Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission file number 000-26251
 
NETSCOUT SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
04-2837575
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification No.)
310 Littleton Road, Westford, MA 01886
(978) 614-4000
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)    YES  x    NO  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
x
Accelerated filer
 
¨
 
 
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
 
 
 
 
 
 
 
 
Smaller reporting company
 
¨
Emerging growth company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  ¨    NO  x
The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of July 27, 2017 was 89,538,391.



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NETSCOUT SYSTEMS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2017
TABLE OF CONTENTS
 
 
 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
 
 
 
 
 
 
 
 

Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q, or Quarterly Report, to “NetScout,” the “Company,” “we,” “us,” and “our” refer to NetScout Systems, Inc. and, where appropriate, our consolidated subsidiaries.

NetScout, the NetScout logo, Adaptive Service Intelligence and other trademarks or service marks of NetScout appearing in this Quarterly Report are the property of NetScout Systems, Inc. and/or its subsidiaries and/or affiliates in the USA and/or other countries. Any third-party trade names, trademarks and service marks appearing in this Quarterly Report are the property of their respective holders.





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Cautionary Statement Concerning Forward-Looking Statements

In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking statements under Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. These forward looking statements involve risks and uncertainties. These statements relate to future events or our future financial performance and are identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “intends,” “seeks,” “anticipates,” “believes,” “estimates,” “potential” or “continue,” or the negative of such terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on these forward-looking statements. Actual events or results may differ materially due to competitive factors and other factors, including those referred to in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for our fiscal year ended March 31, 2017, and elsewhere in this quarterly report. These factors may cause our actual results to differ materially from any forward-looking statement. We are under no duty to update any of these forward-looking statements after the date of this Quarterly Report or to conform these statements to actual results or revised expectations.


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PART I: FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
NetScout Systems, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
 
 
June 30,
2017
 
March 31,
2017
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
261,736

 
$
304,880

Marketable securities
138,719

 
137,892

Accounts receivable and unbilled costs, net of allowance for doubtful accounts of $1,186 and $2,066 at June 30, 2017 and March 31, 2017, respectively
185,881

 
294,374

Inventories and deferred costs
41,013

 
40,002

Prepaid income taxes
48,523

 
40,346

Prepaid expenses and other current assets (related party balances of $3,604 and $3,585 at June 30, 2017 and March 31, 2017, respectively)
29,026

 
36,972

Total current assets
704,898

 
854,466

Fixed assets, net
60,269

 
61,393

Goodwill
1,715,512

 
1,718,162

Intangible assets, net
906,345

 
931,269

Deferred income taxes
5,477

 
6,580

Long-term marketable securities
9,195

 
21,933

Other assets
8,134

 
7,710

Total assets
$
3,409,830

 
$
3,601,513

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable (related party balances of $422 and $444 at June 30, 2017 and March 31, 2017, respectively)
$
30,551

 
$
37,407

Accrued compensation
61,242

 
77,607

Accrued other
25,908

 
29,522

Income taxes payable
5,057

 
5,057

Deferred revenue and customer deposits
279,489

 
310,594

Total current liabilities
402,247

 
460,187

Other long-term liabilities
4,340

 
3,976

Deferred tax liability
268,364

 
277,599

Accrued long-term retirement benefits
33,301

 
32,117

Long-term deferred revenue and customer deposits
79,232

 
86,595

Long-term debt
300,000

 
300,000

Contingent liabilities
4,827

 
4,789

Total liabilities
1,092,311

 
1,165,263

Commitments and contingencies (Note 12)

 

Stockholders’ equity:
 
 
 
Preferred stock, $0.001 par value:
 
 
 
5,000,000 shares authorized; no shares issued or outstanding at June 30, 2017 and March 31, 2017

 

Common stock, $0.001 par value:
 
 
 
300,000,000 shares authorized; 116,342,146 and 115,917,431 shares issued and 89,538,391 and 92,041,288 shares outstanding at June 30, 2017 and March 31, 2017, respectively
116

 
116

Additional paid-in capital
2,703,275

 
2,693,846

Accumulated other comprehensive loss
(2,029
)
 
(3,472
)
Treasury stock at cost, 26,803,755 and 23,876,143 shares at June 30, 2017 and March 31, 2017, respectively
(676,302
)
 
(570,921
)
Retained earnings
292,459

 
316,681

Total stockholders’ equity
2,317,519

 
2,436,250

Total liabilities and stockholders’ equity
$
3,409,830

 
$
3,601,513

The accompanying notes are an integral part of these consolidated financial statements.

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NetScout Systems, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
 
June 30,
 
2017
 
2016
Revenue:
 
 
 
Product
$
114,822

 
$
164,589

Service
110,934

 
104,363

Total revenue
225,756

 
268,952

Cost of revenue:
 
 
 
Product (related party balances of $245 and $4,577, respectively)
37,845

 
59,827

Service (related party balances of $29 and $190, respectively)
28,717

 
27,207

Total cost of revenue
66,562

 
87,034

Gross profit
159,194

 
181,918

Operating expenses:
 
 
 
Research and development (related party balances of $3 and $1,026, respectively)
58,966

 
60,551

Sales and marketing (related party balances of $2 and $1,600, respectively)
85,361

 
81,588

General and administrative (related party balances of $244 and $1,504, respectively)
29,872

 
30,927

Amortization of acquired intangible assets
18,383

 
17,572

Restructuring charges
167

 
2,034

Total operating expenses
192,749

 
192,672

Loss from operations
(33,555
)
 
(10,754
)
Interest and other expense, net:
 
 
 
Interest income
480

 
191

Interest expense
(2,550
)
 
(2,331
)
Other expense
(1,065
)
 
(764
)
Total interest and other expense, net
(3,135
)
 
(2,904
)
Loss before income tax expense
(36,690
)
 
(13,658
)
Income tax benefit
(12,468
)
 
(4,660
)
Net loss
$
(24,222
)
 
$
(8,998
)
  Basic net loss per share
$
(0.27
)
 
$
(0.10
)
  Diluted net loss per share
$
(0.27
)
 
$
(0.10
)
Weighted average common shares outstanding used in computing:
 
 
 
Net loss per share - basic
91,180

 
93,344

Net loss per share - diluted
91,180

 
93,344

The accompanying notes are an integral part of these consolidated financial statements.

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NetScout Systems, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
 
 
Three Months Ended
 
June 30,
 
2017
 
2016
Net loss
$
(24,222
)
 
$
(8,998
)
Other comprehensive income (loss):
 
 
 
Cumulative translation adjustments
1,135

 
(258
)
Changes in market value of investments:
 
 
 
Changes in unrealized (losses) gains, net of (benefit) tax of ($2) and $0, respectively
(4
)
 
41

Total net change in market value of investments
(4
)
 
41

Changes in market value of derivatives:
 
 
 
Changes in market value of derivatives, net of tax (benefit) of $189 and ($19), respectively
305

 
(31
)
Reclassification adjustment for net gains included in net loss, net of taxes of $5, and $8, respectively
7


14

Total net change in market value of derivatives
312

 
(17
)
Other comprehensive income (loss)
1,443

 
(234
)
Total comprehensive loss
$
(22,779
)
 
$
(9,232
)
The accompanying notes are an integral part of these consolidated financial statements.

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NetScout Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Three Months Ended
 
June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net loss
$
(24,222
)
 
$
(8,998
)
Adjustments to reconcile net loss to cash provided by operating activities, net of the effects of acquisitions:
 
 
 
Depreciation and amortization
37,713

 
40,174

Loss on disposal of fixed assets
411

 
38

Deal-related compensation expense and accretion charges
38

 
38

Share-based compensation expense associated with equity awards
10,231

 
8,132

Deferred income taxes
(8,564
)
 
(11,328
)
Other gains (losses)
616

 
(17
)
Changes in assets and liabilities
 
 
 
Accounts receivable and unbilled costs
109,572

 
50,757

Due from related party

 
(1,984
)
Inventories
(4,737
)
 
(3,714
)
Prepaid expenses and other assets
(1,152
)
 
(5,429
)
Accounts payable
(7,126
)
 
4,858

Accrued compensation and other expenses
(20,787
)
 
(18,108
)
Due to related party
(22
)
 
704

Income taxes payable
185

 
(5
)
Deferred revenue
(39,521
)
 
(17,385
)
                Net cash provided by operating activities
52,635

 
37,733

Cash flows from investing activities:
 
 
 
Purchase of marketable securities
(35,413
)
 
(35,806
)
Proceeds from maturity of marketable securities
47,318

 
53,159

Purchase of fixed assets
(3,297
)
 
(9,218
)
Purchase of intangible assets

 
(20
)
Increase in deposits
(9
)
 
(62
)
Collection of contingently returnable consideration from related party

 
5,133

Capitalized software development costs
(45
)
 
(290
)
                Net cash provided by investing activities
8,554

 
12,896

Cash flows from financing activities:
 
 
 
Treasury stock repurchases
(100,000
)
 
(50,000
)
Tax withholding on restricted stock units
(5,381
)
 
(68
)
                Net cash used in financing activities
(105,381
)
 
(50,068
)
Effect of exchange rate changes on cash and cash equivalents
1,048

 
(402
)
Net (decrease) increase in cash and cash equivalents
(43,144
)
 
159

Cash and cash equivalents and restricted cash, beginning of period
305,726

 
210,897

Cash and cash equivalents and restricted cash, end of period
$
262,582

 
$
211,056

Supplemental disclosures:
 
 
 
Non-cash transactions:
 
 
 
Transfers of inventory to fixed assets
$
4,262

 
$
2,673

Additions to property, plant and equipment included in accounts payable
$
522

 
$
374

The accompanying notes are an integral part of these consolidated financial statements.

