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 September 30, 2018
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 every Interactive Data File required to be submitted 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 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
 
¨  
 
 
 
 
 
 
 
 
 
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 October 31, 2018 was 77,704,724.



Table of Contents

NETSCOUT SYSTEMS, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2018
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 United States 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.





Table of Contents



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, 2018, filed with the Securities and Exchange Commission, 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.


1

Table of Contents


PART I: FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
NetScout Systems, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
 
 
September 30,
2018
 
March 31,
2018
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
332,183

 
$
369,821

Marketable securities
119,935

 
77,941

Accounts receivable and unbilled costs, net of allowance for doubtful accounts of $1,209 and $1,991 at September 30, 2018 and March 31, 2018, respectively
184,156

 
213,438

Inventories and deferred costs
30,985

 
34,774

Prepaid income taxes
25,143

 
22,932

Prepaid expenses and other current assets (related party balances of $1,468 and $3,187 at September 30, 2018 and March 31, 2018, respectively)
27,429

 
33,502

Total current assets
719,831

 
752,408

Fixed assets, net
63,617

 
52,511

Goodwill
1,712,962

 
1,712,764

Intangible assets, net
720,949

 
831,374

Deferred income taxes
5,640

 
6,685

Other assets
20,006

 
12,866

Total assets
$
3,243,005

 
$
3,368,608

Liabilities and Stockholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable (related party balances of $366 and $369 at September 30, 2018 and March 31, 2018, respectively)
$
22,102

 
$
30,133

Accrued compensation
54,258

 
46,552

Accrued other
32,364

 
33,164

Income taxes payable
210

 
1,526

Deferred revenue and customer deposits
230,098

 
301,925

Total current liabilities
339,032

 
413,300

Other long-term liabilities
20,449

 
8,308

Deferred tax liability
135,738

 
151,563

Accrued long-term retirement benefits
34,053

 
35,246

Long-term deferred revenue and customer deposits
77,135

 
91,409

Long-term debt
600,000

 
600,000

Total liabilities
1,206,407

 
1,299,826

Commitments and contingencies (Note 13)

 

Stockholders' equity:
 
 
 
Preferred stock, $0.001 par value:
 
 
 
5,000,000 shares authorized; no shares issued or outstanding at September 30, 2018 and March 31, 2018

 

Common stock, $0.001 par value:
 
 
 
300,000,000 shares authorized; 119,231,287 and 117,744,913 shares issued and 77,704,724 and 80,270,023 shares outstanding at September 30, 2018 and March 31, 2018, respectively
119

 
117

Additional paid-in capital
2,796,695

 
2,665,120

Accumulated other comprehensive income
555

 
2,895

Treasury stock at cost, 41,526,563 and 37,474,890 shares at September 30, 2018 and March 31, 2018, respectively
(1,102,481
)
 
(995,843
)
Retained earnings
341,710

 
396,493

Total stockholders' equity
2,036,598

 
2,068,782

Total liabilities and stockholders' equity
$
3,243,005

 
$
3,368,608

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

2

Table of Contents

NetScout Systems, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 
 
 
 
 
 
Product
$
110,753

 
$
142,973

 
$
207,680

 
$
251,632

Service
113,044

 
113,890

 
221,228

 
230,987

Total revenue
223,797

 
256,863

 
428,908

 
482,619

Cost of revenue:
 
 
 
 
 
 
 
Product (related party balances of $0, $0, $0 and $245, respectively)
34,492

 
44,371

 
67,457

 
80,833

Service (related party balances of $146, $259, $320 and $288, respectively)
29,488

 
29,872

 
58,550

 
59,972

Total cost of revenue
63,980

 
74,243

 
126,007

 
140,805

Gross profit
159,817

 
182,620

 
302,901

 
341,814

Operating expenses:
 
 
 
 
 
 
 
Research and development (related party balances of $0, $0, $2 and $3, respectively)
55,959

 
58,509

 
111,422

 
117,475

Sales and marketing (related party balances of $0, $0, $0 and $2, respectively)
72,051

 
77,266

 
150,183

 
162,627

General and administrative (related party balances of $2, $700, $15 and $944, respectively)
25,294

 
29,495

 
51,353

 
59,367

Amortization of acquired intangible assets
17,981

 
18,298

 
41,446

 
36,681

Restructuring charges
2,472

 
291

 
3,619

 
458

Impairment of intangible assets

 

 
35,871

 

Loss on divestiture of business
9,177

 

 
9,177

 

Total operating expenses
182,934

 
183,859

 
403,071

 
376,608

Loss from operations
(23,117
)
 
(1,239
)
 
(100,170
)
 
(34,794
)
Interest and other expense, net:
 
 
 
 
 
 
 
Interest income
1,293

 
410

 
2,233

 
890

Interest expense
(6,427
)
 
(2,565
)
 
(12,315
)
 
(5,116
)
Other expense
(812
)
 
(1,168
)
 
(557
)
 
(2,232
)
Total interest and other expense, net
(5,946
)
 
(3,323
)
 
(10,639
)
 
(6,458
)
Loss before income tax benefit
(29,063
)
 
(4,562
)
 
(110,809
)
 
(41,252
)
Income tax benefit
(2,635
)
 
(2,094
)
 
(21,877
)
 
(14,562
)
Net loss
$
(26,428
)
 
$
(2,468
)
 
$
(88,932
)
 
$
(26,690
)
  Basic net loss per share
$
(0.34
)
 
$
(0.03
)
 
$
(1.12
)
 
$
(0.30
)
  Diluted net loss per share
$
(0.34
)
 
$
(0.03
)
 
$
(1.12
)
 
$
(0.30
)
Weighted average common shares outstanding used in computing:
 
 
 
 
 
 
 
Net loss per share - basic
78,631

 
88,589

 
79,490

 
89,878

Net loss per share - diluted
78,631

 
88,589

 
79,490

 
89,878

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

3

Table of Contents

NetScout Systems, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Net loss
$
(26,428
)
 
$
(2,468
)
 
$
(88,932
)
 
$
(26,690
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
Cumulative translation adjustments
559

 
2,495

 
(2,149
)
 
3,630

Changes in market value of investments:
 
 
 
 
 
 
 
Changes in unrealized gains (losses), net of (benefit) taxes of ($20), $8, $9 and $5, respectively
(5
)
 
13

 
23

 
9

Total net change in market value of investments
(5
)
 
13

 
23

 
9

Changes in market value of derivatives:
 
 
 
 
 
 
 
Changes in market value of derivatives, net of (benefit) taxes of ($14), $153, ($140) and $343, respectively
(45
)
 
262

 
(438
)
 
566

Reclassification adjustment for net gains (losses) included in net loss, net of taxes (benefit) of $49, ($143), $72 and ($139), respectively
153


(236
)

224


(228
)
Total net change in market value of derivatives
108

 
26

 
(214
)
 
338

Other comprehensive income (loss)
662

 
2,534

 
(2,340
)
 
3,977

Total comprehensive income (loss)
$
(25,766
)
 
$
66

 
$
(91,272
)
 
$
(22,713
)
The accompanying notes are an integral part of these consolidated financial statements.

