CAMPBELL, Calif., Jan. 8, 2015 /PRNewswire/ -- Barracuda Networks, Inc. (NYSE: CUDA), a leading provider of cloud-connected security and storage solutions, today announced results for its third quarter of fiscal 2015, which ended November 30, 2014.

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Billings & Revenue: For the third quarter of fiscal 2015, gross billings grew 18% to $91.5 million, up from $77.5 million in the third quarter of fiscal 2014. Total revenue increased 19% to $70.4 million, up from $59.4 million in the third quarter of fiscal 2014. Appliance revenue in the third quarter of fiscal 2015 increased to $20.7 million up from $18.2 million in the third quarter of fiscal 2014, and subscription revenue grew to $49.7 million in the third quarter of fiscal 2015 up from $41.2 million in the third quarter of fiscal 2014, representing 71% of total revenue.

Net Income: GAAP net loss in the third quarter of fiscal 2015 was $36,000, or $0.00 loss per share, based on a basic share count of 52.1 million. Non-GAAP net income for the third quarter of fiscal 2015 was $3.2 million, or $0.06 earnings per share, based on a diluted share count of 54.0 million. Non-GAAP net income excludes $4.9 million in stock-based compensation expense, $4.7 million in income tax benefit of non-GAAP exclusions, $1.7 million net in other income and expense, $0.8 million in amortization of intangible assets, and $0.6 million in acquisition and other non-recurring charges. The reconciliation between GAAP and non-GAAP information is contained in the tables below.

"We delivered another quarter of strong financial performance across all of our major markets and product categories," said BJ Jenkins, president and CEO. "In the third quarter, we added more than 9,300 new active subscribers, bringing our total active subscribers to more than 234,900. Our results reflect the continued demand for our storage and network and application security products which continue to drive our top line growth. We also continued to make progress in the public cloud market with more integrations of our products into Microsoft Azure and Amazon Web Services. Given the expanding opportunities for our products, we will continue to invest to grow our sales and R&D efforts while driving toward our long-term model."

"We achieved record results in gross billings in Q3, which grew 20% year-over-year on a constant currency basis," said David Faugno, CFO. "In the quarter, adjusted EBITDA grew 54% year-over-year to $19 million, or 28% of total revenue. On a trailing 12-month basis, adjusted free cash flow was $46.0 million, growing 49% year-over-year."

Recent Company Highlights


    --  Storage Product Innovation - Released a number of new product updates
        across the storage portfolio, including: ArchiveOne version 7.0 that
        expands information management functionality; and Barracuda Backup 995
        with 72 TB of usable storage capacity and 32 TB of suggested backup.
    --  Security Product Innovation - Launched Total Threat Protection
        initiative, which is aimed at providing customers advanced security
        protection, a single point of service, and affordability across multiple
        threat vectors. Also launched a number of new products and enhancements
        including: Barracuda Security Suite to provide protection for the three
        most commonly deployed threat vectors - email, web browsing and network
        perimeters; and Barracuda Web Application Firewall updates including URL
        encryption, SSL enhancements, improved user access control, and improved
        administrative interface.
    --  Public Cloud Momentum - Announced several new integrations with
        Microsoft Azure, including commerce-enablement in the Azure Marketplace
        for the Barracuda Web Application Firewall, Barracuda Spam Firewall, and
        Barracuda Message Archiver to allow customers to purchase these
        solutions directly from Microsoft; Barracuda Web Application Firewall
        integration with Azure Active Directory to streamline authentication and
        access; and Barracuda Web Application Firewall availability in the new
        Microsoft Azure Government cloud; and announced the availability of the
        Barracuda Load Balancer ADC on Amazon Web Services.
    --  Industry Recognition - Received a number of industry accolades and
        achievements, including: Volume Leader in Content Security appliances
        for Q3 CY2014 by IDC; Number one vendor in unit volume for integrated
        PBBA by IDC; Five Star review by PC Pro for Barracuda Backup 290;
        Readers' Choice awards by TechTarget and Information Security magazine
        for Barracuda Spam Firewall and Barracuda Web Application Firewall;
        Excellence Awards for Best Upgraded Products by Tech & Learning magazine
        for Barracuda Message Archiver, Barracuda Backup, Barracuda Spam
        Firewall and Barracuda Web Filter; Excellence Awards for Best New
        Products by Tech & Learning magazine for Barracuda Copy and Barracuda
        SignNow; Best Buy ratings and Five Star reviews by SC Magazine for both
        Barracuda Web Application Firewall and Barracuda Spam Firewall; and 2014
        Cloud Computing and Disaster Recovery award by TMC Net for Barracuda
        Backup.

