G u a r d i a n s o f t h e
C o n n e c t e d W o r l d
001CSN55B5
2023
A n n u a l R e p o r t
S e c u r i n g, As s u r i n g a n d T r a n s -
f o r m i n g t h e C o n n e c t e d W o r l d
NetScout Systems, Inc. assures digital business services against disruptions in availability, performance,
and security. Our market and technology leadership stems from our Deep Packet Inspection at scale expertise
combined with our patented smart data technology with smart analytics that delivers “Visibility Without Borders.”
We provide real-time, pervasive visibility, and insights customers need to accelerate and secure their digital transformation.
Our approach transforms the way organizations plan, deliver, integrate, test, and deploy services and applications.
As “Guardians of the Connected World,” our mission is to protect the global leaders of industry from
the risks of disruption, allowing them to solve their most challenging network performance and security
problems, ensuring the connected world runs safely and smoothly.
N E T S C O U T a t a G l a n c e
Purpose Driven
• Guardians of the Connected World
•
•
•
Visibility Without Borders
Lean But Not Mean culture
ESG is part of our culture and DNA
Industry Leader
•
Service Assurance
• DDoS Security
•
Award winning business and solutions
Aligned with Key Technology Trends
•
5G technology and network evolution
• Digital transformation/cloud migration
•
• Business intelligence and analytics
Expanding cybersecurity threat landscape
~50% of revenue from support/maintenance contracts
Recurring Revenue
•
• High customer retention rates
•
Significant repeat customer business
Proven and Patented Technology
•
•
•
Software centric
Scalable Deep Packet Inspection (DPI) based technology
Smart Data powered by Adaptive Service Intelligence (ASI)
Strong Financial Profile
• More than $425M of cash at FY’23 year-end
• More than $145M of free cash flow generated in FY’23
•
Robust balance sheet
Trusted Brand
• Mission critical offerings
•
•
• Nearly four decades in business
Fortune 500 customer base, sector diversified
Experienced and long-standing leadership team
Disciplined Financial Management and
Capital Allocation Approach
•
•
•
EPS growth focused
Clear capital allocation priorities
~$1.3B returned to shareholders through
share repurchases over the past 8 years
A trusted partner with a real-time network visibility and cybersecurity platform
powered by patented DPI technology that delivers actionable intelligence
to address performance, availability, and security at any scale.
F i n a n c i a l P e r f o r m a n c e
Revenue
($ in millions)
Income From
Operations
(Non-GAAP, $ in millions)
Net Income (non-GAAP)
to Free Cash Flow1
($ in millions)
Diluted Net Income
Per Share
(Non-GAAP)
$200
$100
$855.6
$914.5
$180.0
$206.8
$0
25%
20%
15%
10%
5%
0%
$138.4
NI
$285.6
FCF
$159.6
NI
$146.0
FCF
$1.84
$2.18
FY’22
FY’23
FY’22
FY’23
FY’22
FY’23
FY’22
FY’23
Op. Income
Op. Margin
1 Free cash flow is defined as cash flow provided by operating activities less purchases of fixed and intangible assets.
$ in millions except % and EPS
FY’22
FY’23
GAAP
NON-GAAP
GAAP
NON-GAAP
Revenue
Income from Operations
Income from Operations %
Net Income
Diluted Net Income per Share
Free Cash Flow
$ 855.6
$ 48.6
5.7%
$ 35.9
$ 0.48
$ 285.6
$ 855.6
$ 180.0
21.0%
$ 138.4
$ 1.84
–
$ 914.5
$ 77.7
8.5%
$ 59.6
$ 0.82
$ 146.0
$ 914.5
$ 206.8
22.6%
$ 159.6
$ 2.18
–
A reconciliation of each non-GAAP metric with the applicable GAAP metric is available on page R-1.
C o n n e c t e d f o r G o o d
The connected world is only as strong as the people who protect it.
We have a long tradition of supporting our communities through various charitable activities
and contributions. Our employee Guardians, through their passion and desire to help those
in need, are at the center of this effort through their participation in our “Heart of Giving”
program. We allocate a significant portion of our philanthropy resources to this program
in support of their kind efforts.
To learn more about our philanthropic activities, please visit www.netscout.com
and go to the Corporate Responsibility page under the Company section of the site.
0 1
To M y F e llow Share holde r s:
Fiscal year 2023 was a strong year for NETSCOUT. We met our top-line and exceeded our bottom-
line financial objectives. Additionally, we continued to advance our strategy to deliver high-value
solutions that enable our customers to succeed in today’s increasingly dynamic and complex
digital world. As a result, we entered fiscal year 2024 with strong momentum as a market leader
in several attractive and growing end markets.
De li ve ring on O ur Fis c al Year 2 02 3 Financial O bje c ti ve s
In fiscal year 2023, we grew revenue by nearly 7% year-over-year to approximately $915 million as we benefitted from
growth in both our service assurance and cybersecurity product lines. We also demonstrated strong operating leverage as
we expanded our non-GAAP operating margin by 1.6 percentage points. Consequently, fiscal year 2023 non-GAAP EPS grew
18% to $2.18, more than double our revenue growth rate. As a result of this performance, we generated free cash flow of
more than $145 million in fiscal year 2023.
From a capital allocation perspective, we returned approximately $150 million to our shareholders in fiscal year 2023 through
an accelerated share repurchase program. Additionally, we fortified our strong financial position by repaying approximately
$250 million of our outstanding revolving credit facility balance. As a result, we brought our outstanding debt balance down
to $100 million by the fiscal year end. We continue to have adequate access to liquidity with our cash and cash equivalents
and $700 million remaining undrawn on our revolving credit facility.
A d vancing our Strate gic Prioritie s
From a strategic perspective, we advanced several technology initiatives that we expect will serve as critical long-term
building blocks for driving revenue growth and expanding profitability as we deliver on our mission as “Guardians of the
Connected World.”
One of these advances is the development of our next generation Omnis Cybersecurity solution with enhanced features
such as advanced network detection and response that leverages machine learning to reduce false positives. By building on
learnings from our initial launch last fiscal year, our cybersecurity solutions possess a differentiated approach with a faster
mean time to resolution compared with competing products. We expect the Omnis solution to be a high-value product for
existing customers, who will be able to enhance their return on investment and build upon their already installed service
assurance infrastructure to address cybersecurity challenges.
We also have developed and launched two new DDoS solutions. Our Dynamic DDoS adapts to the evolving threat landscape
and automates the countermeasures used to address cyberattacks, including the latest multi-vector direct path attacks.
Our Mobile DDoS Security extends our powerful Arbor DDoS capabilities, which Internet Service Providers currently use in
their wireline networks, to help protect carriers’ mobile networks, neutralizing attacks over that distributed threat surface.
Continue d Progre s s w ith our E S G Ef for t s
We continue to advance our Environmental, Social, and Governance programs that we believe contribute to long term value
creation for our stakeholders and align with our strategy and mission. This integrated program includes product sustainability
and sustainable operations, responsible management of our supply chain, human capital excellence, ethical business practices,
and data privacy and security. In the area of governance, we appointed two new directors to our Board, Shannon Nash and
Marlene Pelage. Both are deemed qualified financial experts, further expanding the perspectives and expertise of our Board of Directors.
0 2
To M y F e llow Share holde r s:
As we mature our ESG program, we are voluntarily disclosing information that maps to two well-known frameworks, the
Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD). I
encourage readers to visit our website at www.netscout.com to review our latest report and gain more information on
NETSCOUT’s ESG progress.
Look ing A head to Fis c al Year 2 02 4 and B eyon d
For fiscal year 2024, we remain committed to operating our business with a balanced approach to revenue growth and
profitability as we manage the dynamic macro-economic environment. We entered the fiscal year expecting to continue to
grow revenue, gain operating leverage, improve our margins and diluted EPS performance, and generate solid free cash flow.
Longer term, we remain focused on driving toward our business objectives and advancing our strategy to ensure the
performance, availability, and security of mission-critical infrastructure for organizations around the globe, anytime, anywhere,
as “Guardians of the Connected World.” We remain uniquely positioned to help our diverse customer base capitalize on major
technology trends — including protection against expanding cybersecurity threats, digital transformation, and 5G network
evolution — to succeed in today’s increasingly distributed, rapidly evolving, and complex digital world.
In closing, I would like to thank my fellow NETSCOUT Guardians around the world for their contributions and dedication and
our customers, partners, and other stakeholders for their continued support. With nearly four decades of experience here
at NETSCOUT, I continue to be inspired by the work we are doing, and my pride and enthusiasm for the Company and our
future remains as strong as ever. We look forward to sharing our progress and achievements with you over the course of
fiscal year 2024 and beyond.