4

Table of Contents


NetScout Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Six Months Ended
 
September 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net loss
$
(88,932
)
 
$
(26,690
)
Adjustments to reconcile net loss to cash provided by operating activities, net of the effects of acquisitions:
 
 
 
Depreciation and amortization
74,558

 
75,209

Loss on divestiture of business
7,390

 

Loss on disposal of fixed assets
174

 
421

Deal-related compensation expense and accretion charges
76

 
76

Share-based compensation expense
30,383

 
22,829

Accretion of contingent consideration
(10
)
 

Impairment of intangible assets
35,871

 

Deferred income taxes
(22,289
)
 
(17,335
)
Other (gains) losses
(208
)
 
732

Changes in assets and liabilities
 
 
 
Accounts receivable and unbilled costs
29,325

 
82,280

Due from related party
1,719

 
554

Inventories
892

 
(1,048
)
Prepaid expenses and other assets
4,751

 
(1,668
)
Accounts payable
(9,518
)
 
(8,092
)
Accrued compensation and other expenses
15,413

 
(8,080
)
Due to related party
(3
)
 
168

Income taxes payable
(1,759
)
 
1,769

Deferred revenue
(45,127
)
 
(49,064
)
                Net cash provided by operating activities
32,706

 
72,061

Cash flows from investing activities:
 
 
 
Purchase of marketable securities
(136,019
)
 
(57,776
)
Proceeds from maturity of marketable securities
94,057

 
155,741

Purchase of fixed assets
(12,207
)
 
(7,554
)
Payments related to the divestiture of business
(2,911
)
 

Purchase of intangible assets

 
(505
)
(Increase) decrease in deposits
(97
)
 
30

Acquisition of businesses, net of cash acquired

 
(8,334
)
Contingent purchase consideration

 
523

Capitalized software development costs

 
(110
)
                Net cash (used in) provided by investing activities
(57,177
)
 
82,015

Cash flows from financing activities:
 
 
 
Issuance of common stock under stock plans
2

 

Payment of contingent consideration
(523
)
 
(660
)
Treasury stock repurchases

 
(200,000
)
Tax withholding on restricted stock units
(9,854
)
 
(11,027
)
                Net cash used in financing activities
(10,375
)
 
(211,687
)
Effect of exchange rate changes on cash and cash equivalents
(3,515
)
 
4,299

Net decrease in cash and cash equivalents
(38,361
)
 
(53,312
)
Cash and cash equivalents and restricted cash, beginning of period
370,731

 
305,726

Cash and cash equivalents and restricted cash, end of period
$
332,370

 
$
252,414

Supplemental disclosures:
 
 
 
Non-cash transactions:
 
 
 
Transfers of inventory to fixed assets
$
2,152

 
$
5,556

Additions to property, plant and equipment included in accounts payable
$
1,929

 
$
(417
)
Tenant improvement allowance
$
10,171

 
$

Issuance of common stock under employee stock plans
$
7,575

 
$
8,603

Contingent consideration related to acquisition
$

 
$
523

Fair value of contingent consideration received as partial consideration for divestiture of business
$
2,257

 
$

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

5

Table of Contents

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. (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 the Company's audited financial statements, but does not include all disclosures required by GAAP. 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, 2018 filed with the Securities and Exchange Commission on May 21, 2018.
Certain amounts for the three and six months ended September 30, 2017 have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations.
Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). This ASU clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company adopted ASU 2018-15 effective July 1, 2018. The adoption has had an immaterial impact to the consolidated financial statements for the three months ended September 30, 2018.
In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU adds, modifies and clarifies several disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This guidance is effective for fiscal years ending after December 15, 2020. ASU 2018-14 is effective for NetScout beginning April 1, 2021. Early adoption is permitted. The Company is currently assessing the effect that ASU 2018-14 will have on its financial position, results of operations, and disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 adds, modifies and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, Fair Value Measurement. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. ASU 2018-13 is effective for NetScout beginning April 1, 2020. Early adoption is permitted. The Company is currently assessing the effect that ASU 2018-13 will have on its financial position, results of operations, and disclosures.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income (ASU 2018-02). ASU 2018-02 amends ASC 220, Income Statement - Reporting Comprehensive Income, to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (Tax Legislation). In addition, under the ASU 2018-02, the Company may be required to provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for years beginning after December 15, 2018, and interim periods within those fiscal years. ASU 2018-02 is effective for NetScout beginning April 1, 2019. Early adoption is permitted. The Company does not believe the adoption of ASU 2018-02 will have a material impact on its consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12). ASU 2017-12 provides guidance to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both non-financial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted. ASU 2017-12 is effective for the Company

6

Table of Contents

beginning April 1, 2019. The Company is currently assessing the potential impact of the adoption of ASU 2017-12 on its consolidated financial statements.
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. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements and ASU 2018-10, Codification Improvements to Topic 842, Leases. ASU 2016-02 and the subsequent modifications are identified as ASC 842. ASC 842 will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. ASC 842 requires a modified retrospective transition method with the option to elect a package of practical expedients. Early adoption is permitted. The Company expects the adoption to increase the assets and liabilities recorded on its consolidated balance sheet and increase the level of disclosures related to leases. In addition, the Company is in the process of identifying appropriate changes to its accounting policies, information technology systems, business processes, and related internal controls to support recognition and disclosure requirements under ASC 842. The Company expects to design any necessary changes to its business processes, controls and systems in the near future and implement the changes over the remainder of fiscal year 2019. ASC 842 is effective for the Company beginning April 1, 2019.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (Topic 606). Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 as of April 1, 2018 using the modified retrospective transition method. Please refer to Note 2, "Revenue Recognition" for further details.
NOTE 2 – REVENUE RECOGNITION
Revenue from Contracts with Customers
In May 2014, the FASB issued Topic 606, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Topic 606 replaced most existing revenue recognition guidance under GAAP. The new standard introduces a five-step process to be followed in determining the amount and timing of revenue recognition. It also provides guidance on accounting for costs incurred to obtain or fulfill contracts with customers and establishes disclosure requirements which are more extensive than those required under prior GAAP.
Topic 606 became effective for the Company on April 1, 2018. The Company elected to use the modified retrospective transition approach. Therefore, the comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods.
Revenue Recognition Policy
The Company exercises judgment and uses estimates in connection with determining the amounts of product and service revenues to be recognized in each accounting period.
The Company derives revenues primarily from the sale of network management tools and security solutions for service provider and enterprise customers, which include hardware, software and service offerings. The majority of its product sales consist of hardware products with embedded software that are essential to providing customers the intended functionality of the solutions. The Company also sells stand-alone software solutions to provide customers with enhanced functionality. In addition, the Company sells hardware bundled with a software license.
The Company accounts for revenue once a legally enforceable contract with a customer has been approved by the parties and the related promises to transfer products or services have been identified. A contract is defined by the Company as an arrangement with commercial substance identifying payment terms, each party’s rights and obligations regarding the products or services to be transferred and collection is probable. Customer contracts may include promises to transfer multiple products and services to a customer. Determining whether the products and services are considered distinct performance obligations that should be accounted for separately or as one combined performance obligation may require significant judgment. Revenue is recognized when control of the products or services are transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for products and services.
Product revenue is recognized upon shipment, provided a legally enforceable contract exists, control has passed to the customer, and in the case of software products, when the customer has the rights and ability to access the software, and collection of the related receivable is probable. If any significant obligations to the customer remain post-delivery, typically involving obligations relating to installation and acceptance by the customer, revenue recognition is deferred until such

