ========= BROCADE REPORTS FIRST QUARTER FISCAL 2004 FINANCIAL RESULTS PAGE 9 (*) The non-GAAP, formerly pro-forma, information provided in this press release is a supplement to, and not a substitute for, our financial results presented in accordance with GAAP. The non-GAAP results exclude certain expenses and income to provide what we believe is a more complete understanding of our underlying operational results and trends. Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding the gain related to repurchases of our convertible subordinated debt, net gains on the disposition of private strategic investments, certain expenses relating to our acquisition of Rhapsody, the restructuring of business operations and lease termination, facilities consolidation and other related costs that we believe are not indicative of our core operating results. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting of future periods. Brocade management refers to these non-GAAP financial measures in making decisions regarding operational performance and to facilitate internal comparisons to historical operating results and to competitors' operating results. 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) Deferred stock compensation related to the acquisition of Rhapsody. (b) Severance and related benefits, asset impairment charges, and contract termination charges related to the restructuring of business operations. (c) Lease termination, facilities lease losses and other related costs related to a building purchase and facilities consolidation. (d) Gain on repurchases of convertible subordinated debt. (e) Net gains on the disposition of private strategic investments. (f) Income tax effects associated with non-GAAP adjustments.