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NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been prepared by NetScout Systems, Inc., or NetScout or the Company. Certain information and footnote disclosures normally included in financial statements prepared under United States generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, the unaudited interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations and cash flows. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results reported in these unaudited interim consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. All significant intercompany accounts and transactions are eliminated in consolidation.
These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on May 24, 2017.
Recent Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost (ASU 2017-07) which requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2017 and should be applied retrospectively to all periods presented. ASU 2017-07 is effective for the Company beginning April 1, 2018. The Company is currently assessing the potential impact of the adoption of ASU 2017-07 on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business (ASU 2017-01). ASU 2017-01 clarifies the definition of a business with the objective of addressing whether transactions involving in-substance nonfinancial assets, held directly or in a subsidiary, should be accounted for as acquisitions or disposals of nonfinancial assets or of businesses. ASU 2017-01 is effective for annual periods beginning after December 15, 2017. Early adoption is permitted for transactions, including acquisitions or dispositions, which occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. The Company is evaluating the new guidance and does not believe the adoption of ASU 2017-01 will have a material impact on its consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18) related to the presentation of restricted cash in the statement of cash flows. The pronouncement requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. Entities will also have to disclose the nature of restricted cash and restricted cash equivalent balances. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company adopted this guidance retrospectively on April 1, 2017. The Company does not have a material amount of restricted cash. Adoption of this ASU did not have a material impact on the Company's consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). ASU 2016-16 requires that entities recognize the income tax effects of intra-entity transfers of assets other than inventory when the transfer occurs. Current GAAP prohibits the recognition of those tax effects until the asset has been sold to an outside party. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the new guidance and does not believe the adoption of ASU 2016-16 will have a material impact on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the

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statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently assessing the potential impact of the adoption of ASU 2016-15 on its consolidated statement of cash flows.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted this guidance on April 1, 2017, which had the following impact on the consolidated financial statements:
On a prospective basis, as required, the Company recorded excess tax benefits of $1.4 million to the provision for income taxes in the consolidated statement of operations for the three months ended June 30, 2017, instead of additional paid-in capital, in the consolidated balance sheet. As a result, net income increased $1.4 million and basic and diluted earnings per share increased by $0.02 for the three months ended June 30, 2017.
Excess tax benefits are presented as operating cash inflows in the consolidated statements of cash flows, which the Company elected    to apply on a retrospective basis. As a result, the Company classified $1.4 million of excess tax benefits as operating cash inflows included within the change in income taxes payable in the consolidated statement of cash flows for the three months ended June 30, 2017.
The Company prospectively excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share under the treasury stock method, which did not have a material impact on diluted earnings per share for the three months ended June 30, 2017.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification (ASU 2016-02), its new standard on accounting for leases. This update requires the recognition of leased assets and lease obligations by lessees for those leases currently classified as operating leases under existing lease guidance. Short term leases with a term of 12 months or less are not required to be recognized. The update also requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. ASU 2016-02 is effective for annual reporting periods beginning after December 31, 2018 and interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the potential impact of the adoption of ASU 2016-02 on its consolidated financial statements.    
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09) and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016 and December 2016 within ASU 2015-04, 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively (ASU 2014-09, ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, collectively, Topic 606). Topic 606 supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible that more judgments and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 will be effective for the Company on April 1, 2018. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this standard. The Company believes it will elect the modified retrospective transition approach. However, the Company is still evaluating the impact of this new accounting standard. The adoption will most likely result in a reduction in deferred revenue as of April 1, 2018 for performance obligations that are deferred under current guidance that may not be deferred under Topic 606. Upon adoption of Topic 606, the Company expects to recognize a greater proportion of revenue upon delivery of its products, whereas some of its current product sales are initially recorded in deferred revenue and recognized over a period of time. Since the Company is currently expensing sales commissions as incurred, the requirement in the new standard to capitalize certain in-scope sales commissions is being evaluated to determine its potential impact on the consolidated financial statements in the year of adoption. The Company does not foresee any material impact on its cash flows. The Company will continue to assess all potential impacts of the guidance and given normal ongoing business dynamics, preliminary conclusions are subject to change.
NOTE 2 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
Financial instruments that potentially subject us to concentration of credit risk consist primarily of investments, trade accounts receivable and accounts payable. The Company's cash, cash equivalents, and marketable securities are placed with financial institutions with high credit standings.
At June 30, 2017 and March 31, 2017, the Company had no direct customers or indirect channel partners which accounted for more than 10% of the accounts receivable balance.

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During the three months ended June 30, 2017, no direct customers or indirect channel partners accounted for more than 10% of the Company's total revenue. During the three months ended June 30, 2016, one direct customer, Verizon, accounted for more than 10% of the Company's total revenue, while no indirect channel partners accounted for more than 10% of total revenue.
As disclosed parenthetically within the Company's consolidated balance sheet, the Company has receivables from related parties that represent a concentration of credit risk of $3.6 million at both June 30, 2017 and March 31, 2017.
Historically, the Company has not experienced any significant failure of its customers' ability to meet their payment obligations nor does the Company anticipate material non-performance by its customers in the future; accordingly, the Company does not require collateral from its customers. However, if the Company’s assumptions are incorrect, there could be an adverse impact on its allowance for doubtful accounts.
NOTE 3 – SHARE-BASED COMPENSATION
The following is a summary of share-based compensation expense including restricted stock units and employee stock purchases made under the Company's 2011 Employee Stock Purchase Plan (ESPP) based on estimated fair values within the applicable cost and expense lines identified below (in thousands):
 
Three Months Ended
 
June 30,
 
2017
 
2016
Cost of product revenue
$
213

 
$
195

Cost of service revenue
1,016

 
798

Research and development
3,175

 
2,633

Sales and marketing
3,444

 
2,611

General and administrative
2,383

 
1,895

 
$
10,231

 
$
8,132

Employee Stock Purchase Plan – The Company maintains the ESPP for all eligible employees as described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017. Under the ESPP, shares of the Company’s common stock may be purchased on the last day of each bi-annual offering period at 85% of the fair value on the last day of such offering period. The offering periods run from March 1st through August 31st and from September 1st through the last day of February each year.
NOTE 4 – CASH, CASH EQUIVALENTS, RESTRICTED CASH AND MARKETABLE SECURITIES
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents and those investments with original maturities greater than three months to be marketable securities. Cash and cash equivalents consisted of money market instruments and cash maintained with various financial institutions at June 30, 2017 and March 31, 2017.

Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands):
 
June 30, 2017
 
March 31, 2017
 
June 30, 2016
 
March 31, 2016
Cash and cash equivalents
$
261,736

 
$
304,880

 
$
210,870

 
$
210,711

Restricted cash
846

 
846

 
186

 
186

     Total cash, cash equivalents and restricted cash
$
262,582

 
$
305,726

 
$
211,056

 
$
210,897

The Company's restricted cash includes cash balances which are legally or contractually restricted. The Company's restricted cash is included within prepaid and other current assets and consists of amounts related to holdbacks associated with prior acquisitions.

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Marketable Securities
The following is a summary of marketable securities held by NetScout at June 30, 2017, classified as short-term and long-term (in thousands):
 
Amortized
Cost
 
Unrealized
Losses
 
Fair
Value
Type of security:
 
 
 
 
 
U.S. government and municipal obligations
$
102,826

 
$
(37
)
 
$
102,789

Commercial paper
32,672

 

 
32,672

Corporate bonds
3,260

 
(2
)
 
3,258

Total short-term marketable securities
138,758

 
(39
)
 
138,719

U.S. government and municipal obligations
9,205

 
(10
)
 
9,195

Total long-term marketable securities
9,205

 
(10
)
 
9,195

Total marketable securities
$
147,963

 
$
(49
)
 
$
147,914

The following is a summary of marketable securities held by NetScout at March 31, 2017, classified as short-term and long-term (in thousands):
 
Amortized
Cost
 
Unrealized
Losses
 
Fair
Value
Type of security:
 
 
 
 
 
U.S. government and municipal obligations
$
98,989

 
$
(21
)
 
$
98,968

Commercial paper
29,469

 

 
29,469

Corporate bonds
7,959

 
(3
)
 
7,956

Certificates of deposit
1,499

 

 
1,499

Total short-term marketable securities
137,916

 
(24
)
 
137,892

U.S. government and municipal obligations
21,952

 
(19
)
 
21,933

Total long-term marketable securities
21,952

 
(19
)
 
21,933

Total marketable securities
$
159,868

 
$
(43
)
 
$
159,825

Contractual maturities of the Company’s marketable securities held at June 30, 2017 and March 31, 2017 were as follows (in thousands):

June 30,
2017

March 31,
2017
Available-for-sale securities:



Due in 1 year or less
$
138,719


$
137,892

Due after 1 year through 5 years
9,195


21,933


$
147,914


$
159,825


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NOTE 5 – FAIR VALUE MEASUREMENTS
The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant non-observable inputs. The following tables present the Company’s financial assets and liabilities measured on a recurring basis using the fair value hierarchy at June 30, 2017 and March 31, 2017 (in thousands):

Fair Value Measurements at
 
June 30, 2017
 
Level 1

Level 2

Level 3

Total
ASSETS:

 

 



Cash and cash equivalents
$
261,736

 
$

 
$

 
$
261,736

U.S. government and municipal obligations
35,697

 
76,287

 


111,984

Commercial paper

 
32,672

 