7

Table of Contents

obligations have been fulfilled. The Company's service offerings include installation, integration, extended warranty and maintenance services, post-contract customer support, stand-ready software-as-a-service (SAAS) and other professional services including consulting and training. The Company generally provides software and/or hardware support as part of product sales. Revenue related to the initial bundled software and hardware support is recognized ratably over the support period. In addition, customers can elect to purchase extended support agreements for periods after the initial software/hardware warranty expiration. Support services generally include rights to unspecified upgrades (when and if available), telephone and internet-based support, updates, bug fixes and hardware repair and replacement. Consulting services are recognized upon delivery or completion of performance depending on the terms of the underlying contract. SAAS services are recognized ratably over the contract term beginning on the commencement of services. Reimbursements of out-of-pocket expenditures incurred in connection with providing consulting services are included in services revenue, with the offsetting expense recorded in cost of service revenue. Training services include on-site and classroom training. Training revenues are recognized upon delivery of the training.
Generally, the Company's contracts are accounted for individually. However, when contracts are closely interrelated and dependent on each other, it may be necessary to account for two or more contracts as one to reflect the substance of the group of contracts.
Bundled arrangements are concurrent customer purchases of a combination of our product and service offerings that may be delivered at various points in time. The Company allocates the transaction price among the performance obligations in an amount that depicts the relative standalone selling prices (SSP) of each obligation. Judgment is required to determine the SSP for each distinct performance obligation. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately based on the element’s historical pricing. The Company also considers its overall pricing objectives and practices across different sales channels and geographies, and market conditions. Generally, the Company has established SSP for a majority of its service elements based on historical standalone sales. In certain instances, the Company has established SSP for services based upon an estimate of profitability and the underlying cost to fulfill those services. Further, for certain service engagements, the Company considers quoted prices as part of multi element arrangements of those engagements as a basis for establishing SSP. SSP has been established for product elements as the average or median selling price the element was recently sold for, whether sold alone or sold as part of a multiple element transaction. The Company reviews sales of the product elements on a quarterly basis and updates, when appropriate, its SSP for such elements to ensure that it reflects recent pricing experience. The Company's products are distributed through its direct sales force and indirect distribution channels through alliances with resellers and distributors. Revenue arrangements with resellers and distributors are recognized on a sell-in basis; that is, product is delivered to the reseller or distributor. The Company records consideration given to a reseller or distributor as a reduction of revenue to the extent they have recorded revenue from the reseller or distributor. With limited exceptions, the Company's return policy does not allow product returns for a refund. Returns have been insignificant to date. In addition, the Company has a history of successfully collecting receivables from its resellers and distributors.


8

Table of Contents

Financial Statement Impact of Adoption
The cumulative impact of applying Topic 606 to all contracts with outstanding performance obligations as of April 1, 2018 was recorded as an adjustment to retained earnings as of the adoption date. As a result of applying the modified retrospective approach to adopt the new standard, the following adjustments were made to accounts on the consolidated balance sheet at April 1, 2018 (in thousands):
 
Balance at March 31, 2018
 
Adjustments from Adopting Topic 606
 
Balance at April 1, 2018
ASSETS:
 
 
 
 
 
     Accounts receivable and unbilled costs
$
213,438

 
$
1,195

 
$
214,633

     Prepaid expenses and other current assets
33,502

 
4,626

 
38,128

     Other assets
12,866

 
4,748

 
17,614

LIABILITIES:
 
 
 
 
 
     Deferred revenue and customer deposits
301,925

 
(30,227
)
 
271,698

     Deferred tax liability
151,563

 
7,899

 
159,462

     Long-term deferred revenue and customer deposits
91,409

 
(1,252
)
 
90,157

STOCKHOLDERS' EQUITY:
 
 
 
 
 
     Retained earnings
396,493

 
34,149

 
430,642

In connection with the adoption of Topic 606, the Company increased its retained earnings by $34.1 million, due to uncompleted contracts at April 1, 2018, of which $34.9 million of revenue will not be recognized in future periods under the new standard. The Company capitalized $7.1 million of incremental sales commission costs on the adoption date directly related to obtaining customer contracts and is amortizing these costs as it satisfies the underlying performance obligations, which for certain contracts can include anticipated renewal periods. As of April 1, 2018, the acceleration of revenue that was deferred under prior guidance was primarily attributable to no longer requiring the separation of promised goods or services, such as software licenses, technical support, specified and unspecified upgrade rights on the basis of vendor specific objective evidence, and the impact of allocating the transaction price to the software performance obligations in the contract on a relative basis using standalone selling price rather than allocating under the residual method, which allocates the entire arrangement discount to the delivered performance obligations. In addition, revenue from perpetual licenses and associated hardware with extended payment terms and term licenses are now recognized when control is transferred to the customer, the point in time when the customer can use and benefit from the license. Previously the Company recognized revenue over the term of the agreements as payments became due or earlier if prepaid.
The net change in deferred income taxes of $7.9 million is primarily due to the deferred tax effects resulting from the adjustment to retained earnings for the cumulative effect of applying Topic 606 to active contracts as of the adoption date.

9

Table of Contents

Impact of Topic 606 on Financial Statement Line Items
The impact of adoption of Topic 606 on the Company's consolidated balance sheet at September 30, 2018 and on the Company's consolidated statement of operations for the three and six months ended September 30, 2018 was as follows (in thousands):
 
September 30, 2018
 
As Reported
 
Balance without Adoption of Topic 606
 
Effect of Change Higher (Lower)
ASSETS:
 
 
 
 
 
     Accounts receivable and unbilled costs
$
184,156

 
$
181,123

 
$
3,033

     Inventories and deferred costs
30,985

 
31,231

 
(246
)
     Prepaid expenses and other current assets
27,429

 
23,845

 
3,584

     Other assets
20,006

 
14,315

 
5,691

LIABILITIES:
 
 
 
 
 
     Deferred revenue and customer deposits
230,098

 
248,632

 
(18,534
)
     Deferred tax liability
135,738

 
129,484

 
6,254

     Long-term deferred revenue and customer deposits
77,135

 
88,683

 
(11,548
)
STOCKHOLDERS' EQUITY:
 
 
 
 
 
     Retained earnings
341,710

 
314,246

 
27,464

 
Three Months Ended September 30, 2018
 
Six Months Ended September 30, 2018
 
As Reported
 
Balance without Adoption of Topic 606
 
Effect of Change Higher (Lower)
 
As Reported
 
Balance without Adoption of Topic 606
 
Effect of Change Higher (Lower)
Total revenues
$
223,797

 
$
215,993

 
$
7,804

 
$
428,908

 
$
419,346

 
$
9,562

Total cost of revenue
63,980

 
63,734

 
246

 
126,007

 
125,761

 
246

Sales and marketing expense
72,051

 
71,672

 
379

 
150,183

 
149,197

 
986

Income tax provision
(2,635
)
 
(3,286
)
 
651

 
(21,877
)
 
(23,522
)
 
1,645

Net loss
(26,428
)
 
(32,956
)
 
6,528

 
(88,932
)
 
(95,617
)
 
6,685

Basic net loss per share
$
(0.34
)
 
$
(0.42
)
 
$
0.08

 
$
(1.12
)
 
$
(1.20
)
 
$
0.08

Diluted net loss per share
$
(0.34
)
 
$
(0.42
)
 
$
0.08

 
$
(1.12
)
 
$
(1.20
)
 