Sincerely,
A n i l S i n g h a l
Co-Founder, President, Chief Executive Officer, and Chairman of the Board
As ”Guardians of
the Connected
World, “ NETSCOUT
is addressing
today’s key
technology trends
and challenges to
help our customers
succeed in the
digital world.
5G Technology and Network Evolution
For both Service Providers and Enterprises
Digital Transformation Through Cloud Migration
Hybrid Cloud Environment visibility
Expanding Cybersecurity Threat Landscape
Convergence of security and visibility
Business Intelligence and Analytics
Leveraging smart data for more use cases
0 3
V i s i b i l i t y W i t h o u t B o r d e r s P l a t f o r m
The real-time network visibility platform
for performance, security,and availability, at any scale.
E n t e r p r i s e
E n t e r p r i s e
P e r f o r m a n c e
P e r f o r m a n c e
M a n a g e m e n t
M a n a g e m e n t
C a r r i e r
S e r v i c e
A s s u r a n c e
N e t w o r k
S e c u r i t y
D D o S
P r o t e c t i o n
A n y C l o u d
A n y V e n d o r
A n y N e t w o r k
A n y A p p l i c a t i o n
A n y E n t e r p r i s e
Delivers real-time visibility required
to proactively identify and address
issues quickly
Proprietary, patented metadata
engine delivers actionable
intelligence from network packets
End to end visibility from the
global internet to your entire
network ecosystem
Scale to any environment, any
cloud, any enterprise, any
application, any service
0 4
Reconciliation of GAAP to Non-GAAP Financial Measures
(in millions, except % and EPS data)
GAAP revenue
Product
Service
Total GAAP revenue
Non-GAAP adjustments
Non-GAAP revenue
Non-GAAP product
Non-GAAP service
Total non-GAAP revenue
Total GAAP cost of revenue
Non-GAAP adjustments
Total non-GAAP cost of revenue
Gross profit - GAAP
Non-GAAP adjustments
Gross profit - non-GAAP
Non-GAAP gross profit margin
Total operating expenses - GAAP
Non-GAAP adjustments
Total operating expenses - non-GAAP
Income from operations - GAAP
Non-GAAP adjustments
Income from operations - non-GAAP
Non-GAAP income from operations margin
Net income - GAAP
Non-GAAP adjustments
Net income - non-GAAP
Diluted net income per share - GAAP
Share impact of non-GAAP adjustments identified above
Diluted net income per share - non-GAAP
Diluted weighted average common shares outstanding
Net cash provided by operating activities
Purchase of fixed assets and intangible assets
Free cash flow
Certain numbers may not total due to rounding.
NETSCOUT
FY’22
Reported
NETSCOUT
FY’23
Reported
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
410.1
445.5
855.6
-
410.1
445.5
855.6
214.2
(20.5)
193.7
641.4
20.5
661.8
77.4%
592.8
(110.9)
481.8
48.6
131.4
180.0
21.0%
35.9
102.5
138.4
0.48
1.36
1.84
75.1
296.0
(10.4)
285.6
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
450.8
463.7
914.5
-
450.8
463.7
914.5
223.1
(17.7)
205.4
691.4
17.7
709.2
77.5%
613.8
(111.4)
502.3
77.7
129.2
206.8
22.6%
59.6
99.9
159.6
0.82
1.36
2.18
73.0
156.7
(10.6)
146.0
Non-GAAP adjustments eliminate the GAAP effects of: acquisitions by removing the expenses related to the amortization of acquired intangible assets; share-
based compensation; acquisition related decpreciation; compensation for post-combination services; business development and integration costs; restructuring
costs; legal expenses related to a civil judgement; loss on extinguishment of debt; change in fair value of contingent consideration; change in fair value of
derivative instrument; and income and expenses associated with transitional service agreements, all net of related income tax effects. For the specific detail on
the value of each non-GAAP adjustment, please refer to the Company’s quarterly earnings press releases available in the IR section of www.netscout.com.
R-1
Detailed Reconciliation of Adjustments: GAAP to Non-GAAP Financial Measures
$
$
$
$
$
$
$
$
FY’22
FY’23
855.6
-
855.6
48.6
56.1
73.1
(0.0)
0.0
-
0.3
1.1
0.8
$
$
$
914.5
-
914.5
77.7
62.0
64.7
-
-
1.8
0.2
0.5
-
131.4
129.2
180.0
35.9
56.1
73.1
(0.0)
0.0
-
0.3
1.1
(0.8)
0.6
-
(27.8)
102.5
138.4
0.48
1.36
1.84
75.1
$
$
$
$
$
206.8
59.6
62.0
64.7
-
-
1.8
0.2
0.5
-
-
1.4
(30.6)
99.9
159.6
0.82
1.36
2.18
73.0
GAAP revenue
Total non-GAAP adjustments
Non-GAAP revenue
Income from operations - GAAP
Share-based compensation expense
Amortization expense related to acquired intangible assets
Business development and integration expense
Compensation for post combination services
Restructuring charges
Acquisition-related depreciation expense
Legal expenses related to civil judgements
Transitional service agreement expense
Total non-GAAP adjustments
Income from operations - non-GAAP
Net income - GAAP
Share-based compensation expense
Amortization expense related to acquired intangible assets
Business development and integration expense
Compensation for post combination services
Restructuring charges
Acquisition-related depreciation expense
Legal expenses related to civil judgements
Change in fair value of contingent consideration
Loss on extinguishment of debt
Change in fair value of derivative instrument
Income tax adjustments
Total non-GAAP adjustments
Net income - non-GAAP
Diluted net income per share - GAAP
Share impact of non-GAAP adjustments identified above
Diluted net income per share - non-GAAP
Diluted weighted average common shares outstanding
Certain numbers may not total due to rounding.
R-2
2023 Annual Report
on Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
For the fiscal year ended March 31, 2023
OR
Commission file number 000-26251
NETSCOUT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
04-2837575
(IRS Employer
Identification No.)
310 Littleton Road, Westford, MA 01886
(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:
Common Stock, $0.001 par value per share
NTCT
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 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 x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Non-accelerated filer ¨
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 has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO x
The aggregate market value of common stock held by non-affiliates of the registrant as of September 30, 2022 (based on the last reported
sale price on the Nasdaq Global Select Market as of such date) was approximately $2,174,733,703. As of May 8, 2023, there were
71,252,108 shares of the registrant's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the U.S. Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report
on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.
NETSCOUT SYSTEMS, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 2023
TABLE OF CONTENTS
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 9C.
PART III
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10.
Directors and Executive Officers of the Registrant
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Item 16.
Form 10-K Summary
Signatures
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35
50
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52
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53
56
57
Unless the context suggests otherwise, references in this Annual Report on Form 10-K (Annual 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 Annual 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 Annual Report are the property of
their respective holders.
Cautionary Statement Concerning Forward-Looking Statements
This Annual Report contains forward-looking statements under Section 21E of the Exchange Act (as defined below) and
other federal securities laws. These statements relate to future events or our future financial performance and are identified by
terminology such as "may," "will," "could," "should," "expects," "plans," "intends," "seeks," "anticipates," "believes,"
"estimates," "potential" or "continue," or the negative of such terms or other comparable terminology. These statements are only
predictions. You should not place undue reliance on these forward-looking statements. Actual events or results may differ
materially. Factors that may cause such differences include, but are not limited to, the factors discussed under the heading "Risk
Factors" and in our other filings with the Securities and Exchange Commission (SEC). 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 emerge from time to time. It is not possible for our management to predict all risks, nor can
we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements we may make.
Except as required by law, we do not undertake any obligation to release publicly any revisions to these forward-looking
statements after completion of the filing of this Annual Report to reflect later events or circumstances or the occurrence of
unanticipated events.
Risk Factor Summary
Our operating results and financial condition have varied in the past and may vary significantly in the future depending
on a number of factors. Except for the historical information in this report, the matters contained in this report include forward-
looking statements that involve risk and uncertainties. The following factors are among many that could cause actual results to
differ materially from those contained in or implied by forward-looking statements made in this report. These statements
involve the risks and uncertainties identified below as well as additional risks and uncertainties that are not yet identified or that
we currently think are immaterial but may also impact our business operations. Such factors are among many that may have a
material adverse impact upon our business, results of operations, liquidity, and financial condition. These risks are more fully
described in Part I, Item 1A. "Risk Factors". These risks include, but are not limited to, the following:
• Unfavorable conditions in our industry or the global economy, or reductions in information technology spending,
•
•
•
•
•
•
•
•
•
could limit our ability to grow our business and negatively affect our results of operations.
Potential product vulnerabilities or critical security defects, prioritization decisions regarding remedying
vulnerabilities or security defects, or customers not deploying security releases or deciding not to upgrade products,
services, or solutions could result in claims of liability against us, damage our reputation, or otherwise harm our
business.
If our products contain errors or quality issues, such issues may be costly to correct, revenue may be delayed, we
could be sued, and our reputation could be harmed.
If our information technology systems or data, or those of third parties upon which we rely, are or were compromised,
we could experience adverse consequences resulting from such compromise, including but not limited to regulatory
investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss
of revenue or profits; and other adverse consequences.
Our ability to quickly and successfully recover from a disaster, public health crisis, or other business continuity event
could affect our ability to deliver our products and negatively impact our business reputation.
If we fail to introduce new products and solutions or enhance our existing products and solutions to keep up with
rapid technological change, demand for our products and solutions may decline.
Our reliance on sole source suppliers could adversely impact our business.
Increased customer demands on our technical support services may adversely affect our relationships with our
customers and our financial results.
The success of our business depends, in part, on the continued growth in the market for and the continued commercial
demand for service delivery, service assurance and network security solutions.
Failure to manage growth properly and to implement enhanced automated systems could adversely impact our
business.
• We or our suppliers may be affected by new regulations related to climate change, sustainability, and other
•
environmental issues.
Our success depends, in part, on our ability to manage and leverage our distribution channels. Disruptions to, or our
failure to effectively develop and manage, these partners and the processes and procedures that support them could
adversely affect our ability to generate revenues from the sale of our products and services. Managing these
distribution channels and relationships requires experienced personnel, and lack of sufficient expertise could lead to a
decrease in sales of our products and services, which could cause our operating results to suffer.
3
•
•
•
•
•
•
Our business and operations, and the operations of our customers, partners, and/or suppliers, may be adversely
affected by epidemics and pandemics, such as the COVID-19 pandemic. The COVID-19 pandemic and future
epidemics and pandemics risk disrupting and adversely affecting our business operations and financial results, as well
as the markets and communities in which we and our customers, suppliers and other business partners operate.
Necessary licenses for third-party technology may not be available to us on commercially reasonable terms or at all.
Our success depends on our ability to protect our intellectual property rights.
Others may claim that we infringe on their intellectual property rights.
Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants
that apply to our indebtedness could adversely affect our liquidity and financial condition.
Any failure to meet our debt obligations could damage our business.
•
• We may fail to secure necessary additional financing.
•
The failure to recruit and retain qualified personnel and plan for and manage the succession of key executives could
hinder our ability to successfully manage our business, which could have a material adverse effect on our financial
position and operating results.
Our disclosures, initiatives and goals related to environmental, social and governance matters expose us to numerous
risks, including risks to our reputation, business, financial performance and growth.
• We may not successfully complete acquisitions or integrate acquisitions we do make, which could impair our ability
to compete and could harm our operating results.
• We face significant competition from other technology companies.
•
Uncertainties of regulation of the Internet and data traveling over the Internet could have a material and adverse
impact on our financial condition and results of operations.
•
• We are subject to stringent and evolving U.S. state, local, and foreign laws, regulations, rules, contractual obligations,
policies, and other obligations related to data privacy and security. Our actual, or perceived failure to comply with
such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our
business, results of operations; reputational harm; loss of revenue or profits; and other adverse business
consequences.
If we violate the U.S. Foreign Corrupt Practices Act or applicable anti-bribery laws in other countries, or if we fail to
comply with U.S. export controls and government contracting laws, our business could be harmed.
Our operating results may differ significantly from our guidance.
Our effective tax rate may fluctuate, which could increase our income tax expense and reduce our net income.
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• We may be impacted by changes in taxation, trade, and other regulatory requirements.
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Foreign currency exchange rates may adversely affect our financial statements.
Our estimates and judgments related to critical accounting policies could be inaccurate.
Our disclosure controls and procedures and internal control over financial reporting may not be effective.
Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, which may be
volatile and due to factors beyond our control.
Item 1. Business
Overview
PART I
We are an industry leader with over three decades of experience in providing service assurance and cybersecurity
solutions that are based on our pioneering deep packet inspection technology at scale, which are 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 "edge" environments, like the cloud, the rapidly evolving
cybersecurity threat landscape, business intelligence and analytics advancements, and the 5G 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,
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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 new products 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.
Markets
Our service assurance solutions are used by enterprises (including government agencies) and service providers to
optimize network performance, quickly identify and resolve issues impacting application and service quality, and to gain insight
into the end user experience. Our cybersecurity solutions are used by enterprises and service providers to identify and mitigate
advanced, volumetric, and application-specific distributed denial of service (DDoS) attacks, as well as assist enterprise security
teams in rapidly identifying, isolating, investigating, and resolving other advanced network threats. These combined solutions
provide a powerful platform to address both service assurance and cybersecurity challenges for our customers.
Enterprise Market
Within the enterprise market, NetScout's nGeniusONE, ISNG, Omnis, and Arbor Edge Defense offerings enable IT
organizations to support a growing range of performance management and cybersecurity use cases including:
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Network Performance Management - Our nGeniusONE analytics and our ISNG real-time information platform
provide the necessary insight to optimize network performance, restore service and understand the quality of the
users’ experience. By integrating certain acquired product lines and product features into our core offerings, our
customers can benefit from a consistent view across their traditional wired network infrastructures, remote offices,
and wireless networks (WiFi).
Application Performance Management: Data Center Transformation and Cloud Computing - We enable information
technology (IT) organizations, from their development operations to their infrastructure teams, to manage the delivery
of services across virtual and physical environments, providing a comprehensive, unified real-time view into network,
application, server, and user communities' performance. We proactively detect emerging issues with the ability to
help analyze both physical and virtual service delivery environments within the data center which enables
organizations to optimize datacenter infrastructure investments, protect against service degradations, and simplify the
operation of complex, multi-tier application environments in consolidated, state-of-the-art data centers. Our solutions
are often used by enterprises to support private cloud computing environments that are aimed at enabling greater,
more cost-effective accessibility to applications without compromising the reliability and security of those
applications and the network. Our solutions portfolio also includes a range of virtual appliances that can help
enterprise customers extend their monitoring of applications deeper into their traditional data centers, confidently
migrate applications into public cloud environments and gain a comprehensive, cohesive view into the resulting
hybrid cloud environment.
Unified Communications (UC) - We deliver deep application-level unified visibility into voice, data and video
services side-by-side in order to understand the interrelationships of all UC services that traverse the network
infrastructure and assess quality and performance of the delivery of these services. As a result, our real-time,
actionable intelligence helps customers to deliver a high-quality UC experience as users make calls, video conference
and engage in instant messaging. We also help desktop, network, telecom, and application teams manage UC through
a common platform across complex, geographically dispersed, and multi-vendor environments.
Software-as-a-Service and Infrastructure Performance Management - We also provide enterprise customers with
active agent-based offerings that can help them determine availability and performance levels for software-as-a-
service (SaaS) applications, and gauge the health of servers, routers and switches as well as wireless and virtual
infrastructures. As a result, customers can continuously monitor the performance of key business services and the
infrastructure used to deliver them, regardless of how applications are deployed or where the user is located.
Deployed independently or as part of our broader service assurance solution, these products also play an important
role in helping enterprises deliver a superior user experience, achieve outstanding service quality and drive better
returns on their application and infrastructure investments.
Application and Desktop Virtualization - We provide clear and actionable insights that help customers fully realize
the operational benefits associated with Application and Desktop Virtualization, and reduce the time it takes to
identify and resolve service problems. We offer visibility across all virtual desktop infrastructure (VDI) tiers
including remote access, client, virtualization, web, front-end application, and related database systems, and help
customers gain actionable metrics and insight from monitoring and analyzing the consumption and performance of
VDI services.
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Cybersecurity: DDoS Protection and Omnis Cyber Intelligence - Computer networks continue to be targeted for
cyberattacks that are aimed at disrupting, damaging, or otherwise destroying an enterprise’s ability to conduct its
business or gaining unauthorized access to corporate applications and restricting or stealing valuable information. We
provide a range of network security solutions under the NetScout Arbor brand that enable enterprises to protect their
networks from high-volume and application-specific DDoS attacks, which are aimed at either overwhelming the
network with traffic or over-exercising specific functions or features of a website with the intention to disable those
functions or features. We have also recently developed enhanced cybersecurity solutions for enterprises with our
Omnis suite of products that provide greater deep-dive forensic capabilities as well as analytics that can provide
visibility into anomalous behavior on the network that may be indicative of an advanced threat. These security
analytics enable existing enterprise customers to leverage their historical investments in NetScout's service assurance
solutions by using the Adaptive Service Intelligence (ASI) data already being generated to support service assurance
for cybersecurity use cases.
Government Markets
Considered as part of our enterprise customer vertical, we have built a strong position with federal, state and local
government agencies, both in the United States and abroad. Similar to our enterprise customers, government agencies are
focused on streamlining and transforming IT into more efficient and more easily managed environments. To accomplish this,
agencies are turning to IT solutions that will help simplify managing and assuring their IT environments as well as reducing
costs. However, governmental markets differ from enterprise markets primarily due to their purchasing cycles being influenced
by potential changes in government administrators, budgetary priorities and allocated funding for key projects.
Telecommunication Service Provider Markets
Today's service providers are focused on delivering a compelling set of services and ensuring a high-quality user
experience, while also striving to minimize operational complexity, control costs and improve automation. This, coupled with
the challenge of internet protocol (IP) transformation activities and complex technologies such as 5G, Long-Term Evolution
(LTE), Network Functions Virtualization (NFV), Internet Protocol Television (IP-TV), wireless network (WiFi) and cloud
services drives the need for a more automated and unified approach to managing service delivery and the subscriber experience.
Our service provider solutions support an expanding range of use cases including:
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Service Assurance for Mobile, Fixed Line and Cable Operators - The fundamental transformation of the mobile
network to all-IP enables mobile operators to build highly-scalable service delivery environments to offer new
services to meet the growing subscriber demand for data, voice and video-centric services and to consolidate and
simplify network operations. Mobile operators use our offerings to gain real-time, detailed IP packet-level insight and
core-to-access visibility, which enables them to ensure services offered over the network meet certain pre-defined
quality levels for an optimal subscriber experience. NetScout's service assurance solutions help service providers
effectively manage capacity, assess overall network quality, take proactive steps to modify the network before issues
impact subscribers, and quickly identify and troubleshoot network problems. In addition to improving the overall
return on their network infrastructure investments, mobile operators using our solutions also benefit from improved
network quality and unique customer insights - both of which contribute to subscriber acquisition, retention, and
monetization. The growing demand for high-bandwidth triple-play services, broadband connectivity, content
anywhere, IP-TV, on-demand video traffic, new extended WiFi initiatives and carrier Ethernet services presents fixed
line and cable multi-system operators with significant revenue opportunities. IP has become the de facto convergence
mechanism for access, distribution and core networks, enabling new service offerings and simplifying network
operations while reducing total cost of operations. For example, cable operators use our solutions to monitor and
manage their local area WiFi connectivity services, ensure the high-quality delivery of video to consumers outside of
their homes as well as provide broadband and telephony services targeting small- and medium-sized businesses.
Business Intelligence for Service Providers - Service providers strive to understand how the performance of their
networks impact customer experience, subscriber behavior and related usage trends. By combining network traffic
data with other information, including support requests, subscriber calling plans, demographic data and other details,
service providers can make more timely decisions about their offerings and sales and marketing initiatives to acquire,
retain and further monetize their subscribers. NetScout's analytics deliver timely insights into a service provider's
subscribers, services, networks, and applications, as well as easy export capabilities so that this information can be
integrated into their data lakes and third-party analytic platforms.
DDoS Protection - Internet Service Providers (ISPs), including leading telecommunications providers, cable multi-
service operators and cloud providers, have seen significant increases in the sophistication, scale and frequency of
high-volume and application-specific DDoS attacks on their networks. DDoS attacks are aimed at disrupting the
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online services of an ISP's business customer by overwhelming the network with traffic or by over-exercising specific
functions or features of a website with the intention to disable those functions or features. NetScout Arbor smart
DDoS solutions are used by a wide range of ISPs around the world to help protect their networks against DDoS
attacks, and to resell certain DDoS offerings to their enterprise customers.
Products Overview
Since our founding in 1984, we have been an industry innovator in using IP-based network traffic to help
organizations manage and optimize the delivery of services and applications over their networks, improve the end-user
experience and protect networks from unwanted cybersecurity threats. Using our patented ASI technology, our solutions
instantaneously convert network traffic data, often referred to as wire data, into high-value metadata, or "smart data". Our
offerings can help customers quickly identify and troubleshoot network and application performance issues, defend their
networks from DDoS and other cybersecurity attacks, and rapidly find and isolate advanced network threats. Our solutions are
deployed by customers in one of four form factors: as integrated hardware and software, as software only that is then integrated
into commercial off-the-shelf hardware, in a virtualized environment as software only, or as a Software as a Service (SaaS)
solution. Our solutions help our customers meet the increasing demands and an ever-changing technology landscape of IP
networks, service, applications, and cybersecurity threats. To further elevate our value proposition and address the near- and
long-term needs of customers and prospects, we have delivered major product upgrades across our product lines by integrating
key functionality from acquired product lines, increasing the deployment flexibility of our solutions, and adding new features
and capabilities that enable us to address a broader range of use cases. Our primary products can be categorized as follows:
Service Assurance Solutions for Network and Application Performance and Business Intelligence Analytics
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nGeniusONE Management Software and Analytic Modules - Our nGeniusONE management software is used to
support our service provider, enterprise, and government customers enabling them to predict, preempt, and resolve
network and service delivery problems while facilitating the optimization and capacity planning of their network
infrastructures. Additionally, we market a range of specialized platforms and analytic modules that can enable our
customers to analyze and troubleshoot traffic in radio access network and WiFi networks, as well as gain timely
insight into high-value services, applications and systems, and better understand the subscriber's experience on the
network. nGeniusPULSE is an active testing tool that enables enterprises to identify infrastructure performance issues
and determine application availability, reliability, and performance. We also market our nGenius Business Analytics
solution, which enables service providers to quickly and efficiently analyze their network traffic to gain greater and
more timely insights into their subscribers, services, networks, and applications, as well as easily export our smart
data into their data lakes and into third-party analytic platforms.
Visibility Products (Probes, Packet Flow Systems and Taps) - Our ISNG platform provides real-time collection and
analysis of information-rich, high-volume packet-flow data from across the network that is displayed through the
nGeniusONE Service Assurance Solution. The ISNG is an advanced passive network probe that can be deployed as a
traditional appliance with integrated hardware and software, as software-only for use in commercial-off-the-shelf
hardware or in virtualized or software only form factors. The virtualized form factor version of our intelligent data
source, which is marketed as vSTREAM, can be deployed to support NFV environments as well as to cost-effectively
monitor application performance in traditional data center, private cloud, and public cloud environments. We also
provide comprehensive packet flow systems (also called network packet brokers or network visibility fabric
switches), that deliver targeted network traffic access to a range of monitoring and cybersecurity tools and systems,
including the nGeniusONE Service Assurance platform. Additionally, we market a suite of test access points (TAPs)
that enable full, non-disruptive access to network traffic with multiple link type and speed options.
Cybersecurity Solutions
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DDoS Protection – We provide cybersecurity solutions that enable service providers and enterprises around the world
to protect their networks against DDoS attacks under the Arbor brand. Certain of our service provider customers
around the world also resell Arbor's solutions as a managed DDoS service to their enterprise customers. Our portfolio
of DDoS solutions offers complete deployment flexibility spanning on-premise offerings and cloud-based capabilities
to meet a broad array of customer needs, as well as specialized analytics and comprehensive threat intelligence
information. Our smart DDoS offerings for service providers include Arbor Sightline for DDoS visibility and threat
detection, Arbor Threat Mitigation System for removing DDoS attack traffic from the network without disruption to
key network services and Arbor Insight for advanced analytical and forensic information. Our smart DDoS offerings
for enterprises include Arbor Edge Defense, a perimeter-based appliance for identifying and blocking incoming DDoS
attacks and outbound malicious communications, and Arbor Cloud, a global, cloud-based traffic scrubbing service that
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quickly removes DDoS attack traffic. We plan to further enhance and expand these capabilities in ways that will
enable greater adoption of our solutions by service provider and enterprise customers.
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Advanced Threat Detection – We are actively expanding our enterprise cybersecurity offerings to better leverage the
investment that our enterprise customers have made in our traditional service assurance solutions. By collecting
network traffic via our probes, we can expand our value proposition by providing specialized analytics for both service
assurance and cybersecurity. We have introduced and will continue to advance solutions such as new packet forensic
capabilities, which includes Omnis Cyber Intelligence, designed specifically for security operations teams. This
solution also creates anomalous behavior analytics that security teams can use to identify and investigate potential
advanced network threats. Our Omnis suite of products is focused on addressing cybersecurity use cases.
Integration with Third-Party Solutions
To have greater operational impact on assuring performance of applications and service delivery, we have integrated our
technology with third-party management consoles and business service management systems. This integration allows
organizations to receive alarms on impending performance problems and to link into the nGenius Service Assurance solution in
order to perform detailed problem analysis and troubleshooting. The third-party solution providers that we have integrated our
solutions with include Cisco Systems, Cisco Sourcefire, Citrix Systems, Dell Technologies, Hewlett-Packard Company, IBM
Tivoli, and VMWare. In addition, we have embedded NetScout Arbor DDoS mitigation capabilities on a blade within Cisco's
market-leading ASR9000 router and will continue to evaluate partnership opportunities to support integration of its smart DDoS
capabilities into various third-party platforms.