32,672

Corporate bonds
3,258

 

 


3,258

Derivative financial instruments

 
420

 


420


$
300,691

 
$
109,379

 
$


$
410,070

LIABILITIES:

 

 



Contingent purchase consideration
$

 
$

 
$
(5,487
)

$
(5,487
)
Derivative financial instruments

 
(17
)
 


(17
)

$

 
$
(17
)
 
$
(5,487
)

$
(5,504
)

Fair Value Measurements at
 
March 31, 2017
 
Level 1

Level 2

Level 3

Total
ASSETS:

 

 



Cash and cash equivalents
$
304,880

 
$

 
$


$
304,880

U.S. government and municipal obligations
40,628

 
80,273

 


120,901

Commercial paper

 
29,469

 


29,469

Corporate bonds
7,956

 

 


7,956

Certificate of deposits

 
1,499

 


1,499

Derivative financial instruments

 
110

 

 
110


$
353,464


$
111,351


$


$
464,815

LIABILITIES:

 

 



Contingent purchase consideration
$

 
$

 
$
(5,449
)

$
(5,449
)
Derivative financial instruments

 
(213
)
 


(213
)

$


$
(213
)

$
(5,449
)

$
(5,662
)
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including marketable securities and derivative financial instruments.
The Company’s Level 1 investments are classified as such because they are valued using quoted market prices or alternative pricing sources with reasonable levels of price transparency.
The Company’s Level 2 investments are classified as such because fair value is calculated using market observable data for similar but not identical instruments, or a discounted cash flow model using the contractual interest rate as compared with the underlying interest yield curve. The Company classifies municipal obligations as level 2 because the fair values are determined using quoted prices from markets the Company considers to be inactive. Commercial paper is classified as Level 2 because the Company uses market information from similar but not identical instruments and discounted cash flow models based on interest rate yield curves to determine fair value. The Company's derivative financial instruments consist of forward foreign exchange contracts and are classified as Level 2 because the fair values of these derivatives are determined using

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models based on market observable inputs, including spot prices for foreign currencies and credit derivatives, as well as an interest rate factor.
The Company's Level 3 liability consists of contingent purchase consideration. The Company's contingent purchase consideration at June 30, 2017 includes $660 thousand related to the acquisition of certain assets and liabilities of Avvasi Inc. (Avvasi) in the second quarter of fiscal year 2017. The contingent purchase consideration represents amounts deposited into an escrow account, which was established to cover damages the Company suffers related to any liabilities that the Company did not agree to assume or as a result of the breach of representations and warranties of the seller as described in the asset purchase agreement. The contingent purchase consideration is included as accrued other in the Company's consolidated balance sheet as of June 30, 2017.
The fair value of contingent purchase consideration related to the acquisition of Simena LLC (Simena) in November 2011 for future consideration to be paid to the former seller is $4.8 million at June 30, 2017. The contingent purchase consideration is included as a contingent liability in the Company's consolidated balance sheet at June 30, 2017 and March 31, 2017.
The following table sets forth a reconciliation of changes in the fair value of the Company’s Level 3 financial assets and liabilities for the three months ended June 30, 2017 (in thousands):

Contingent
Purchase
Consideration
Balance at March 31, 2017
$
(5,449
)
Increase in fair value and accretion expense (included within research and development expense)
(38
)
Balance at June 30, 2017
$
(5,487
)
Deal-related compensation expense and accretion charges related to the contingent consideration for the three months ended June 30, 2017 was $38 thousand and was included as part of earnings.
NOTE 6 – INVENTORIES
Inventories are stated at the lower of actual cost or net realizable value. Cost is determined by using the first in, first out (FIFO) method. Inventories consist of the following (in thousands):

June 30,
2017
 
March 31,
2017
Raw materials
$
21,947

 
$
22,305

Work in process
294

 
998

Finished goods and deferred costs
18,772

 
16,699


$
41,013

 
$
40,002


NOTE 7 - ACQUISITIONS
Avvasi
On August 19, 2016, the Company acquired certain assets and liabilities of Avvasi for $4.6 million. Avvasi’s technology allows service providers to measure, improve and monetize video in their networks. This acquisition builds on the Company's ongoing investment to enhance its service assurance capabilities for video traffic over 4G/LTE networks.
Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill of $2.0 million from the acquisition was included within the Service Assurance reporting unit.

Communications Business
On July 14, 2015 (Closing Date), the Company completed the acquisition of Danaher Corporation’s (Danaher) Communications Business (Communications Business), which included certain assets, liabilities, technology and employees within Tektronix Communications, VSS Monitoring, Arbor Networks and certain portions of the Fluke Networks Enterprise business, which excluded Danaher’s data communications cable installation business and its communication service provider business (the Comms Transaction), which was structured as a Reverse Morris Trust transaction whereby Danaher contributed its Communications Business to a new subsidiary, Potomac Holding LLC (Newco). The total equity consideration was approximately $2.3 billion based on issuing approximately 62.5 million new shares of NetScout common stock to the existing common unit holders of Newco, based on the July 13, 2015 NetScout common stock closing share price of $36.89 per

11

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share. On the Closing Date, the Company did not gain control over certain foreign entities due to regulatory and other compliance requirements (Delayed Close Entities). The Company closed on the acquisition of these Delayed Close Entities on October 7, 2015.
In connection with the Comms Transaction, under the Employee Matters Agreement dated July 14, 2015 by and among the Company, Danaher and Newco, Danaher funded certain contracts under which employees provided post-combination services to the Company.
1)
For any outstanding Danaher restricted stock units or stock options held by employees of the Communications Business transferred to Newco (Newco Employees) that vested from July 14, 2015 through August 4, 2015, the awards continued to vest in Danaher shares. These awards met the definition of a derivative under ASC 815 and as such, the Company determined the fair value of these awards on July 14, 2015 and recorded them separately from the business combination as prepaid compensation. The derivative was amortized into compensation expense through August 4, 2015, the post-combination requisite settlement date.
2)
All outstanding Danaher restricted stock units or stock options held by Newco Employees that were due to vest after August 4, 2015 were cancelled and replaced by NetScout with a cash retention award equal to one half of the value of the employee’s cancelled Danaher equity award and up to an aggregate of $15 million of restricted stock units relating to shares of NetScout common stock equal to the remaining one half of the value of the employee’s cancelled Danaher equity award. The restricted stock units issued are considered new share-based payment awards granted by NetScout to the former employees of Danaher. NetScout accounted for these new awards separately from the business combination. The Company recognized share-based compensation net of an estimated forfeiture rate and only recognized compensation cost for those shares expected to vest on a straight-line basis over the requisite service period of the award. The cash retention award was paid on August 4, 2016, to those employees that continued their employment with NetScout through the applicable vesting date of August 4, 2016. Danaher reimbursed NetScout for the amount of the cash retention payments (net of any applicable employment taxes and tax deductions). The cash retention award liability was accounted for separately from the business combination as the cash retention award was automatically forfeited upon termination of employment. NetScout recorded the cash retention award liability over the period it was earned as compensation expense for post-combination services. The reimbursement by Danaher to NetScout of the cash retention award payment was accounted for separately from the business combination on the date of the acquisition. For the three months ended June 30, 2017 and 2016, $0 and $1.7 million, respectively, was recorded as compensation expense for post-combination services.
3)
Newco Employees that were entitled to receive an incentive bonus under the Danaher annual bonus plan and who continued to be employed by NetScout through December 31, 2015 received a cash incentive bonus payment. The cash incentive bonus liability was accounted for separately from the business combination as the cash incentive bonus is automatically forfeited upon termination of employment. NetScout recorded the liability over the period it was earned as compensation expense for post-combination services. The payment of the cash retention award, which was reimbursed by Danaher to NetScout, was accounted for separately from the business combination on the date of the acquisition.
4)
Certain Newco Employees received cash retention payments that were subject to the employee’s continued employment with NetScout through October 16, 2015, ninety (90) days after the close of the acquisition. The cash retention payment liability was accounted for separately from the business combination as the cash retention payment was automatically forfeited upon termination of employment. NetScout recorded the liability over the period it was earned as compensation expense for post-combination services. The payment of the cash retention award, which was reimbursed by Danaher to NetScout, was accounted for separately from the business combination on the date of the acquisition.
NOTE 8 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
We assess goodwill for impairment at the reporting unit level at least annually, or on an interim basis if an event occurs or circumstances change that would, more likely than not, reduce the fair value of the reporting unit below its carrying value. The Company completed its annual impairment test on January 31, 2017.