$
0.08


The adoption of Topic 606 had no impact to net cash provided by or used in operating, investing and financing activities on the Company’s consolidated statements of cash flows during the six months ended September 30, 2018.
Performance Obligations
Customer contracts may include promises to transfer multiple products and services to a customer. Determining whether the products and services are considered distinct performance obligations that should be accounted for separately or as one combined performance obligation may require significant judgment. The transaction price is allocated among performance obligations in bundled contracts in an amount that depicts the relative standalone selling prices of each obligation.
For contracts involving distinct hardware and software licenses, the performance obligations are satisfied at a point in time when control is transferred to the customer. For standalone maintenance and post-contract support (PCS) the performance obligation is satisfied ratably over the contract term as a stand-ready obligation. For consulting and training services, the performance obligation may be satisfied over the contract term as a stand-ready obligation, satisfied over a period of time as those services are delivered, or satisfied at the completion of the service when control has transferred or the services have expired unused.
Payments for hardware, software licenses, one-year maintenance, PCS and consulting services, are typically due up front with payment terms of 30 to 90 days. However, the Company does have contracts pursuant to which billings occur ratably over a period of years following the transfer of control for the contracted performance obligations. Payments on multi-year

10

Table of Contents

maintenance, PCS and consulting services are typically due in annual installments over the contract term. The Company did not have any material variable consideration such as obligations for returns, refunds or warranties at September 30, 2018.
At September 30, 2018, the Company had total deferred revenue of $307.2 million, which represents the aggregate total contract price allocated to undelivered performance obligations. The Company expects to recognize $230.1 million, or 75%, of this revenue during the next 12 months, and expects to recognize the remaining $77.1 million, or 25%, of this revenue thereafter.
Because of NetScout's revenue recognition policies, there are circumstances for which the Company does not recognize revenue relating to sales transactions that have been billed, but the related account receivable has not been collected. While the receivable represents an enforceable obligation, for balance sheet presentation purposes, the Company has not recognized the deferred revenue or the related account receivable and no amounts appear in the consolidated balance sheets for such transactions. The aggregate amount of unrecognized accounts receivable and deferred revenue was $10.0 million and $20.0 million at September 30, 2018 and March 31, 2018, respectively.
NetScout expects that the amount of billed and unbilled deferred revenue will change from quarter to quarter for several reasons, including the specific timing, duration and size of large customer support and service agreements, varying billing cycles of such agreements, the specific timing of customer renewals, and foreign currency fluctuations. The Company did not have any significant financing components, or variable consideration or performance obligations satisfied in a prior period recognized during the three and six months ended September 30, 2018.

Contract Balances
The Company receives payments from customers based on a billing schedule as established by the Company’s contracts. Contract assets relate to performance obligations in advance of scheduled billings. Upon adoption, the Company recorded unbilled accounts receivable representing the right to consideration in exchange for goods or services that have been transferred to a customer conditional on the passage of time. The Company did not record any contract assets upon adoption. Deferred revenue relates to payments received in advance of performance under the contract. The following table provides information about contract assets and liabilities (in thousands):
 
April 1, 2018
 
September 30, 2018
 
Increase/ (Decrease)
ASSETS:
 
 
 
 
 
     Customer accounts receivable
$
205,299

 
$
190,903

 
$
(14,396
)
     Unbilled receivables
4,338

 
4,402

 
64

     Other receivables
4,996

 
3,287

 
(1,709
)
     Long-term unbilled receivables
2,254

 
3,754

 
1,500

 
$
216,887

 
$
202,346

 
$
(14,541
)
LIABILITIES:
 
 
 
 
 
     Deferred revenue
$
271,698

 
$
230,098

 
$
(41,600
)
     Deferred revenue, long-term
90,157

 
77,135

 
(13,022
)
 
$
361,855

 
$
307,233

 
$
(54,622
)
Changes in deferred revenue during the six months ended September 30, 2018 were as follows (in thousands):    
Balance at April 1, 2018
$
361,855

Revenue recognized in the period
(206,512
)
Additions to customer deposits and contract liabilities
159,265

Reclassifications and other adjustments
594

Divestiture of the HNT tools business
(7,969
)
Balance at September 30, 2018
$
307,233

Costs to Obtain Contracts
The Company has determined that the only significant incremental costs incurred to obtain contracts with clients within the scope of Topic 606 are sales commissions paid to its associates. Sales commissions are recorded as an asset and amortized to expense ratably over the remaining performance periods of the related contracts with remaining performance obligations.

11

Table of Contents

The Company applies the practical expedient in Topic 606 and expenses costs as incurred for sales commissions when the amortization period would have been one year or less.
At September 30, 2018, the consolidated balance sheet included $5.6 million in assets related to sales commissions to be expensed in future periods. A balance of $3.6 million was included in prepaid expenses and other current assets, and a balance of $2.0 million was included as other assets in the Company's consolidated balance sheet at September 30, 2018.
During the three and six months ended September 30, 2018, the Company recognized $1.8 million and $3.3 million of amortization related to this sales commission asset, which is included in the sales and marketing expense line in the Company's consolidated statements of operations.

NOTE 3 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
Financial instruments that potentially subject the Company 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 September 30, 2018 the Company had one direct customer, Verizon, who accounted for more than 10% of the accounts receivable balance, while no indirect channel partner accounted for more than 10% of the accounts receivable balance. At March 31, 2018, the Company had no direct customers or indirect channel partners which accounted for more than 10% of the accounts receivable balance.
During the three and six months ended September 30, 2018 and September 30, 2017, no direct customers or indirect channel partners accounted for more than 10% of the Company's total revenue.
As disclosed parenthetically within the Company's consolidated balance sheet, the Company has receivables from related parties included within prepaid expenses and other current assets that represent a concentration of credit risk of $1.5 million and $3.2 million at September 30, 2018 and March 31, 2018, respectively.
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 4 – SHARE-BASED COMPENSATION
The following is a summary of share-based compensation expense including restricted stock units granted pursuant to the Company's 2007 Equity Incentive Plan, as amended, and employee stock purchases made under the Company's 2011 Employee Stock Purchase Plan, as amended, (ESPP) based on estimated fair values within the applicable cost and expense lines identified below (in thousands):
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Cost of product revenue
$
544

 
$
293

 
$
813

 
$
506

Cost of service revenue
1,845

 
1,294

 
3,175

 
2,310

Research and development
5,414

 
3,915

 
9,565

 
7,090

Sales and marketing
6,043

 
4,147

 
10,402

 
7,591

General and administrative
3,572

 
2,949

 
6,428

 
5,332

 
$
17,418

 
$
12,598

 
$
30,383

 
$
22,829

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, 2018. 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. During the six months ended September 30, 2018, employees purchased 302,994 shares under the ESPP and the value per share was $25.00.

12

Table of Contents


NOTE 5 – 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 September 30, 2018 and March 31, 2018.

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):
 
September 30,
2018
 
March 31, 2018
 
September 30,
2017
 
March 31,
2017
Cash and cash equivalents
$
332,183

 
$
369,821

 
$
251,505

 
$
304,880

Restricted cash
187

 
910

 
909

 
846

     Total cash, cash equivalents and restricted cash
$
332,370

 
$
370,731

 
$
252,414

 
$
305,726

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.
Marketable Securities
The following is a summary of marketable securities held by NetScout at September 30, 2018, classified as short-term and long-term (in thousands):
 
Amortized
Cost
 
Unrealized
Losses
 
Fair
Value
Type of security:
 
 
 
 
 
U.S. government and municipal obligations
$
62,502

 
$
(29
)
 
$
62,473

Commercial paper
54,701

 

 
54,701

Corporate bonds
2,762

 
(1
)
 
2,761

Total short-term marketable securities
119,965

 
(30
)
 
119,935

Total long-term marketable securities

 

 

Total marketable securities
$
119,965

 
$
(30
)
 
$
119,935

The following is a summary of marketable securities held by NetScout at March 31, 2018, classified as short-term and long-term (in thousands):
 
Amortized
Cost
 
Unrealized
Losses
 
Fair
Value
Type of security:
 
 
 
 
 
U.S. government and municipal obligations
$
42,246

 
$
(60
)
 
$
42,186

Commercial paper
33,003

 

 
33,003

Corporate bonds
2,754

 
(2
)
 
2,752

Total short-term marketable securities
78,003

 
(62
)
 
77,941

Total long-term marketable securities

 

 

Total marketable securities
$
78,003

 
$
(62
)
 
$
77,941


13

Table of Contents

Contractual maturities of the Company's marketable securities held at September 30, 2018 and March 31, 2018 were as follows (in thousands):

September 30,
2018

March 31,
2018
Available-for-sale securities:



Due in 1 year or less
$
119,935


$
77,941


$
119,935


$
77,941

NOTE 6 – 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 September 30, 2018 and March 31, 2018 (in thousands):

Fair Value Measurements at
 
September 30, 2018
 
Level 1

Level 2

Level 3

Total
ASSETS:

 

 



Cash and cash equivalents
$
332,183

 
$

 
$

 
$
332,183

U.S. government and municipal obligations
43,406

 
19,067

 


62,473

Commercial paper

 
54,701

 


54,701

Corporate bonds
2,761

 

 


2,761

Derivative financial instruments

 
16

 


16

Contingent consideration

 

 
2,267

 
2,267


$
378,350

 
$
73,784

 
$
2,267


$
454,401

LIABILITIES:

 

 



Contingent purchase consideration
$

 
$

 
$
(5,017
)

$
(5,017
)
Derivative financial instruments

 
(220
)
 


(220
)

$

 
$
(220
)
 
$
(5,017
)

$
(5,237
)

Fair Value Measurements at
 
March 31, 2018
 
Level 1

Level 2

Level 3

Total
ASSETS:

 

 



Cash and cash equivalents
$
369,821

 
$

 
$


$
369,821

U.S. government and municipal obligations
14,513

 
27,673

 


42,186

Commercial paper

 
33,003

 


33,003

Corporate bonds
2,752

 

 


2,752

Derivative financial instruments

 
122

 

 
122


$
387,086


$
60,798


$


$
447,884

LIABILITIES:

 

 



Contingent purchase consideration
$

 
$

 
$
(5,464
)

$
(5,464
)
Derivative financial instruments

 
(40
)
 


(40
)

$


$
(40
)

$
(5,464
)

$
(5,504
)
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.

14

Table of Contents

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 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 assets consist of contingent consideration related to the divestiture of the Company's handheld network test (HNT) tools business in September 2018. The contingent consideration of $2.3 million represents potential future earnout payments to the Company of up to $4.0 million over two years that are contingent on the HNT tools business achieving certain milestones. The fair value of the contingent consideration was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. The $2.3 million of contingent consideration is included in other assets within the Company’s consolidated balance sheet at September 30, 2018.
The Company's Level 3 liabilities consist of contingent purchase consideration.
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 seller is $5.0 million and $4.9 million at September 30, 2018 and March 31, 2018 respectively. The contingent purchase consideration is included as a contingent liability within accrued other in the Company's consolidated balance sheet at September 30, 2018 and March 31, 2018.
The Company's contingent purchase consideration at March 31, 2018 included $523 thousand related to the acquisition of certain assets and liabilities of Efflux Systems, Inc. (Efflux) in the second quarter of fiscal year 2018. The contingent purchase consideration was released from escrow to the sellers in July 2018.
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 six months ended September 30, 2018 (in thousands):

Contingent
Purchase
Consideration

Contingent Consideration
Balance at March 31, 2018
$
(5,464
)

$

Contingent consideration pursuant to divestiture of HNT tools business

 
2,257

Change in fair value of contingent consideration
(76
)

10

Payments of contingent consideration
523



Balance at September 30, 2018
$
(5,017
)

$
2,267

Deal-related compensation expense and accretion charges related to the contingent purchase consideration for the six months ended September 30, 2018 was $76 thousand and was included within research and development expense. Accretion income related to the contingent consideration for the six months ended September 30, 2018 was $10 thousand and was included within interest income.
NOTE 7 – 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):

September 30,
2018
 
March 31,
2018
Raw materials
$
18,457

 
$
20,860

Work in process
717

 
2,589

Finished goods
7,427

 
8,500

Deferred costs
4,384

 
2,825


$
30,985

 
$
34,774



15

Table of Contents

NOTE 8 - ACQUISITIONS & DIVESTITURES
HNT Tools Business Divestiture
On September 14, 2018 (the HNT Divestiture Date), the Company divested its HNT tools business for cash proceeds of $1.3 million and potential future earnout payments of up to $4.0 million over two years that are contingent on the HNT tools business achieving certain milestones. The fair value of the contingent consideration in the amount of $2.3 million was recognized on the HNT Divestiture Date and was measured using unobservable (Level 3) inputs. The $2.3 million of consideration is included in other assets within the Company’s consolidated balance sheet at September 30, 2018. Changes in the fair value of the contingent consideration in future periods will be recorded in the Company’s results in the period of the change. The contingent consideration is presented as a non-cash investing activity on the unaudited consolidated statement of cash flows. The Company transferred $4.5 million along with net liabilities of the HNT tools business related to a working capital adjustment during the three months ended September 30, 2018. The Company recorded a loss on the divestiture for the quarter ended September 30, 2018 totaling $9.2 million, which included $1.3 million of transaction costs and $0.5 million of incentive compensation payable to the HNT tools business employees negotiated as part of the sale. In connection with the divestiture, the Company has entered into a transitional services agreement with the buyer to provide certain services for a period of up to eighteen months.
The Company determined that the sale of the HNT tools business did not represent a strategic shift and will not have a major effect on its consolidated results of operations, financial position or cash flows. Accordingly, the Company has not presented the sale as a discontinued operation in the condensed consolidated financial statements.
    
Efflux
On July 12, 2017 (the Efflux Closing Date), the Company completed the acquisition of Efflux for $8.6 million. Efflux's technology detects, analyzes and correlates threat activity within enterprise networks. The Efflux technology and engineering talent have been integrated into Arbor Networks in order to support the ongoing enhancement of Arbor security solutions for advanced threat detection.
Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill of $6.1 million from the acquisition was included within the Security reporting unit. Goodwill and intangible assets recorded as part of the acquisition are not deductible for tax purposes.    
NOTE 9 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company has two reporting units: (1) Service Assurance and (2) Security. The Company assesses 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, 2018. The Company performed an interim quantitative test as of September 30, 2018 related to the HNT tools business divestiture. The estimated fair value of both reporting units significantly exceeded their carrying value.
At September 30, 2018, goodwill attributable to our Service Assurance and Security reporting units was $1.2 billion and $555.4 million, respectively. At March 31, 2018, goodwill attributable to our Service Assurance and Security reporting units was $1.2 billion and $555.9 million, respectively.
The change in the carrying amount of goodwill for the six months ended September 30, 2018 is due to the impact of the divestiture of the HNT tools business and 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 six months ended September 30, 2018 are as follows (in thousands):
Balance at March 31, 2018
$
1,712,764

Divestiture of the HNT tools business
(4,414
)
Foreign currency translation impact
4,612

Balance at September 30, 2018
$
1,712,962


16

Table of Contents

Intangible Assets
The net carrying amounts of intangible assets were $720.9 million and $831.4 million at September 30, 2018 and March 31, 2018, 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.
During the three months ended June 30, 2018, the Company performed a quantitative analysis on certain intangible assets related to the HNT tools business, which has since been divested. The fair value for the intangible assets related to the HNT tools business was calculated considering a range of potential transaction prices which the Company considers to be a Level 3 measurement. The fair value of these intangible assets was determined to be less than the carrying value, and as a result, the Company recognized an impairment charge of $35.9 million in the six months ended September 30, 2018.  The impairment charge was recorded within a separate operating expense line item in the Company's consolidated statements of operations during the six months ended September 30, 2018.
The Company performed an interim qualitative test as of September 30, 2018 on the non-amortizing trademark as a result of the HNT tools business divestiture. No indicators of impairment were noted at that time.
In September 2018, the Company completed the divestiture of its HNT tools business. As a result, the net carrying value of the Company's intangible assets was reduced by $10.2 million.
Intangible assets include the indefinite-lived trade name with a carrying value of $18.6 million and the following amortizable intangible assets at September 30, 2018 (in thousands):

Cost

Accumulated
Amortization

Net
Developed technology
$
243,093

 
$
(153,856
)
 
$
89,237

Customer relationships
775,868

 
(188,347
)
 
587,521

Distributor relationships and technology licenses
6,931

 
(4,571
)
 
2,360

Definite-lived trademark and trade name
39,430

 
(18,016
)
 
21,414

Core technology
7,252

 
(6,761
)
 
491

Net beneficial leases
336

 
(336
)
 

Non-compete agreements
301

 
(301
)
 

Leasehold interest
500

 
(500
)
 

Backlog
16,486

 
(16,486
)
 

Capitalized software
3,183

 
(2,152
)
 
1,031

Other
1,208

 
(913
)
 
295

 
$
1,094,588

 
$
(392,239
)
 
$
702,349


17

Table of Contents

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, 2018 (in thousands):

Cost

Accumulated
Amortization

Net
Developed technology
$
259,758

 
$
(148,937
)
 
$
110,821

Customer relationships
845,490

 
(176,425
)
 
669,065

Distributor relationships and technology licenses
9,019

 
(5,389
)
 
3,630

Definite-lived trademark and trade name
44,387

 
(18,138
)
 
26,249

Core technology
7,345

 
(6,712
)
 
633

Net beneficial leases
336

 
(336
)
 

Non-compete agreements
317

 
(317
)
 

Leasehold interest
2,600

 
(2,130
)
 
470

Backlog
18,544

 
(18,544
)
 

Capitalized software
3,183

 
(1,621
)
 
1,562

Other
1,247

 
(903
)
 
344


$
1,192,226

 
$
(379,452
)

$
812,774

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 and six months ended September 30, 2018 and 2017, respectively (in thousands):
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Amortization of intangible assets included as:
 
 
 
 
 
 
 
    Product revenue
$

 
$
2

 
$

 
$
4

    Cost of product revenue
8,491

 
10,129

 
17,682

 
19,943

    Operating expense
17,986

 
18,303

 
41,456

 
36,692

 
$
26,477

 
$
28,434

 
$
59,138

 
$
56,639

The following is the expected future amortization expense at September 30, 2018 for the fiscal years ending March 31 (in thousands):
2019 (remaining six months)
$
49,372

2020
91,165

2021
79,860

2022
69,437

2023
61,733

Thereafter
350,782


$
702,349

The weighted-average amortization period of developed technology and core technology is 11.3 years. The weighted-average amortization period for customer and distributor relationships is 15.9 years. The weighted-average amortization period for trademarks and trade names is 8.6 years. The weighted-average amortization period for capitalized software is 3.0 years. The weighted-average amortization period for amortizing all intangible assets is 14.6 years.

18

Table of Contents


NOTE 10 – 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 September 30, 2018 and March 31, 2018 were as follows (in thousands):
 
Notional Amounts (a)

Prepaid Expenses and Other Current Assets

Accrued Other
 
September 30,
2018

March 31,
2018
 
September 30,
2018
 
March 31,
2018
 
September 30,
2018
 
March 31,
2018
Derivatives Designated as Hedging Instruments:











Forward contracts
$
10,001

 
$
11,225

 
$
16

 
$
122

 
$
220

 
$
40

 
(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 September 30, 2018 and 2017 (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)
September 30, 2018
 
September 30, 2017

Location

September 30, 2018

September 30, 2017

Location

September 30, 2018
 
September 30, 2017
Forward contracts
$
(59
)
 
$
415


Research and
development

$
57

 
$
(54
)

Research and
development

$
16

 
$
34






Sales and
marketing

145

 
(325
)

Sales and
marketing

(53
)
 
(46
)

$
(59
)

$
415




$
202


$
(379
)



$
(37
)

$
(12
)
(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.


19

Table of Contents

The following table provides the effect foreign exchange forward contracts had on other comprehensive income (loss) (OCI) and results of operations for the six months ended September 30, 2018 and 2017 (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)
September 30, 2018
 
September 30, 2017
 
Location
 
September 30, 2018
 
September 30, 2017
 
Location
 
September 30, 2018
 
September 30, 2017
Forward contracts
$
(578
)
 
$
909

 
Research and
development
 
$
87

 
$
(82
)
 
Research and
development
 
$
33

 
$
37

 
 
 
 
 
Sales and
marketing
 
209

 
(285
)
 
Sales and
marketing
 
(112
)
 
(74
)
 
$
(578
)
 
$
909

 
 
 
$
296

 
$
(367
)
 
 
 
$
(79
)
 
$
(37
)

(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 11 – LONG-TERM DEBT
On January 16, 2018, the Company amended and expanded its existing credit agreement (Amended Credit Agreement) with a syndicate of lenders 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; Fifth Third Bank, Santander Bank, N.A., SunTrust Bank, N.A. and U.S. Bank National Association, as co-documentation agents; and the lenders party thereto.
The Amended Credit Agreement provides for a five-year, $1.0 billion senior secured revolving credit facility, including a letter of credit sub-facility of up to $75.0 million. The Company may elect to use the new credit facility for general corporate purposes or to finance the repurchase of up to 25 million shares of the Company's common stock under the Company's common stock repurchase plan. The commitments under the Amended Credit Agreement will expire on January 16, 2023, and any outstanding loans will be due on that date.
On February 1, 2018, the Company also announced that it entered into agreements with JPMorgan Chase Bank, National Association and Bank of America, N.A. (the Dealers) to repurchase an aggregate of $300 million of the Company's common stock via accelerated stock repurchase transactions (the ASR) under the Company's previously disclosed share repurchase program. On February 1, 2018, the Company borrowed an additional $300 million aggregate principal amount under its Amended Credit Agreement in order to finance the payment of the ASR to each of the Dealers. The Company completed the ASR in August 2018. At September 30, 2018, $600 million was outstanding under the Amended Credit Agreement.
At the Company's election, revolving loans under the Amended 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 New York Federal Reserve Bank (NYFRB) 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 June 30, 2018, until the Company has delivered financial statements for the quarter ended September 30, 2018, the applicable margin will be 1.75% per annum for LIBOR loans and 0.75% 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 3.50 to 1.00, down to 0.00% per annum for Alternate Base Rate loans and 1.00% per annum for LIBOR loans if the Company's consolidated leverage ratio is equal to or less than 1.50 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 Amended Credit Agreement.

20

Table of Contents

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 June 30, 2018 until the Company has delivered financial statements for the quarter ended September 30, 2018, the commitment fee was 0.30% per annum, and thereafter the commitment fee will vary depending on the Company's consolidated leverage ratio, ranging from 0.30% per annum if the Company's consolidated leverage ratio is greater than 2.75 to 1.00, down to 0.15% per annum if the Company's consolidated leverage ratio is equal to or less than 1.50 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 Amended 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 Amended 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 Amended 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 Amended Credit Agreement.
The Amended 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 Amended Credit Agreement. At September 30, 2018, the Company was in compliance with all of these covenants.
The Amended 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 Amended 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 Amended Credit Agreement and the other loan documents.
In connection with the Company's Amended Credit Agreement described above, the Company terminated its previous term loan 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 Company has capitalized debt issuance costs totaling $12.2 million at September 30, 2018, which are being amortized over the life of the revolving credit facility. The unamortized balance was $7.5 million as of September 30, 2018. The balance of $1.8 million was included as prepaid expenses and other current assets and a balance of $5.7 million was included as other assets in the Company's consolidated balance sheet.
NOTE 12 – RESTRUCTURING CHARGES
During the fourth quarter of fiscal year ended March 31, 2017, the Company restructured certain departments to better align functions subsequent to the acquisition of Danaher Corporation's Communications Business (the Comms Transaction) in July 2015, resulting in the termination of forty-one employees. As a result of the workforce reduction, during the fiscal year 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. The Company recorded an additional charge for one-time termination

21

Table of Contents

benefits of $0.7 million during the six months ended September 30, 2017. The one-time termination benefits and facilities-related costs related to this plan were paid in full during the fiscal year ended March 31, 2018.
During the third quarter of fiscal year ended March 31, 2018, the Company restructured certain departments to better align functions resulting in the termination of sixty-one employees. As a result of the workforce reduction, during the twelve months ended March 31, 2018, the Company recorded a restructuring charge totaling $5.1 million related to one-time termination benefits for the employees that were notified during the period. During the six months ended September 30, 2018, the Company recorded an additional charge of $1.7 million for one-time termination benefits and facilities-related costs. Additional immaterial one-time termination benefit charges are expected to be recorded in the next three months. The one-time termination benefits will be paid in full during the fiscal year ending March 31, 2019.
During the second quarter of fiscal year ending March 31, 2019, the Company implemented a voluntary separation program (VSP) for employees who met certain age and service requirements to reduce overall headcount. As a result of the related workforce reduction, during the six months ended September 30, 2018, the Company recorded a restructuring charge totaling $2.3 million related to one-time termination benefits for twenty-three employees who voluntarily terminated their employment with the Company during the period. Additional one-time termination benefit charges of approximately $16.1 million in the aggregate for up to approximately one hundred forty-one employees are anticipated to be recorded in the next six months. The one-time termination benefits are expected to be paid in full by the end of the first quarter of the fiscal year ending March 31, 2020.
The following table provides a summary of the activity related to the restructuring plans and the related restructuring liability (in thousands):
 
Q3 FY 2018 Plan
 
VSP
 
 
Employee-Related
 
Facility-Related
 
Employee-Related
 
Total
Balance at March 31, 2018
$
3,696

 
$

 
$

 
$
3,696

Restructuring charges to operations
1,017

 
643

 
2,284

 
3,944

Cash payments
(4,241
)
 
(458
)
 
(1,971
)
 
(6,670
)
Other adjustments
(462
)
 
(185
)
 

 
(647
)
Balance at September 30, 2018
$
10

 
$

 
$
313

 
$
323

The accrual for employee-related severance is included as accrued compensation in the Company's consolidated balance sheets at September 30, 2018 and March 31, 2018 as the balance is expected to be paid in full within the next twelve months.
NOTE 13 – 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 seller which had an initial fair value of $8.0 million at the time of acquisition. At September 30, 2018 and March 31, 2018, the present value of the future consideration was $5.0 million and $4.9 million, respectively.
The Company had a contingent liability at March 31, 2018 for $523 thousand related to the acquisition of Efflux in July 2017. The $523 thousand was released from escrow to the sellers in July 2018.
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.
As previously disclosed, in March 2016, Packet Intelligence LLC (Packet Intelligence or Plaintiff) filed a Complaint against NetScout and two subsidiary entities in the United States District Court for the Eastern District of Texas asserting infringement of five United States patents. Plaintiff’s Complaint alleged that legacy Tektronix GeoProbe products, including the G10 and GeoBlade products, infringed these patents. NetScout filed an Answer denying Plaintiff’s allegations and asserting that Plaintiff’s patents were, among other things, invalid, not infringed, and unenforceable due to inequitable conduct. In October 2017, a jury trial was held to address the parties’ claims and counterclaims regarding infringement of three patents by the G10 and GeoBlade products, invalidity of these patents, and damages. On October 13, 2017, the jury rendered a verdict finding in favor of the Plaintiff and that Plaintiff was entitled to $3,500,000 for pre-suit damages and $2,250,000 for post-suit damages. The jury indicated that the awarded damages amounts were intended to reflect a running royalty. The Court also conducted a bench trial on whether these patents were unenforceable due to, among other things, inequitable conduct. In September 2018, the Court entered judgment and "enhanced" the jury verdict in the amount of $2.8 million as a result of a jury finding. The judgment also awards pre- and post judgement interest, and a running royalty on the G10 and Geoblade products

22

Table of Contents

until the expiration of the patents at issue, the last date being June 2022. The parties are filing post-judgment motions including NetScout's motions for judgment as a matter of law seeking to both overturn the verdict and to reduce damages. NetScout has also opposed plaintiff's motion for attorney's fees. NetScout has concluded that the risk of loss from this matter is currently neither remote nor probable, and therefore, under GAAP definitions, the risk of loss is termed "reasonably possible". Therefore, accounting rules require NetScout to provide an estimate for the range of potential liability. NetScout currently estimates that the estimated range of liability is between $0 and the aggregate amount awarded by the jury, plus potential additional pre- and post-judgment interest amounts and costs. NetScout intends to continue to vigorously dispute Packet Intelligence’s claims including through appeal, if necessary.

NOTE 14 – PENSION BENEFIT PLANS
Certain of the Company's non-U.S. employees participate in noncontributory defined benefit pension plans. 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 and six months ended September 30, 2018 and 2017 (in thousands):
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Service cost
$
63

 
$
70

 
$
126

 
$
141

Interest cost
123

 
136

 
244

 
273

    Net periodic pension cost
$
186

 
$
206

 
$
370

 
$
414


Expected Contributions
During the six months ended September 30, 2018, the Company made contributions of $0.1 million to its defined benefit pension plans. During the fiscal year ending March 31, 2019, 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 15 – 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 enabled 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 was not obligated to acquire any specific amount of common stock within any particular timeframe under this program. The Company repurchased 2,780,433 shares for $100.0 million under this program during the six months ended September 30, 2017. Through March 31, 2018, the Company had repurchased 20,000,000 shares totaling $607.6 million in the open market under this stock repurchase plan. At March 31, 2018, there were no shares of common stock that remained available to be purchased under the plan.
On October 24, 2017, the Company’s Board of Directors approved a new share repurchase program that enables the Company to repurchase up to twenty-five million shares of its common stock. This new program became effective when the Company’s previously disclosed twenty million share repurchase program was completed. The Company is not obligated to acquire any specific amount of common stock within any particular timeframe as a result of this new share repurchase program. 
On February 1, 2018, the Company entered into ASR agreements with two third-party financial institutions (the Dealers) to repurchase an aggregate of $300 million of the Company's common stock via accelerated stock repurchase transactions under the Company’s twenty million share repurchase program (until such program was completed) and the twenty-five million share repurchase program. The Company borrowed $300 million against its Amended Credit Facility to finance the payment of the initial purchase price to each of the Dealers. Under the terms of the ASR, the Company made a $150 million payment to each of the Dealers on February 2, 2018, and received an initial delivery of 3,693,931 shares from each of the Dealers, or 7,387,862 shares in the aggregate, which was approximately 70 percent of the total number of shares of the Company's common stock expected to be repurchased under the ASR. As part of this purchase, 970,650 shares for $27.6 million were deducted under the twenty million share repurchase program and 6,417,212 shares for $182.4 million were deducted from the twenty-five million share repurchase program during the fiscal year ended March 31, 2018. Final settlement of the ASR agreements were completed in August 2018. As a result, the Company received an additional 3,679,947 shares of its

23

Table of Contents

common stock for $96.8 million, which reduced the number of shares available to be purchased from the twenty-five million share repurchase program during the six months ended September 30, 2018. In total, 11,067,809 shares of the Company's common stock were repurchased under the ASR at an average cost per share of $27.11.
At September 30, 2018, 14,902,841 shares of common stock remained available to be purchased under the current program.
In connection with the delivery of shares of the Company's common stock upon vesting of restricted stock units, the Company withheld 371,726 shares at a cost of $9.9 million related to minimum statutory tax withholding requirements on these restricted stock units during the six months ended September 30, 2018. 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.

NOTE 16 – 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

Six Months Ended
 
September 30,

September 30,
 
2018

2017

2018

2017
Numerator:







Net loss
$
(26,428
)
 
$
(2,468
)
 
$
(88,932
)
 
$
(26,690
)
Denominator:
 
 
 
 
 
 
 
Denominator for basic net loss per share - weighted average common shares outstanding
78,631

 
88,589

 
79,490

 
89,878

Dilutive common equivalent shares:
 
 
 
 
 
 
 
      Weighted average restricted stock units

 

 

 

Denominator for diluted net loss per share - weighted average shares outstanding
78,631

 
88,589

 
79,490

 
89,878

Net loss per share:
 
 
 
 
 
 
 
Basic net loss per share
$
(0.34
)
 
$
(0.03
)
 
$
(1.12
)
 
$
(0.30
)
Diluted net loss per share
$
(0.34
)
 
$
(0.03
)
 
$
(1.12
)
 
$
(0.30
)
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

Six Months Ended
 
September 30,

September 30,
 
2018

2017

2018

2017
Restricted stock units
731

 
936

 
895

 
1,102

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 and six months ended September 30, 2018 and 2017, all outstanding restricted stock units have an anti-dilutive effect and are therefore excluded from the computation of diluted weighted average shares outstanding.
NOTE 17 – INCOME TAXES
The Company's effective income tax rates were 9.1% and 45.9% for the three months ended September 30, 2018 and 2017, respectively. Generally, the effective tax rate differs from the statutory tax rate due to the impact of the research and development credit, the impact of state taxes and income generated in jurisdictions that have a different tax rate than the U.S.

24

Table of Contents

statutory rate. The effective tax rate for the three months ended September 30, 2018 is lower than the effective rate for the three months ended September 30, 2017, primarily due to the enactment of the Tax Legislation and a significant increase in loss before income tax benefit.
The Company's effective income tax rates were 19.7% and 35.3% for the six months ended September 30, 2018 and 2017, respectively. The effective tax rate for the six months ended September 30, 2018 is lower than the effective rate for the six months ended September 30, 2017, primarily due to the enactment of the Tax Legislation and a significant increase in loss before income tax benefit.
On December 22, 2017, the Tax Legislation was signed into law. The Tax Legislation significantly revises the U.S. tax code by, among other things, lowering the corporate tax rate from 35% to 21%; imposing a minimum tax on certain foreign earnings; limiting the deductibility of interest expense; implementing a territorial tax system and repealing the domestic production activities deduction. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (SAB 118), which addresses situations where the accounting is incomplete for the income tax effects of the Tax Legislation. SAB 118 directs taxpayers to consider the impact of the Tax Legislation as “provisional” when the Company does not have the necessary information available, prepared or analyzed (including computations) to finalize the accounting for the change in tax law. Companies are provided a measurement period of up to one year to obtain, prepare, and analyze information necessary to finalize the accounting for provisional amounts or amounts that could not be estimated as of December 31, 2017.
The Company continues to assess the impact of the Tax Legislation on its consolidated financial statements. During the three months ended September 30, 2018, the Company decreased its provisional tax expense estimate related to the transition tax associated with the deemed repatriation of foreign earnings by $1.3 million after continued assessment of guidance and recently issued regulations. The Company is still in the process of analyzing the impact of the Tax Legislation, including any potential impact on its indefinite reinvestment assertion.
The Company is subject to the tax on the Global Intangible Low-Taxed Income (GILTI) but has not completed its analysis of the applicability of the tax. As of September 30, 2018, the Company is still evaluating the effects of the GILTI provisions as guidance and interpretations continue to develop. Therefore, the Company will not make a policy election on how to account for GILTI (as part of deferred taxes or as a period expense) until management has received and evaluated the necessary information. However, FASB Accounting Standards Codification 740, Income Taxes (ASC 740) requires that the Company reflects the impact of the GILTI provisions as a period expense until the accounting policy is finalized. Accordingly, the Company has included an estimate of GILTI in its estimated annual effective tax rate and will update the impact and accounting policy once the analysis related to the GILTI provisions is complete.
NOTE 18 – SEGMENT AND GEOGRAPHIC INFORMATION
The Company reports revenues and income under 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.
Total revenue by geography is as follows (in thousands):

Three Months Ended

Six Months Ended
 
September 30,

September 30,
 
2018

2017

2018

2017
United States
$
136,752

 
$
153,632

 
$
263,998

 
$
292,250

Europe
33,450

 
43,102

 
64,471

 
78,550

Asia
18,198

 
25,201

 
36,098

 
44,728

Rest of the world
35,397

 
34,928

 
64,341

 
67,091


$
223,797


$
256,863


$
428,908


$
482,619

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. 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.

25

Table of Contents

NOTE 19 - RELATED PARTY TRANSACTIONS
During our fiscal year ended March 31, 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, 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 person is now the founding President and CEO of Fortive Corporation (Fortive), which spun off of Danaher in July 2016. As of September 12, 2018, this person is no longer serving on the Company's Board of Directors. 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 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):
 
September 30, 2018
 
March 31, 2018
Danaher
$

 
$
252

Fortive
1,468

 
2,935

 
$
1,468

 
$
3,187

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):
 
September 30, 2018
 
March 31, 2018
Danaher
$

 
$

Fortive
$
366

 
$
369

 
$
366

 
$
369

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
 
Six Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Danaher:
 
 
 
 
 
 
 
Cost of product revenue
$

 
$

 
$

 
$

Cost of service revenue

 

 

 

Research and development expenses

 

 

 

Sales and marketing

 

 

 
2

General and administrative expenses

 
3

 

 
4

 
$

 
$
3

 
$

 
$
6

Fortive: