Netscout Systems Inc 10-Q for FY2024 Q3
Netscout Systems Inc (NTCT)
10-Q
2024-02-08
For: 2023-12-31
View Original
Added on
April 12, 2026
About this 10-Q
Netscout Systems Inc filed this 10-Q on February 8, 2024, covering the quarter ended December 31, 2023 (FY2024 Q3).
Headline figures
Quarter ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $218.07M
- down 19.1% from $269.54M a year earlier
- Net loss
- $132.58M
- compared with net income of $52.62M a year earlier
- Diluted EPS
- -$1.87
- compared with $0.72 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2023
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
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||
(978 ) 614-4000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered: | ||||||
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 ☒ 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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):
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant's common stock, par value $0.001 per share, as of January 25, 2024 was 71,035,053 .
NETSCOUT SYSTEMS, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2023
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.
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. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for our fiscal year ended March 31, 2023, 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. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
1
PART I: FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
NetScout Systems, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
| December 31, 2023 | March 31, 2023 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities and investments | |||||||||||
Accounts receivable and unbilled costs, net of allowance for doubtful accounts of $ | |||||||||||
| Inventories and deferred costs | |||||||||||
| Prepaid income taxes | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Fixed assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Long-term marketable securities | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Accrued other | |||||||||||
| Income taxes payable | |||||||||||
| Deferred revenue and customer deposits | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Deferred tax liability | |||||||||||
| Accrued long-term retirement benefits | |||||||||||
| Long-term deferred revenue and customer deposits | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Long-term debt | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 14) | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
Treasury stock at cost, | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
NetScout Systems, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Product | $ | $ | $ | $ | |||||||||||||||||||
| Service | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Product | |||||||||||||||||||||||
| Service | |||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Gain on divestiture of a business | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||
| Interest and other income (expense), net: | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other income (expense), net | ( | ( | |||||||||||||||||||||
| Total interest and other income (expense), net | ( | ( | |||||||||||||||||||||
| Income (loss) before income tax expense (benefit) | ( | ( | |||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic net income (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted net income (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding used in computing: | |||||||||||||||||||||||
| Net income (loss) per share - basic | |||||||||||||||||||||||
| Net income (loss) per share - diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
NetScout Systems, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Cumulative translation adjustments | ( | ||||||||||||||||||||||
| Changes in market value of investments: | |||||||||||||||||||||||
Changes in unrealized gains (losses), net of taxes (benefit) of $ | ( | ||||||||||||||||||||||
| Total net change in market value of investments | ( | ||||||||||||||||||||||
| Changes in market value of derivatives: | |||||||||||||||||||||||
Changes in market value of derivatives, net of taxes (benefit) of $ | ( | ||||||||||||||||||||||
Reclassification adjustment for net gains (losses) included in net income (loss), net of taxes (benefit) of $ | ( | ||||||||||||||||||||||
| Total net change in market value of derivatives | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Total comprehensive income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
NetScout Systems, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands, except share data)
(Unaudited)
Three Months Ended December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Voting | Additional Paid In Capital | Accumulated Other Comprehensive Income | Treasury Stock | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Stated Value | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net investment gains | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net gains on derivative financial instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustments | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock units | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense for restricted stock units granted to employees | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury stock | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Nine Months Ended December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Voting | Additional Paid In Capital | Accumulated Other Comprehensive Income | Treasury Stock | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Stated Value | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net investment losses | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net gains on derivative financial instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustments | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock units | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense for restricted stock units granted to employees | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury stock | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
NetScout Systems, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands, except share data)
(Unaudited)
| Three Months Ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Voting | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Stated Value | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net investment gains | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net gains on derivative financial instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustments | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock units | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense for restricted stock units granted to employees | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Nine Months Ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock Voting | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Stated Value | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net investment gains | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized net loss on derivative financial instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock units | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense for restricted stock units granted to employees | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
NetScout Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended | |||||||||||
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
Adjustments to reconcile net income (loss) to cash provided by operating activities, net of the effects of acquisitions: | |||||||||||
| Depreciation and amortization | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Gain on divestiture of a business | ( | ||||||||||
| Loss on disposal of fixed assets | |||||||||||
| Share-based compensation expense | |||||||||||
| Change in fair value of derivative investment | ( | ||||||||||
| Goodwill impairment | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other (gains) losses | ( | ||||||||||
| Changes in assets and liabilities | |||||||||||
| Accounts receivable and unbilled costs | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued compensation and other expenses | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Income taxes payable | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of marketable securities and investments | ( | ( | |||||||||
| Proceeds from sales and maturity of marketable securities | |||||||||||
| Purchase of fixed assets | ( | ( | |||||||||
| Purchase of intangible assets | ( | ||||||||||
| Proceeds from divestiture of a business | |||||||||||
| (Increase) decrease in deposits | ( | ||||||||||
Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Issuance of common stock under stock plans | |||||||||||
| Treasury stock repurchases, including accelerated share repurchases | ( | ( | |||||||||
| Tax withholding on restricted stock units | ( | ( | |||||||||
| Repayment of long-term debt | ( | ||||||||||
Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Non-cash transactions: | |||||||||||
| Transfers of inventory to fixed assets | $ | $ | |||||||||
| Additions to property, plant and equipment included in accounts payable | $ | $ | |||||||||
| Issuance of common stock under employee stock plans | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
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 and stockholders' equity, results of operations and cash flows. The year-end consolidated balance sheet data and statement of stockholders' equity were derived from the Company's audited financial statements, but do 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, 2023 filed with the Securities and Exchange Commission on May 16, 2023.
Global and Macroeconomic Conditions
The Company continues to closely monitor the current global and macroeconomic conditions, including the impacts of the ongoing Ukraine and Israel wars, global geopolitical tension, stock market volatility, industry-specific capital spending trends, exchange rate fluctuations, inflation, interest rates, and the risk of a recession, including the manner and extent to which they have impacted and could continue to impact its customers, employees, supply chain, and distribution network. The full extent of the impacts of these global and macroeconomic trends remains uncertain. It is possible that the measures taken by the governments of countries affected and the resulting economic impacts may materially and adversely affect the Company's future results of operations, cash flows and financial position as well as its customers.
The Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. Late in the second quarter of fiscal year 2024, the Company experienced a slowing in order conversion, which affected the Company's fiscal year 2024 results and outlook. The Company has taken and continues to take precautionary actions to manage costs and increase productivity across the organization. This includes managing discretionary spending and hiring activities. In addition, based on covenant levels, the Company had as of December 31, 2023, an incremental $700 million available under its revolving credit facility.
The Company expects net cash provided by operations combined with cash, cash equivalents, marketable securities and investments and borrowing availability under the revolving credit facility to provide sufficient liquidity to fund current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.
Recent Accounting Pronouncements
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires companies to recognize and measure contract assets and contract liabilities acquired in a business combination as if the acquiring company originated the related revenue contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. ASU 2021-08 was adopted on April 1, 2023. Amendments within the standard are required to be applied on a prospective basis from the date of adoption. The Company will apply the provisions of ASU 2021-08 to future acquisitions, if any.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendments are effective retrospectively for fiscal years beginning after December 15, 2024. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-09 is effective for NetScout beginning April 1, 2025. Early adoption is permitted. The Company is in the process of evaluating the impact that the adoption ASU 2023-09 will have to the financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods
8
within fiscal years beginning after December 15, 2024. ASU 2023-07 is effective for NetScout beginning April 1, 2025. Early adoption is permitted, and the amendments should be applied retrospectively. The Company is in the process of evaluating the impact that the adoption ASU 2023-07 will have to the financial statements and related disclosures.
NOTE 2 – REVENUE
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 cybersecurity solutions for service provider and enterprise customers, which include hardware, software, and service offerings. The Company's product sales consist of software only offerings and offerings which include hardware appliances with embedded software that are essential to providing customers the intended functionality of the solutions.
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 the amount the Company deems probable of collection. 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 typically recognized upon fulfillment, 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 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. 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 the Company's 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 for each of the products and services sold, based primarily on the performance obligation'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 performance obligations 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. SSP has primarily been established for product performance obligations as the average or median selling price the performance obligation was recently sold for, whether sold alone or sold as part of a bundle transaction. The Company reviews sales of the product performance obligations on a quarterly basis and updates, when appropriate, its SSP for such performance obligations 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, when control of the product transfers to the reseller or distributor. The Company records consideration given to a customer as a reduction of revenue to the extent they have
9
recorded revenue from the customer. 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.
During the nine months ended December 31, 2023, the Company recognized revenue of $273.8 million related to the Company's deferred revenue balance reported at March 31, 2023.
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, 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 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 December 31, 2023.
At December 31, 2023, the Company had total deferred revenue of $418.0 million, which represents the aggregate total contract price allocated to undelivered performance obligations. The Company expects to recognize $293.4 million, or 70 %, of this revenue during the next 12 months, and expects to recognize the remaining $124.6 million, or 30 %, 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, the Company does not believe its right to payment is unconditional, therefore 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 because control of the underlying deliverable has not transferred. The aggregate amount of unrecognized accounts receivable and deferred revenue was $6.3 million and $6.6 million at December 31, 2023 and March 31, 2023, 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 material significant financing components, or variable consideration or performance obligations satisfied in a prior period recognized during the nine months ended December 31, 2023.
Contract Balances
The Company may receive payments from customers based on billing schedules as established by the Company's contracts. Contract assets relate to performance obligations where control has transferred to the customer in advance of scheduled billings. The Company records 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. Deferred revenue relates to scenarios where billings with an unconditional right to payment occur before all performance obligations are delivered or payments are received in advance of performance under the contract.
Costs to Obtain Contracts
The Company has determined that the only significant incremental costs incurred to obtain contracts with customers within the scope of Topic 606 are sales commissions paid to its employees. 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. The Company expenses costs as incurred for sales commissions when the amortization period would have been one year or less.
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At December 31, 2023, the consolidated balance sheet included $9.0 million in assets related to sales commissions to be expensed in future periods. A balance of $4.5 million was included in prepaid expenses and other current assets, and a balance of $4.5 million was included in other assets in the Company's consolidated balance sheet at December 31, 2023. At March 31, 2023, the consolidated balance sheet included $9.4 million in assets related to sales commissions to be expensed in future periods. A balance of $4.7 million was included in prepaid expenses and other current assets, and a balance of $4.7 million was included in other assets in the Company's consolidated balance sheet at March 31, 2023.
During the three and nine months ended December 31, 2023 and 2022, respectively, the Company recognized $1.7 million, $1.8 million, $5.1 million, and $5.2 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.
Allowance for Credit Losses
The Company continually monitors collections from its customers. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for credit losses based on a combination of factors, including but not limited to, analysis of the aging schedules, past due balances, historical collection experience and prevailing economic conditions.
The following table summarizes the activity in the allowance for credit losses (in thousands):
Balance at March 31, 2023 | $ | ||||
| Additions resulting in charges to operations | |||||
| Charges (recoveries) to other accounts | |||||
| Deductions due to write-offs | ( | ||||
Balance at December 31, 2023 | $ | ||||
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 December 31, 2023 and March 31, 2023, the Company had no direct customers or channel partners which accounted for more than 10% of the accounts receivable balance.
During the three and nine months ended December 31, 2023, no direct customers or channel partners accounted for more than 10% of the Company's total revenue. During the three and nine months ended December 31, 2022, one direct customer, Verizon, accounted for more than 10% of the Company's total revenue, while no channel partners accounted for more than 10% of total revenue.
NOTE 4 – SHARE-BASED COMPENSATION
On September 12, 2019, the Company's stockholders approved the 2019 Equity Incentive Plan (2019 Plan), which replaced the Company's 2007 Equity Incentive Plan, as amended (Amended 2007 Plan). The 2019 Plan permits the granting of incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards, collectively referred to as "share-based awards."
On September 10, 2020, the Company's stockholders approved an amendment and restatement of the 2019 Equity Incentive Plan (2019 First Amended Plan) to increase the number of shares reserved for issuance by 4,700,000 shares, establish a one-year minimum vesting requirement for awards granted on or after September 10, 2020, and change the "fungible share counting ratio" used to calculate the increase or reduction in the number of shares available for issuance under the 2019 First Amended Plan.
On August 24, 2022, the Company's stockholders approved an amendment and restatement of the 2019 Equity Incentive Plan (2019 Second Amended Plan) to increase the number of shares reserved for issuance by 7,000,000 shares, and change the "fungible share counting ratio" used to calculate the increase or reduction in the number of shares available for issuance under the 2019 Second Amended Plan.
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On September 14, 2023, the Company's stockholders approved an amendment and restatement to the 2019 First Amended Plan (2019 Third Amended Plan) to further increase the number of shares reserved for issuance by 5,900,000 shares and changed the "fungible share counting ratio" used to calculate the increase or reduction in the number of shares available for issuance under the 2019 Third Amended Plan. At September 14, 2023, there was a total of 8,263,547 shares reserved for issuance under the 2019 Third Amended Plan, which consisted of 5,900,000 new shares plus 2,363,547 shares that remained available for grant under the 2019 Second Amended Plan as of September 14, 2023, the effective date of the 2019 Third Amended Plan. The Company refers to the 2019 Plan, 2019 First Amended Plan, 2019 Second Amended Plan and 2019 Third Amended Plan collectively as the "Amended 2019 Plan". At December 31, 2023, an aggregate of 8,279,049 shares remained available for grant under the Amended 2019 Plan.
Periodically, the Company grants share-based awards to employees, officers, and directors of the Company and its subsidiaries. Additionally, the Company periodically grants performance-based restricted stock units to certain executive officers that vest based upon the Company's total shareholder return as compared to the Russell 2000 Index over a three-year period. The performance-based restricted stock units are valued using the Monte Carlo Simulation model. The measurement and recognition of compensation expense is based on estimated fair values for all share-based payment awards made to its employees and directors. Share-based award grants are generally measured at fair value on the date of grant based on the number of shares granted and the quoted price of the Company's common stock. Such value is recognized as a cost of revenue or an operating expense over the corresponding vesting period.
The following is a summary of share-based compensation expense including restricted stock units and performance-based restricted stock units granted pursuant to the Company's Amended 2007 Plan, the Amended 2019 Plan, and employee stock purchases made under the Company's 2011 Amended and Restated Employee Stock Purchase Plan (ESPP), based on estimated fair values within the applicable cost and expense lines identified below (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Cost of product revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of service revenue | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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, 2023. 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 nine months ended December 31, 2023, employees purchased 209,791 shares under the ESPP and the fair value per share was $28.63 .
NOTE 5 – CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND INVESTMENTS
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 mainly consisted of U.S. government and municipal obligations, commercial paper, money market instruments and cash maintained with various financial institutions at December 31, 2023 and March 31, 2023.
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Marketable Securities
The following is a summary of marketable securities held by NetScout at December 31, 2023, classified as short-term and long-term (in thousands):
| Amortized Cost | Unrealized Losses | Fair Value | |||||||||||||||
| Type of security: | |||||||||||||||||
| U.S. government and municipal obligations | $ | $ | ( | $ | |||||||||||||
| Commercial paper | |||||||||||||||||
| Certificates of deposit | |||||||||||||||||
| Total short-term marketable securities | ( | ||||||||||||||||
| U.S. government and municipal obligations | ( | ||||||||||||||||
| Total long-term marketable securities | ( | ||||||||||||||||
| Total marketable securities | $ | $ | ( | $ | |||||||||||||
The following is a summary of marketable securities held by NetScout at March 31, 2023, classified as short-term and long-term (in thousands):
| Amortized Cost | Unrealized Gains (Losses) | Fair Value | |||||||||||||||
| Type of security: | |||||||||||||||||
| U.S. government and municipal obligations | $ | $ | ( | $ | |||||||||||||
| Commercial paper | |||||||||||||||||
| Corporate bonds | |||||||||||||||||
| Certificates of deposit | |||||||||||||||||
| Total short-term marketable securities | ( | ||||||||||||||||
| U.S. government and municipal obligations | |||||||||||||||||
| Total long-term marketable securities | |||||||||||||||||
| Total marketable securities | $ | $ | $ | ||||||||||||||
Contractual maturities of the Company's marketable securities held at December 31, 2023 and March 31, 2023 were as follows (in thousands):
| December 31, 2023 | March 31, 2023 | ||||||||||
| Available-for-sale securities: | |||||||||||
| Due in 1 year or less | $ | $ | |||||||||
| Due after 1 year through 5 years | |||||||||||
| $ | $ | ||||||||||
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Investments
In February 2023, the Company entered into a forward share purchase agreement with Napatech A/S (Napatech), a publicly traded Danish company registered on the Oslo stock exchange, to purchase approximately 6.2 million shares of Napatech's common stock for $7.5 million. In April 2023, the Company settled the forward share purchase contract with Napatech in exchange for approximately 6.2 million shares of Napatech's common stock. As part of the agreement, the Company received the right to designate a representative to be nominated for election to the Napatech Board of Directors, which was approved by Napatech's Nomination Committee in April 2023. The Company accounts for this investment under the equity method and has elected to apply the fair value option to the investment. The Company records the investment at fair value at the end of each period based on the closing price of Napatech's stock and any change in fair value during the period is recorded in other income (expense), net within the Company's consolidated statement of operations. At December 31, 2023, the fair value of the investment in Napatech was $8.0 million and was included in marketable securities and investments in the Company's consolidated balance sheet. During the nine months ended December 31, 2023, the Company recognized a $1.8 million increase in the fair value of the equity investment in Napatech in other income (expense), net within the Company's consolidated statement of operations. For the nine months ended December 31, 2023, the unrealized losses related to foreign currency translation on the equity investment in Napatech were immaterial.
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 December 31, 2023 and March 31, 2023 (in thousands):
| Fair Value Measurements at | |||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| ASSETS: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| U.S. government and municipal obligations | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Certificate of deposits | |||||||||||||||||||||||
| Equity investment in Napatech | |||||||||||||||||||||||
| Derivative financial instruments | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| LIABILITIES: | |||||||||||||||||||||||
| Derivative financial instruments | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| $ | $ | ( | $ | $ | ( | ||||||||||||||||||
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| Fair Value Measurements at | |||||||||||||||||||||||
| March 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| ASSETS: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| U.S. government and municipal obligations | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| Certificate of deposits | |||||||||||||||||||||||
| Derivative financial instruments | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| LIABILITIES: | |||||||||||||||||||||||
| Derivative financial instruments | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including marketable securities and derivative financial instruments.
The Company's Level 1 investments are classified as such because they are valued using quoted market prices or alternative pricing sources with reasonable levels of price transparency.
The Company's Level 2 investments are classified as such because they are valued using observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets in markets that are not active.
The Company’s Level 3 liability at March 31, 2023 consisted of a forward share purchase contract with Napatech to purchase approximately 6.2 million shares of Napatech's common stock for $7.5 million, which qualified as a derivative instrument under authoritative guidance. The Company measured the forward share purchase contract at March 31, 2023 at fair value based on inputs which were observable and those which were not observable in the market, resulting in a charge related to the Level 3 fair value hierarchy classification. During the nine months ended December 31, 2023, the Company recorded a $0.2 million decrease in the fair value of the derivative financial instrument liability in other income (expense), net within the Company's consolidated statement of operations. In April 2023, the Company settled the forward share purchase contract with Napatech in exchange for approximately 6.2 million shares of Napatech's common stock valued at $6.2 million at such time.
The following table sets forth a reconciliation of changes in the fair value of the Company's Level 3 financial liability for the nine months ended December 31, 2023 (in thousands):
| Derivative | |||||
| Instrument | |||||
Balance at March 31, 2023 | $ | ( | |||
| Change in fair value of derivative investment | |||||
| Settlement of derivative instrument | |||||
Balance at December 31, 2023 | $ | ||||
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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):
| December 31, 2023 | March 31, 2023 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Deferred costs | |||||||||||
| $ | $ | ||||||||||
NOTE 8 - DIVESTITURES
Business Divestiture
On September 8, 2023, the Company entered into an Asset Purchase Agreement to divest its Test Optimization business (TO business) for a purchase price of $7.8 million, inclusive of a working capital adjustment. The Company recorded a gain of $3.8 million on the divestiture during the nine months ended December 31, 2023. In connection with the divestiture, the Company has entered into a transitional services agreement with the buyer to provide certain services which ended on December 31, 2023.
The Company determined that the sale of the TO business did not represent a strategic shift and will not have a major effect on its consolidated results of operations, financial position or cash flow. Accordingly, the Company has not presented the sale as a discontinued operation in the consolidated financial statements.
NOTE 9 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company has one reporting unit. Goodwill is tested for impairment at a reporting unit level at least annually, as of January 31, or on an interim basis if an event occurs or circumstances change (a "triggering event") that would, more likely than not, reduce the fair value of the reporting unit below its carrying value.
As a result of the sustained decline in the Company's stock price and overall market capitalization during the third quarter of fiscal year 2024, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, the Company conducted a quantitative impairment test of its goodwill at December 31, 2023. The Company estimated the implied fair value of its goodwill using a market approach. As a result of the quantitative impairment test performed during the third quarter of fiscal year 2024, the Company determined goodwill was impaired and recorded a goodwill impairment charge of $167.1
The key assumption in the market approach was the company-specific control premium, which was estimated using expected synergies that would be realized by a hypothetical buyer. The Company also compared its implied control premium to recent control premiums paid in the industry, as evidenced by guideline public company comparable transactions. Changes in the estimates or assumptions used in its quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, continued increases in costs, and rising interest rates and other macroeconomic factors. An increase or decrease of 1% in the company-specific control premium used in the determination of the fair value of the reporting unit under the market approach would have resulted in an increase or decrease in the goodwill impairment recorded of approximately $15.6 million.
The Company will complete its annual goodwill impairment test at January 31, 2024. Throughout the fourth quarter of fiscal year 2024, the Company will continue to monitor relevant facts and circumstances, including future changes in its stock price. The Company may be required to record additional goodwill impairment charges. While management cannot predict if or when additional goodwill impairments may occur, future goodwill impairments could have material adverse effects on the Company's results of operations and financial condition.
At December 31, 2023 and March 31, 2023, the carrying amounts of goodwill were $1.6 billion and $1.7 billion, respectively. The change in the carrying amount of goodwill for the nine months ended December 31, 2023 was due to the impairment of goodwill, the divestiture of the TO business, and the impact of foreign currency translation adjustments related to asset balances that are recorded in currencies other than the U.S. Dollar.
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The following table summarizes the changes in the carrying amount of goodwill for the nine months ended December 31, 2023 as follows (in thousands):
Balance at March 31, 2023 | $ | ||||
| Goodwill impairment | ( | ||||
| Divestiture of a business | ( | ||||
| Foreign currency translation impact | ( | ||||
Balance at December 31, 2023 | $ | ||||
Intangible Assets
The net carrying amounts of intangible assets were $323.9 million and $366.6 million at December 31, 2023 and March 31, 2023, 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 acquired intangible assets over their estimated useful lives.
The Company reviews definite-lived intangible assets for impairment when an event occurs that may indicate potential impairment. The sustained decline in the Company's stock price and market capitalization during the third quarter of fiscal year 2024 was considered a triggering event. As such, the Company conducted an impairment test of its definite-lived intangible assets at December 31, 2023. Based on this assessment, the Company concluded that the carrying values of the Company's definite-lived intangible assets were recoverable as of December 31, 2023. However, if future events occur or if business conditions deteriorate, the Company may be required to record an impairment loss, and or accelerate the amortization of definite-live intangible assets in the future, which could be material to its results of operations and financial condition.
Intangible assets include the following amortizable intangible assets at December 31, 2023 (in thousands):
| Estimated Useful Life in Years | Cost | Accumulated Amortization | Net | ||||||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||||||||
| Customer relationships | ( | ||||||||||||||||||||||
| Distributor relationships and technology licenses | ( | ||||||||||||||||||||||
| Definite-lived trademark and trade name | ( | ||||||||||||||||||||||
| Core technology | ( | ||||||||||||||||||||||
| Capitalized software | ( | ||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| $ | $ | ( | $ | ||||||||||||||||||||
Intangible assets include the following amortizable intangible assets at March 31, 2023 (in thousands):
| Estimated Useful Life in Years | Cost | Accumulated Amortization | Net | ||||||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||||||||
| Customer relationships | ( | ||||||||||||||||||||||
| Distributor relationships and technology licenses | ( | ||||||||||||||||||||||
| Definite-lived trademark and trade name | ( | ||||||||||||||||||||||
| Core technology | ( | ||||||||||||||||||||||
| Non-compete agreements | ( | ||||||||||||||||||||||
| Capitalized software | ( | ||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| $ | $ | ( | $ | ||||||||||||||||||||
17
Amortization included as cost of product revenue consists of amortization of developed technology, and distributor relationships and technology licenses. Amortization included as operating expense consists of all other intangible assets. The following table provides a summary of amortization expense for the three and nine months ended December 31, 2023 and 2022, respectively (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Amortization of intangible assets included as: | |||||||||||||||||||||||
| Cost of product revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expense | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The following is the expected future amortization expense at December 31, 2023 for the fiscal years ending March 31 (in thousands):
| 2024 (remaining three months) | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| $ | |||||
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.
NetScout also periodically enters into forward contracts to manage exchange rate risks associated with certain third-party transactions and for which the Company does not elect hedge accounting treatment as there is no difference in the timing of gain or loss recognition on the hedging instrument and the hedged item.
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.
18
The notional amounts and fair values of derivative instruments in the consolidated balance sheets at December 31, 2023 and March 31, 2023 were as follows (in thousands):
| Notional Amounts (a) | Prepaid Expenses and Other Current Assets | Accrued Other | |||||||||||||||||||||||||||||||||
| December 31, 2023 | March 31, 2023 | December 31, 2023 | March 31, 2023 | December 31, 2023 | March 31, 2023 | ||||||||||||||||||||||||||||||
| Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||||||||||||||||
| Forward contracts | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||||||||||||||||||
| Forward contracts | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(a) Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
The following table provides the effect that foreign exchange forward contracts designated as hedging instruments had on other comprehensive income (OCI) and results of operations for the three months ended December 31, 2023 and 2022 (in thousands):
| Gain Recognized in OCI on Derivative (a) | Gain Reclassified from Accumulated OCI into Income (b) | ||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | December 31, 2022 | Location | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||
| Forward contracts | $ | $ | Research and development | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
(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.
The following table provides the effect that foreign exchange forward contracts not designated as hedging instruments had on the Company's results of operations for the three months ended December 31, 2023 and 2022 (in thousands):
| Loss Recognized in Income (a) | |||||||||||||||||||||||||||||||||||||||||||||||
| Location | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||
| Forward contracts | General and administrative | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
(a)The amount represents the change in fair value of derivative contracts due to changes in spot rates.
19
The following table provides the effect that foreign exchange forward contracts designated as hedging instruments had on other comprehensive income (OCI) and results of operations for the nine months ended December 31, 2023 and 2022 (in thousands):
| Gain (Loss) Recognized in OCI on Derivative (a) | Gain (Loss) Reclassified from Accumulated OCI into Income (b) | ||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | December 31, 2022 | Location | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||
| Forward contracts | $ | $ | ( | Research and development | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
(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.
The following table provides the effect that foreign exchange forward contracts not designated as hedging instruments had on the Company's results of operations for the nine months ended December 31, 2023 and 2022 (in thousands):
| Loss Recognized in Income (a) | |||||||||||||||||||||||||||||||||||||||||||||||
| Location | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||
| Forward contracts | General and administrative | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
(a)The amount represents the change in fair value of derivative contracts due to changes in spot rates.
NOTE 11 – LONG-TERM DEBT
On July 27, 2021, the Company amended and extended its existing credit facility (as amended, the Second Amended and Restated Credit Agreement) with a syndicate of lenders by and among: the Company; JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent and collateral agent; JPMorgan, Wells Fargo Securities, LLC, BofA Securities Inc., RBC Capital Markets, PNC Capital Markets LLC and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners; Santander Bank, N.A., U.S. Bank National Association, Fifth Third Bank National Association, Silicon Valley Bank and TD Bank, N.A., as co-documentation agents; and the lenders party thereto.
The Second Amended and Restated Credit Agreement provides for a five-year , $800.0 million 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 credit facility for general corporate purposes (including to finance the repurchase of shares of the Company's common stock). The commitments under the Second Amended and Restated Credit Agreement will expire on July 27, 2026, and any outstanding loans will be due on that date. At December 31, 2023, $100 million was outstanding under the Second Amended and Restated Credit Agreement.
On February 22, 2023, the Company entered into a First Amendment Agreement (First Amendment) of its Second Amended and Restated Credit Agreement with its syndicate of lenders. The Company entered into the First Amendment in order to remove and replace the LIBOR-based interest rate benchmark provisions for U.S. dollar-denominated loans with interest rate benchmark provisions for U.S. dollar-denominated loans based on a term secured overnight financing rate (SOFR).
The First Amendment provides that U.S. dollar-denominated advances under the Second Amended and Restated Credit Agreement will bear interest at a term SOFR rate plus a credit spread adjustment of 0.10 % or an Alternate Base Rate (defined in a customary manner), at the option of the Company, plus a margin that ranges from 1.00 % per annum for Alternate Base Rate loans and 2.00 % per annum for term SOFR loans if the Company's consolidated gross leverage ratio is greater than 3.50 to 1.00, down to 0 % per annum for Alternate Base Rate loans and 1.00 % per annum for term SOFR loans if the Company's consolidated gross leverage ratio is equal to or less than 1.50 to 1.00. For the period from the delivery of the Company's financial statements for the quarter ended September 30, 2023, until the Company has delivered financial statements for the quarter ended December 31, 2023, the applicable margin will be 1.00 % per annum for Term Benchmark Revolving loans and
20
The Company's consolidated gross leverage ratio is the ratio of its consolidated total debt compared to its consolidated EBITDA as defined in the Second Amended and Restated Credit Agreement (adjusted consolidated EBITDA). Adjusted consolidated 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 Second Amended and Restated Credit Agreement.
Commitment fees will accrue on the daily unused amount of the credit facility. For the period from the delivery of the Company's financial statements for the quarter ended September 30, 2023, until the Company has delivered financial statements for the quarter ended December 31, 2023, the commitment fee will be 0.15 % per annum, and thereafter the commitment fee will vary depending on the Company's consolidated gross leverage ratio, ranging from 0.30 % per annum if the Company's consolidated gross leverage ratio is greater than 2.75 to 1.00, down to 0.15 % per annum if the Company's consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.
Letter of credit participation fees are payable to each lender providing the letter of credit sub-facility on the amount of such lender's letter of credit exposure, during the period from the closing date of the Second Amended and Restated 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 term SOFR loans assuming such loans were outstanding during the period. 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 term SOFR 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 Second Amended and Restated Credit Agreement at any time, without penalty, subject to certain notice requirements.
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 Second Amended and Restated 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 Second Amended and Restated Credit Agreement.
The Second Amended and Restated 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. The Second Amended and Restated Credit Agreement requires the Company to maintain a certain consolidated net leverage ratio and removes the previous requirement under the Company's previous amended credit agreement that the Company maintain a minimum consolidated interest coverage ratio. The Company's consolidated net leverage ratio is the ratio of its Consolidated Total Debt minus the lesser of unrestricted cash and 125 % of adjusted consolidated EBITDA compared to its adjusted consolidated EBITDA. The Company's maximum consolidated net leverage ratio is 4.00 to 1.00. These covenants and limitations are more fully described in the Second Amended and Restated Credit Agreement. At December 31, 2023, the Company was in compliance with all covenants, including the specified total consolidated net leverage ratio range of 4.00 to 1.00.
The Second Amended and Restated 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 Second Amended and Restated Credit Agreement and related documents including a failure to meet the maximum total consolidated net leverage ratio covenant, 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 Second Amended and Restated Credit Agreement and the other loan documents.
21
NOTE 12 – RESTRUCTURING CHARGES
During the first quarter of fiscal year 2023, the Company restructured certain departments to better align functions resulting in the termination of eighteen employees. As a result of the workforce reduction, during the nine months ended December 31, 2022, the Company recorded a restructuring charge totaling $1.9 million related to one-time employee-related termination benefits for the employees that were notified of their termination during the period. The one-time termination benefits were paid in full during the fiscal year ended March 31, 2023.
NOTE 13 - LEASES
The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company's right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company's contractual obligation to make lease payments over the lease term. The Company's policy is to combine lease and non-lease components and to not recognize ROU assets and lease liabilities for short-term leases. Leases with an initial term of twelve months or less are classified as short-term leases. ROU assets are recorded and recognized at commencement for the lease liability amount, plus initial direct costs incurred less lease incentives received. Lease liabilities are recorded at the present value of future lease payments over the lease term at commencement. The discount rate used is generally the Company's estimated incremental borrowing rate unless the lessor's implicit rate is readily determinable. Incremental borrowing rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value over a similar term. Lease expenses relating to operating leases are recognized on a straight-line basis over the lease term.
The Company has operating leases for administrative, research and development, sales and marketing and manufacturing facilities and equipment under various non-cancelable lease agreements. The Company's leases have remaining lease terms ranging from 1 year to 7 years. The Company's lease terms may include options to extend or terminate the lease where it is reasonably certain that the Company will exercise those options. The Company considers several economic factors when making this determination, including but not limited to, the significance of leasehold improvements incurred in the office space, the difficulty in replacing the asset, underlying contractual obligations, or specific characteristics unique to a particular lease. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company has an obligation to return certain leased facilities to their original condition at the end of the respective lease term. These obligations were not material to the Company's financial statements for all periods presented.
Most of the Company's lease agreements contain variable payments, primarily for common area maintenance (CAM), which are expensed as incurred and not included in the measurement of the ROU assets and lease liabilities.
The components of operating lease cost for the three and nine months ended December 31, 2023 and 2022, respectively, were as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Lease cost under long-term operating leases | $ | $ | $ | $ | |||||||||||||||||||
| Lease cost under short-term operating leases | |||||||||||||||||||||||
| Variable lease cost under short-term and long-term operating leases | |||||||||||||||||||||||
| Total operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
The table below presents supplemental cash flow information related to leases during the nine months ended December 31, 2023 and 2022 (in thousands):
| Nine Months Ended | |||||||||||
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
22
At December 31, 2023 and March 31, 2023, the weighted average remaining lease term in years and weighted average discount rate were as follows:
| December 31, 2023 | March 31, 2023 | ||||||||||
| Weighted average remaining lease term in years - operating leases | |||||||||||
| Weighted average discount rate - operating leases | % | % | |||||||||
Future minimum payments under non-cancellable leases at December 31, 2023 are as follows (in thousands):
| Year ending March 31: | |||||
| 2024 (remaining three months) | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less imputed interest | ( | ||||
| Present value of lease liabilities | $ | ||||
NOTE 14 – COMMITMENTS AND CONTINGENCIES
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. In October 2017, the jury rendered a verdict finding in favor of the Plaintiff and that Plaintiff was entitled to $3.5 million for pre-suit damages and $2.3 million for post-suit damages. The jury indicated that the awarded damages amounts were intended to reflect a running royalty. 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 awarded pre- and post-judgment interest, and a running royalty on the G10 and GeoBlade products until the expiration of the patents at issue, the last date being June 2022. Following the entry of final judgment, NetScout appealed, and in July 2020, the Court of Appeals for the Federal Circuit (Federal Circuit) issued a decision vacating the $3.5 million pre-suit damages award, affirming the $2.3 million post-suit damages award, vacating the $2.8 million enhancement award, and remanding to the district court to determine what, if any, enhancement should be awarded. In March 2021, NetScout filed a petition for a writ of certiorari to the United States Supreme Court, which was subsequently denied, challenging, among other issues, the basis for enhanced damages and the patentability of the claimed technology. In addition, on September 8 and 9, 2021, in proceedings initiated by third parties that did not involve NetScout, the Patent Trial and Appeal Board (PTAB) invalidated all the patent claims that were also asserted against NetScout in this case. After the PTAB decisions were issued, NetScout moved, among other things, to dismiss the case and enter judgment in its favor on the grounds that the PTAB decisions invalidating the asserted claims precluded Plaintiff from continuing to assert its patent infringement causes of action and from seeking damages from NetScout. The District Court denied NetScout’s motion with respect to its request to dismiss the case and enter judgment in its favor, but in response to alternative requests for relief requested by NetScout, "enhanced" the jury verdict in the amount of $1.1 million and also lowered the ongoing royalty rate on the G10 and GeoBlade products. The District Court entered an amended final judgment awarding Plaintiff $2.3 million in post-suit damages, $1.1 million in enhanced damages, pre- and post-judgment interest, and a running royalty on the G10 and GeoBlade products until the expiration of the patents at issue, the last expiration date being June 2022. On July 20, 2022, NetScout filed a notice of appeal to the Federal Circuit from, among other things, the amended final judgment. The enforcement of the amended judgment is stayed pending the resolution of the appeal. In view of the current circumstances, and if the post-suit and enhanced damages award along with the associated interest and royalties survive the recent PTAB invalidation decisions and NetScout's appeal, NetScout has concluded that the risk of loss associated with such damages award remains "probable" in accounting terms, and that the risk of loss associated with pre-suit damages is remote.
23
NOTE 15 – PENSION BENEFIT PLANS
Certain of the Company's non-U.S. employees participate in noncontributory defined benefit pension plans. No ne 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 nine months ended December 31, 2023 and 2022, respectively, (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Net periodic pension cost | $ | $ | $ | $ | |||||||||||||||||||
Expected Contributions
During the nine months ended December 31, 2023, the Company made contributions of $0.4 million to its defined benefit pension plans. During the fiscal year ending March 31, 2024, 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 16 – TREASURY STOCK
On October 24, 2017, the Company's Board of Directors approved a share repurchase program that enabled the Company to repurchase up to twenty-five million shares of its common stock (2017 Share Repurchase Program). Through December 31, 2023, the Company repurchased all of the authorized 25,000,000 shares for $694.1 million in the open market under the 2017 Share Repurchase Program. The Company repurchased 1,209,153 shares for $33.6 million during the nine months ended December 31, 2023 under the 2017 Share Repurchase Program. At December 31, 2023, there were no shares of common stock that remained available to be purchased under the 2017 Share Repurchase Program.
On May 3, 2022, 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 (2022 Share Repurchase Program). The 2022 Share Repurchase Program became effective once the 2017 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 the 2022 Share Repurchase Program. The Company repurchased 614,516 shares for $16.4 million under this share repurchase program during the nine months ended December 31, 2023. At December 31, 2023, 24,385,484 shares of common stock remained available to be purchased under the current program.
On May 9, 2022, the Company entered into accelerated share repurchase (ASR) agreements with Mizuho Markets Americas LLC (Mizuho) and Wells Fargo Bank, National Association (Wells Fargo) (collectively, the Dealers) to repurchase an aggregate of $150 million of the Company's common stock via accelerated stock repurchase transactions under the 2017 Share Repurchase Program. Under the terms of the ASR, the Company made a $75 1,627,907 3,255,814 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 agreements. These shares reduced the number of shares of the Company's common stock available for repurchase under the 2017 Share Repurchase Program. Final settlement of the ASR agreements was completed in November 2022. As a result, the Company received an additional 651,213 shares from Mizuho and 642,302 shares from Wells Fargo, or 1,293,515 shares in the aggregate, for $47.9 million, which reduced the number of shares of the Company's common stock available to be repurchased under the 2017 Share Repurchase Program. In total, 4,549,329 shares of the Company's common stock were repurchased under the ASR agreements at an average cost per share of $32.97 during the fiscal year ended March 31, 2023.
In connection with the delivery of shares of the Company's common stock upon vesting of restricted stock units, the Company withheld 644,125 shares and 555,651 shares at a cost of $19.2 million and $19.2 million, respectively, related to minimum statutory tax withholding requirements on these restricted stock units during the nine months ended December 31, 2023 and 2022, respectively. These withholding transactions do not fall under the share repurchase programs described above, and therefore do not reduce the number of shares that are available for repurchase under those programs.
24
NOTE 17 – NET INCOME (LOSS) PER SHARE
Calculations of the basic and diluted net income (loss) per share and potential common shares are as follows (in thousands, except for per share data):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Denominator for basic net income (loss) per share - weighted average common shares outstanding | |||||||||||||||||||||||
| Dilutive common equivalent shares: | |||||||||||||||||||||||
| Weighted average restricted stock units and performance-based restricted stock units | |||||||||||||||||||||||
| Denominator for diluted net income (loss) per share - weighted average shares outstanding | |||||||||||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic net income (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted net income (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The following table sets forth restricted stock units excluded from the calculation of diluted net income (loss) per share, since their inclusion would be anti-dilutive (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
Basic net income (loss) per share is calculated by dividing net income (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 income (loss) per share is calculated by dividing net income (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 the Company incurred a net loss during the three months and nine months ended December 31, 2023, all outstanding restricted stock units and performance-based restricted stock units have an anti-dilutive effect and are therefore excluded from the computation of diluted weighted average shares outstanding.
NOTE 18 – INCOME TAXES
Generally, the Company's effective tax rate differs from the U.S. federal statutory income tax rate primarily due to foreign withholding taxes and U.S. taxation on foreign earnings, which are partially offset by research and development tax credits and the foreign derived intangible income deduction.
The Company's effective tax rates were 0.9 % and 13.1 % for the three months ended December 31, 2023 and 2022, respectively. The effective tax rate for the three months ended December 31, 2023 differed from the effective tax rate for the three months ended December 31, 2022 primarily due to the discrete income tax benefits related to the finalization of tax returns and the goodwill impairment incurred during the three months ended December 31, 2023.
The Company's effective tax rates were 3.3 % and 9.5 % for the nine months ended December 31, 2023 and 2022, respectively. The effective tax rate for the nine months ended December 31, 2023 differed from the effective tax rate for the nine months ended December 31, 2022 primarily due to the discrete income tax benefits related to the finalization of tax returns and the goodwill impairment incurred during the nine months ended December 31, 2023.
25
NOTE 19 – 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. The Company's policies mandate compliance with economic sanctions and the export controls.
Total revenue by geography is as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| Rest of the world | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
26
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. This discussion contains forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. These risks and uncertainties could cause actual results to differ significantly from those projected in forward-looking statements contained in this report or implied by past results and trends. Forward-looking statements are statements that attempt to forecast or anticipate future developments in our business, financial condition or results of operations. See the section titled "Cautionary Statement Concerning Forward-Looking Statements" that appears at the beginning of this Quarterly Report. These statements, like all statements in this report, speak only as of the date of this Quarterly Report (unless another date is indicated), and, except as required by law, we undertake no obligation to update or revise these statements in light of future developments.
Overview
We are an industry leader with nearly four decades of experience in providing service assurance and cybersecurity solutions that are based on our pioneering deep packet inspection technology at scale, which is used by many Fortune 500 companies to protect their digital business services against disruption. Service providers and enterprises, including local, state and federal government agencies, rely on our solutions to achieve the visibility and protection necessary to optimize network performance, ensure the delivery of high-quality, mission-critical applications and services, gain timely insight into the end user experience and protect their networks from attack. With our offerings, customers can quickly, efficiently and effectively identify and resolve issues that result in downtime, interruptions to services, poor service quality or compromised data, thereby reducing meantime-to-resolution of issues and driving compelling returns on their investments in their networks and broader technology initiatives. Some of the more significant technology trends and catalysts for our business include the evolution of customers' digital transformation initiatives such as the migration to cloud environments, the rapidly evolving cybersecurity threat landscape, business intelligence and analytics advancements, and the 5G technology evolution in both the service provider and enterprise customer verticals.
Our operating results are influenced by a number of factors, including, but not limited to, the mix and quantity of products and services sold, pricing, costs and availability of materials used in our products, growth in employee-related costs, including commissions, and the expansion of our operations. Factors that affect our ability to maximize our operating results include, but are not limited to, our ability to introduce and enhance existing products, the marketplace acceptance of those new or enhanced products, continued expansion into international markets, expansion into new or adjacent markets, development of strategic partnerships, competition, successful acquisition integration efforts, and our ability to control costs and make improvements in a highly competitive industry.
Global and Macroeconomic Conditions
We continue to closely monitor current global and macroeconomic conditions, including the impacts of the ongoing Ukraine and Israel wars, global geopolitical tension, stock market volatility, industry-specific capital spending trends, exchange rate fluctuations, inflation, interest rates, and the risk of a recession, including the manner and extent to which they have impacted and could continue to impact our customers, employees, supply chain, and distribution network. The full extent of the impacts of these global and macroeconomic conditions remain uncertain. For the fiscal year ended March 31, 2023, we observed that technology and project spending normalized after observing elongated purchasing cycles resulting from the macroeconomic impacts of the COVID-19 pandemic and we focused on advancing our products, growing revenue, enhancing earnings per share, and generating free cash flow. In response to the Russian military operations in Ukraine, we ceased business operations in Russia, including sales, support on existing contracts and professional services. Late in the second quarter of fiscal year 2024, we experienced a slowing in order conversions as customers displayed higher spending scrutiny and delayed project funding as they navigate the challenging macro environment. This has primarily affected our service assurance business with the most prominent impact within our U.S. Tier-1 service provider customers. This dynamic affected our fiscal year 2024 results through the first three quarters as well as our outlook. The macro environment remains challenging with constrained customer spending scrutiny and we expect this to persist for the remainder of fiscal year 2024 and likely into next fiscal year. As a result, we have continued our efforts to manage discretionary costs and align spending with the current environment as initiated in the second fiscal quarter.
Though we continue to monitor the impacts of evolving global and macroeconomic conditions on our business, we believe our current cash reserves and access to capital through our revolving credit facility leave us well-positioned to manage our business in today's environment. We expect net cash provided by operations combined with cash, cash equivalents, marketable securities and investments and borrowing availability under our revolving credit facility to provide sufficient
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liquidity to fund current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. We continue to take actions to manage costs and increase productivity throughout our company, including managing discretionary spending and hiring activities, but are continuing to invest in areas that advance our business for the future. In addition to our cash equivalents, based on covenant levels at December 31, 2023, we had an incremental $700 million available to us under our revolving credit facility.
Results Overview
Total revenue decreased $80.4 million for the nine months ended December 31, 2023 as compared to total revenue for the nine months ended December 31, 2022 primarily due to a decrease in revenue from our service assurance offerings from both enterprise and service provider customers, partially offset by an increase in revenue from our cybersecurity offerings, and an increase in service revenue from maintenance contracts. The decrease in revenue from our service provider customers included lower revenue from radio frequency propagation modeling projects in the nine months ended December 31, 2023.
Our gross profit percentage increased by two percentage points to 78% during the nine months ended December 31, 2023, as compared with the nine months ended December 31, 2022 primarily due to product mix with less revenue in the nine months ended December 31, 2023 from radio frequency propagation modeling projects, which have lower margins, as well as lower incentive compensation expense.
Net loss for the nine months ended December 31, 2023 was $115.3 million, as compared with net income for the nine months ended December 31, 2022 of $62.9 million, a decrease in net income (loss) of $178.2 million. The decrease in net income (loss) was primarily due to a $167.1 million goodwill impairment charge, an $80.4 million decrease in revenue, a $1.2 million increase in travel expense, a $1.1 million increase in contractor fees, and a $1.1 million increase in other marketing related costs. These decreases in net income (loss) were partially offset by a $24.0 million decrease in costs to deliver radio frequency propagation modeling projects, a $14.0 million decrease in employee-related expenses associated with a decrease in variable incentive compensation, a $5.8 million decrease in amortization expense, a $4.4 million increase in interest income, a $3.8 million gain on the divestiture of the Test Optimization business, a $3.4 million decrease in advertising expense, a $3.2 million decrease in commissions expense, a $2.9 million decrease in income tax expense, a $1.9 million decrease in legal fees, a $1.8 million decrease in restructuring expense, a $1.7M increase from the change in fair value of an equity investment, a $1.4 million decrease in expenses related to trade shows, user conferences and other events, a $1.2 million decrease in direct material costs, and a $1.1 million decrease from depreciation expense.
At December 31, 2023, we had cash, cash equivalents, marketable securities and investments (current and non-current) of $330.1 million. This represents a decrease of $97.8 million from $427.9 million at March 31, 2023. This decrease was primarily due to $50.0 million used to repurchase shares of our common stock, $34.8 million of net cash used in operations, $19.2 million used for tax withholdings on restricted stock units, and $4.7 million used for capital expenditures, partially offset by $7.8 million in proceeds from the divestiture of the Test Optimization business during the nine months ended December 31, 2023.
Use of Non-GAAP Financial Measures
We supplement the United States generally accepted accounting principles (GAAP) financial measures we report in quarterly and annual earnings announcements, investor presentations and other investor communications by reporting the following non-GAAP measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income, non-GAAP net income per share (diluted) and non-GAAP earnings before interest and other expense, income taxes, depreciation, and amortization (EBITDA) from operations. Non-GAAP gross profit removes expenses related to the amortization of acquired intangible assets, share-based compensation, and acquisition-related depreciation. Non-GAAP income from operations removes the aforementioned adjustments and also removes legal expenses related to civil judgments, goodwill impairment charges, gain on the divestiture of a business, and restructuring charges. Non-GAAP net income removes the foregoing adjustments related to non-GAAP income from operations, and also removes change in the fair value of derivative instrument, net of related income tax effects. Non-GAAP EBITDA from operations removes the aforementioned items related to non-GAAP income from operations and also removes non-acquisition related depreciation expense.
These non-GAAP measures are not in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (revenue, gross profit, operating margin, net income and diluted net income per share), and may have limitations because they do not reflect all our results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be considered superior to, in isolation from, or as a substitute for results prepared in accordance with GAAP.
Management believes these non-GAAP financial measures will enhance the reader's overall understanding of our current financial performance and our prospects for the future by providing a higher degree of transparency for certain financial measures and providing a level of disclosure that helps investors understand how we plan and measure our business. We believe
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that providing these non-GAAP measures affords investors a view of our operating results that may be more easily compared to peer companies and also enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions. Presenting the GAAP measures on their own may not be indicative of our core operating results. Furthermore, management believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures provides useful information to management and investors regarding present and future business trends relating to our financial condition and results of operations.
The following table reconciles gross profit, income (loss) from operations, net income (loss) and net income (loss) per share on a GAAP and non-GAAP basis for the three and nine months ended December 31, 2023 and 2022, respectively (in thousands, except for per share amounts):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue (GAAP and non-GAAP) | $ | 218,072 | $ | 269,544 | $ | 626,012 | $ | 706,437 | |||||||||||||||
| GAAP gross profit | $ | 174,448 | $ | 212,742 | $ | 488,940 | $ | 534,280 | |||||||||||||||
Share-based compensation expense | 2,375 | 2,043 | 7,924 | 6,475 | |||||||||||||||||||
Amortization of acquired intangible assets | 1,636 | 2,315 | 4,912 | 6,955 | |||||||||||||||||||
Acquisition related depreciation expense | 2 | 5 | 11 | 16 | |||||||||||||||||||
| Non-GAAP gross profit | $ | 178,461 | $ | 217,105 | $ | 501,787 | $ | 547,726 | |||||||||||||||
| GAAP income (loss) from operations | $ | (134,447) | $ | 63,750 | $ | (112,850) | $ | 76,026 | |||||||||||||||
Share-based compensation expense | 16,364 | 15,143 | 54,653 | 47,225 | |||||||||||||||||||
Amortization of acquired intangible assets | 14,169 | 16,133 | 42,702 | 48,455 | |||||||||||||||||||
Restructuring charges | — | 89 | — | 1,803 | |||||||||||||||||||
| Goodwill impairment | 167,106 | — | 167,106 | — | |||||||||||||||||||
Acquisition related depreciation expense | 12 | 59 | 108 | 183 | |||||||||||||||||||
| Gain on divestiture of a business | — | — | (3,806) | — | |||||||||||||||||||
Legal expenses related to civil judgments | 45 | 426 | 130 | 426 | |||||||||||||||||||
| Non-GAAP income from operations | $ | 63,249 | $ | 95,600 | $ | 148,043 | $ | 174,118 | |||||||||||||||
| GAAP net income (loss) | $ | (132,577) | $ | 52,618 | $ | (115,315) | $ | 62,869 | |||||||||||||||
Share-based compensation expense | 16,364 | 15,143 | 54,653 | 47,225 | |||||||||||||||||||
Amortization of acquired intangible assets | 14,169 | 16,133 | 42,702 | 48,455 | |||||||||||||||||||
Restructuring charges | — | 89 | — | 1,803 | |||||||||||||||||||
| Goodwill impairment | 167,106 | — | 167,106 | — | |||||||||||||||||||
Acquisition-related depreciation expense | 12 | 59 | 108 | 183 | |||||||||||||||||||
| Gain on divestiture of a business | — | — | (3,806) | — | |||||||||||||||||||
Legal expenses related to civil judgments | 45 | 426 | 130 | 426 | |||||||||||||||||||
Change in fair value of derivative instrument | — | — | (206) | — | |||||||||||||||||||
Income tax adjustments | (13,085) | (11,449) | (26,085) | (28,585) | |||||||||||||||||||
| Non-GAAP net income | $ | 52,034 | $ | 73,019 | $ | 119,287 | $ | 132,376 | |||||||||||||||
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| GAAP diluted net income (loss) per share | $ | (1.87) | $ | 0.72 | $ | (1.61) | $ | 0.86 | |||||||||||||||
| Per share impact of non-GAAP adjustments identified above | 2.60 | 0.28 | 3.26 | 0.95 | |||||||||||||||||||
| Non-GAAP diluted net income per share | $ | 0.73 | $ | 1.00 | $ | 1.65 | $ | 1.81 | |||||||||||||||
| GAAP income (loss) from operations | $ | (134,447) | $ | 63,750 | $ | (112,850) | $ | 76,026 | |||||||||||||||
| Previous adjustments to determine non-GAAP income from operations | 197,696 | 31,850 | 260,893 | 98,092 | |||||||||||||||||||
| Non-GAAP income from operations | 63,249 | 95,600 | 148,043 | 174,118 | |||||||||||||||||||
| Depreciation excluding acquisition-related depreciation expense | 4,337 | 5,263 | 14,118 | 15,664 | |||||||||||||||||||
| Non-GAAP EBITDA from operations | $ | 67,586 | $ | 100,863 | $ | 162,161 | $ | 189,782 | |||||||||||||||
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP consistently applied. The preparation of these consolidated financial statements requires us to make significant estimates and judgments that affect the amounts reported in our consolidated financial statements and the accompanying notes. These items are regularly monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates.
While all of our accounting policies impact the consolidated financial statements, certain policies are viewed to be critical. Critical accounting policies are those that are both most important to the portrayal of our financial condition and results of operations and that require management's most subjective or complex judgments and estimates. We consider the following accounting policies to be critical in fully understanding and evaluating our financial results:
•revenue recognition; and
•valuation of goodwill, intangible assets and other acquisition accounting items.
Please refer to the critical accounting policies set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission (SEC) on May 16, 2023, for a description of all of our critical accounting policies and estimates.
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Three Months Ended December 31, 2023 and 2022
Revenue
Product revenue consists of sales of our hardware products and licensing of our software products. Service revenue consists of customer support agreements, consulting, training and stand-ready software as a service offerings. During the three months ended December 31, 2023, no direct customers or channel partners accounted for more than 10% of our total revenue. During the three months ended December 31, 2022, one direct customer, Verizon, accounted for more than 10% of our total revenue, while no channel partners accounted for more than 10% of our total revenue.
| Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Product | $ | 95,832 | 44 | % | $ | 149,452 | 55 | % | $ | (53,620) | (36) | % | |||||||||||||||||||||||
| Service | 122,240 | 56 | 120,092 | 45 | 2,148 | 2 | % | ||||||||||||||||||||||||||||
| Total revenue | $ | 218,072 | 100 | % | $ | 269,544 | 100 | % | $ | (51,472) | (19) | % | |||||||||||||||||||||||
Product. The 36%, or $53.6 million, decrease in product revenue compared with the same period last year was primarily due to a decrease in revenue from service provider customers from service assurance offerings, including radio frequency propagation modeling projects, as a result of industry-specific capital spending constraints. This decrease in revenue was partially offset by an increase in revenue from cybersecurity offerings from both service provider and enterprise customers.
Service. The 2%, or $2.1 million, increase in service revenue compared with the same period last year was primarily due to an increase in revenue from maintenance contracts as well as professional service contracts.
Total revenue by geography was as follows:
| Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| United States | $ | 123,732 | 57 | % | $ | 181,206 | 67 | % | $ | (57,474) | (32) | % | |||||||||||||||||||||||
| International: | |||||||||||||||||||||||||||||||||||
| Europe | 45,363 | 21 | 35,926 | 13 | 9,437 | 26 | % | ||||||||||||||||||||||||||||
| Asia | 17,257 | 8 | 15,422 | 6 | 1,835 | 12 | % | ||||||||||||||||||||||||||||
| Rest of the world | 31,720 | 14 | 36,990 | 14 | (5,270) | (14) | % | ||||||||||||||||||||||||||||
| Subtotal international | 94,340 | 43 | 88,338 | 33 | 6,002 | 7 | % | ||||||||||||||||||||||||||||
| Total revenue | $ | 218,072 | 100 | % | $ | 269,544 | 100 | % | $ | (51,472) | (19) | % | |||||||||||||||||||||||
United States revenue decreased 32%, or $57.5 million, primarily due to a decrease in revenue from service provider and enterprise customers from service assurance offerings, including radio frequency propagation modeling projects, partially offset by an increase in revenue from service provider and enterprise customers from cybersecurity offerings. The 7%, or $6.0 million, increase in international revenue compared with the same period last year was primarily driven by an increase in revenue from enterprise customers from service assurance offerings, as well as an increase in revenue from service provider and enterprise customers from cybersecurity offerings, partially offset by a decrease in revenue from service provider customers from service assurance offerings.
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Total revenue by product line was as follows:
| Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Service assurance | $ | 148,906 | 68 | % | $ | 211,849 | 79 | % | $ | (62,943) | (30) | % | |||||||||||||||||||||||
| Cybersecurity | 69,166 | 32 | 57,695 | 21 | 11,471 | 20 | % | ||||||||||||||||||||||||||||
| Total revenue | $ | 218,072 | 100 | % | $ | 269,544 | 100 | % | $ | (51,472) | (19) | % | |||||||||||||||||||||||
The 30%, or $62.9 million, decrease in revenue from the service assurance product line was due to a decrease in revenue from both enterprise and service provider customers, including a decrease in radio frequency propagation modeling projects. The 20%, or $11.5 million, increase in revenue from the cybersecurity product line was due to higher revenue from service provider and enterprise customers.
Cost of Revenue and Gross Profit
Cost of product revenue consists primarily of material components, manufacturing personnel expenses, packaging materials, overhead and amortization of capitalized software, acquired developed technology and core technology. Cost of service revenue consists primarily of personnel, material, overhead and support costs.
| Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||
| Product | $ | 15,251 | 7 | % | $ | 25,281 | 9 | % | $ | (10,030) | (40) | % | |||||||||||||||||||||||
| Service | 28,373 | 13 | 31,521 | 12 | (3,148) | (10) | % | ||||||||||||||||||||||||||||
| Total cost of revenue | $ | 43,624 | 20 | % | $ | 56,802 | 21 | % | $ | (13,178) | (23) | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||
| Product $ | $ | 80,581 | 37 | % | $ | 124,171 | 46 | % | $ | (43,590) | (35) | % | |||||||||||||||||||||||
| Product gross profit % | 84 | % | 83 | % | |||||||||||||||||||||||||||||||
| Service $ | $ | 93,867 | 43 | % | $ | 88,571 | 33 | % | $ | 5,296 | 6 | % | |||||||||||||||||||||||
| Service gross profit % | 77 | % | 74 | % | |||||||||||||||||||||||||||||||
| Total gross profit $ | $ | 174,448 | $ | 212,742 | $ | (38,294) | (18) | % | |||||||||||||||||||||||||||
| Total gross profit % | 80 | % | 79 | % | |||||||||||||||||||||||||||||||
Product. The 40%, or $10.0 million, decrease in cost of product revenue for the three months ended December 31, 2023 compared to the same period last year was primarily due to a $4.9 million decrease in costs related to the delivery of radio frequency propagation modeling projects, a $2.5 million decrease in direct material costs, a $0.7 million decrease in the amortization of intangible assets, a $0.6 million decrease in capitalized overhead, and a $0.6 million decrease in employee-related costs associated with a decrease in variable incentive compensation. The product gross profit percentage increased by one percentage point to 84% during the three months ended December 31, 2023 as compared with the three months ended December 31, 2022. The 35%, or $43.6 million, decrease in product gross profit is attributable to the 36%, or $53.6 million, decrease in product revenue, partially offset by the 40%, or $10.0 million, decrease in cost of product revenue.
Service. The 10%, or $3.1 million, decrease in cost of service revenue for the three months ended December 31, 2023 compared to the same period last year was primarily due to a $2.7 million decrease in employee-related costs associated with a decrease in variable incentive compensation, as well as a decrease in headcount. The service gross profit percentage increased by three percentage points to 77% during the three months ended December 31, 2023 as compared with the three months ended December 31, 2022. The 6%, or $5.3 million, increase in service gross profit is attributable to the 2%, or $2.1 increase in service revenue, and the 10%, or $3.1 million, decrease in cost of service revenue.
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Gross profit. Our gross profit decreased 18%, or $38.3 million, during the three months ended December 31, 2023 when compared with the three months ended December 31, 2022. This decrease is attributable to the decrease in revenue of 19%, or $51.5 million, partially offset by the 23%, or $13.2 million, decrease in cost of revenue. As a result, the gross profit percentage increased by one percentage point to 80% for the three months ended December 31, 2023 as compared with the three months ended December 31, 2022.
Operating Expenses
| Three Months Ended | Change | ||||||||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 37,023 | 17 | % | $ | 42,558 | 16 | % | $ | (5,535) | (13) | % | |||||||||||||||||||||||||||||
| Sales and marketing | 69,124 | 32 | 66,994 | 25 | 2,130 | 3 | % | ||||||||||||||||||||||||||||||||||
| General and administrative | 23,109 | 10 | 25,533 | 9 | (2,424) | (9) | % | ||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 12,533 | 6 | 13,818 | 5 | (1,285) | (9) | % | ||||||||||||||||||||||||||||||||||
| Restructuring charges | — | — | 89 | — | (89) | (100) | % | ||||||||||||||||||||||||||||||||||
| Goodwill impairment | 167,106 | 77 | — | — | 167,106 | 100 | % | ||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 308,895 | 142 | % | $ | 148,992 | 55 | % | $ | 159,903 | 107 | % | |||||||||||||||||||||||||||||
Research and development. Research and development expenses consist primarily of personnel expenses, fees for outside consultants, overhead and related expenses associated with the development of new products and the enhancement of existing products.
The 13%, or $5.5 million, decrease in research and development expenses for the three months ended December 31, 2023 compared to the same period last year was primarily due to a $4.6 million decrease in employee-related expenses associated with a decrease in variable incentive compensation.
Sales and marketing. Sales and marketing expenses consist primarily of personnel expenses and commissions, overhead and other expenses associated with selling activities and marketing programs such as trade shows, seminars, advertising and new product launch activities.
The 3%, or $2.1 million, increase in total sales and marketing expenses for the three months ended December 31, 2023 compared to the same period last year was primarily due to a $4.0 million increase in expenses related to trade shows and other events, and a $0.5 million increase in employee-related expenses. These increases were partially offset by a $1.5 million decrease in commissions expense, and a $0.8 million decrease in advertising and other marketing related costs.
General and administrative. General and administrative expenses consist primarily of personnel expenses for executive, financial, legal and human resource employees, overhead and other corporate expenditures.
The 9%, or $2.4 million, decrease in general and administrative expenses for the three months ended December 31, 2023 compared to the same period last year was primarily due to a $1.6 million decrease in employee-related expenses associated with a decrease in variable incentive compensation, and a $1.2 million decrease in legal fees. These decreases were partially offset by a $0.5 million increase in accounting related expenses.
Amortization of acquired intangible assets. Amortization of acquired intangible assets consists primarily of amortization of customer relationships, definite-lived trademarks and trade names, and leasehold interests related to our acquisitions of Danaher Corporation's communications business (Comms Transaction), Network General Corporation, Avvasi Inc. and Efflux Systems, Inc.
The 9%, or $1.3 million, decrease in amortization of acquired intangible assets was largely due to a decrease in the amortization of intangible assets related to the Comms Transaction and Network General Corporation.
Goodwill impairment. As a result of a sustained decline in our stock price and overall market capitalization during the third quarter of fiscal year 2024, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at December 31, 2023. We estimated the implied fair value of our goodwill using a market approach. As a result of the quantitative impairment test, we determined goodwill was impaired and recorded a goodwill impairment charge of $167.1 million during the three months ended December 31, 2023.
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The key assumption in the market approach was the company-specific control premium, which was estimated using expected synergies that would be realized by a hypothetical buyer. We also compared its implied control premium to recent control premiums paid in the industry, as evidenced by guideline public company comparable transactions. This information corroborated that the company-specific control premium was within the range of premiums for other companies operating in the industry. Changes in the estimates or assumptions used in its quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, continued increases in costs, and rising interest rates and other macroeconomic factors. An increase or decrease of 1% in the company-specific control premium used in the determination of the fair value of the reporting unit under the market approach would have resulted in an increase or decrease in the goodwill impairment recorded during the three months ended December 31, 2023 of approximately $15.6 million.
Interest and Other Income (Expense), Net. Interest and other income (expense), net includes interest earned on our cash, cash equivalents and marketable securities, interest expense and other non-operating gains or losses.
| Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Interest and other income (expense), net | $ | 729 | — | % | $ | (3,172) | (1) | % | $ | 3,901 | 123 | % | |||||||||||||||||||||||
The 123%, or $3.9 million, change in interest and other income (expense), net for the three months ended December 31, 2023 compared to the same period last year was primarily due to a $1.5 million increase from the change in fair value of the equity investment in Napatech, a $1.2 million decrease in foreign exchange expense, a $0.7 million increase in interest income, and a $0.7 million decrease in interest expense due to debt repayments on the credit facility in March 2023, partially offset by an increase in the average interest rate on the credit facility.
Income Taxes. The effective tax rates were 0.9% and 13.1% for the three months ended December 31, 2023 and 2022, respectively. The effective tax rate for the three months ended December 31, 2023 differed from the effective tax rate for the three months ended December 31, 2022, primarily due to the discrete income tax benefits related to the finalization of tax returns filings and the goodwill impairment incurred during the three months ended December 31, 2023.
| Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | $ | (1,141) | (1) | % | $ | 7,960 | 3 | % | $ | (9,101) | (114) | % | |||||||||||||||||||||||
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Nine Months Ended December 31, 2023 and 2022
Revenue
During the nine months ended December 31, 2023, no direct customer or channel partner accounted for more than 10% of our total revenue. During the nine months ended December 31, 2022, one direct customer, Verizon, accounted for more than 10% of our total revenue, while no channel partner accounted for more than 10% of our total revenue.
| Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Product | $ | 271,038 | 43 | % | $ | 359,519 | 51 | % | $ | (88,481) | (25) | % | |||||||||||||||||||||||
| Service | 354,974 | 57 | % | 346,918 | 49 | % | 8,056 | 2 | % | ||||||||||||||||||||||||||
| Total revenue | $ | 626,012 | 100 | % | $ | 706,437 | 100 | % | $ | (80,425) | (11) | % | |||||||||||||||||||||||
Product. The 25%, or $88.5 million, decrease in product revenue compared with the same period last year was due to a decrease in revenue from both service provider and enterprise customers from service assurance offerings, including radio frequency propagation modeling projects, as a result of industry-specific capital spending constraints. This decrease in revenue was partially offset by an increase in revenue from cybersecurity offerings from both service provider and enterprise customers.
Service. The 2%, or $8.1 million, increase in service revenue compared with the same period last year was primarily due to an increase in revenue from maintenance contracts as well as professional service contracts.
Total revenue by geography was as follows:
| Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| United States | $ | 367,112 | 59 | % | $ | 461,672 | 65 | % | $ | (94,560) | (20) | % | |||||||||||||||||||||||
| International: | |||||||||||||||||||||||||||||||||||
| Europe | 111,531 | 18 | 105,013 | 15 | 6,518 | 6 | % | ||||||||||||||||||||||||||||
| Asia | 47,982 | 7 | 44,608 | 7 | 3,374 | 8 | % | ||||||||||||||||||||||||||||
| Rest of the world | 99,387 | 16 | 95,144 | 13 | 4,243 | 4 | % | ||||||||||||||||||||||||||||
| Subtotal international | 258,900 | 41 | 244,765 | 35 | 14,135 | 6 | % | ||||||||||||||||||||||||||||
| Total revenue | $ | 626,012 | 100 | % | $ | 706,437 | 100 | % | $ | (80,425) | (11) | % | |||||||||||||||||||||||
United States revenue decreased 20%, or $94.6 million, primarily due to a decrease in revenue from service assurance offerings from both enterprise and service provider customers, including radio frequency propagation modeling projects. The 6%, or $14.1 million, increase in international revenue compared with the same period last year was primarily driven by higher revenue from both enterprise and service provider customers from cybersecurity offerings.
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Total revenue by product line was as follows:
| Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Service assurance | $ | 424,392 | 68 | % | $ | 528,766 | 75 | % | $ | (104,374) | (20) | % | |||||||||||||||||||||||
| Cybersecurity | 201,620 | 32 | 177,671 | 25 | 23,949 | 13 | % | ||||||||||||||||||||||||||||
| Total revenue | $ | 626,012 | 100 | % | $ | 706,437 | 100 | % | $ | (80,425) | (11) | % | |||||||||||||||||||||||
The 20%, or $104.4 million, decrease in revenue from the service assurance product line was due to a decrease in revenue from both enterprise and service provider customers, including radio frequency propagation modeling projects, and the 13%, or $23.9 million, increase in revenue from the cybersecurity product line was due to an increase in revenue from service provider and enterprise customers.
Cost of Revenue and Gross Profit
| Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||
| Product | $ | 48,006 | 8 | % | $ | 77,967 | 11 | % | $ | (29,961) | (38) | % | |||||||||||||||||||||||
| Service | 89,066 | 14 | 94,190 | 13 | (5,124) | (5) | % | ||||||||||||||||||||||||||||
| Total cost of revenue | $ | 137,072 | 22 | % | $ | 172,157 | 24 | % | $ | (35,085) | (20) | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||
| Product $ | $ | 223,032 | 36 | % | $ | 281,552 | 40 | % | $ | (58,520) | (21) | % | |||||||||||||||||||||||
| Product gross profit % | 82 | % | 78 | % | |||||||||||||||||||||||||||||||
| Service $ | $ | 265,908 | 42 | % | $ | 252,728 | 36 | % | $ | 13,180 | 5 | % | |||||||||||||||||||||||
| Service gross profit % | 75 | % | 73 | % | |||||||||||||||||||||||||||||||
| Total gross profit $ | $ | 488,940 | $ | 534,280 | $ | (45,340) | (8) | % | |||||||||||||||||||||||||||
| Total gross profit % | 78 | % | 76 | % | |||||||||||||||||||||||||||||||
Product. The 38%, or $30.0 million, decrease in cost of product revenue for the nine months ended December 31, 2023 compared to the same period last year was primarily due to a $24.0 million decrease in costs related to the delivery of radio frequency propagation modeling projects, a $2.1 million decrease in the amortization of intangible assets, a $1.2 million decrease in direct material costs, a $1.2 million decrease in employee-related costs largely due to a decrease in variable incentive compensation, and a $0.6 million decrease in inventory obsolescence charges. The product gross profit percentage increased by four percentage points to 82% during the nine months ended December 31, 2023 when compared to the nine months ended December 31, 2022. The 21%, or $58.5 million, decrease in product gross profit is attributable to the 25%, or $88.5 million, decrease in product revenue, partially offset by the 38%, or $30.0 million, decrease in cost of product revenue.
Service. The 5%, or $5.1 million, decrease in cost of service revenue for the nine months ended December 31, 2023 compared to the same period last year was primarily due to a $5.0 million decrease in employee-related expenses largely due to a decrease in variable incentive compensation, as well as a decrease in headcount. This decrease was partially offset by a $0.7 million increase in cost of materials used to support customers under service contracts. The service gross profit percentage increased by two percentage points to 75% for the nine months ended December 31, 2023 when compared to the nine months ended December 31, 2022. The 5%, or $13.2 million, increase in service gross profit is attributable to the 2%, or $8.1 million increase in service revenue, and the 5%, or $5.1 million, decrease in cost of service revenue.
Gross profit. Our gross profit for the nine months ended December 31, 2023 decreased 8%, or $45.3 million, compared to the same period last year. This decrease is primarily attributable to the decrease in revenue of 11%, or $80.4 million, partially
36
offset by the 20%, or $35.1 million, decrease in cost of revenue. The gross profit percentage increased by two percentage points to 78% for the nine months ended December 31, 2023 when compared to the nine months ended December 31, 2022.
Operating Expenses
| Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Research and development | $ | 117,655 | 19 | % | $ | 129,932 | 18 | % | $ | (12,277) | (9) | % | |||||||||||||||||||||||
| Sales and marketing | 209,070 | 33 | 209,435 | 30 | (365) | — | % | ||||||||||||||||||||||||||||
| General and administrative | 73,975 | 12 | 75,584 | 11 | (1,609) | (2) | % | ||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 37,790 | 6 | 41,500 | 6 | (3,710) | (9) | % | ||||||||||||||||||||||||||||
| Restructuring charges | — | — | 1,803 | — | (1,803) | (100) | % | ||||||||||||||||||||||||||||
| Goodwill impairment | 167,106 | 27 | — | — | 167,106 | 100 | % | ||||||||||||||||||||||||||||
| Gain on divestiture of a business | (3,806) | (1) | — | — | (3,806) | (100) | % | ||||||||||||||||||||||||||||
| Total operating expenses | $ | 601,790 | 96 | % | $ | 458,254 | 65 | % | $ | 143,536 | 31 | % | |||||||||||||||||||||||
Research and development. The 9%, or $12.3 million, decrease in research and development expenses for the nine months ended December 31, 2023 compared to the same period last year was primarily due to a $9.9 million decrease in employee-related expenses largely due to a decrease in variable incentive compensation, a $1.3 million decrease in contractor fees, and a $0.8 million decrease from depreciation expense.
General and administrative. The 2%, or $1.6 million, decrease in general and administrative expenses for the nine months ended December 31, 2023 compared to the same period last year was primarily due to a $1.9 million decrease in legal fees, a $1.8 million decrease in employee-related expenses largely due to a decrease in variable incentive compensation, and a $0.5 million decrease in the provision for allowance for credit losses. These decreases were partially offset by a $1.9 million increase in contractor fees, a $0.8 million increase in accounting related expenses, and a $0.6 million increase in business taxes.
Amortization of acquired intangible assets. Amortization of acquired intangible assets consists primarily of amortization of customer relationships, definite-lived trademark and tradenames, and leasehold interest related to the Comms Transaction and the acquisitions of Simena LLC, Network General Corporation, Avvasi, Inc. and Efflux Systems, Inc.
The 9%, or $3.7 million, decrease in amortization of acquired intangible assets for the nine months ended December 31, 2023 compared to the same period last year was largely due to a decrease in the amortization of intangible assets related to the Comms Transaction and Network General Corporation.
Restructuring charges. During the nine months ended December 31, 2022, we restructured certain departments to better align functions. As a result of the restructuring program, we recorded $1.9 million of restructuring charges related to one-time employee-related termination benefits for the employees that were notified of their termination during the period. The one-time termination benefits were paid in full during the fiscal year ended March 31, 2023.
Goodwill impairment. As a result of a sustained decline in our stock price and overall market capitalization during the third quarter of fiscal year 2024, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at December 31, 2023. We estimated the implied fair value of our goodwill using a market approach. As a result of the quantitative impairment test, we determined goodwill was impaired and recorded a goodwill impairment charge of $167.1 million during the nine months ended December 31, 2023.
The key assumption in the market approach was the company-specific control premium, which was estimated using expected synergies that would be realized by a hypothetical buyer. We also compared its implied control premium to recent control premiums paid in the industry, as evidenced by guideline public company comparable transactions. This information corroborated that the company-specific control premium was within the range of premiums for other companies operating in the industry. Changes in the estimates or assumptions used in its quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, continued increases in costs, and rising interest rates and other macroeconomic factors. An increase or decrease of 1% in the company-specific control premium used in
37
the determination of the fair value of the reporting unit under the market approach would have resulted in an increase or decrease in the goodwill impairment recorded during the nine months ended December 31, 2023 of approximately $15.6 million.
Gain on Divestiture of Business. During the nine months ended December 31, 2023, we recorded a $3.8 million gain on the divestiture of the Test Optimization business.
Interest and Other Income (Expense), Net
| Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Interest and other income (expense), net | $ | 1,272 | — | % | $ | (6,554) | (1) | % | $ | 7,826 | 119 | % | |||||||||||||||||||||||
The 119%, or $7.8 million, change in interest and other income (expense), net was primarily due to a $4.4 million increase in interest income, a $1.6 million increase from the change in fair value of the equity investment in Napatech, a $0.8 million decrease in foreign exchange expense, and a $0.5 million decrease in interest expense due to debt repayments on the credit facility in March 2023, partially offset by an increase in the average interest rate on the credit facility during the nine months ended December 31, 2023, when compared to the nine months ended December 31, 2022.
Income Taxes. Our effective tax rates were 3.3% and 9.5% for the nine months ended December 31, 2023 and 2022, respectively. The effective tax rate for the nine months ended December 31, 2023 differed from the effective rate for the nine months ended December 31, 2022, primarily due to the discrete income tax benefits related to the finalization of tax returns and the goodwill impairment incurred during the nine months ended December 31, 2023.
| Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| % of Revenue | % of Revenue | $ | % | ||||||||||||||||||||||||||||||||
| Income tax expense | $ | 3,737 | 1 | % | $ | 6,603 | 1 | % | $ | (2,866) | (43) | % | |||||||||||||||||||||||
Backlog
We produce our products on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers. We configure our products to customer specifications and generally deliver products shortly after receipt of the purchase order. Service engagements are also included in certain orders. Customers generally may reschedule or cancel unfulfilled orders with little or no penalty. Our total backlog at any particular time is not necessarily indicative of future sales levels. Within total backlog, fulfillable backlog includes what we consider to represent orders that are generally available to be delivered to customers as of the end of the reporting period. Delivery of our fulfillable backlog typically occurs early in the subsequent quarter. However, delivery may be delayed or accelerated due to various other reasons, including but not limited to, changes in timing of customer projects and product delivery schedules, which may not be within our control. Our total combined product backlog at December 31, 2023 was $4.9 million compared to $44.4 million at March 31, 2023. Combined product backlog included fulfillable backlog of $4.5 million and $41.1 million at December 31, 2023 and March 31, 2023, respectively. Total backlog includes orders that were received late in the quarter and radio frequency propagation modeling projects. In some cases, we have begun these projects but have not yet hit billable milestones. At December 31, 2023 and March 31, 2023, deferred revenue and accounts receivable each contained a gross balance of $2.9 million and $8.3 million, respectively, related to these radio frequency propagation modeling project orders.
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Liquidity and Capital Resources
Cash, cash equivalents, marketable securities and investments consisted of the following (in thousands):
| December 31, 2023 | March 31, 2023 | ||||||||||
| Cash and cash equivalents | $ | 297,655 | $ | 386,794 | |||||||
| Short-term marketable securities and investments | 31,457 | 32,204 | |||||||||
| Long-term marketable securities | 1,010 | 8,940 | |||||||||
| Cash, cash equivalents, marketable securities and investments | $ | 330,122 | $ | 427,938 | |||||||
Cash, cash equivalents, marketable securities and investments
At December 31, 2023, cash, cash equivalents, marketable securities and investments (current and non-current) totaled $330.1 million, a $97.8 million decrease from $427.9 million at March 31, 2023. This decrease was primarily due to $50.0 million used to repurchase shares of our common stock, $34.8 million of net cash used in operations, $19.2 million used for tax withholdings on restricted stock units, and $4.7 million used for capital expenditures, partially offset by $7.8 million in proceeds from the divestiture of the Test Optimization business during the nine months ended December 31, 2023. Cash held outside the United States was approximately $159.3 million.
Cash and cash equivalents were impacted by the following:
| Nine Months Ended | |||||||||||
| December 31, | |||||||||||
| (in thousands) | |||||||||||
| 2023 | 2022 | ||||||||||
| Net cash (used in) provided by operating activities | $ | (34,767) | $ | 43,923 | |||||||
| Net cash provided by (used in) investing activities | $ | 13,429 | $ | (5,647) | |||||||
| Net cash used in financing activities | $ | (69,148) | $ | (319,224) | |||||||
Net cash from operating activities
Cash used in operating activities was $34.8 million during the nine months ended December 31, 2023, compared with $43.9 million of cash provided by operating activities during the nine months ended December 31, 2022. The $78.7 million change was due in part to a $178.2 million decrease from the change in net income (loss), a $38.4 million decrease from accrued compensation and other expenses, a $10.9 million decrease from prepaid expenses and other assets, a $10.7 million decrease from accounts receivable, a $9.0 million decrease from inventories, a $7.4 million decrease from depreciation and amortization expense, a $3.8 million decrease from the gain on the divestiture of the Test Optimization business, a $2.3 million decrease from deferred revenue, and a $1.8 million decrease from the fair value of an equity investment. These decreases were partially offset by a $167.1 million goodwill impairment charge, a $7.4 million increase from share-based compensation, a $6.1 million increase from accounts payable, and a $2.9 million increase from deferred income taxes during the nine months ended December 31, 2023 as compared with the nine months ended December 31, 2022.
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Net cash from investing activities
| Nine Months Ended | |||||||||||
| December 31, | |||||||||||
| (in thousands) | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash provided by (used in) investing activities included the following: | |||||||||||
| Purchase of marketable securities and investments | $ | (43,159) | $ | (100,265) | |||||||
| Proceeds from sales and maturity of marketable securities | 53,569 | 103,152 | |||||||||
| Purchase of fixed assets | (4,740) | (8,381) | |||||||||
| Purchase of intangible assets | — | (161) | |||||||||
| Proceeds from divestiture of a business | 7,766 | — | |||||||||
| (Increase) decrease in deposits | (7) | 8 | |||||||||
| $ | 13,429 | $ | (5,647) | ||||||||
Cash provided by investing activities was $13.4 million during the nine months ended December 31, 2023, compared with $5.6 million of cash used in investing activities during the nine months ended December 31, 2022. The $19.1 million change was due in part to a $7.5 million increase in cash inflow from marketable securities related to a $57.1 million decrease related to the purchase of marketable securities and investments, partially offset by a decrease of $49.6 million in proceeds from the sales and maturity of marketable securities during the nine months ended December 31, 2023 when compared with the nine months ended December 31, 2022. In addition, there was a $7.8 million increase in proceeds from the divestiture of the Test Optimization business during the nine months ended December 31, 2023.
Our investments in property and equipment consist primarily of computer equipment, demonstration units, office equipment and facility improvements. We plan to continue to invest in capital expenditures to support our infrastructure through the remainder of fiscal year 2024.
Net cash from financing activities
| Nine Months Ended | |||||||||||
| December 31, | |||||||||||
| (in thousands) | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash used in financing activities included the following: | |||||||||||
| Issuance of common stock under stock plans | $ | 3 | $ | 2 | |||||||
| Treasury stock repurchases, including accelerated share repurchases | (50,000) | (150,039) | |||||||||
| Tax withholding on restricted stock units | (19,151) | (19,187) | |||||||||
| Repayment of long-term debt | — | (150,000) | |||||||||
| $ | (69,148) | $ | (319,224) | ||||||||
Cash used in financing activities changed by $250.1 million to $69.1 million during the nine months ended December 31, 2023, compared with $319.2 million of cash used in financing activities during the nine months ended December 31, 2022.
During the nine months ended December 31, 2023, we repurchased a total of 1,209,153 shares for $33.6 million in the open market under the 2017 Share Repurchase Program, and 614,516 shares for $16.4 million in the open market under the 2022 Share Repurchase Program. During the nine months ended December 31, 2022, we repurchased 4,549,329 shares of our common stock under an accelerated share repurchase program for $150.0 million.
In connection with the delivery of our common stock upon vesting of restricted stock units, we withheld 644,125 and 555,651 shares at a cost of $19.2 million and $19.2 million related to minimum statutory tax withholding requirements on these restricted stock units during the nine months ended December 31, 2023 and 2022, respectively. These withholding transactions do not fall under the repurchase program described above, and therefore do not reduce the number of shares that are available for repurchase under that program.
During the nine months ended December 31, 2022, we repaid $150.0 million of borrowings under the Second Amended and Restated Credit Agreement.
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Sources of Cash and Cash Requirements
Credit Facility
On July 27, 2021, we amended and extended our existing credit facility (as amended, the Second Amended and Restated Credit Agreement) with a syndicate of lenders by and among: the Company; JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent and collateral agent; JPMorgan, Wells Fargo Securities, LLC, BofA Securities Inc., RBC Capital Markets, PNC Capital Markets LLC and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners; Santander Bank, N.A., U.S. Bank National Association, Fifth Third Bank National Association, Silicon Valley Bank and TD Bank, N.A., as co-documentation agents; and the lenders party thereto.
The Second Amended and Restated Credit Agreement provides for a five-year, $800.0 million senior secured revolving credit facility, including a letter of credit sub-facility of up to $75.0 million. We may elect to use the credit facility for general corporate purposes (including to finance the repurchase of shares of our common stock). The commitments under the Second Amended and Restated Credit Agreement will expire on July 27, 2026, and any outstanding loans will be due on that date. At December 31, 2023, $100 million was outstanding under the Second Amended and Restated Credit Agreement.
On February 22, 2023, we entered into a First Amendment Agreement (First Amendment) of our Second Amended and Restated Credit Agreement with a syndicate of lenders. We entered into the First Amendment in order to remove and replace the LIBOR-based interest rate benchmark provisions for U.S. dollar-denominated loans with interest rate benchmark provisions for U.S. dollar-denominated loans based on a term secured overnight financing rate (SOFR).
The First Amendment provides that U.S. dollar-denominated advances under the Second Amended and Restated Credit Agreement will bear interest at a term SOFR rate plus a credit spread adjustment of 0.10% or an Alternate Base Rate (defined in a customary manner), at the option of NetScout, plus a margin that ranges from 1.00% per annum for Alternate Base Rate loans and 2.00% per annum for term SOFR loans if our consolidated gross leverage ratio is greater than 3.50 to 1.00, down to 0% per annum for Alternate Base Rate loans and 1.00% per annum for term SOFR loans if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00. For the period from the delivery of our financial statements for the quarter ended September 30, 2023, until we have delivered financial statements for the quarter ended December 31, 2023, the applicable margin will be 1.00% per annum for Term Benchmark Revolving loans and 0% per annum for Alternate Base Rate loans, and thereafter the applicable margin will vary depending on our consolidated gross leverage ratio, ranging from 1.00% per annum for Alternate Base Rate loans and 2.00% per annum for Term Benchmark Revolving loans if our consolidated gross leverage ratio is greater than 3.50 to 1.00, down to 0% per annum for Alternate Base Rate loans and 1.00% per annum for Term Benchmark Revolving loans if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.
Our consolidated gross leverage ratio is the ratio of our consolidated total debt compared to our consolidated EBITDA as defined in the Second Amended and Restated Credit Agreement (adjusted consolidated EBITDA). Adjusted consolidated 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 Second Amended and Restated Credit Agreement.
Commitment fees will accrue on the daily unused amount of the credit facility. For the period from the delivery of our financial statements for the quarter ended September 30, 2023, until we have delivered financial statements for the quarter ended December 31, 2023, the commitment fee will be 0.15% per annum, and thereafter the commitment fee will vary depending on our consolidated gross leverage ratio, ranging from 0.30% per annum if our consolidated gross leverage ratio is greater than 2.75 to 1.00, down to 0.15% per annum if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.
Letter of credit participation fees are payable to each lender providing the letter of credit sub-facility on the amount of such lender's letter of credit exposure, during the period from the closing date of the Second Amended and Restated 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 term SOFR loans assuming such loans were outstanding during the period. Additionally, we will pay a fronting fee to each issuing bank in amounts to be agreed to between us and the applicable issuing bank.
Interest on Alternate Base Rate loans is payable at the end of each calendar quarter. Interest on term SOFR 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. We may also prepay loans under the Second Amended and Restated Credit Agreement at any time, without penalty, subject to certain notice requirements.
The loans and other obligations under the credit facility are (a) guaranteed by each of our wholly-owned material domestic restricted subsidiaries, subject to certain exceptions, and (b) are secured by substantially all of the assets of us and the subsidiary guarantors, including a pledge of all the capital stock of material subsidiaries held directly by us and the subsidiary guarantors (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain
41
customary exceptions and limitations. The Second Amended and Restated Credit Agreement generally prohibits any other liens on the assets of NetScout and our restricted subsidiaries, subject to certain exceptions as described in the Second Amended and Restated Credit Agreement.
The Second Amended and Restated Credit Agreement contains certain covenants applicable to us and our 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. The Second Amended and Restated Credit Agreement requires us to maintain a certain consolidated net leverage ratio and removes the previous requirement under our previous amended credit agreement that we maintain a minimum consolidated interest coverage ratio. Our consolidated net leverage ratio is the ratio of our Consolidated Total Debt minus the lesser of unrestricted cash and 125% of adjusted consolidated EBITDA compared to our adjusted consolidated EBITDA. Our maximum consolidated net leverage ratio is 4.00 to 1.00. These covenants and limitations are more fully described in the Second Amended and Restated Credit Agreement. At December 31, 2023, we were in compliance with all covenants, including the specified total consolidated net leverage ratio range of 4.00 to 1.00.
The Second Amended and Restated 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 Second Amended and Restated Credit Agreement and related documents including a failure to meet the maximum total consolidated net leverage ratio covenant, 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 Second Amended and Restated Credit Agreement and the other loan documents.
We had unamortized capitalized debt issuance costs, net of $2.9 million at December 31, 2023, which are being amortized over the life of the revolving credit facility. The unamortized capitalized debt issuance costs balance of $1.1 million was included as prepaid expenses and other current assets and a balance of $1.8 million was included as other assets in our consolidated balance sheet at December 31, 2023.
Cash Requirements
We are actively managing the business to generate cash flow and believe that we currently have adequate liquidity. We believe that these factors will allow us to meet our anticipated funding requirements for at least the next twelve months.
We have contractual obligations for long-term debt, operating leases, unconditional purchase obligations, pension benefits plans and certain other long-term liabilities. Our obligations related to these items are described further within Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report filed on form 10-K. We expect net cash provided by operating activities combined with cash, cash equivalents, marketable securities and investments and borrowing availability under our revolving credit facility will provide sufficient liquidity to fund current obligations, capital spending, debt service requirements and working capital requirement over at least the next twelve months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and our revolving credit facility. However, macroeconomic conditions, including high inflation and interest rates, and a potential recession, could increase our anticipated funding requirements or make it more difficult for us to access capital.
A portion of our cash may be used to acquire or invest in complementary businesses or products, to obtain the right to use complementary technologies, to repay borrowings under our Second Amended and Restated Credit Agreement, or to repurchase shares of our common stock through our stock repurchase programs. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies. If our existing sources of liquidity are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities. Macroeconomic conditions, including rising interest rates and volatility in the capital markets, may make it difficult for us to secure additional financing on favorable terms or at all. Any sale of additional equity or debt securities could result in additional dilution to our stockholders.
Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements on our consolidated financial statements, see Note 1 contained in the "Notes to Consolidated Financial Statements" included in Part I of this Quarterly Report on Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. We hold our cash, cash equivalents and investments for working capital purposes. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk, we maintain our portfolio of cash, cash equivalents and investments in a variety of securities, including money market funds and government debt securities. The risk associated with fluctuating interest rates is limited to our investment portfolio. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future interest income. The effect of a hypothetical 10% increase or decrease in overall interest rates would not have had a material impact on our operating results or the total fair value of the portfolio.
We are exposed to market risks related to fluctuations in interest rates related to our credit facility. At December 31, 2023, we owed $100 million on this loan with an interest rate of 6.46%. A sensitivity analysis was performed on the outstanding portion of our debt obligation as of December 31, 2023. Should the current weighted-average interest rate increase or decrease by 10%, the resulting annual increase or decrease to interest expense would be approximately $646 thousand as of December 31, 2023.
Foreign Currency Exchange Risk. As a result of our foreign operations, we face exposure to movements in foreign currency exchange rates, primarily the Euro, British Pound, Canadian Dollar and Indian Rupee. The current exposures arise primarily from expenses denominated in foreign currencies. We currently engage in foreign currency hedging activities in order to limit these exposures. Periodically, we also enter into forward contracts to manage exchange risk associated with third-party transactions and for which we do not elect hedge accounting treatment. We do not use derivative financial instruments for speculative trading purposes.
At December 31, 2023, we had foreign currency forward contracts designated as hedging instruments with notional amounts totaling $10.4 million and foreign currency forward contracts not designated as hedging instruments with a notional amount of $5.1 million. The valuation of outstanding foreign currency forward contracts (both designated and not designated as hedging instruments) at December 31, 2023 resulted in a liability balance of $12 thousand, reflecting unfavorable contract rates in comparison to current market rates at this date and an asset balance of $67 thousand, reflecting favorable rates in comparison to current market rates at this date. At March 31, 2023, we had foreign currency forward contracts designated as hedging instruments with notional amounts totaling $10.3 million and foreign currency forward contracts not designated as hedging instruments with a notional amount of $6.0 million. The valuation of outstanding foreign currency forward contracts (both designated and not designated as hedging instruments) at March 31, 2023 resulted in a liability balance of $49 thousand, reflecting unfavorable contract rates in comparison to current market rates and an asset balance of $59 thousand, reflecting favorable rates in comparison to current market rates at this date. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.
Item 4. Controls and Procedures
At December 31, 2023, NetScout, under the supervision and with the participation of our management, including the Company's principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, at December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level in ensuring that material information relating to NetScout, including its consolidated subsidiaries, required to be disclosed by NetScout in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II: OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be 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. For additional information regarding our legal proceedings, if any, see Note 14 contained in the "Notes to Consolidated Financial Statements" included in Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended March 31, 2023. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition and future results. There have been no material changes to those risk factors since we filed our Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer
The following table provides information about purchases we made during the quarter ended December 31, 2023 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet be Purchased Under the Program | |||||||||||||||||||
| 10/1/2023-10/31/2023 | 723,220 | $ | 26.56 | 705,892 | 24,385,484 | ||||||||||||||||||
| 11/1/2023-11/30/2023 | 1,584 | 21.51 | — | 24,385,484 | |||||||||||||||||||
| 12/1/2023-12/31/2023 | 272 | 21.95 | — | 24,385,484 | |||||||||||||||||||
| Total | 725,076 | $ | 26.55 | 705,892 | 24,385,484 | ||||||||||||||||||
(1)We purchased an aggregate of 19,184 shares during the three months ended December 31, 2023 transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period. Such purchases reflected in the table do not reduce the maximum number of shares that may be purchased under our 25 million share repurchase program authorized on May 3, 2022 (2022 Share Repurchase Program).
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements:
During the fiscal quarter ended December 31, 2023, none of our directors or officers adopted or terminated
| Name & Title | Date Adopted | Character of Trading Arrangement(1) | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Duration(2) | Other Material Terms | Date Terminated | ||||||||||||||
| Rule 10b5-1 Trading Arrangement | Up to | December 31, 2024 | N/A | N/A | ||||||||||||||||
(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. Except as indicated by footnote, each arrangement also provided or provides for automatic expiration in the event of death, receipt of written notice of the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the common stock of the Company into shares of another company, or the conversion of the common stock of the Company into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part).
45
Item 6. Exhibits
(a)Exhibits
| Composite conformed copy of Third Amended and Restated Certificate of Incorporation of NetScout (as amended) (filed as Exhibit 3.2 to NetScout's current report on Form 8-K, SEC File No. 000-26251, filed on September 21, 2016, and incorporated herein by reference). | |||||||||||
| Amended and Restated By-laws of NetScout (filed as Exhibit 3.1 to NetScout's current report on Form 8-K, SEC File No. 000-26251, filed on May 11, 2020 and incorporated herein by reference). | |||||||||||
| + | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| + | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| ++ | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| ++ | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| 101.INS | + | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||
| 101.SCH | + | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
| 101.CAL | + | Inline XBRL Taxonomy Extension Calculation Linkbase document. | |||||||||
| 101.DEF | + | Inline XBRL Taxonomy Extension Definition Linkbase document. | |||||||||
| 101.LAB | + | Inline XBRL Taxonomy Extension Label Linkbase document. | |||||||||
| 101.PRE | + | Inline XBRL Taxonomy Extension Presentation Linkbase document. | |||||||||
| 104 | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 formatted in Inline XBRL | ||||||||||
| + | Filed herewith. | ||||
| ++ | Exhibit has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing. | ||||
46
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NETSCOUT SYSTEMS, INC. | ||||||||
Date: February 8, 2024 | /s/ Anil K. Singhal | |||||||
| Anil K. Singhal | ||||||||
| President, Chief Executive Officer and Chairman | ||||||||
| (Principal Executive Officer) | ||||||||
Date: February 8, 2024 | /s/ Jean Bua | |||||||
| Jean Bua | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
(Principal Financial Officer) | ||||||||
(Principal Accounting Officer) | ||||||||
47
Exhibit 31.1
CERTIFICATIONS
I, Anil K. Singhal, certify that:
1.I have reviewed this quarterly report on Form 10-Q of NetScout Systems, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 8, 2024
| /s/ Anil K. Singhal | |||||
| Anil K. Singhal | |||||
| President, Chief Executive Officer and Chairman | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATIONS
I, Jean Bua, certify that:
1.I have reviewed this quarterly report on Form 10-Q of NetScout Systems, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 8, 2024
| /s/ Jean Bua | |||||
| Jean Bua | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| (Principal Accounting Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NetScout Systems, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anil K. Singhal, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Anil K. Singhal | |||||
| Anil K. Singhal | |||||
| President, Chief Executive Officer and Chairman | |||||
| (Principal Executive Officer) | |||||
February 8, 2024
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NetScout Systems, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NetScout Systems, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jean Bua, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Jean Bua | |||||
| Jean Bua | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| (Principal Accounting Officer) | |||||
February 8, 2024
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NetScout Systems, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.