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Through the first quarter of fiscal year 2017, the Company had five reporting units: (1) legacy NetScout, (2) cybersecurity (Arbor Networks), (3) service assurance product lines focused on the service provider market (formerly known as Tektronix Communications), (4) network visibility product lines (formerly known as VSS Monitoring) and (5) service assurance product lines primarily focused on the enterprise market (formerly known as FNET). As part of its continued integration efforts with respect to the Comms Transaction, effective July 1, 2016, the Company reorganized its business units. As a result of this change, the Company reduced the number of reporting units from five reporting units to two reporting units. The two reporting units are: (1) Service Assurance and (2) Security. The former cybersecurity reporting unit was aggregated within the Security reporting unit along with portions of the legacy NetScout business while all other former reporting units were aggregated into the Service Assurance reporting unit. Our reporting units are determined based on the components of our operating segments that constitute a business for which financial information is available and for which operating results are regularly reviewed by segment management.
At June 30, 2017, goodwill attributable to our Service Assurance and Security reporting units was $1.2 billion and $548.8 million, respectively. At March 31, 2017, goodwill attributable to our Service Assurance and Security reporting units was $1.2 billion and $548.5 million, respectively.
The change in the carrying amount of goodwill for the three months ended June 30, 2017 is due to the impact of foreign currency translation adjustments related to asset balances that are recorded in currencies other than the U.S. Dollar.
The changes in the carrying amount of goodwill for the three months ended June 30, 2017 are as follows (in thousands):
Balance at March 31, 2017
$
1,718,162

Foreign currency translation impact
(2,650
)
Balance as of June 30, 2017
$
1,715,512

Intangible Assets
The net carrying amounts of intangible assets were $906.3 million and $931.3 million at June 30, 2017 and March 31, 2017, respectively. Intangible assets acquired in a business combination are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. The Company amortizes intangible assets over their estimated useful lives, except for the acquired trade name which resulted from the Network General Central Corporation (Network General) acquisition, which has an indefinite life and thus is not amortized. The carrying value of the indefinite-lived trade name is evaluated for potential impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
Intangible assets include the indefinite-lived trade name with a carrying value of $18.6 million and the following amortizable intangible assets at June 30, 2017 (in thousands):

Cost

Accumulated
Amortization

Net
Developed technology
$
254,895

 
$
(119,732
)
 
$
135,163

Customer relationships
834,833

 
(122,064
)
 
712,769

Distributor relationships and technology licenses
8,343

 
(3,603
)
 
4,740

Definite-lived trademark and trade name
43,951

 
(13,898
)
 
30,053

Core technology
7,164

 
(6,181
)
 
983

Net beneficial leases
336

 
(336
)
 

Non-compete agreements
287

 
(287
)
 

Leasehold interest
2,600

 
(1,143
)
 
1,457

Backlog
18,236

 
(18,230
)
 
6

Capitalized software
3,092

 
(839
)
 
2,253

Other
1,208

 
(887
)
 
321

 
$
1,174,945

 
$
(287,200
)
 
$
887,745


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Intangible assets include the indefinite-lived trade name with a carrying value of $18.6 million and the following amortizable intangible assets at March 31, 2017 (in thousands):

Cost

Accumulated
Amortization

Net
Developed technology
$
254,005

 
$
(110,200
)
 
$
143,805

Customer relationships
831,731

 
(105,319
)
 
726,412

Distributor relationships and technology licenses
8,290

 
(3,068
)
 
5,222

Definite-lived trademark and trade name
43,817

 
(12,078
)
 
31,739

Core technology
7,108

 
(6,009
)
 
1,099

Net beneficial leases
336

 
(336
)
 

Non-compete agreements
278

 
(278
)
 

Leasehold interest
2,600

 
(998
)
 
1,602

Backlog
18,142

 
(18,133
)
 
9

Capitalized software
3,047

 
(594
)
 
2,453

Other
1,208

 
(880
)
 
328


$
1,170,562

 
$
(257,893
)

$
912,669

Amortization included as product revenue consists of amortization of backlog. Amortization included as cost of product revenue consists of amortization of developed technology, distributor relationships and technology licenses, core technology and software. Amortization included as operating expense consists of all other intangible assets. The following table provides a summary of amortization expense for the three months ended June 30, 2017 and 2016, respectively.
 
Three Months Ended
 
June 30,
 
2017
 
2016
Amortization of intangible assets included as:
 
 
 
    Product revenue
$
2

 
$
2,877

    Cost of product revenue
9,814

 
10,672

    Operating expense
18,389

 
17,627

 
$
28,205

 
$
31,176

The following is the expected future amortization expense at June 30, 2017 for the fiscal years ending March 31 (in thousands):
2018 (remaining nine months)
$
83,917

2019
106,443

2020
98,152

2021
85,659

2022
74,347

Thereafter
439,227


$
887,745

The weighted average amortization period of developed technology and core technology is 11.5 years. The weighted average amortization period for customer and distributor relationships is 16.1 years. The weighted average amortization period for trademarks and trade names is 8.5 years. The weighted average amortization period for leasehold interests is 5.6 years. The weighted average amortization period for backlog is 2.0 years. The weighted average amortization period for capitalized software is 4.0 years. The weighted average amortization period for amortizing all intangible assets is 14.6 years.

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NOTE 9 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
NetScout operates internationally and, in the normal course of business, is exposed to fluctuations in foreign currency exchange rates. The exposures result from costs that are denominated in currencies other than the U.S. Dollar, primarily the Euro, British Pound, Canadian Dollar, and Indian Rupee. The Company manages its foreign cash flow risk by hedging forecasted cash flows for operating expenses denominated in foreign currencies for up to twelve months, within specified guidelines through the use of forward contracts. The Company enters into foreign currency exchange contracts to hedge cash flow exposures from costs that are denominated in currencies other than the U.S. Dollar. These hedges are designated as cash flow hedges at inception.
All of the Company’s derivative instruments are utilized for risk management purposes, and the Company does not use derivatives for speculative trading purposes. These contracts will mature over the next twelve months and are expected to impact earnings on or before maturity.
The notional amounts and fair values of derivative instruments in the consolidated balance sheets at June 30, 2017 and March 31, 2017 were as follows (in thousands):
 
Notional Amounts (a)

Prepaid Expenses and Other Current Assets

Accrued Other
 
June 30,
2017

March 31,
2017
 
June 30,
2017
 
March 31,
2017
 
June 30,
2017
 
March 31,
2017
Derivatives Designated as Hedging Instruments:











Forward contracts
$
14,355

 
$
14,752

 
$
420

 
$
110

 
$
17

 
$
213

 
(a)
Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
The following table provides the effect foreign exchange forward contracts had on other comprehensive income (loss) (OCI) and results of operations for the three months ended June 30, 2017 and 2016 (in thousands):
Derivatives in Cash
Flow Hedging
Relationships
Effective Portion

   Ineffective Portion                    
Gain (Loss) Recognized in
OCI on Derivative
(a)

Gain (Loss) Reclassified from
Accumulated OCI into Income
(b)

Gain (Loss) Recognized in Income (Amount
Excluded from Effectiveness Testing)
(c)
June 30, 2017
 
June 30, 2016

Location

June 30, 2017

June 30, 2016

Location

June 30, 2017
 
June 30, 2016
Forward contracts
$
494

 
$
(50
)

Research and
development

$
(28
)
 
$
(12
)

Research and
development

$
3

 
$
13






Sales and
marketing

40

 
34


Sales and
marketing

(28
)
 
(35
)

$
494


$
(50
)



$
12


$
22




$
(25
)

$
(22
)
(a)
The amount represents the change in fair value of derivative contracts due to changes in spot rates.
(b)
The amount represents reclassification from other comprehensive income to earnings that occurs when the hedged item affects earnings.
(c)
The amount represents the change in fair value of derivative contracts due to changes in the difference between the spot price and forward price that is excluded from the assessment of hedge effectiveness and therefore recognized in earnings. No gains or losses were reclassified as a result of discontinuance of cash flow hedges.

NOTE 10 – LONG-TERM DEBT
On July 14, 2015, the Company entered into a certain credit facility with a syndicate of lenders pursuant to a Credit Agreement (Credit Agreement), dated as of July 14, 2015, by and among: the Company; JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent and collateral agent; J.P. Morgan Securities LLC, KeyBanc Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners; Santander Bank, N.A., SunTrust Bank, N.A. and U.S. Bank National Association, as co-documentation agents; and the lenders party thereto. The Credit Agreement provides for a five-year, $800 million senior secured revolving credit facility, including a letter of credit sub-facility of up to $50 million. The Company may elect to use this credit facility for working capital purposes or to finance the repurchase of up to 20 million shares of common stock under the Company's common stock repurchase plan. The commitments under the Credit Agreement will expire on July 14, 2020, and any outstanding loans will be due on that date. At June 30, 2017, $300 million was outstanding under this credit facility.

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At the Company’s election, revolving loans under the Credit Agreement bear interest at either (a) an Alternate Base Rate per annum equal to the greatest of (1) JPMorgan’s prime rate, (2) 0.50% in excess of the Federal Funds effective rate, or (3) an adjusted one month LIBOR rate plus 1%; or (b) such adjusted LIBOR rate (for the interest period selected by the Company), in each case plus an applicable margin. For the period from the delivery of the Company's financial statements for the quarter ended March 31, 2017 until the Company has delivered financial statements for the quarter ended June 30, 2017, the applicable margin will be 1.25% per annum for LIBOR loans and 0.25% per annum for Alternate Base Rate loans, and thereafter the applicable margin will vary depending on the Company’s leverage ratio, ranging from 1.00% per annum for Base Rate loans and 2.00% per annum for LIBOR loans if the Company’s consolidated leverage ratio is greater than 2.50 to 1.00, down to 0.25% per annum for Alternate Base Rate loans and 1.25% per annum for LIBOR loans if the Company’s consolidated leverage ratio is equal to or less than 1.00 to 1.00.
The Company’s consolidated leverage ratio is the ratio of its total funded debt compared to its consolidated adjusted EBITDA. Consolidated adjusted EBITDA includes certain adjustments, including, without limitation, adjustments relating to extraordinary, unusual or non-recurring charges, certain restructuring charges, non-cash charges, certain transaction costs and expenses and certain pro forma adjustments in connection with material acquisitions and dispositions, all as set forth in detail in the definition of Consolidated adjusted EBITDA in the Credit Agreement.
Commitment fees will accrue on the daily unused amount of the credit facility. For the period from the delivery of the Company's financial statements for the quarter ended March 31, 2017 until the Company has delivered financial statements for the quarter ended June 30, 2017, the commitment fee was 0.20% per annum, and thereafter the commitment fee will vary depending on the Company’s consolidated leverage ratio, ranging from 0.35% per annum if the Company’s consolidated leverage ratio is greater than 2.50 to 1.00, down to 0.20% per annum if the Company’s consolidated leverage ratio is equal to or less than 1.00 to 1.00.
Letter of credit participation fees are payable to each lender on the amount of such lender’s letter of credit exposure, during the period from the closing date of the Credit Agreement to but excluding the date which is the later of (i) the date on which such lender’s commitment terminates or (ii) the date on which such lender ceases to have any letter of credit exposure, at a rate per annum equal to the applicable margin for LIBOR loans. Additionally, the Company will pay a fronting fee to each issuing bank in amounts to be agreed to between the Company and the applicable issuing bank.
Interest on Alternate Base Rate loans is payable at the end of each calendar quarter. Interest on LIBOR loans is payable at the end of each interest rate period or at the end of each three-month interval within an interest rate period if the period is longer than three months. The Company may also prepay loans under the Credit Agreement at any time, without penalty, subject to certain notice requirements.
Debt is recorded at the amount drawn on the revolving credit facility plus interest based on floating rates reflective of changes in the market which approximates fair value.
The loans and other obligations under the credit facility are (a) guaranteed by each of the Company’s wholly owned material domestic restricted subsidiaries, subject to certain exceptions, and (b) are secured by substantially all of the assets of the Company and the subsidiary guarantors, including a pledge of all the capital stock of material subsidiaries held directly by the Company and the subsidiary guarantors (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain customary exceptions and limitations. The Credit Agreement generally prohibits any other liens on the assets of the Company and its restricted subsidiaries, subject to certain exceptions as described in the Credit Agreement.
The Credit Agreement contains certain covenants applicable to the Company and its restricted subsidiaries, including, without limitation, limitations on additional indebtedness, liens, various fundamental changes, dividends and distributions, investments (including acquisitions), transactions with affiliates, asset sales, including sale-leaseback transactions, speculative hedge agreements, payment of junior financing, changes in business and other limitations customary in senior secured credit facilities. In addition, the Company is required to maintain certain consolidated leverage and interest coverage ratios. These covenants and limitations are more fully described in the Credit Agreement. At June 30, 2017, the Company was in compliance with all of these covenants.
The Credit Agreement provides that events of default will exist in certain circumstances, including failure to make payment of principal or interest on the loans when required, failure to perform certain obligations under the Credit Agreement and related documents, defaults under certain other indebtedness, certain insolvency events, certain events arising under ERISA, a change of control and certain other events. Upon an event of default, the administrative agent with the consent of, or at the request of, the holders of more than 50% in principal amount of the loans and commitments may terminate the commitments and accelerate the maturity of the loans and enforce certain other remedies under the Credit Agreement and the other loan documents.
In connection with the Company’s revolving credit facility described above, effective as of the closing date of the Credit Agreement, the Company terminated its existing term loan and revolving credit facility pursuant to the Credit and Security Agreement, dated as of November 22, 2011, by and among the Company, KeyBank National Association, as joint lead arranger,

16

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sole book runner and administrative agent, Wells Fargo Bank, National Association, as joint lead arranger and co-syndication agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger, Bank of America, N.A., as co-syndication agent, and Silicon Valley Bank and Comerica Bank, as co-documentation agents, and the Lenders party thereto.
The Company capitalized $6.6 million of debt issuance costs associated with the origination of the Credit Agreement, which are being amortized over the life of the revolving credit facility. The unamortized balance was $4.1 million as of June 30, 2017. The balance of $1.4 million was included as prepaid expenses and other current assets and a balance of $2.7 million was included as other assets in Company’s consolidated balance sheet.
NOTE 11 – RESTRUCTURING CHARGES
During the quarter ended June 30, 2016, the Company restructured certain departments to better align functions subsequent to the Comms Transaction. As a result of the restructuring program, the Company recorded $2.0 million of restructuring charges related to one-time termination benefits to be paid to nineteen employees. All one-time termination benefits were paid during the twelve months ended March 31, 2017.
During the quarter ended March 31, 2017, the Company restructured certain departments to better align functions subsequent to the Comms Transaction, resulting in the termination of forty-one employees. Communication of the plan to the impacted employees was substantially completed on March 31, 2017. As a result of the workforce reduction, during the twelve months ended March 31, 2017, the Company recorded a restructuring charge totaling $1.9 million related to one-time termination benefits and $0.4 million in facility related charges. All of the workforce reduction is expected to be completed during the quarter ending September 30, 2017. The Company recorded an additional charge for one-time termination benefits of $0.6 million during the quarter ended June 30, 2017. An additional charge for one-time termination benefits of approximately $0.1 million is anticipated to be recorded in the quarter ending September 30, 2017. The one-time termination benefits will be paid in full during the fiscal year ending March 31, 2018.
The following table provides a summary of the activity related to the restructuring plans and the related restructuring liability (in thousands):
 
Q4 FY2017 Plan
 
 
Employee-Related
 
Facilities Related
 
Total
Balance at March 31, 2017
$
1,550

 
$
405

 
$
1,955

Restructuring charges to operations
645

 

 
$
645

Cash payments
(1,153
)
 
(38
)
 
(1,191
)
Other adjustments
(446
)
 
12

 
(434
)
Balance at June 30, 2017
$
596

 
$
379

 
$
975

The accrual for employee-related severance is included as accrued compensation in the Company's consolidated balance sheets. The balance is expected to be paid in full in the next twelve months.
The accruals for facilities-related exit costs are included as accrued other and other long-term liabilities.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Acquisition related The Company has a contingent liability related to the acquisition of Simena in November 2011 for future consideration to be paid to the former seller which had an initial fair value of $8.0 million at the time of acquisition. At June 30, 2017, the present value of the future consideration was $4.8 million.
In addition, the Company has a contingent liability for $660 thousand related to the acquisition of Avvasi in August 2016 for which an escrow account was established to cover damages NetScout may suffer related to any liabilities that NetScout did not agree to assume or as a result of the breach of representations and warranties of the sellers as described in the asset purchase agreement. Generally, indemnification claims that Avvasi would be liable for are limited to the total amount of the escrow account, which shall be the sole source for the satisfaction of any damages to the Company for such claims, but such limitation does not apply with respect to seller's breach of certain fundamental representations or related to other specified indemnity items, for which certain of Avvasi's shareholders may be liable for additional amounts in excess of the escrow amount. Except to the extent that valid indemnification claims are made prior to such time, the $660 thousand will be paid to the seller on August 21, 2017.

17

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Legal – From time to time, NetScout is subject to legal proceedings and claims in the ordinary course of business. In the opinion of management, the amount of ultimate expense with respect to any current legal proceedings and claims, if determined adversely, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

NOTE 13 – PENSION BENEFIT PLANS
Certain of the Company's non-U.S. employees participate in certain noncontributory defined benefit pension plans acquired in the Comms Transaction on July 14, 2015. None of the Company's employees in the U.S. participate in any noncontributory defined benefit pension plans. In general, these plans are funded based on considerations relating to legal requirements, underlying asset returns, the plan’s funded status, the anticipated deductibility of the contribution, local practices, market conditions, interest rates and other factors.
The following sets forth the components of the Company's net periodic pension cost of the noncontributory defined benefit pension plans for the three months ended June 30, 2017 and 2016 (in thousands):
 
Three Months Ended
 
June 30,
 
2017
 
2016
Service cost
$
197

 
$
84

Interest cost
381

 
164

    Net periodic pension cost
$
578

 
$
248


Expected Contributions
During the three months ended June 30, 2017, the Company made contributions of $0.1 million to its defined benefit pension plans. During the fiscal year ending March 31, 2018, the Company's cash contribution requirements for its defined benefit pension plans are expected to be less than $1.0 million. As a majority of the participants within the Company's plans are all active employees, the benefit payments are not expected to be material in the foreseeable future.
NOTE 14 – TREASURY STOCK
On May 19, 2015, the Company’s board of directors approved a share repurchase program, conditional upon the completion of the Comms Transaction. This program enables the Company to repurchase up to 20 million shares of its common stock. This plan became effective on July 14, 2015 upon the completion of the Comms Transaction. The Company is not obligated to acquire any specific amount of common stock within any particular timeframe under this program. Through June 30, 2017, the Company has repurchased 16,006,995 shares totaling $480.0 million in the open market under this stock repurchase plan. At June 30, 2017, 3,993,005 shares of common stock remained available to be purchased under the plan. The Company repurchased 2,780,433 shares for $100.0 million under the program during the three months ended June 30, 2017.
In connection with the delivery of common shares upon vesting of restricted stock units, the Company withheld 147,179 shares at a cost of $5.4 million related to minimum statutory tax withholding requirements on these restricted stock units during the three months ended June 30, 2017. These withholding transactions do not fall under the repurchase program described above, and therefore do not reduce the amount that is available for repurchase under that program.

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NOTE 15 – NET LOSS PER SHARE
Calculations of the basic and diluted net loss per share and potential common shares are as follows (in thousands, except for per share data):

Three Months Ended
 
June 30,
 
2017

2016
Numerator:



Net loss
$
(24,222
)
 
$
(8,998
)
Denominator:
 
 
 
Denominator for basic net loss per share - weighted average common shares outstanding
91,180

 
93,344

Dilutive common equivalent shares:
 
 
 
      Weighted average restricted stock units

 

Denominator for diluted net loss per share - weighted average shares outstanding
91,180

 
93,344

Net loss per share:
 
 
 
Basic net loss per share
$
(0.27
)
 
$
(0.10
)
Diluted net loss per share
$
(0.27
)
 
$
(0.10
)
The following table sets forth restricted stock units excluded from the calculation of diluted net loss per share, since their inclusion would be anti-dilutive (in thousands):

Three Months Ended
 
June 30,
 
2017

2016
Restricted stock units
1,029

 
2,282

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during the period. Unvested restricted shares, although legally issued and outstanding, are not considered outstanding for purposes of calculating basic earnings per share. Diluted net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding stock options, restricted shares and restricted stock units using the treasury stock method. The calculation of the dilutive effect of outstanding equity awards under the treasury stock method includes consideration of proceeds from the assumed exercise of stock options and unrecognized compensation expense as additional proceeds. As we incurred a net loss in the three months ended June 30, 2017 and 2016, all outstanding restricted stock units have an anti-dilutive effect and are therefore excluded from the computation of diluted weighted average shares outstanding.
NOTE 16 – SEGMENT AND GEOGRAPHIC INFORMATION
As part of its continued integration efforts of the Comms Transaction, effective July 1, 2016, the Company reorganized its business units, which resulted in a change in operating segment composition. As a result of this change, the Company reorganized the number of operating segments from five operating segments to one operating segment. The financial information that is regularly reviewed by the Company's Chief Operating Decision Maker (CODM) to allocate resources and assess performance was changed during the second quarter of fiscal year 2017. Our operating segments are determined based on the units that constitute a business for which financial information is available and for which operating results are regularly reviewed by segment management. The Company reports revenue and income in one reportable segment.
The Company manages its business in the following geographic areas: United States, Europe, Asia and the rest of the world. In accordance with United States export control regulations, the Company does not sell or do business with countries subject to economic sanctions and export controls.

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Total revenue by geography is as follows (in thousands):

Three Months Ended
 
June 30,
 
2017

2016
United States
$
138,618

 
$
169,308

Europe
35,448

 
42,057

Asia
19,527

 
26,449

Rest of the world
32,163

 
31,138


$
225,756


$
268,952

The United States revenue includes sales to resellers in the United States. These resellers fulfill customer orders and may subsequently ship the Company’s products to international locations. The Company reports these shipments as United States revenue because the Company ships the products to a United States location. Further, the Company determines the geography of its sales after considering where the contract originated. Beginning in the first quarter of fiscal year 2018, the Company changed the structure of its sales force. As a result, consideration was given to this change when determining revenue by geography for the three months ended June 30, 2016. Prior periods in fiscal year 2017 were recast to conform to the current presentation. A majority of revenue attributable to locations outside of the United States is a result of export sales. Substantially all of the Company’s identifiable assets are located in the United States.
NOTE 17 - RELATED PARTY TRANSACTIONS
During our fiscal year ended March 31, 2016 and the three months ended June 30, 2016, a member of the Company’s Board of Directors served as an executive officer of Danaher. As part of the split off of Danaher’s Communications Business and the Company’s subsequent acquisition of that business from Newco's shareholders, NetScout has entered into multiple transactions with Danaher which include: transition services agreements, lease agreements, closing agreements, and compensation for post-combination services provisions within the separation and distribution agreement. This board member is now the founding President and CEO of Fortive Corporation (Fortive), which spun off of Danaher in July 2016. As part of the spin off of Fortive, the transition services agreement was amended to, among other things, assign Danaher's rights, duties, obligations and liabilities under the transition services agreement to Fluke Corporation, a subsidiary of Fortive. The Company will continue to report the wind down of preexisting transactions as related party transactions through the Company's fiscal year 2018. The Company has disclosed the transactions with Danaher and Fortive parenthetically within the financial statements.
As disclosed parenthetically within the Company's consolidated balance sheet, the Company has receivables from related parties. The following table summarizes those balances (in thousands):
 
June 30, 2017
 
March 31, 2017
Danaher
$
413

 
$
404

Fortive
3,191

 
3,181

 
$
3,604

 
$
3,585

As disclosed parenthetically within the Company's consolidated balance sheet, the Company has payables due to related parties. The following table summarizes those balances (in thousands):
 
June 30, 2017
 
March 31, 2017
Danaher
$
63

 
$

Fortive
359

 
444

 
$
422

 
$
444


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As disclosed parenthetically within the Company's consolidated statements of operations, the Company has recorded expenses from related parties. The following table summarizes those balances (in thousands):
 
Three Months Ended
 
June 30,
 
2017
 
2016
Danaher:
 
 
 
Cost of product revenue
$

 
$
4,577

Cost of service revenue

 
190

Research and development expenses

 
1,026

Sales and marketing
2

 
1,600

General and administrative expenses
1

 
1,504

 
$
3

 
$
8,897

Fortive:
 
 
 
Cost of product revenue
$
245

 
$

Cost of service revenue
29

 

Research and development expenses
3

 

Sales and marketing

 

General and administrative expenses
243

 

 
$
520

 
$

As disclosed within the Company's consolidated statements of cash flows, the Company has cash flows resulting from amounts due to related parties and due from related parties. The following table summarizes those cash flows (in thousands):
 
Three Months Ended
 
June 30,
 
2017
 
2016
Due from related party:
 
 
 
   Danaher
$

 
$
(1,984
)
   Fortive

 

       Total
$

 
$
(1,984
)
 
 
 
 
Due to related party:
 
 
 
   Danaher
$
63

 
$
704

   Fortive
(85
)
 

       Total
$
(22
)
 
$
704



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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview
We are an industry leader for real-time operational intelligence and performance analytics for service assurance and cyber security solutions that are used in many of the most demanding service provider, enterprise and government networks. Our solutions, based on proprietary Adaptive Service Intelligence (ASI) technology, help customers continuously monitor the service delivery environment to identify performance issues and to provide insight into network-based security threats. As a result, customers can quickly resolve issues that cause business disruptions or that adversely impact the user experience. We manufacture and market these products for integrated hardware and software solutions and are also well positioned to help customers deploy our software in commercial-off-the-shelf hardware and in virtualized form factors. Regardless of the platform, customers use our solutions to help drive return on investment on their network and broader information technology (IT) initiatives while reducing the tangible risks associated with downtime, poor service quality and compromised security.
We have been a technology innovator for three-plus decades since our founding in 1984. Our solutions change how organizations manage and optimize the delivery of business applications and services, assure user experience across global internet protocol (IP) networks and help protect networks from unwanted security threats. Through both internal development and acquisitions, we have continually enhanced and expanded our product portfolio to meet the evolving needs of customers worldwide. Our software analytics capture and transform terabytes of network traffic data in real time into high value, actionable information that enables customers to optimize network performance, manage applications, enhance security and gain insight into the end-user experience.
Our mission is to enable enterprise and service providers to realize maximum benefit with minimal risk from technology advances, like IP convergence, network function virtualization (NFV), software defined networking (SDN), virtualization, cloud, mobility, bring your own device (BYOD), web and the evolving Internet by managing the inherent complexity in a cost-effective manner. Our ASI technology, which we have developed in support of this mission, has the potential of not only expanding our leadership in our core markets, but can also serve as the underlying technology platform that can extend use of our solutions across our global customer base.
Our operating results are influenced by a number of factors, including, but not limited to, the mix and quantity of products and services sold, pricing, costs of materials used in our products, growth in employee-related costs, including commissions, and the expansion of our operations. Factors that affect our ability to maximize our operating results include, but are not limited to, our ability to introduce and enhance existing products, the marketplace acceptance of those new or enhanced products, continued expansion into international markets, development of strategic partnerships, competition, successful acquisition integration efforts, and our ability to achieve expense reductions and make structural improvements in the current economic conditions.
Results Overview
The gross profit percentage increased by three percentage points during the quarter ended June 30, 2017 as compared with the three months ended June 30, 2016.
Net loss for the quarter ended June 30, 2017 was $24.2 million, as compared with a net loss for the quarter ended June 30, 2016 of $9.0 million, resulting in a decrease in net income of $15.2 million. The increase in net loss was primarily due to a decrease in revenue related to a moderation in spending from service provider customers.
We continue to maintain strong liquidity. At June 30, 2017, cash, cash equivalents and marketable securities (current and non-current) totaled $409.7 million, a $55.0 million decrease from $464.7 million at March 31, 2017 due primarily to $100.0 million used to repurchase shares of our common stock, partially offset by cash provided by operations of $52.6 million during the three months ended June 30, 2017.
Use of Non-GAAP Financial Measures
We supplement the United States generally accepted accounting principles (GAAP) financial measures we report in quarterly and annual earnings announcements, investor presentations and other investor communications by reporting the following non-GAAP measures: non-GAAP total revenue, non-GAAP product revenue, non-GAAP service revenue, non-GAAP gross profit, non-GAAP income from operations, non-GAAP operating margin, non-GAAP earnings before interest and other expense, income taxes, depreciation and amortization (EBITDA) from operations, non-GAAP EBIDTA from operations margin, non-GAAP net income, and non-GAAP net income per share (diluted). Non-GAAP revenue (total, product and service) eliminates the GAAP effects of acquisitions by adding back revenue related to deferred revenue revaluation, as well as revenue

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impacted by the amortization of acquired intangible assets. Non-GAAP gross profit includes the foregoing adjustments and also removes expenses related to the amortization of acquired intangible assets, stock-based compensation, certain expenses relating to acquisitions including depreciation costs, compensation for post-combination services and business development and integration costs. Non-GAAP income from operations includes the foregoing adjustments and also removes restructuring charges. Non-GAAP operating margin is calculated based on the non-GAAP financial metrics discussed above. Non-GAAP EBITDA from operations includes the aforementioned items related to non-GAAP income from operations and also removes non-acquisition-related depreciation expense. Non-GAAP net income includes the foregoing adjustments and also removes expenses and or benefit related to share-based compensation and certain expenses relating to acquisitions including: compensation for post-combination services, business development charges, and depreciation expense, net of related income tax effects. Non-GAAP diluted net income per share also excludes these expenses as well as the related impact of all these adjustments on the provision for income taxes.
These non-GAAP measures are not in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (revenue, gross profit, operating profit, net income (loss) and diluted net income (loss) per share), and may have limitations in that they do not reflect all our results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be considered superior to, in isolation from, or as a substitute for results prepared in accordance with GAAP.
Management believes these non-GAAP financial measures enhance the reader's overall understanding of our current financial performance and our prospects for the future by providing a higher degree of transparency for certain financial measures and providing a level of disclosure that helps investors understand how we plan and measure our business. We believe that providing these non-GAAP measures affords investors a view of our operating results that may be more easily compared with our peer companies and also enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions. Presenting the GAAP measures on their own may not be indicative of our core operating results. Furthermore, management believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures provide useful information to management and investors regarding present and future business trends relating to our financial condition and results of operations.

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Table of Contents

The following table reconciles revenue, gross profit, loss from operations, net loss and net loss per share on a GAAP and non-GAAP basis for the three months ended June 30, 2017 and 2016 (in thousands, except for per share amounts):
 
Three Months Ended
 
June 30,
 
2017
 
2016
GAAP revenue
$
225,756

 
$
268,952

Product deferred revenue fair value adjustment
716

 
1,345

       Service deferred revenue fair value adjustment
2,375

 
4,783

       Amortization of acquired intangible assets
2

 
2,877

Non-GAAP revenue
$
228,849

 
$
277,957

 
 
 
 
GAAP gross profit
$
159,194

 
181,918

Product deferred revenue fair value adjustment
716

 
1,345

Service deferred revenue fair value adjustment
2,375

 
4,783

Share-based compensation expense
1,229

 
993

Amortization of acquired intangible assets
9,241

 
13,246

Business development and integration expense
989

 
158

Compensation for post-combination services

 
144

Acquisition related depreciation expense
42

 
165

Non-GAAP gross profit
$
173,786

 
$
202,752

 
 
 
 
GAAP loss from operations
$
(33,555
)
 
$
(10,754
)
Product deferred revenue fair value adjustment
716

 
1,345

Service deferred revenue fair value adjustment
2,375

 
4,783

Share-based compensation expense
10,231

 
8,132

Amortization of acquired intangible assets
27,624

 
30,818

Business development and integration expense
6,156

 
3,669

Compensation for post-combination services
237

 
1,715

Restructuring charges
167

 
2,034

Acquisition related depreciation expense
555

 
1,359

Non-GAAP income from operations
$
14,506

 
$
43,101



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Table of Contents

 
Three Months Ended
 
June 30,
 
2017
 
2016
GAAP net loss
$
(24,222
)
 
$
(8,998
)
Product deferred revenue fair value adjustment
716

 
1,345

Service deferred revenue fair value adjustment
2,375

 
4,783

Share-based compensation expense
10,231

 
8,132

Amortization of acquired intangible assets
27,624

 
30,818

Business development and integration expense
6,156

 
3,669

Compensation for post-combination services
237

 
1,715

Restructuring charges
167

 
2,034

Acquisition-related depreciation expense
555

 
1,359

Income tax adjustments
(16,220
)
 
(18,528
)
Non-GAAP net income
$
7,619

 
$
26,329

 
 
 
 
GAAP diluted net loss per share
$
(0.27
)
 
$
(0.10
)
Per share impact of non-GAAP adjustments identified above
0.35

 
0.38

Non-GAAP diluted net income per share
$
0.08

 
$
0.28

 
 
 
 
GAAP loss from operations
$
(33,555
)
 
$
(10,754
)
Previous adjustments to determine non-GAAP income from operations
48,061

 
53,855

Non-GAAP income from operations
14,506

 
43,101

Depreciation excluding acquisition related
9,534

 
7,997

Non-GAAP EBITDA from operations
$
24,040

 
$
51,098


Critical Accounting Policies
 Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP consistently applied. The preparation of these consolidated financial statements requires us to make significant estimates and judgments that affect the amounts reported in our consolidated financial statements and the accompanying notes. These items are regularly monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates.
While all of our accounting policies impact the consolidated financial statements, certain policies are viewed to be critical. Critical accounting policies are those that are both most important to the portrayal of our financial condition and results of operations and that require management's most subjective or complex judgments and estimates. We consider the following accounting policies to be critical in fully understanding and evaluating our financial results:
marketable securities;
revenue recognition;
valuation of goodwill, intangible assets and other acquisition accounting items; and
share-based compensation.
Please refer to the critical accounting policies set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the Securities and Exchange Commission (SEC) on May 24, 2017, for a description of all of our critical accounting policies.

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Table of Contents

Three Months Ended June 30, 2017 and 2016
Revenue
Product revenue consists of sales of our hardware products and licensing of our software products. Service revenue consists of customer support agreements, consulting and training. During the three months ended June 30, 2017, no direct customer or indirect channel partner accounted for more than 10% of our total revenue. During the three months ended June 30, 2016, one direct customer, Verizon, accounted for more than 10% of our total revenue, while no indirect channel partner accounted for more than 10% of our total revenue.

Three Months Ended

Change
 
June 30,


(Dollars in Thousands)

 
2017

2016

 
 

% of
Revenue

 

% of
Revenue

$

%
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Product
$
114,822

 
51
%
 
$
164,589

 
61
%
 
$
(49,767
)
 
(30
)%
Service
110,934

 
49

 
104,363

 
39

 
6,571

 
6
 %
Total revenue
$
225,756

 
100
%
 
$
268,952

 
100
%
 
$
(43,196
)
 
(16
)%
Product. The 30%, or $49.8 million, decrease in product revenue compared with the same period last year was due to a decrease in revenue from service assurance products. The primary factor for the decline in product revenue was attributable to a moderation in spending by service provider customers, who reduced spending on service assurance products by approximately $37 million.
Going forward, we expect that the revenue mix in future quarters will be more balanced between service provider and enterprise customers than last year's revenue mix. This is largely due to anticipated moderation in spending by service provider customers and anticipated growth by enterprise customers. However, the timing and magnitude of certain large projects will continue to impact the quarterly revenue mix in any given quarter. 
Service. The 6%, or $6.6 million, increase in service revenue compared with the same period last year was due to an increase in maintenance contracts. We expect service revenue growth will increase in line with the growth of our installed base and the related maintenance contracts, moderated by price erosion on larger maintenance and support agreements when they are renewed.
Total revenue by geography is as follows:
 
Three Months Ended
 
Change
 
June 30,
 
 
(Dollars in Thousands)
 
 
2017
 
2016
 
 
 
 
% of
Revenue
 
 
 
% of
Revenue
 
$
 
%
United States
$
138,618

 
61
%
 
$
169,308

 
63
%
 
$
(30,690
)
 
(18
)%
International:
 
 
 
 
 
 
 
 

 

Europe
35,448

 
16

 
42,057

 
15

 
(6,609
)
 
(16
)%
Asia
19,527

 
9

 
26,449

 
10

 
(6,922
)
 
(26
)%
Rest of the world
32,163

 
14

 
31,138

 
12

 
1,025

 
3
 %
Subtotal international
87,138

 
39

 
99,644

 
37

 
(12,506
)
 
(13
)%
Total revenue
$
225,756

 
100
%
 
$
268,952

 
100
%
 
$
(43,196
)
 
(16
)%
United States revenue decreased 18%, or $30.7 million, compared with the same period last year due to a decrease in revenue from service assurance products primarily associated with the aforementioned moderation in spending by service provider customers. The 13%, or $12.5 million, decrease in international revenue compared with the same period last year is primarily due to decreases in revenue for service assurance products used by service provider customers in Europe and Asia. We expect revenue from sales to customers outside the United States to continue to account for a significant portion of our total

26

Table of Contents

revenue in the future. In accordance with United States export control regulations, we do not sell to, or do business with, countries subject to economic sanctions and export controls.
Cost of Revenue and Gross Profit
Cost of product revenue consists primarily of material components, manufacturing personnel expenses, manuals, packaging materials, overhead and amortization of capitalized software, acquired developed technology and core technology. Cost of service revenue consists primarily of personnel, material, overhead and support costs.
 
Three Months Ended
 
Change
 
June 30,
 
 
(Dollars in Thousands)
 
 
2017
 
2016
 
 
 
 
% of
Revenue
 
 
 
% of
Revenue
 
$
 
%
Cost of revenue
 
 
 
 
 
 
 
 
 
 
 
Product
$
37,845

 
17
%
 
$
59,827

 
22
%
 
$
(21,982
)
 
(37
)%
Service
28,717

 
13

 
27,207

 
10

 
1,510

 
6
 %
Total cost of revenue
$
66,562

 
30
%
 
$
87,034

 
32
%
 
$
(20,472
)
 
(24
)%
Gross profit:
 
 
 
 
 
 
 
 
 
 
 
Product $
$
76,977

 
34
%
 
$
104,762

 
39
%
 
$
(27,785
)
 
(27
)%
Product gross profit %
67
%
 
 
 
64
%
 
 
 
 
 
 
Service $
$
82,217

 
36
%
 
$
77,156

 
29
%
 
$
5,061

 
7
 %
Service gross profit %
74
%
 
 
 
74
%
 
 
 
 
 
 
Total gross profit $
$
159,194

 
 
 
$
181,918

 
 
 
$
(22,724
)
 
(12
)%
Total gross profit %
71
%
 
 
 
68
%
 
 
 
 
 
 
Product. The 37%, or $22.0 million, decrease in cost of product revenue was primarily due to a $17.5 million decrease in direct material costs due to the shifts in product mix and the decrease in product revenue, a $1.8 million decrease in expenses related to transitional service agreements related to the Comms Transaction, a $0.9 million decrease from the purchase accounting fair value amortization adjustments related to the Comms Transaction and a $0.8 million decrease in employee-related expenses when compared with the three months ended June 30, 2016. The product gross profit percentage increased by three percentage points to 67% during the three months ended June 30, 2017 as compared with the three months ended June 30, 2016. The 27%, or $27.8 million, decrease in product gross profit corresponds with the 30%, or $49.8 million, decrease in product revenue offset by the 37%, or $22.0 million, decrease in cost of product revenue. Average headcount in manufacturing was 92 and 102 for the three months ended June 30, 2017 and 2016, respectively.
Service. The 6%, or $1.5 million, increase in cost of service revenue during the three months ended June 30, 2017 when compared with the three months ended June 30, 2016 was primarily due to a $2.0 million increase in employee-related expenses. The service gross profit percentage remained flat at 74% for the three months ended June 30, 2017 as compared with the three months ended June 30, 2016. The 7%, or $5.1 million, increase in service gross profit corresponds with the 6%, or $6.6 million, increase in service revenue, partially offset by the 6%, or $1.5 million, increase in cost of service. Average headcount in service was 609 and 604 for the three months ended June 30, 2017 and 2016, respectively.
Gross profit. Our gross profit decreased 12%, or $22.7 million, during the three months ended June 30, 2017 when compared with the three months ended June 30, 2016. This decrease is attributable to the 16%, or $43.2 million decrease in revenue, offset by the 24%, or $20.5 million, decrease in cost of revenue. The gross profit percentage increased three percentage points to 71% for the three months ended June 30, 2017 as compared with the three months ended June 30, 2016.

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Table of Contents

Operating Expenses
 
Three Months Ended
 
Change
 
June 30,
 
 
(Dollars in Thousands)
 
 
2017
 
2016
 
 
 
 
% of
Revenue
 
 
 
% of
Revenue
 
$
 
%
Research and development
$
58,966

 
26
%
 
$
60,551

 
23
%
 
$
(1,585
)
 
(3
)%
Sales and marketing
85,361

 
38

 
81,588

 
30

 
3,773

 
5
 %
General and administrative
29,872

 
13

 
30,927

 
11

 
(1,055
)
 
(3
)%
Amortization of acquired intangible assets
18,383

 
8

 
17,572

 
7

 
811

 
5
 %
Restructuring charges
167

 

 
2,034

 
1

 
(1,867
)
 
(92
)%
Total operating expenses
$
192,749

 
85
%
 
$
192,672

 
72
%
 
$
77

 
 %
Research and development. Research and development expenses consist primarily of personnel expenses, fees for outside consultants, overhead and related expenses associated with the development of new products and the enhancement of existing products.
The 3%, or $1.6 million, decrease in research and development expenses was due to a $1.4 million decrease in consulting fees and a $0.8 million decrease in compensation for post-combination services. These decreases were offset by a $0.6 million increase in software licenses and maintenance when compared with the three months ended June 30, 2016. Average headcount in research and development was 1,200 and 1,212 for the three months ended June 30, 2017 and 2016, respectively.
Sales and marketing. Sales and marketing expenses consist primarily of personnel expenses and commissions, overhead and other expenses associated with selling activities and marketing programs such as trade shows, seminars, advertising and new product launch activities.
The 5%, or $3.8 million, increase in total sales and marketing expenses was primarily due to a $4.7 million increase in employee-related expenses and a $0.5 million increase in depreciation expense. These increases were offset by a $0.8 million decrease in compensation for post-combination services and a $0.8 million decrease in commission expense when compared with the three months ended June 30, 2016. Average headcount in sales and marketing was 950 and 921 for the three months ended June 30, 2017 and 2016, respectively.
General and administrative. General and administrative expenses consist primarily of personnel expenses for executive, financial, legal and human resource employees, overhead and other corporate expenditures.
The 3%, or $1.1 million, decrease in general and administrative expenses was primarily due to a $1.9 million decrease in business development expense, a $1.1 million decrease in expenses related to transitional service agreements related to the Comms Transaction and a $0.9 million decrease in legal fees. These decreases were offset by a $1.2 million decrease in bad debt recoveries, a $0.7 million increase in tax related items and a $0.7 million increase in depreciation expense when compared with the three months ended June 30, 2016. Average headcount in general and administrative was 278 and 285 for the three months ended June 30, 2017 and 2016, respectively.
Amortization of acquired intangible assets. Amortization of acquired intangible assets consists primarily of amortization of customer relationships, definite-lived trademarks and tradenames, and leasehold interests related to the Comms Transaction, ONPATH Technologies, Inc. (ONPATH), Simena, Fox Replay BV (Replay), Psytechnics, Ltd (Psytechnics), Network General and Avvasi.
The 5%, or $0.8 million, increase in amortization of acquired intangible assets was due to a $0.8 million increase in amortization associated with the Comms Transaction.
Restructuring. During fiscal year 2017 and 2016, the Company restructured certain departments to better align functions following the Comms Transaction. As a result of the restructuring programs, the Company recorded $0.2 million and $2.0 million of restructuring charges related to severance costs paid to employees during the three months ended June 30, 2017 and 2016, respectively.

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Interest and Other Expense, Net. Interest and other expense, net includes interest earned on our cash, cash equivalents and marketable securities, interest expense and other non-operating gains or losses.
 
Three Months Ended
 
Change
 
June 30,
 
 
(Dollars in Thousands)
 
 
2017
 
2016
 
 
 
 
% of
Revenue
 
 
 
% of
Revenue
 
$
 
%
Interest and other expense, net
$
(3,135
)
 
(1
)%
 
$
(2,904
)
 
(1
)%
 
$
(231
)
 
(8
)%
The 8%, or $0.2 million, increase in interest and other expense was primarily due to a $0.4 million loss from the disposal of fixed assets and a $0.2 million increase in interest expense. These increases were offset by a $0.3 million increase in interest income.
Income Tax Expense. Our effective income tax rates were 34.0% and 34.1% for the three months ended June 30, 2017 and 2016, respectively. Generally, the effective tax rate differs from the statutory tax rate due to the impact of the domestic production activities deduction, research and development credit, the impact of state taxes and income generated in jurisdictions that have a different tax rate than the U.S. statutory rate.
 
Three Months Ended
 
Change
 
June 30,
 
 
(Dollars in Thousands)
 
 
2017
 
2016
 
 
 
 
% of
Revenue
 
 
 
% of
Revenue
 
$
 
%
Income tax expense
$
(12,468
)
 
(6
)%
 
$
(4,660
)
 
(2
)%
 
$
(7,808
)
 
(168
)%
Off-Balance Sheet Arrangements

At June 30, 2017 and 2016, we did not have any off-balance sheet arrangements as defined in Regulation S-K, Item 303(a)(4)(ii).
Commitments and Contingencies
We account for claims and contingencies in accordance with authoritative guidance that requires us to record an estimated loss from a claim or loss contingency when information available prior to issuance of our consolidated financial statements indicates that it is probable that a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. If we determine that it is reasonably possible but not probable that an asset has been impaired or a liability has been incurred, or if the amount of a probable loss cannot be reasonably estimated, then in accordance with the authoritative guidance, we disclose the amount or range of estimated loss if the amount or range of estimated loss is material. Accounting for claims and contingencies requires us to use our judgment. We consult with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to matters in the ordinary course of business.
Acquisition related We have a contingent liability related to the acquisition of Simena in November 2011 for future consideration to be paid to the former seller which had an initial fair value of $8.0 million at the time of acquisition. At June 30, 2017, the present value of the future consideration was $4.8 million.
Our contingent purchase consideration at June 30, 2017 includes $660 thousand related to the Avvasi acquisition that occurred in August 2016. The contingent purchase consideration represents amounts deposited into an escrow account, which was established to cover any damages we suffer related to any liabilities that we did not agree to assume, or as a result of the breach of representations and warranties of the seller as described in the asset purchase agreement.
Legal – From time to time, NetScout is subject to legal proceedings and claims in the ordinary course of business. In the opinion of management, the amount of ultimate expense with respect to any current legal proceedings and claims, if determined adversely, will not have a material adverse effect on our financial condition, results of operations or cash flows.

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Table of Contents

Liquidity and Capital Resources
Cash, cash equivalents and marketable securities consist of the following (in thousands):
 
June 30,
2017
 
March 31,
2017
Cash and cash equivalents
$
261,736

 
$
304,880

Short-term marketable securities
138,719

 
137,892

Long-term marketable securities
9,195

 
21,933

Cash, cash equivalents and marketable securities
$
409,650

 
$
464,705

Cash, cash equivalents and marketable securities
At June 30, 2017, cash, cash equivalents and marketable securities (current and non-current) totaled $409.7 million, a $55.0 million decrease from $464.7 million at March 31, 2017, due primarily to $100.0 million used to repurchase shares of our common stock, partially offset by $52.6 million of cash provided by operations.
At June 30, 2017, cash and short-term and long-term investments in the United States were $281.8 million, while cash held outside the United States was approximately $127.9 million.
Cash and cash equivalents were impacted by the following: