CAMPBELL, Calif., Oct. 9, 2014 /PRNewswire/ -- Barracuda Networks, Inc. (NYSE: CUDA), a leading provider of cloud-connected security and storage solutions, today announced results for its second quarter of fiscal 2015, which ended August 31, 2014.

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Billings & Revenue: For the second quarter of fiscal 2015, gross billings grew 18% to $89.0 million, up from $75.6 million in the second quarter of fiscal 2014. Total revenue increased 19% to $68.7 million, up from $57.8 million in the second quarter of fiscal 2014. Appliance revenue in the second quarter of fiscal 2015 increased to $20.7 million compared to the second quarter of fiscal 2014, and recurring subscription revenue grew to $48.0 million in the second quarter of fiscal 2015 compared to the second quarter of fiscal 2014, representing 70% of total revenue.

Net Income: GAAP net income in the second quarter of fiscal 2015 was $0.7 million, or $0.01 earnings per share, based on a diluted share count of 53.7 million. Non-GAAP net income for the second quarter of fiscal 2015 was $4.6 million, or $0.08 earnings per share. Non-GAAP net income excludes $3.7 million in stock-based compensation expense, $2.2 million in income tax benefit of non-GAAP exclusions, $1.1 million in amortization of intangibles, $0.6 million in acquisition and other non-recurring charges, and $0.6 million in other income and expense. A reconciliation between GAAP and non-GAAP information is contained in the tables below.

"We are pleased to report another quarter of strong performance on both our top and bottom line," said BJ Jenkins, president and CEO. "In the second quarter, we added more than 11,250 new active subscribers, bringing our total active subscribers to more than 225,000. Our results reflect our continued traction in our faster-growing categories of storage and network and application security. We recently introduced a number of new products and feature enhancements to our portfolio, which we believe will strengthen our position as a leading provider of security and storage solutions that simplify the lives of IT professionals."

"We had strong financial performance in the second quarter, with record results in gross billings, balanced with a strong bottom line," said David Faugno, CFO. "In the quarter Adjusted EBITDA was $20 million, or 29% of total revenue. On a trailing 12-month basis, adjusted free cash flow was $46 million, growing 28% year-over-year."

Recent Company Highlights


    --  Product Portfolio Expansion - Acquired C2C Systems to expand information
        management and archiving solution portfolio to include software-based
        archiving, eDiscovery and PST management.
    --  Storage Product Innovation - Launched Data Production Plus initiative
        which includes new versions and updates across entire storage portfolio,
        including:  Barracuda Backup version 6.0 featuring faster recovery times
        and Local Control to administer and replicate data in a private
        environment; Barracuda Message Archiver version 4.0 to extend archive
        capacity to the Barracuda Cloud and expand storage and compute resources
        with stackable appliances; Barracuda Copy Site Server to enable hybrid
        onsite and cloud-based file sync and share; Barracuda SignNow version
        4.0 with integrations to Salesforce, Office365 and Google Apps; and a
        new SignNow appliance to support deployments in both cloud and
        on-premises environments. Announced the Barracuda Backup 290 targeted
        for branch offices looking to back up local data, and doubled the
        storage capacity of the Barracuda Backup 390.
    --  Security Product Innovation - Released a number of new product updates
        across the security portfolio, including: Barracuda NG Firewall version
        6.0 with Advanced Threat Detection and extended secure mobile device
        access; and Barracuda Spam Firewall version 6.1 featuring bulk
        categorization and advanced malware protection.
    --  Public Cloud Momentum - Announced the Barracuda Web Application Firewall
        and Barracuda NG Firewall Azure Certified designation with availability
        in the Microsoft Azure Gallery; Barracuda Spam Firewall availability on
        Microsoft Azure; and Barracuda Spam Firewall annual pricing availability
        on Amazon Web Services.
    --  Industry Recognition - Received a number of industry accolades and
        achievements, including: Volume leader in Content Security appliances
        for Q2 CY2014 by IDC; Number one vendor in unit volume for integrated
        PBBA and top five in overall revenue for total PBBA by IDC for Q2
        CY2014; Highest Security Effectiveness score for Barracuda Web
        Application Firewall in NSS Labs Web Application Firewall group test;
        Five Star Review and Best Buy rating from SC Magazine for Barracuda Spam
        Firewall; and Best Security Hardware vendor by ChannelPro Network's 2014
        Readers' Choice awards.

Conference Call Information

Barracuda will host a conference call and corresponding live webcast at 2:00 p.m. PT today. To access the conference call, dial 1-877-201-0168 for the U.S. and Canada or +1-647-788-4901 for international callers, and enter conference ID 95144768#. The webcast will be available live on the investor relations section of the Company's website at https://investors.barracuda.com, and via replay beginning approximately two hours after the completion of the call for a period of one year. An audio replay of the call will be available to investors beginning at approximately 5:00 p.m. PT today through October 14, 2014 by dialing 1-855-859-2056 in the U.S. and Canada, or +1-404-537-3406 for international callers, and entering conference ID 95144768#. Additional information can be found in an accompanying supplemental investor slide presentation located at https://investors.barracuda.com.

Forward-Looking Statements

This announcement contains forward-looking statements related to future product performance and potential results from new initiatives that involve risks and uncertainties, including statements regarding the Company's expectations regarding financial performance and the potential impact of our new and updated products. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including, but not limited to: fluctuations in demand for the Company's products and services; a highly competitive business environment for network security and storage solutions; the Company's effectiveness in controlling expenses, the possibility that the Company might experience delays in the development of new technology and products; customer response to its new technology and products; risks related to pending or future litigation and regulatory matters; and a dependency on third parties for certain components of the Company's products. The Company undertakes no obligation to update the forward-looking information in this release. More information about potential factors that could affect the Company's business and financial results is included in its filings with the Securities and Exchange Commission, including, without limitation, under the captions: "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Risk Factors," which are on file with the Securities and Exchange Commission.

Non-GAAP Financial Measures
Barracuda provides all financial information required in accordance with generally accepted accounting principles (GAAP). To supplement our consolidated financial statements presented in accordance with GAAP, we are also providing with this press release non-GAAP net income, non-GAAP operating income, adjusted EBITDA and adjusted free cash flow. In preparing our non-GAAP information, we have excluded certain amounts as set forth in the attached financial tables and footnotes. We believe that excluding these items provides both management and investors with additional insight into our current operations and the trends affecting the Company. In particular, management finds it useful to exclude these items in order to more readily correlate the Company's operating activities with the Company's ability to generate cash from operations. Accordingly, management uses these non-GAAP measures, along with the comparable GAAP information, in evaluating our historical performance and in planning our future business activities. Please note that our non-GAAP measures may be different than those used by other companies. The additional non-GAAP financial information we present should be considered in conjunction with, and not as a substitute for, our financial information presented in accordance with GAAP. All forward-looking non-GAAP financial measures discussed on our earnings call excludes certain items such as stock-based compensation, amortization of intangibles and other non-recurring adjustments. While a reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis, the company has provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for three and six months ended August 31, 2014 non-GAAP results included in this press release. We have provided a non-GAAP reconciliation of the Condensed Consolidated Statement of Operations for the periods presented in this release, which exclude certain amounts as set forth in the attached financial tables and footnotes for these periods. These measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP measures for comparable financial information and understanding of the Company's ongoing performance as a business. Barracuda uses both GAAP and non-GAAP measures to evaluate and manage its operations.

About Barracuda Networks Inc. (NYSE: CUDA)
Barracuda provides cloud-connected security and storage solutions that simplify IT. These powerful, easy-to-use and affordable solutions are trusted by more than 150,000 organizations worldwide and are delivered in appliance, virtual appliance, cloud and hybrid deployments. Barracuda's customer-centric business model focuses on delivering high-value, subscription-based IT solutions that provide end-to-end network and data security. For additional information, please visit http://www.barracuda.com.

Barracuda Networks, Barracuda and the Barracuda Networks logo are registered trademarks or trademarks of Barracuda Networks, Inc. in the US and other countries.

Contacts:
Investor Relations:
Adam Carson; +1-408-342-5480; ir@barracuda.com

Corporate Communications: Mary Catherine Petermann; +1 404-307-6290; mc@barracuda.com




                                                               Barracuda Networks, Inc.

                                                        Condensed Consolidated Balance Sheets

                                                                    (in thousands)

                                                                     (Unaudited)


                                                              August 31, 2014                  February 28, 2014
                                                              ---------------                  -----------------

    Assets

    Current assets:

                 Cash and cash equivalents                                            $156,559                     $135,879

                  Accounts receivable, net of allowance
                  for doubtful accounts                                                 36,739                       27,836

                 Inventories                                                             5,183                        5,648

                 Deferred costs                                                         28,157                       25,707

                 Deferred income taxes                                                  33,840                       30,156

                 Other current assets                                                    5,637                        4,900
                                                                                       -----

    Total current assets                                                             266,115                      230,126


                 Property and equipment, net                                            22,230                       20,558

                 Deferred costs, non-current                                            26,425                       24,572

                 Deferred income taxes, non-current                                     31,198                       28,515

                 Other non-current assets                                                2,033                        1,851

                 Intangible assets, net                                                 10,652                        8,420

                 Goodwill                                                               41,025                       36,014

    Total assets                                                                    $399,678                     $350,056
                                                                                    ========                     ========


    Liabilities and stockholders' equity (deficit)

    Current liabilities:

                 Accounts payable                                                      $12,708                      $13,743

                 Accrued payroll and related benefits                                    8,048                        8,494

                 Other accrued liabilities                                              10,473                        9,374

                 Deferred revenue                                                      187,153                      167,562

                 Deferred income taxes                                                     291                          260

                 Note payable                                                              244                          237
                                                                                         ---

    Total current liabilities                                                        218,917                      199,670


    Long-term liabilities:

                 Deferred revenue, non-current                                         156,525                      145,595

                 Deferred income taxes, non-current                                        951                           84

                 Note payable, non-current                                               4,510                        4,635

                 Other long-term liabilities                                             7,664                        5,727


    Stockholders' equity (deficit):

                 Common stock                                                               52                           52

                 Additional paid-in capital                                            295,003                      278,551

                 Accumulated other comprehensive loss                                  (1,392)                       (817)

                 Accumulated deficit                                                 (282,552)                   (283,441)
                                                                                   ---------

    Total stockholders' equity
     (deficit)                                                                        11,111                      (5,655)

    Total liabilities and
     stockholders' equity (deficit)                                                 $399,678                     $350,056
                                                                                    ========                     ========



                                                                                                       Barracuda Networks, Inc.

                                                                                           Condensed Consolidated Statements of Operations

                                                                                             (in thousands, except per share information)

                                                                                                             (Unaudited)


                                                          Three months ended August 31,                      Six months ended August 31,
                                                          -----------------------------                      ---------------------------

                                                                                      2014                                              2013      2014        2013
                                                                                      ----                                              ----      ----        ----


    Revenue:

                          Appliance                                                $20,676                                           $17,906   $41,512     $35,409

                          Subscription                                              47,976                                            39,884    93,349      78,658
                          ------------

                          Total revenue                                             68,652                                            57,790   134,861     114,067


    Cost of revenue                                                               14,044                                            13,407    28,450      26,481
                                                                                  ------                                            ------    ------      ------


    Gross profit                                                                  54,608                                            44,383   106,411      87,586


    Operating expenses:

                           Research and
                           development                                              13,826                                            11,638    26,778      22,480

                           Sales and
                           marketing                                                31,031                                            28,392    60,510      57,228

                           General and
                           administrative                                            8,624                                             7,827    17,188      14,505
                          --------------

                          Total operating expenses                                  53,481                                            47,857   104,476      94,213
                                                                                    ------                                            ------   -------      ------

    Income (loss) from operations                                                  1,127                                           (3,474)    1,935     (6,627)


    Other income (expense), net                                                    (681)                                                7     (738)      (450)
                                                                                    ----                                               ---      ----        ----


    Income (loss) before income
     taxes and non-controlling
     interest                                                                        446                                           (3,467)    1,197     (7,077)

    Benefit (provision) for income
     taxes                                                                           292                                             1,089     (308)      2,136
                                                                                     ---                                             -----      ----       -----

    Consolidated net income (loss)                                                   738                                           (2,378)      889     (4,941)


    Net loss attributable to non-
     controlling interest                                                              -                                              203         -        362

    Net income (loss) attributable
     to Barracuda Networks, Inc.                                                    $738                                          $(2,175)     $889    $(4,579)
                                                                                    ====                                           =======      ====     =======


    Net income (loss) per share attributable to Barracuda Networks,
     Inc.:

                          Basic                                                      $0.01                                           $(0.08)    $0.02     $(0.16)
                          =====

                          Diluted                                                    $0.01                                           $(0.08)    $0.02     $(0.16)
                          =======


    Weighted-average shares used to compute net income (loss) per
     share attributable to Barracuda Networks, Inc.:

                          Basic                                                     51,667                                            28,182    51,412      28,141
                          =====

                          Diluted                                                   53,743                                            28,182    53,675      28,141
                          =======



                                                           Barracuda Networks, Inc.

                                        Reconciliation of Selected GAAP to Non-GAAP Financial Measures

                                                                (in thousands)

                                                                 (Unaudited)


                                                                    Three months ended August 31,               Six months ended August 31,
                                                                    -----------------------------               ---------------------------

                                                                              2014                       2013                         2014                 2013
                                                                              ----                       ----                         ----                 ----


    GAAP cost of revenue                                    $14,044                         $13,407                  $28,450                   $26,481

                                  Amortization of intangible assets
                                  (1)                                            673                      1,138                        1,346                2,128

                                 Depreciation expense (2)                        756                        551                        1,428                1,029

                                  Stock-based compensation expense
                                  (3)                                             73                         43                          125                   88

    Non-GAAP cost of revenue                                $12,542                         $11,675                  $25,551                   $23,236
                                                            =======                         =======                  =======                   =======


    GAAP sales and marketing
     expense                                                $31,031                         $28,392                  $60,510                   $57,228

                                  Amortization of intangible assets
                                  (1)                                            438                        470                          741                  918

                                 Depreciation expense (2)                         38                         59                           77                  116

                                  Stock-based compensation expense
                                  (3)                                            821                        366                        1,403                  700

    Non-GAAP sales and
     marketing expense                                      $29,734                         $27,497                  $58,289                   $55,494
                                                            =======                         =======                  =======                   =======


    GAAP research and
     development expense                                    $13,826                         $11,638                  $26,778                   $22,480

                                 Depreciation expense (2)                        156                        137                          307                  264

                                  Stock-based compensation expense
                                  (3)                                            902                        635                        1,650                1,265

                                  Acquisition and other non-
                                  recurring charges (4)                          383                        375                          755                  500

    Non-GAAP research and
     development expense                                    $12,385                         $10,491                  $24,066                   $20,451
                                                            =======                         =======                  =======                   =======


    GAAP general and
     administrative expense                                  $8,624                          $7,827                  $17,188                   $14,505

                                  Amortization of intangible assets
                                  (1)                                              -                        10                            -                  17

                                 Depreciation expense (2)                        274                        124                          523                  262

                                  Stock-based compensation expense
                                  (3)                                          1,940                      1,587                        3,640                3,075

                                  Acquisition and other non-
                                  recurring charges (4)                          257                        302                          274                  367

    Non-GAAP general and
     administrative expense                                  $6,153                          $5,804                  $12,751                   $10,784
                                                             ======                          ======                  =======                   =======


    GAAP total expense                                      $67,525                         $61,264                 $132,926                  $120,694

                                  Amortization of intangible assets
                                  (1)                                          1,111                      1,618                        2,087                3,063

                                 Depreciation expense (2)                      1,224                        871                        2,335                1,671

                                  Stock-based compensation expense
                                  (3)                                          3,736                      2,631                        6,818                5,128

                                  Acquisition and other non-
                                  recurring charges (4)                          640                        677                        1,029                  867

    Non-GAAP total expense                                  $60,814                         $55,467                 $120,657                  $109,965
                                                            =======                         =======                 ========                  ========

                                 Depreciation expense (2)                      1,224                        871                        2,335                1,671

    Non-GAAP total expense
     including depreciation                                 $62,038                         $56,338                 $122,992                  $111,636
                                                            =======                         =======                 ========                  ========


                                                           Barracuda Networks, Inc.

                                        Reconciliation of Selected GAAP to Non-GAAP Financial Measures

                                                 (in thousands, except per share information)

                                                                 (Unaudited)


                                                                    Three months ended August 31,               Six months ended August 31,
                                                                    -----------------------------               ---------------------------

                                                                              2014                       2013                         2014                 2013
                                                                              ----                       ----                         ----                 ----


    GAAP operating income (loss)                             $1,127                        $(3,474)                  $1,935                  $(6,627)

                                  Amortization of intangible assets
                                  (1)                                          1,111                      1,618                        2,087                3,063

                                  Stock-based compensation expense
                                  (3)                                          3,736                      2,631                        6,818                5,128

                                  Acquisition and other non-
                                  recurring charges (4)                          640                        677                        1,029                  867

    Non-GAAP operating income                                $6,614                          $1,452                  $11,869                    $2,431
                                                             ======                          ======                  =======                    ======


    GAAP net income (loss)
     attributable to Barracuda
     Networks, Inc.                                            $738                        $(2,175)                    $889                  $(4,579)

                                  Amortization of intangible assets
                                  (1)                                          1,111                      1,618                        2,087                3,063

                                  Stock-based compensation expense
                                  (3)                                          3,736                      2,631                        6,818                5,128

                                  Acquisition and other non-
                                  recurring charges (4)                          640                        677                        1,029                  867

                                  Income tax effect of non-GAAP
                                  exclusions (5)                             (2,243)                   (1,484)                     (3,186)             (2,708)

                                 Other income adjustments (6)                    569                      (191)                         516                  172

                                 Non-controlling interest (7)                      -                     (203)                           -               (362)

    Non-GAAP net income                                      $4,551                            $873                   $8,153                    $1,581
                                                             ======                            ====                   ======                    ======


    Non-GAAP diluted earnings
     per share (8)                                            $0.08                           $0.02                    $0.15                     $0.03
                                                              =====                           =====                    =====                     =====

    Weighted-average shares
     used to compute diluted
     earnings per share                                                     53,743                     46,822                       53,675               46,582
                                                                            ======                     ======                       ======               ======




    (1)              Amortization of Intangible Assets.
                     We provide non-GAAP information
                     which excludes expenses for the
                     amortization of intangible assets,
                     as well as certain losses from
                     disposal of such assets, that
                     primarily relate to purchased
                     intangible assets associated with
                     our acquisitions. We believe that
                     eliminating this expense from our
                     non-GAAP measures is useful to
                     investors, because the amortization
                     of intangible assets can be
                     inconsistent in amount and
                     frequency and is significantly
                     impacted by the timing and
                     magnitude of our acquisition
                     transactions, which also vary in
                     frequency from period to period.
                     Accordingly, we analyze the
                     performance of our operations in
                     each period without regard to such
                     expenses.
                    -----------------------------------

    (2)              Depreciation Expense. We provide
                     non-GAAP information which
                     excludes depreciation expense
                     related to the amortization of
                     property and equipment, as well as
                     certain losses from disposal of
                     such assets. We believe that
                     eliminating this expense from our
                     non-GAAP measures is useful to
                     investors, because the acquisition
                     of property and equipment, and the
                     corresponding depreciation expense,
                     can be inconsistent in amount and
                     can vary from period to period.
                    -----------------------------------

    (3)              Stock-Based Compensation Expense. We
                     provide non-GAAP information which
                     excludes expenses for stock-based
                     compensation. We believe the
                     exclusion of this item allows for
                     financial results that are more
                     indicative of our continuing
                     operations. We believe that the
                     exclusion of stock-based
                     compensation expense provides for a
                     better comparison of our operating
                     results to prior periods and to our
                     peer companies as the calculations
                     of stock-based compensation vary
                     from period to period and company to
                     company due to different valuation
                     methodologies, subjective
                     assumptions and the variety of award
                     types.
                    -------------------------------------

    (4)              Acquisition and Other Non-Recurring
                     Charges. We exclude certain expense
                     items resulting from acquisitions
                     and other non-recurring charges,
                     which we do not expect to recur in
                     our continuing operating results.
                     We believe that adjusting for these
                     charges allows us to better compare
                     results from period to period in
                     order to assess the ongoing
                     operating results of our business.
                     The charges include: (i) costs
                     associated with an internal
                     investigation of export control
                     compliance and (ii) legal,
                     accounting and advisory fees, to
                     the extent associated with
                     acquisitions, as well as contingent
                     consideration payments under the
                     terms of certain acquisition
                     agreements.
                    ------------------------------------

    (5)              Income Tax Effect of Non-GAAP
                     Exclusions. We believe providing
                     financial information with and
                     without the income tax effect of
                     excluding items related to our non-
                     GAAP financial measures provide our
                     management and users of the
                     financial statements with better
                     clarity regarding the ongoing
                     performance and future liquidity of
                     our business. Excluded items
                     include, but are not limited to:
                     (i) amortization expense of
                     intangible assets, (ii) stock-
                     based compensation expense, and
                     (iii) acquisition and other non-
                     recurring charges.
                    ------------------------------------

    (6)              Other Income Adjustments.  We
                     provide non-GAAP information that
                     excludes the effect of certain
                     other income and losses. These
                     adjustments most significantly
                     consist of foreign currency re-
                     measurement gains and losses. For
                     all non-functional currency
                     account balances, the re-
                     measurement of such balances to the
                     functional currency will result in
                     either a foreign exchange gain or a
                     loss which is recorded in other
                     income (expense), net. We believe
                     that eliminating these items from
                     our non-GAAP measures is useful to
                     investors, because foreign currency
                     re-measurement adjustments can be
                     inconsistent in amount and can vary
                     from period to period.
                    ------------------------------------

    (7)              Non-Controlling Interest.  We
                     provide non-GAAP information that
                     includes the results related to
                     entities in which we hold a
                     minority interest. We believe that
                     adjusting for these amounts allows
                     us to better compare results from
                     period to period in order to assess
                     the ongoing operating results of
                     our business, including entities
                     for which we own a minority
                     interest.
                    ------------------------------------

    (8)              Non-GAAP Diluted Earnings Per
                     Share. We provide non-GAAP diluted
                     earnings per share. The non-GAAP
                     diluted earnings per share amount
                     is calculated based on our non-
                     GAAP net income divided by the
                     weighted-average diluted shares
                     outstanding for the period.
                    -----------------------------------



                                                         Barracuda Networks, Inc.

                                        Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA

                                                              (in thousands)

                                                                (Unaudited)


                                                                  Three months ended August 31,                Six months ended August 31,
                                                                  -----------------------------                ---------------------------

                                                                           2014                         2013                        2014                   2013
                                                                           ----                         ----                        ----                   ----


    GAAP net income (loss)
     attributable to Barracuda
     Networks, Inc.                                          $738                       $(2,175)                     $889                  $(4,579)

                               Deferred revenue, end of period            342,663                      286,792                     342,663                286,792

                                Less: Deferred revenue, beginning
                                of period                               (328,488)                   (274,444)                  (313,157)             (261,243)

                                Less: Deferred costs, end of
                                period                                   (54,582)                    (46,058)                   (54,582)              (46,058)

                                Deferred costs, beginning of
                                period                                     52,549                       42,556                      50,279                 39,470

                               Other expense (income), net                    681                          (7)                        738                    450

                                Provision (benefit) for income
                                taxes                                       (292)                     (1,089)                        308                (2,136)

                                Acquisition and other non-
                                recurring charges                             640                          677                       1,029                    867

                               Stock-based compensation expense             3,736                        2,631                       6,818                  5,128

                               Amortization of intangible assets            1,111                        1,618                       2,087                  3,063

                               Depreciation expense                         1,224                          871                       2,335                  1,671

    Adjusted EBITDA (1)                                   $19,980                        $11,372                   $39,407                   $23,425
                                                          =======                        =======                   =======                   =======




    (1)              Adjusted EBITDA. We define
                     adjusted EBITDA as net income
                     (loss) plus increases in deferred
                     revenue and increases in the
                     associated deferred costs, plus
                     non-cash and non-operating
                     charges which include: (i) other
                     expense (income), net, (ii)
                     provision (benefit) for income
                     taxes, (iii) acquisition and
                     other non-recurring charges,
                     (iv) stock-based compensation
                     expense, (v) amortization of
                     intangible assets, including
                     certain losses on disposal of
                     intangible assets, and (vi)
                     depreciation expense, including
                     certain losses on disposal of
                     fixed assets. The deferred
                     revenue balance as of August 31,
                     2014 excludes the deferred
                     revenue assumed on acquisition of
                     C2C Systems Limited. We believe
                     adjusted EBITDA provides an
                     indication of profitability from
                     our operations, and provides a
                     consistent measure of our
                     performance from period to
                     period.
                     ---------------------------------



                                                    Barracuda Networks, Inc.

                     Reconciliation of GAAP Cash Flows from Operating Activities to Adjusted Free Cash Flow

                                                         (in thousands)

                                                           (Unaudited)


                    Three months ended                    Six months ended
                        August 31,                           August 31,
                   -------------------                   -----------------

                                   2014                                  2013                                  2014       2013
                                   ----                                  ----                                  ----       ----


    GAAP cash
     flows from
     operating
     activities                 $15,475                               $11,889                               $20,882    $12,083

    Purchase of
     property and
     equipment                  (2,186)                              (2,866)                              (3,775)   (4,529)

    Acquisition
     and other
     non-
     recurring
     charges (1)                    390                                   393                                   775      3,469

    Adjusted free
     cash flow (2)              $13,679                                $9,416                               $17,882    $11,023
                                =======                                ======                               =======    =======




             (1)    Acquisition and Other Non-
                     Recurring Charges. We exclude
                     the cash flow impact resulting
                     from acquisitions and other non-
                     recurring charges, which we do
                     not expect to recur in our
                     continuing operating results. We
                     believe that adjusting for these
                     cash outflows allows us to
                     better compare results from
                     period to period in order to
                     assess the ongoing operating
                     results of our business. The
                     cash flows include: (i) payments
                     associated with our CEO
                     transition, (ii) payments
                     associated with an internal
                     investigation of export control
                     compliance, and (iii) legal,
                     accounting and advisory fee
                     payments, to the extent
                     associated with acquisitions, as
                     well as contingent consideration
                     payments under the terms of
                     certain acquisition agreements.
                    ---------------------------------

             (2)    Adjusted Free Cash Flow. We
                     define adjusted free cash flow
                     as cash flows from operating
                     activities less the purchases of
                     property and equipment plus the
                     cash flow effect of acquisition
                     and other non-recurring
                     charges. We believe that
                     adjusting free cash flow to
                     exclude these charges allows us
                     to better compare results from
                     period to period in order to
                     assess the ongoing free cash
                     flow of our business. We believe
                     adjusted free cash flow is an
                     important liquidity measure that
                     reflects the cash generated by
                     the business after the purchase
                     of property and equipment that
                     can then be used for, among
                     other things, strategic
                     acquisitions, investments in the
                     business and funding ongoing
                     operations.
                    ---------------------------------


    On a trailing 12-month basis, adjusted free cash flow was the following:

                                                          Three months ended
                                                                                                                                                                  
    Trailing 12-month as of August 31, 2014
                                                       November 30,                  February 28, 2014          May 31, 2014           August 31, 2014

                                                                                2013
                                                                                ----

    GAAP cash
     flows from
     operating
     activities                                                              $10,593                    $19,534                 $5,407                    $15,475                                             $51,009

    Purchase of
     property and
     equipment                                                               (1,328)                   (1,759)               (1,589)                   (2,186)                                            (6,862)

    Acquisition
     and other
     non-
     recurring
     charges                                                                     447                        902                    385                        390                                               2,124

    Adjusted free
     cash flow                                                                $9,712                    $18,677                 $4,203                    $13,679                                             $46,271
                                                                              ======                    =======                 ======                    =======                                             =======


                                                   Barracuda Networks, Inc.

                                       Reconciliation of GAAP Revenue to Gross Billings

                                                        (in thousands)

                                                         (Unaudited)


                                                       Three months ended August 31,               Six months ended August 31,
                                                       -----------------------------               ---------------------------

                                                                 2014                       2013                       2014                   2013
                                                                 ----                       ----                       ----                   ----


    GAAP Revenue                               $68,652                        $57,790                 $134,861                 $114,067

                        Total deferred revenue, end of
                        period                                  342,663                    286,792                    342,663                286,792

                        Less:  total deferred revenue,
                        beginning of period                   (328,488)                 (274,444)                 (313,157)             (261,243)

                       Deferred revenue adjustments               6,208                      5,485                     12,268                 10,872
                                                                -----

                        Total change in deferred
                        revenue and adjustments                  20,383                     17,833                     41,774                 36,421

    Gross billings (1)                         $89,035                        $75,623                 $176,635                 $150,488
                                               =======                        =======                 ========                 ========




    (1)              Gross Billings.  We define gross
                     billings as total revenue plus
                     the change in deferred revenue
                     and other adjustments, which
                     primarily consist of returns
                     and reserves with respect to
                     the 30-day right of return we
                     provide to customers, as well
                     as rebates for certain channel
                     partner activities. The
                     deferred revenue balance as of
                     August 31, 2014 excludes the
                     deferred revenue assumed on
                     acquisition of C2C Systems
                     Limited. We believe that gross
                     billings provide insight into
                     the sales of our solutions and
                     performance of our business.
                    --------------------------------



                                                                              Barracuda Networks, Inc.

                                                                   Condensed Consolidated Statements of Cash Flows

                                                                                   (in thousands)

                                                                                     (Unaudited)


                                                                                                         Three months ended August 31,              Six months ended August 31,
                                                                                                         -----------------------------              ---------------------------

                                                                                                                    2014                     2013                         2014                    2013
                                                                                                                    ----                     ----                         ----                    ----


    Operating activities

    Consolidated net income
     (loss)                                                                                         $738                        $(2,378)                   $889                  $(4,941)

    Adjustments to reconcile consolidated net income (loss) to net
     cash provided by operating activities:

                                                                     Depreciation and amortization                   2,335                    2,489                        4,422                   4,734

                                                                     Stock-based compensation                        3,736                    2,631                        6,818                   5,128

                                                                      Excess tax benefits from equity
                                                                      incentive plan                               (2,566)                   (215)                     (4,338)                  (226)

                                                                      Loss on disposal of property and
                                                                      equipment                                         19                       22                           31                      36

                                                                     Deferred income taxes                         (2,944)                 (5,514)                     (6,198)                (5,467)

    Changes in operating assets and liabilities:

                                                                     Accounts receivable, net                      (3,433)                     184                      (8,527)                (1,016)

                                                                     Inventories, net                                (267)                 (1,152)                         463                 (1,515)

                                                                     Income taxes, net                               2,049                    4,232                        3,073                   (514)

                                                                     Deferred costs                                (2,130)                 (3,502)                     (4,412)                (6,588)

                                                                     Other current assets                            (218)                   (389)                       (247)                  (902)

                                                                     Other non-current assets                          101                      418                          100                     211

                                                                     Accounts payable                                3,312                    3,226                      (1,267)                  (264)

                                                                      Accrued payroll and related
                                                                      benefits                                        (52)                   (764)                        (29)                (1,883)

                                                                     Other accrued liabilities                         528                      251                          476                   (303)

                                                                     Other long-term liabilities                        34                       50                           55                      71

                                                                     Deferred revenue                               14,233                   12,300                       29,573                  25,522
                                                                                                                  ------

    Net cash provided by
     operating activities                                                                                         15,475                   11,889                       20,882                  12,083


    Investing activities

                                                                     Purchase of property and equipment            (2,186)                 (2,866)                     (3,775)                (4,529)

                                                                     Purchase of intangible assets                       -                    (28)                           -                   (28)

                                                                      Purchase of investment in non-
                                                                      marketable equity and debt
                                                                      securities                                         -                   (310)                       (600)                  (310)

                                                                      Business combinations, net of cash
                                                                      acquired                                     (4,791)                 (2,299)                     (4,791)                (8,475)
                                                                                                                 -------

    Net cash used in investing
     activities                                                                                                  (6,977)                 (5,503)                     (9,166)               (13,342)


    Financing activities

                                                                      Transaction costs related to
                                                                      initial public offering                            -                   (147)                           -                  (147)

                                                                      Proceeds from issuance of common
                                                                      stock                                          4,906                      434                        7,246                     441

                                                                      Taxes paid related to net share
                                                                      settlement of equity awards                  (1,215)                   (726)                     (2,340)                (1,191)

                                                                     Repurchase of common stock                          -                   (585)                           -                  (723)

                                                                     Dividends paid                                      -                       -                           -                (1,419)

                                                                      Extended (repayment of) employee
                                                                      loans                                            393                    2,873                         (70)                  3,119

                                                                      Excess tax benefits from equity
                                                                      incentive plan                                 2,566                      215                        4,338                     226

                                                                     Repayment of note payable                        (58)                    (55)                       (118)                  (111)
                                                                                                                    ----

    Net cash provided by
     financing activities                                                                                          6,592                    2,009                        9,056                     195


    Effect of exchange rate
     changes on cash and cash
     equivalents                                                                                                    (89)                      70                         (92)                   (35)
                                                                                                                     ---                      ---                          ---                     ---

    Net increase (decrease) in
     cash and cash equivalents                                                                                    15,001                    8,465                       20,680                 (1,099)


    Cash and cash equivalents at
     beginning of period                                                                                         141,558                   20,531                      135,879                  30,095

    Cash and cash equivalents at
     end of period                                                                              $156,559                         $28,996                $156,559                   $28,996
                                                                                                ========                         =======                ========                   =======

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SOURCE Barracuda Networks, Inc.