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 39759612#. 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 January 15, 2015 by dialing 1-855-859-2056 in the U.S. and Canada, or +1-404-537-3406 for international callers, and entering conference ID 39759612#. 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. Additionally, all forward-looking non-GAAP financial measures discussed on our earnings call exclude certain items such as stock-based compensation, amortization of intangible assets and acquisition 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, in preparing our historical 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. 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

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                                                              Barracuda Networks, Inc.

                                                        Condensed Consolidated Balance Sheets

                                                                   (in thousands)

                                                                     (Unaudited)


                                                              November 30, 2014                      February 28, 2014
                                                            -----------------                      -----------------

    Assets

    Current assets:

                 Cash and cash equivalents                                                $159,895                       $135,879

                 Marketable securities                                                      11,460                              -

                  Accounts receivable, net of allowance
                  for doubtful accounts                                                     40,998                         27,836

                 Inventories, net                                                            5,137                          5,648

                 Deferred costs                                                             29,162                         25,707

                 Deferred income taxes                                                      35,975                         30,156

                 Other current assets                                                        6,044                          4,900
                                                                                           -----

    Total current assets                                                                 288,671                        230,126


                 Property and equipment, net                                                24,328                         20,558

                 Deferred costs, non-current                                                26,952                         24,572

                 Deferred income taxes, non-current                                         33,055                         28,515

                 Other non-current assets                                                    2,390                          1,851

                 Intangible assets, net                                                      9,873                          8,420

                 Goodwill                                                                   40,571                         36,014

    Total assets                                                                        $425,840                       $350,056
                                                                                        ========                       ========


    Liabilities and stockholders' equity (deficit)

    Current liabilities:

                 Accounts payable                                                          $13,839                        $13,743

                 Accrued payroll and related benefits                                        9,212                          8,494

                 Other accrued liabilities                                                   9,883                          9,374

                 Deferred revenue                                                          199,054                        167,562

                 Deferred income taxes                                                         291                            260

                 Note payable                                                                  248                            237
                                                                                             ---

    Total current liabilities                                                            232,527                        199,670


    Long-term liabilities:

                 Deferred revenue, non-current                                             159,218                        145,595

                 Deferred income taxes, non-current                                            939                             84

                 Note payable, non-current                                                   4,447                          4,635

                 Other long-term liabilities                                                 7,606                          5,727


    Stockholders' equity (deficit):

                 Common stock                                                                   52                             52

                 Additional paid-in capital                                                305,987                        278,551

                 Accumulated other comprehensive loss                                      (2,348)                         (817)

                 Accumulated deficit                                                     (282,588)                     (283,441)
                                                                                       ---------

    Total stockholders' equity
     (deficit)                                                                            21,103                        (5,655)

    Total liabilities and
     stockholders' equity (deficit)                                                     $425,840                       $350,056
                                                                                        ========                       ========



                                                                                             Barracuda Networks, Inc.

                                                                                  Condensed Consolidated Statements of Operations

                                                                                   (in thousands, except per share information)

                                                                                                    (Unaudited)


                                                            Three months ended                     Nine months ended November
                                                                                                               30,

                                                               November 30,
                                                               ------------

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


    Revenue:

                          Appliance                                         $20,692                                     $18,174       $62,204      $53,583

                          Subscription                                       49,715                                      41,212       143,064      119,870
                          -----------

                          Total revenue                                      70,407                                      59,386       205,268      173,453


    Cost of revenue                                                        14,438                                      14,017        42,888       40,498
                                                                           ------                                      ------        ------       ------


    Gross profit                                                           55,969                                      45,369       162,380      132,955


    Operating expenses:

                           Research and
                           development                                       15,389                                      12,083        42,167       34,563

                           Sales and
                           marketing                                         33,395                                      28,785        93,905       86,013

                           General and
                           administrative                                     8,759                                       7,513        25,947       22,018
                          -----------

                          Total operating expenses                           57,543                                      48,381       162,019      142,594
                                                                             ------                                      ------       -------      -------

    Income (loss) from operations                                         (1,574)                                    (3,012)          361      (9,639)


    Other income (expense), net                                           (1,789)                                        121       (2,527)       (329)
                                                                           ------                                         ---        ------         ----


    Income (loss) before income
     taxes and non-controlling
     interest                                                             (3,363)                                    (2,891)      (2,166)     (9,968)

    Benefit from income taxes                                               3,327                                         599         3,019        2,735
                                                                            -----                                         ---         -----        -----

    Consolidated net income (loss)                                           (36)                                    (2,292)          853      (7,233)


    Net loss attributable to non-
     controlling interest                                                       -                                        199             -         561

    Net income (loss) attributable
     to Barracuda Networks, Inc.                                            $(36)                                   $(2,093)         $853     $(6,672)
                                                                             ====                                     =======          ====      =======


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

                          Basic                                     $             -                                    $(0.06)        $0.02      $(0.22)
                          =====

                          Diluted                                   $             -                                    $(0.06)        $0.02      $(0.22)
                          =======


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

                          Basic                                              52,142                                      34,256        51,655       30,179
                          =====

                          Diluted                                            52,142                                      34,256        53,785       30,179
                          =======


                                                      Barracuda Networks, Inc.

                                   Reconciliation of Selected GAAP to Non-GAAP Financial Measures

                                                           (in thousands)

                                                            (Unaudited)


                                                                     Three months ended November            Nine months ended November
                                                                                30,                              30,
                                                                    ---------------------------            ---------------------------

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


    GAAP cost of revenue                                    $14,438                    $14,017              $42,888                    $40,498

                                  Amortization of intangible assets
                                  (1)                                         533                      889                  1,879                   3,018

                                 Depreciation expense (2)                     817                      907                  2,245                   1,935

                                  Stock-based compensation expense
                                  (3)                                         121                       58                    246                     146

    Non-GAAP cost of revenue                                $12,967                    $12,163              $38,518                    $35,399
                                                            =======                    =======              =======                    =======


    GAAP sales and marketing
     expense                                                $33,395                    $28,785              $93,905                    $86,013

                                  Amortization of intangible assets
                                  (1)                                         238                      424                    979                   1,341

                                 Depreciation expense (2)                      42                       55                    119                     172

                                  Stock-based compensation expense
                                  (3)                                       1,143                      578                  2,546                   1,278

    Non-GAAP sales and
     marketing expense                                      $31,972                    $27,728              $90,261                    $83,222
                                                            =======                    =======              =======                    =======


    GAAP research and
     development expense                                    $15,389                    $12,083              $42,167                    $34,563

                                 Depreciation expense (2)                     176                      146                    483                     410

                                  Stock-based compensation expense
                                  (3)                                       1,250                      209                  2,900                   1,474

                                  Acquisition and other non-
                                  recurring charges (4)                       372                      375                  1,127                     875

    Non-GAAP research and
     development expense                                    $13,591                    $11,353              $37,657                    $31,804
                                                            =======                    =======              =======                    =======


    GAAP general and
     administrative expense                                  $8,759                     $7,513              $25,947                    $22,018

                                  Amortization of intangible assets
                                  (1)                                           -                       6                      -                     23

                                 Depreciation expense (2)                     312                      206                    835                     468

                                  Stock-based compensation expense
                                  (3)                                       2,350                    1,578                  5,990                   4,653

                                  Acquisition and other non-
                                  recurring charges (4)                       213                      212                    487                     579

    Non-GAAP general and
     administrative expense                                  $5,884                     $5,511              $18,635                    $16,295
                                                             ======                     ======              =======                    =======


    GAAP total expense                                      $71,981                    $62,398             $204,907                   $183,092

                                  Amortization of intangible assets
                                  (1)                                         771                    1,319                  2,858                   4,382

                                 Depreciation expense (2)                   1,347                    1,314                  3,682                   2,985

                                  Stock-based compensation expense
                                  (3)                                       4,864                    2,423                 11,682                   7,551

                                  Acquisition and other non-
                                  recurring charges (4)                       585                      587                  1,614                   1,454

    Non-GAAP total expense                                  $64,414                    $56,755             $185,071                   $166,720
                                                            =======                    =======             ========                   ========

                                 Depreciation expense (2)                   1,347                    1,314                  3,682                   2,985

    Non-GAAP total expense
     including depreciation                                 $65,761                    $58,069             $188,753                   $169,705
                                                            =======                    =======             ========                   ========


                                                      Barracuda Networks, Inc.

                                   Reconciliation of Selected GAAP to Non-GAAP Financial Measures

                                            (in thousands, except per share information)

                                                            (Unaudited)


                                                                     Three months ended November            Nine months ended November
                                                                                30,                              30,
                                                                    ---------------------------            ---------------------------

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


    GAAP operating income (loss)                           $(1,574)                  $(3,012)                $361                   $(9,639)

                                  Amortization of intangible assets
                                  (1)                                         771                    1,319                  2,858                   4,382

                                  Stock-based compensation expense
                                  (3)                                       4,864                    2,423                 11,682                   7,551

                                  Acquisition and other non-
                                  recurring charges (4)                       585                      587                  1,614                   1,454

    Non-GAAP operating income                                $4,646                     $1,317              $16,515                     $3,748
                                                             ======                     ======              =======                     ======


    GAAP net income (loss)
     attributable to Barracuda
     Networks, Inc.                                           $(36)                  $(2,093)                $853                   $(6,672)

                                  Amortization of intangible assets
                                  (1)                                         771                    1,319                  2,858                   4,382

                                  Stock-based compensation expense
                                  (3)                                       4,864                    2,423                 11,682                   7,551

                                  Acquisition and other non-
                                  recurring charges (4)                       585                      587                  1,614                   1,454

                                  Income tax effect of non-GAAP
                                  exclusions (5)                          (4,695)                 (1,277)               (7,881)                (3,986)

                                 Other income adjustments (6)               1,703                    (267)                 2,219                    (94)

                                 Non-controlling interest (7)                   -                   (199)                     -                  (561)

    Non-GAAP net income                                      $3,192                       $493              $11,345                     $2,074
                                                             ======                       ====              =======                     ======


    Non-GAAP diluted earnings
     per share (8)                                            $0.06                      $0.01                $0.21                      $0.04
                                                              =====                      =====                =====                      =====

    Weighted-average shares
     used to compute diluted
     earnings per share                                                  54,007                   48,721                 53,785                  47,602
                                                                         ======                   ======                 ======                  ======


    (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 November              Nine months ended November
                                                                               30,                                 30,
                                                                  ----------------------------              ---------------------------

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


    GAAP net income (loss)
     attributable to Barracuda
     Networks, Inc.                                         $(36)                   $(2,093)                  $853                    $(6,672)

                               Deferred revenue, end of period           357,694                    298,823                 357,694                   298,823

                                Less: Deferred revenue, beginning
                                of period                              (342,663)                 (286,792)              (313,157)                (261,243)

                                Less: Deferred costs, end of
                                period                                  (56,114)                  (48,270)               (56,114)                 (48,270)

                                Deferred costs, beginning of
                                period                                    54,582                     46,058                  50,279                    39,470

                               Other expense (income), net                 1,789                      (121)                  2,527                       329

                               Benefit from income taxes                 (3,327)                     (599)                (3,019)                  (2,735)

                                Acquisition and other non-
                                recurring charges                            585                        587                   1,614                     1,454

                               Stock-based compensation expense            4,864                      2,423                  11,682                     7,551

                               Amortization of intangible assets             771                      1,319                   2,858                     4,382

                               Depreciation expense                        1,347                      1,314                   3,682                     2,985

    Adjusted EBITDA (1)                                   $19,492                     $12,649                $58,899                     $36,074
                                                          =======                     =======                =======                     =======



    (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 for (benefit from)
                     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 balances as of November
                     30, 2014 and August 31, 2014
                     exclude the amounts related to
                     acquisition date deferred revenue
                     assumed from 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                    Nine months ended November
                       November 30,                                   30,
                   -------------------                    --------------------------

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


    GAAP cash
     flows from
     operating
     activities                    $12,192                                     $10,593                                 $33,074    $22,676

    Purchase of
     property and
     equipment                     (3,284)                                    (1,328)                                (7,059)   (5,857)

    Acquisition
     and other
     non-
     recurring
     charges (1)                       575                                         447                                   1,350      3,916

    Adjusted free
     cash flow (2)                  $9,483                                      $9,712                                 $27,365    $20,735
                                    ======                                      ======                                 =======    =======


    (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 previous 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 November 30,
                                                                                                                  2014
                                                              ------------------                  ------------------------------------

                                              February 28,                       May 31,                                                August 31,           November 30,
                                                               2014                          2014                                                       2014                    2014
                                                               ----                          ----                                                       ----                    ----


    GAAP cash
     flows from
     operating
     activities                                             $19,534                        $5,407                                                    $15,475                 $12,192     $52,608

    Purchase of
     property and
     equipment                                              (1,759)                      (1,589)                                                   (2,186)                (3,284)    (8,818)

    Acquisition
     and other
     non-
     recurring
     charges                                                    902                           385                                                        390                     575       2,252

    Adjusted free
     cash flow                                              $18,677                        $4,203                                                    $13,679                  $9,483     $46,042
                                                            =======                        ======                                                    =======                  ======     =======


                                                  Barracuda Networks, Inc.

                                      Reconciliation of GAAP Revenue to Gross Billings

                                                       (in thousands)

                                                        (Unaudited)


                                                           Three months ended November            Nine months ended November
                                                                       30,                              30,
                                                          ----------------------------            ---------------------------

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


    GAAP Revenue                                  $70,407                     $59,386             $205,268                   $173,453

                           Total deferred revenue, end of
                           period                                357,694                  298,823                357,694                   298,823

                           Less:  total deferred revenue,
                           beginning of period                 (342,663)               (286,792)             (313,157)                (261,243)

                          Deferred revenue adjustments             6,094                    6,054                 18,362                    16,926
                                                                 -----

                           Total change in deferred
                           revenue and adjustments                21,125                   18,085                 62,899                    54,506

    Gross billings (1)(2)                         $91,532                     $77,471             $268,167                   $227,959
                                                  =======                     =======             ========                   ========


             (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 balances as of
                     November 30, 2014 and August
                     31, 2014 exclude the amounts
                     related to acquisition date
                     deferred revenue assumed from
                     C2C Systems Limited. We believe
                     that gross billings provide
                     insight into the sales of our
                     solutions and performance of
                     our business.
                     -------------------------------

             (2)    In order to determine how our
                     business performed exclusive of
                     the effect of foreign currency
                     fluctuations, we compare the
                     percentage change in our gross
                     billings from one period to
                     another using a constant
                     currency. To present this gross
                     billings information, the
                     current and comparative prior
                     period results for entities
                     that operate in other than U.S.
                     dollars are converted into U.S.
                     dollars at constant exchange
                     rates. For example, the rates
                     in effect at November 30, 2013,
                     which was the last day of our
                     prior fiscal year's comparable
                     quarter, were used to convert
                     current and comparable prior
                     period gross billings rather
                     than the actual exchange rates
                     in effect during the respective
                     period.


                                                                                            Barracuda Networks, Inc.

                                                                                 Condensed Consolidated Statements of Cash Flows

                                                                                                 (in thousands)

                                                                                                   (Unaudited)


                                                                                                                       Three months ended November 30,                  Nine months ended November 30,
                                                                                                                       -------------------------------               ------------------------------

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


    Operating activities

    Consolidated net income
     (loss)                                                                                                      $(36)                          $(2,292)               $853                           $(7,233)

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

                                                                                   Depreciation and amortization                       2,118                   2,381                          6,540                      7,115

                                                                                   Stock-based compensation                            4,864                   2,423                         11,682                      7,551

                                                                                    Excess tax benefits from equity
                                                                                    incentive plan                                   (2,414)                  (148)                       (6,752)                     (374)

                                                                                    Loss on disposal of property and
                                                                                    equipment                                             66                     260                             97                        296

                                                                                   Deferred income taxes                             (3,999)                (2,873)                      (10,197)                   (8,340)

                                                                                   Other                                                 107                       -                           107                          -

    Changes in operating assets and liabilities:

                                                                                   Accounts receivable, net                          (4,258)                (3,525)                      (12,785)                   (4,541)

                                                                                   Inventories, net                                       44                     288                            507                    (1,227)

                                                                                   Income taxes, net                                      67                   3,061                          3,140                      2,547

                                                                                   Deferred costs                                    (1,676)                (2,213)                       (6,088)                   (8,801)

                                                                                   Other current assets                                   86                     919                          (161)                        17

                                                                                   Other non-current assets                               41                     172                            141                        383

                                                                                   Accounts payable                                      863                 (2,043)                         (404)                   (2,307)

                                                                                    Accrued payroll and related
                                                                                    benefits                                             332                     454                            303                    (1,429)

                                                                                   Other accrued liabilities                           1,311                   1,514                          1,787                      1,211

                                                                                   Other long-term liabilities                             2                     260                             57                        331

                                                                                   Deferred revenue                                   14,674                  11,955                         44,247                     37,477
                                                                                                                                    ------

    Net cash provided by
     operating activities                                                                                                           12,192                  10,593                         33,074                     22,676


    Investing activities

                                                                                   Purchase of marketable securities                (11,488)                      -                      (11,488)                         -

                                                                                   Purchase of property and equipment                (3,284)                (1,328)                       (7,059)                   (5,857)

                                                                                   Purchase of intangible assets                        (38)                      -                          (38)                      (28)

                                                                                    Purchase of investment in non-
                                                                                    marketable equity and debt
                                                                                    securities                                         (500)                      -                       (1,100)                     (310)

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

    Net cash used in investing
     activities                                                                                                                   (15,310)                (1,328)                      (24,476)                  (14,670)


    Financing activities

                                                                                    Net proceeds from initial public
                                                                                    offering                                               -                 78,404                              -                    78,257

                                                                                    Proceeds from issuance of common
                                                                                    stock                                              5,314                   1,488                         12,560                      1,929

                                                                                    Taxes paid related to net share
                                                                                    settlement of equity awards                      (1,514)                    393                        (3,854)                     (798)

                                                                                   Repurchase of common stock                              -                      -                             -                     (723)

                                                                                   Dividends paid                                          -                      -                             -                   (1,419)

                                                                                    Repayment of employee loans, net
                                                                                    of loans extended                                    841                 (1,376)                           771                      1,743

                                                                                    Excess tax benefits from equity
                                                                                    incentive plan                                     2,414                     148                          6,752                        374

                                                                                   Repayment of note payable                            (59)                   (55)                         (177)                     (166)
                                                                                                                                      ----

    Net cash provided by
     financing activities                                                                                                            6,996                  79,002                         16,052                     79,197

    Effect of exchange rate
     changes on cash and cash
     equivalents                                                                                                                     (542)                   (14)                         (634)                      (49)

                                                                                                                                                                                                                      ---

    Net increase in cash and
     cash equivalents                                                                                                                3,336                  88,253                         24,016                     87,154


    Cash and cash equivalents at
     beginning of period                                                                                                           156,559                  28,996                        135,879                     30,095

    Cash and cash equivalents at
     end of period                                                                                            $159,895                           $117,249            $159,895                           $117,249
                                                                                                              ========                           ========            ========                           ========

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SOURCE Barracuda Networks, Inc.