Growth Strategy
The following are key elements in our growth strategy for fiscal year 2024:
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Drive Platform Innovation - In order to support our customers' near-term and longer-term requirements, we plan to
continue innovating by enhancing and expanding our product portfolio as well as developing an integrated platform
to serve our customers combined service assurance and cybersecurity requirements. In particular, we continue to
invest in research and development, and leverage the strong technical and domain expertise across our organization.
Our engineering teams are focused on advancing technical innovation across our broad product portfolio. By
capitalizing on our extensive experience with global enterprise, service provider and government organizations with
IP-based networks, we remain well positioned to cross-leverage our technology development across all major
platforms and relevant technologies to address the evolving demands of current and prospective customers.
Deliver Pervasive Visibility - By making our visibility products available in multiple form factors, including software
that can be deployed with commercial off-the-shelf servers and as virtual appliances, we believe that it is easier and
more affordable for customers to deploy our technology more broadly across their hybrid network and IT
infrastructures. By offering more cost-effective instrumentation options, we are well positioned to help existing and
new customers gain greater visibility into more places across their end-to-end network environments and address an
even broader range of service assurance and cybersecurity use cases.
Extension into Adjacent Markets - By enhancing and expanding our product portfolio and driving product integration
via internal development and acquisitions, we have expanded our reach into complementary adjacent markets such as
application performance management, infrastructure performance management, big data analytics, and cybersecurity.
We believe that this element of our strategy is integral to gaining access to larger budgets, increasing spending from
existing customers, attracting new customers, and increasing our total addressable market. In particular, we are
broadening our cybersecurity solutions beyond the DDoS market with enterprise security offerings that can help our
customers extract more value from the network traffic that we are already collecting to support service assurance use
cases.
Fortify and Expand Existing Customer Relationships - We have an expansive, global customer base of service
providers and enterprises that have purchased our products in support of major technology and network initiatives
that they have implemented over the past decade. As a result, we believe we are well positioned to expand the scope
of many of these relationships as well as acquire new customer relationships as we identify new opportunities to
support new network, cybersecurity, and broader technology projects.
Expand our Customer Base - The investments we have made over the past several years to expand our product
portfolio and support greater deployment flexibility also positions us to win new customers in established geographic
markets where we can leverage our global direct sales organization and an extensive network of value-added resellers
and systems integrators.
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Increase Market Relevance and Awareness - We plan to continue to implement marketing campaigns aimed at
generating high-quality sales opportunities with both current and prospective enterprise and service provider
customers, promoting thought leadership and building the NetScout brand.
Extend our Technology Partner Alliance Ecosystem - We plan to continue to develop and fortify alliances with
complementary solutions providers that can help us support a larger, more global and more diverse customer base.
We also plan to continue to enhance our technology value, product capabilities and customer relevance through the
continued integration of our products into technology partner products.
Pursue Strategic Acquisitions - We have completed many acquisitions since our inception that have helped broaden
our capabilities, enhance our products and technologies, enable us to expand into adjacent markets and better position
us to meet the needs of a larger base of customers and prospects.
Improve Cost Structure and Drive Efficiencies - We plan to balance our investments in key technology, product
development, sales and marketing, and other initiatives that will enable us to drive long-term profitable growth with
an ongoing focus on managing costs and driving efficiencies.
Support Services
Customer satisfaction is a key driver of our success. Our support programs offer customers various levels of high-quality
support services to assist in the deployment and use of our solutions. We have support personnel strategically deployed across
the globe to deliver 24/7 support to our customers. Certain support services, such as on-site support activities, are provided by
qualified third-party support partners. In addition, many of our certified resellers provide Partner Enabled Support to our end
users. This is especially prevalent in international locations where time zones and language, among other factors, make it more
efficient for end users to have the reseller provide initial support functions. Our support also includes updates to our software
and firmware at no additional charge, if and when such updates are developed and made generally available to our commercial
customer base. If ordered, support commences upon fulfilment or expiration of the standard warranty for software. For
software, which also includes firmware, the standard warranty commences upon fulfilment and expires 60 to 90 days thereafter.
With regard to hardware, the standard warranty commences upon fulfilment and expires 60 days to 12 months thereafter. We
believe our warranties are consistent with commonly accepted industry standards. We expect to continue to provide support
services for the acquired platforms under existing agreements and plan to explore opportunities to further simplify and
standardize our support obligations over the coming years.
Manufacturing
Our manufacturing operations consist primarily of final product assembly, configuration, and testing. We purchase
components and subassemblies from suppliers and construct our hardware products in accordance with NetScout standard
specifications. We inspect, test and use process controls to ensure the quality and reliability of our products. We maintain an
ISO 9001 quality systems registration, a certification showing that our corporate procedures and manufacturing facilities
comply with standards for quality assurance and process control. We also maintain an ISO 9001:2000 quality systems
registration, a certification showing that our corporate procedures comply with standards for continuous improvement and
customer satisfaction.
We generally use standard parts and components for our products, which can be sourced from various suppliers. We
have generally been able to obtain adequate supplies of components in a timely manner from current suppliers. While certain
components, such as computer network interface cards, are currently purchased from a single supplier, we have identified
alternate suppliers that we believe can be qualified relatively quickly to fulfill our needs should an issue arise with the existing
supplier. We continue to monitor the impact of the war in Ukraine, global geopolitical tension, worsening macroeconomic
conditions and the COVID-19 pandemic, as well as other factors, on our supply chain. Although we have been able to manage
supply challenges in the past, there is no guarantee that we will be able to continue to manage these challenges without
significant impacts to our business if our supply chain becomes increasingly strained. Our reliance on single source suppliers
and impacts on our supply chain are further described in Item 1A "Risk Factors."
We manufacture our products based upon near-term demand estimates resulting from sales forecasts and historical
fulfillment information. However, since these forecasts have a high degree of variability because of factors that include time of
year, overall economic conditions and sales employee incentives, we believe it is prudent to maintain inventory levels in
advance of receipt of firm orders to ensure that we have sufficient stock to satisfy incoming orders. The potential impacts of the
global and macroeconomic conditions and potential supply chain disruptions on our business are further described in Item 1A
"Risk Factors."
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Sales and Marketing
Sales
We sell our products, support and services through a direct sales force and an indirect reseller and distribution channel.
Our direct sales force generally uses a "high-touch" sales model that consists of face-to-face or virtual meetings with
customers to understand and identify their unique business challenges and requirements. Our sales teams translate our
customers' requirements into tailored business solutions that allow the customer to maximize the performance of its
infrastructure and service delivery environment. Due to the complexity of the systems and the capital expenditures involved,
our sales cycles typically take between three and twelve months. We build strategic relationships with our customers by
continually enhancing our solution to help them address their evolving service delivery management challenges. In addition to
providing a comprehensive solution to meet these needs, we continually provide software enhancements to our customers as
part of their maintenance contracts with us. These enhancements are designed to provide additional and ongoing value to our
existing customers to promote loyalty and the expansion of their deployment of our products. Existing customer growth is also
driven by the expansion and changes in their networks as they add new infrastructure elements, new users, new locations, new
applications, experience increasing service traffic volumes or encounter incremental cyber threats.
We also maintain an indirect reseller and distribution channel. Sales to customers outside the United States are primarily
export sales through channel partners. Our channel partners assist us by improving our reach to customers, extending our
presence in new markets, and marketing and selling our products to a broad array of organizations globally. We sell through a
range of channel partners including value-added resellers, value-added distributors, resellers, and system integrators, to our
enterprise, service provider and government customers. Historically and currently, we have used indirect distribution channels
principally as intermediaries on contractual terms for customers with whom we do not have a contract. Our sales force meets
with end user customers to present our products and solutions, conduct demonstrations, provide evaluation equipment,
recommend detailed product solutions, develop product deployment designs and timelines, and assist in establishing financial
and other justifications for the proposed solution. During this selling process, a channel partner, who has contracts with both the
end customer and us, may be brought in to facilitate the transaction and to provide fulfillment services. In the case of
international channel partners, those services usually also include currency translation and support. In the U.S., fulfillment
services are usually limited to invoicing and cash collection. Under this approach, we have limited dependence upon channel
partners for the major elements of the selling process. In many cases, there are multiple channel partners with the required
contractual relationships, so dependence on any single channel partner is not significant.
During the fiscal year ended March 31, 2023, one direct customer, Verizon, accounted for more than 10% of our total
revenue, while no indirect channel partners accounted for more than 10% of our total revenue. During the fiscal years ended
March 31, 2022 and 2021, no direct customers or indirect channel partners accounted for more than 10% of our total revenue.
Marketing
Our marketing organization drives our market research, strategy, product positioning and messaging, and produces and
manages a variety of programs such as customer forums, trade shows, industry events, advertising, public and analyst relations,
social media, direct mail, seminars and webinars, sales promotions and other online marketing programs. These programs are
focused on promoting the sale and acceptance of our solutions to further build the NetScout brand for our service assurance and
cybersecurity products within the marketplace.
Key elements of our marketing strategy focus on thought leadership, market positioning, market education, go to market
strategies, reputation management, demand generation, and the acceleration of our strategic selling relationships with local and
global resellers, systems integrators, and our technology alliance partners. During fiscal year 2023, we continued to invest in the
promotion of the NetScout brand related to service assurance and cybersecurity products in their respective markets. We expect
to continue these initiatives during fiscal year 2024.
Research and Development
Our continued success depends significantly on our ability to anticipate and create solutions that will meet emerging
customer requirements. We work closely with our largest enterprise and service provider customers to better understand and
address their near-term and longer-term requirements. By better understanding the key, time-sensitive needs of our global
customer base, we believe our development programs will continue to result in enhanced products that are able to meet the
increasing challenges of an increasingly complex and dynamic global network environment.
We have invested significant financial resources and personnel into the development of our products and technology. Our
continued investment in research and development is crucial to our business and our continued success in the market. We have
assembled a team of highly skilled engineers with expertise in various technologies associated with our business and the
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technologies being deployed by our customers. We plan to continue to enhance and expand our product offerings and
capabilities in the near future while integrating key capabilities from acquired product lines as appropriate. As a result, we plan
to continue to invest and dedicate significant resources to our research and development activities for both our enterprise and
service provider customers.
We predominantly develop our products internally, with some limited third-party contracting. We have also acquired
developed technology through business acquisitions. To promote industry standards and manifest technology leadership, we
participate in and support the activities and recommendations of industry standards bodies, and we also engage in close and
regular dialogue with our key customers and alliance partners. These activities provide early insight into the direction of
network and application performance requirements and the changing cybersecurity landscape that impacts current and emerging
technologies.
Seasonality
We have experienced, and expect to continue to experience, quarterly variations in our order bookings as a result of a
number of factors, including the length of the sales cycle, complexity of customer environments, new product introductions and
their market acceptance and seasonal factors affected by customer projects and typical IT buying cycles. Due to these factors,
we historically have experienced stronger bookings during our fiscal third and fourth quarters than in our fiscal first and second
quarters.
Customers
We sell our products to enterprises, service providers and local, state, and federal governmental agencies with large-and
medium-sized high-speed IP computer networks. Our enterprise customers cover a wide variety of industries, such as financial
services, technology, manufacturing, healthcare, utilities, education, transportation and retail as well as government and
associated agencies. Our telecommunications service provider customer group includes mobile operators, wireline operators,
cable operators, internet service providers, and cloud providers.
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 March 31, 2023 was $44.4 million compared to $92.8 million at March 31,
2022. Combined product backlog included fulfillable backlog of $41.1 million and $51.5 million at March 31, 2023 and 2022,
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 March 31, 2023 and 2022,
deferred revenue and accounts receivable each contained a gross balance of $8.3 million and $19.9 million, respectively, related
to these radio frequency propagation modeling project orders. Radio frequency propagation modeling project orders received in
the third quarter of fiscal year 2022 allowed NetScout to bill for the entire projects based upon partial delivery. At March 31,
2023, deferred revenue related to these radio frequency propagation modeling projects included a gross balance of $8.3 million
compared to a gross balance of $19.9 million at March 31, 2022. A majority of the revenue for these projects is expected to be
recognized into revenue throughout the fiscal year ending March 31, 2024.
Competition
We compete with many companies in the markets we serve. The service assurance market, including the infrastructure,
network, and application performance management markets, is highly competitive, rapidly evolving, and fragmented with
overlapping technologies and a wide range of competitors, both large and small, who may deliver certain elements of our
solution. Consequently, there are a number of companies who have greater name recognition and substantially greater financial,
management, marketing, service, support, technical, distribution and other resources than we do. Additionally, certain
competitors, either due to their size and resources or due to their technological strengths, may be able to respond more
effectively than we can to new or changing opportunities, technologies, standards and customer requirements.
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Principal competitive factors in our service assurance market include scalability; ability to address a large number of
applications, locations and users; product performance; the ability to easily deploy into existing network environments; the
ability to offer virtualized solutions; and the ability to administer and manage the solution.
While we face multiple competitors within the service assurance industry, we believe that we compete favorably on the
basis of the following factors:
•
•
•
•
•
we provide a comprehensive service delivery management solution that is capable of addressing the needs of both
enterprise and service provider customers and can be scaled to meet the challenges of today's dynamic service
delivery environments;
we believe that our solutions provide superior data and compete favorably on a broad range of metrics including the
ability to recognize and track a large number of applications;
we believe our solutions possess the scalability to support high and increasing levels of data and network traffic;
our solutions look at both data and control plane traffic across an entire network; and
our ASI technology is optimized to provide real-time information about service performance and real-time alerts to
emerging service problems whereas traditional solutions are inherently latent, supporting only forensic-trouble
shooting after an issue has occurred.
In the enterprise market, our competitors include companies who provide network performance management, application
performance management, infrastructure performance management and other related solutions such as CA Technologies (a
Broadcom Inc. business), Cisco Systems, Dynatrace, Datadog, ExtraHop, IBM, Infovista, Keysight, Viavi, Gigamon, New
Relic, Riverbed Technology, Splunk and SolarWinds. In addition, we both compete with and partner with large enterprise
management vendors, such as HP and IBM, who offer performance management solutions. We also compete with smaller,
privately held competitors who often focus on specific vertical markets.
In the service provider market, we compete with traditional probe vendors, network equipment manufacturers, big data
and analytics vendors, and virtualization vendors. These vendors include Anritsu, Cisco, Ericsson, EXFO, Huawei, IBM,
Infovista, Niksun, Elisa Polystar, Radcom, Splunk, Nokia and Viavi. We face additional competitive threats from startups and
new entrants that seek to offer innovative solutions in an industry characterized by rapid technological change.
In the cybersecurity market, we face a range of competitors, including those that may have greater name recognition and
substantially greater financial, management, marketing, service, support, technical, distribution and other resources than we do.
We believe that the scalability of our solutions, flexible deployment, and price-performance of our cybersecurity solutions
positions us well to compete against both larger network equipment and security companies and smaller niche security solutions
vendors.
In the service provider DDoS solutions market, we compete under the NetScout Arbor brand with a broad range of
vendors including Radware, Akamai, F5 Networks, A10 Networks, Fortinet, Fastly, Cloudflare and Corero Network
Security. In the enterprise market for Network Detection and Response (NDR) solutions that utilize specialized threat analysis,
traffic analysis, and packet forensics to detect and raise alerts of advanced network threats, we compete under the NetScout
Omnis Security brand with a range of vendors including Darktrace, Vectra Networks, Extrahop, Cisco, and other specialist
providers.
Our ability to sustain a competitive advantage depends on our ability to deliver continued technology innovation and
adapt to meet the evolving needs of our customers. Competitive factors in our industry are further described in Item 1A "Risk
Factors."
Intellectual Property Rights
We rely on patent, copyright, trademark, and trade secret laws and contract rights to establish and maintain our rights in
our technology and products. While our intellectual property rights are an important element in our success, our business as a
whole does not depend on any one particular patent, trademark, copyright, trade secret, license, or other intellectual property
right.
We use contracts, statutory laws, domestic and foreign intellectual property registration processes, and international
intellectual property treaties to police and protect our intellectual property portfolio and rights from infringement. From a
contractual perspective, we use license agreements and non-disclosure agreements to control the use of our intellectual property
and protect our trade secrets from unauthorized use and disclosure. In addition to license agreements, we rely on U.S. and
international copyright law to protect against unauthorized copying of software programs in the U.S. and abroad. We have
obtained U.S. and foreign trademark registrations to preserve and protect certain trademarks and trade names. We have also
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filed and obtained U.S. patents and international counterparts to protect certain unique NetScout inventions from being
unlawfully exploited by other parties. However, there is no assurance that pending or future patent applications will be granted,
that we will be able to obtain patents covering all of our products, or that we will be able to license, if needed, patents from
other companies on favorable terms or at all. Our proprietary rights are subject to other risks and uncertainties described under
Item 1A "Risk Factors."
Human Capital Management
NetScout strives to remain a team of entrepreneurs, with the agility of a start-up and the heft of a global technology
company. We believe that our culture is critical to our success and growth. Our Lean But Not Mean culture complements and
acts as a multiplier to our technology, exceptional talent, and forward-thinking innovation. "Lean" decision-making puts the
tough calls up front and puts employees and the long-term success of the company first. We believe our commitment to our
culture and values, diversity, equity and inclusion, talent development, and health and safety, and providing for competitive
total rewards has motivated our employees around the world and keeps our spirit thriving, and everyone, regardless of role,
brings value to the organization. Our Compensation Committee oversees our key human capital management strategies and
programs and shares oversight of environmental, health, and safety matters, with the Nominating and Corporate Governance
Committee of the Board of Directors.
Employees
At March 31, 2023, we had 2,355 employees worldwide – over 99% of whom were full time employees. Our employees
are in 35 countries with 64% of our employees located in the United States.
Culture & Values
We believe that our company culture is critical to our success and growth. Our culture complements and acts as a
multiplier to our technology, exceptional talent, and forward-thinking innovation. As a result of our philosophy, we have
pledged to be considerate, loyal and appreciative of our employees while also enacting decision-making processes and business
strategies that result in efficient business outcomes.
We take seriously our mission as Guardians of the Connected World. Our internal NETSCOUT WITHOUT BORDERS
initiative is a key component in our employee engagement program and allows us to continuously communicate our mission
and goals to all of our global employees through a series of town hall meetings that provide direct interaction with the CEO, in-
depth focus groups, and follow-on development programs. These meetings allow us to stay connected with all employees and
ensure everyone is equipped with the knowledge and tools so all their efforts can be aligned with our vision, mission and goals
as part of our ongoing internal efforts. The Nominating and Corporate Governance Committee oversees these efforts as part of
its comprehensive review of environmental, social and governance (ESG) matters.
Diversity, Equity & Inclusion
Diversity, equity, and inclusion (DEI) are important to our organizational excellence and complement our core values of
performing with integrity, compassion, collaboration, and innovation. We embrace and encourage our employees' differences in
age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and
mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status, and other
characteristics that make our employees unique. We recently revised our Diversity, Equity, and Inclusion Policy and seek to
enhance our employees' understanding of DEI through company-wide training, tracked and reviewed with the executive team.
In addition, we have a designated DEI program team, reporting to the Chief Human Resources Officer, to foster transparent and
equitable processes in employee engagement, onboarding, learning and development, policymaking, and career planning.
A cornerstone of our DEI strategy is collaborating with industry and university partners to enhance our diversity. We
work with industry partners, including third-party recruiting organizations that specialize in diversity in hiring, and post our
open position requisitions on diversity job boards. We track our progress and make improvements to reach a broader, more
diverse, talent base. We also partner with universities with diverse student enrollment to recruit college hires and summer
interns.
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Talent Development
NetScout invests in the ongoing development of its employees across the globe. As part of that program, we offer
opportunities to identify leaders and develop and support all employees, including:
•
Career path development – to document increasing levels of leadership responsibility, creating a transparent process,
so that all employees have access to information necessary to build a career plan at NetScout.
• Management and leadership development – to support an inclusive workplace and foster consistent management
•
practices across the globe.
Strengthen high-performing teams – For selected leaders, we partner with the Center for Higher Ambition Leadership
to offer programs that strengthen high-performing teams.
Environmental, Health, and Safety Regulatory Compliance
NetScout's Environment, Health, and Safety (EHS) Council is responsible for EHS policy, managing and coordinating
EHS regulatory compliance, and tracking goals and results. The EHS Council reports to senior executives and its results are
reported to the Nominating and Corporate Governance Committee of the Board of Directors.
Total Rewards
We offer a competitive compensation and benefits package to attract, retain and motivate our employees. Our
compensation package includes market-competitive pay, cash and equity incentive compensation, an Employee Stock Purchase
Plan, retirement benefits, health benefits, paid time off and leave benefits.
Environmental Social Governance
We believe that effectively managing ESG matters is an important part of creating business value. As set out in its
Charter, our Nominating and Corporate Governance Committee oversees our ESG program. The Nominating and Corporate
Governance Committee meets regularly and reviews and advises on ESG strategy and apprises the full Board of Directors,
which also considers our ESG program and strategy as well as its alignment with our mission. Relatedly, the Audit Committee
also regularly reviews ESG-related topics such as enterprise risk management, our anticorruption program, ethics and
compliance issues, supply chain issues including human rights protections, and cybersecurity and data privacy.
The ESG Steering Committee, under the strategic direction of the Chief Executive Officer and chaired by NetScout's
General Counsel, provides guidance and management oversight for the ESG program. The Office of ESG, chaired by our
General Counsel in his role as Chief ESG Officer, is responsible for the development and implementation of the ESG program.
With representation across key business functions, the mandate of the ESG Steering Committee is to consider our existing ESG
efforts, understand stakeholder perspectives, identify areas for improvement that align with our business, and work
collaboratively to support programs designed to accelerate ESG initiatives.
We have adopted four ESG pillars that lay out our current top ESG priorities, underpinned by a strong governance focus:
1. Demonstrating product leadership through sustainability by design and helping our customers reduce their
environmental footprint, including through reducing electricity requirements of our products;
2. Reducing electricity use in our facilities, with emphasis on our engineering labs;
3. Furthering our diversity, equity, and inclusion efforts alongside our employee engagement programs; and
4. Supporting community digital inclusion programs that improve underserved communities’ participation in the
connected world.
NetScout's global ESG program encompasses a broad range of areas, including environmental sustainability, responsible
management of our supply chain, human capital, ethical business practices, and data privacy and security. NetScout continues
to seek opportunities to align ESG with our core business strategy and more thoroughly integrate ESG into our operations.
Information Security
Cybersecurity, data privacy and data protection are critical to our business. As such, we have developed information
security designed toward vigilant protection of personal data and maintaining vigorous standards of privacy and security. We
take a layered defense approach to protect confidentiality and prevent data compromise and breaches, including technology
safeguards, organizational safeguards such as training and awareness programs, and physical safeguards. We maintain a robust
Information Security Program (ISP) to help ensure the confidentiality, integrity, and availability of corporate data and the
systems storing this information. Our ISP also includes annual information security awareness training for employees and
audits of our systems and enhanced training for specialized personnel, and we have instituted regular phishing email
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simulations for all employees and all contractors with access to corporate email systems to enhance awareness and
responsiveness to such possible threats. Our ISP also includes review and assessment by external, independent third parties, and
we achieved ISO 27001 certification demonstrating our adherence to ISP best practices, including risk assessment, protection
against threats, legal compliance, and incident response and mitigation. Our ISP also includes a data security incident response
plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident.
We are committed to managing our legal and contractual compliance obligations with respect to security and privacy
laws, including the EU General Data Privacy Regulation and the California Consumer Privacy Act. We have devoted
considerable resources to ensuring compliance with applicable data privacy laws and developing our privacy policy and
providing regular security training to employees. We review cybersecurity and data privacy issues regularly with the Audit
Committee and with the full Board. The Audit Committee is comprised entirely of independent directors, some of whom have
work experience related to information security issues or oversight. In the last three years, the expenses we have incurred from
information security breach incidences, including penalties and settlements, of which there were none, were immaterial.
We take our customers' information security and privacy commitments seriously. The security features of our products
are designed to mitigate data risks, such as loss or unauthorized access, destruction, use, modification, or disclosure. Our
products allow customers to customize a security strategy in several ways, from the operating system and between system
communications to access control of individual modules, role-based data visibility, and packet and data storage configurations.
We have features in our products that allow masking of sensitive data, and, where possible, minimization through aggregation
and measures to control data access. Our nGeniusONE and Omnis products are based on hardened Linux operating systems and
updated software packages to reduce security vulnerabilities, and administrators can further secure the server and appliance
hardware by purchasing appliances with self-encrypting drives. NETSCOUT Arbor DDoS virtual and physical solutions
provide similar operational protection.
For a discussion of the risks we face related to information security, see Part I, Item 1A. "Risk Factors".
Corporate Information
Our corporate headquarters are located at 310 Littleton Road, Westford, Massachusetts, and our telephone number is
(978) 614-4000. We were incorporated in Delaware in 1984.
Our internet address is http://www.NetScout.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are
made available free of charge on or through our website at ir.netscout.com as soon as reasonably practicable after such reports
are filed with, or furnished to, the SEC. None of the information posted on our website is incorporated by reference into this
Report.
We webcast our earnings calls and certain events we participate in or host with members of the investment community.
They are made available on our investor relations website at ir.netscout.com//investors/events-and-presentations/events-
calendar/default.aspx. Additionally, we provide notifications of news or announcements regarding our financial performance,
including SEC filings, investor events, press and earnings releases, as part of our investor relations website. The contents of
these sections of our investor relations website are not intended to be incorporated by reference into this report or in any other
report or document we file with the SEC.
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Item 1A. Risk Factors.
In addition to the other information in this report, the following factors should be considered carefully in evaluating
NetScout and our business.
You should carefully consider the risks and uncertainties described below, together with the information included
elsewhere in this Annual Report on Form 10-K and other documents we file with the SEC. The risks and uncertainties
described below are those that we have identified as material but are not the only risks and uncertainties facing us. Our business
is also subject to general risks and uncertainties that affect many other companies. Additional risks and uncertainties not
currently known to us or that we currently believe are immaterial may also impair our business, including our results of
operations, liquidity, and financial condition.
Because of the following factors, as well as other variables affecting our results of operations, past financial performance
may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in
future periods.
Risks Related to Our Business and Industry
Unfavorable conditions in our industry or the global economy, or reductions in information technology spending,
could limit our ability to grow our business and negatively affect our results of operations.
Unfavorable conditions in the economy both in the United States and abroad, including conditions resulting from
financial and credit market fluctuations, increased interest rates, elevated or prolonged inflation, bank failures, international
trade relations, political turmoil, natural catastrophes, outbreaks of contagious diseases, warfare, including in Ukraine, and
terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business
investments, including spending on information technology, and negatively affect the growth of our business and our results of
operations. Heightened inflation has also increased, and could continue to further increase, the cost of operating our business
and impact our customers’ spending decisions, which could negatively affect our results of operations. Our competitors, many
of whom are larger and have greater financial resources than we do, may respond to challenging market conditions by lowering
prices in an attempt to attract our customers and may be less dependent on key industry events to generate sales for their
products. In addition, we serve certain industries that have historically been cyclical and have experienced periodic downturns
that have had a material adverse impact on demand for the products, software, and services that we offer. Many of our
customers are concentrated in certain industries, including financial services, public sector, healthcare, and the service provider
market. Furthermore, the increased pace of consolidation in certain industries may result in reduced overall spending on our
products and solutions. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery,
generally or how any such event may impact our business.
Potential product vulnerabilities or critical security defects, prioritization decisions regarding remedying
vulnerabilities or security defects, or customers not deploying security releases or deciding not to upgrade products,
services, or solutions could result in claims of liability against us, damage our reputation, or otherwise harm our
business.
The products and services we sell or license to customers, including our cloud-based solutions and our service offerings,
may contain vulnerabilities or critical security defects which have not been identified or remedied. We may also make
prioritization decisions in determining which vulnerabilities or security defects to fix, and the timing of these fixes, which could
result in exploitation that compromises security.
Customers also sometimes need to test security releases before they can be deployed, which can delay implementation. In
addition, we rely on third-party providers of software and cloud-based services, and we cannot control the rate at which they
remedy vulnerabilities. Customers may also not deploy a security release or decide not to upgrade to the latest versions of our
products or services leaving them vulnerable.
If our products contain errors or quality issues, such issues may be costly to correct, revenue may be delayed, we
could be sued, and our reputation could be harmed.
Our products are inherently complex, and, despite our quality assurance processes and testing by our customers and us,
errors or quality issues may be found in our products after commencement of commercial shipments, especially when products
are first introduced or when new versions are released. These errors may result from components supplied by third parties
incorporated into our products, which makes us dependent upon the cooperation and expertise of such third parties for the
diagnosis and correction of such errors. If errors are discovered, we may not be able to correct them in a timely manner or at all.
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In addition, we may need to make significant expenditures to eliminate errors and failures. Errors and failures in our products
could result in loss of or delay in market acceptance of our products and could damage our reputation. Regardless of the source
of these defects or errors, we may need to divert the attention of our engineering personnel from our product development
efforts to address the detection and correction of these errors and defects. If one or more of our products fail, a customer may
assert warranty and other contractual claims for substantial damages against us. Our contracts with customers contain
provisions relating to warranty disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless
of its merit, is costly and may divert management's attention and harm the market's perception of us and our products. In
addition, if our business liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or
at all, our business, operating results, and financial condition could be adversely impacted.
The occurrence or discovery of these types of errors or failures could have a material and adverse impact on our business,
operating results, and financial condition. Any such errors, defects, or security vulnerabilities could also adversely affect the
market's perception of our products and business.
If our information technology systems or data, or those of third parties upon which we rely, are or were
compromised, we could experience adverse consequences resulting from such compromise, including but not limited to
regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational
harm; loss of revenue or profits; and other adverse consequences.
We and the third parties upon which we rely collect, receive, use, store, generate, transfer, dispose of, transmit, share, and
process sensitive, proprietary, and confidential information, including personal information, business data, trade secrets,
intellectual property, and confidential third-party data.
Cyber-attacks, malicious internet-based activity, online and offline fraud, and similar activities threaten the
confidentiality, integrity, and availability of our sensitive, proprietary, or confidential information and information technology
systems, and those of the third parties upon which we rely. Such threats are prevalent and continue to rise, are increasingly
difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,”
organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-
supported actors.
Some actors now engage, and are expected to continue to engage, in cyber-attacks, including for geopolitical reasons and
in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third
parties upon which we rely may be vulnerable to heightened risk of these attacks, including retaliatory cyber-attacks that could
materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services.
We and the third parties upon which we rely are subject to a variety of evolving threats, including but not limited to
social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware
(including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential
harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions,
software or hardware failures, loss of data or other information technology assets, telecommunications failures, and other
similar threats. Severe ransomware attacks are also becoming increasingly prevalent and could lead to significant interruptions
in our operations, loss of sensitive data and income, reputational harm, and diversion of funds.
In addition, our reliance on third-party service providers could introduce cybersecurity risks and vulnerabilities, including
supply-chain attacks, and other threats to our business operations. For example, we rely on third parties to operate some of our
business systems and process sensitive, proprietary, and confidential information in a variety of contexts, including, without
limitation, cloud-based infrastructure, data center facilities, encryption and authentication technology, employee email, content
delivery to customers, and other functions. We also rely on third-party service providers to provide other products, services,
parts, or otherwise to operate our business. Our ability to monitor these third parties’ information security practices is limited,
and these third parties may not have adequate information security measures in place. If our third-party service providers
experience a security incident or other interruption, we could experience adverse consequences. In addition, supply-chain
attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain
or our third-party partners’ supply chains have not been compromised. While we may be entitled to damages if our third-party
service providers fail to satisfy their data privacy or security-related obligations to us, we cannot be certain that our applicable
contracts with these third parties will adequately limit our data security-related liability to them or others, be sufficient to allow
us to obtain indemnification or recovery from them for data security-related liabilities that they cause us to incur, or be
sufficient to cover our damages.
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Although we have multiple and layered controls and security measures in place designed to prevent cyberattacks,
experienced computer hackers are increasingly organized and sophisticated and we cannot guarantee that our, or our third-party
partners’, security measures will be sufficient to protect against unauthorized access to our IT networks, software and systems.
Malicious attack efforts operate on a large-scale and sometimes offer targeted attacks as a paid-for service. In addition, the
techniques used to obtain access or sabotage networks change frequently, and we may be unable to anticipate such techniques,
implement adequate preventative measures, or stop security breaches that may arise from such techniques. As a provider of
security solutions, we may be a more attractive target for such attacks. Other individuals or entities, including personnel or
vendors, may also intentionally or unintentionally provide unauthorized access to our IT environments.
Any of the previously identified or similar threats could cause a security incident or other interruption that could result in
unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access
to our sensitive, proprietary, or confidential information or our information technology systems, or those of the third parties
upon whom we rely. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we
rely) to provide our services.
While we have implemented significant and multi-layered security measures designed to protect against security
incidents, there can be no assurance that these measures will be effective. We take steps to detect and remediate vulnerabilities,
but we may not be able to detect and remediate all vulnerabilities because the threats and techniques used to exploit the
vulnerability change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but
may not be detected until after a security incident has occurred. These vulnerabilities pose material risks to our business.
Further, we may experience delays in developing and deploying remedial measures designed to address any such identified
vulnerabilities.
If we, or a third party upon whom we rely, experience a security incident or are perceived to have experienced a security
incident, we may experience adverse consequences, such as government enforcement actions; additional reporting, disclosure,
notification and/or oversight requirements; restrictions on processing sensitive data; litigation; indemnification obligations;
negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data);
financial loss; and other similar harms. Security incidents and attendant consequences may cause customers to stop using our
services, deter new customers from using our services, and negatively impact our ability to grow and operate our business.
In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive, proprietary, or
confidential information about us from public sources, data brokers, or other means that reveals competitively sensitive details
about our organization and could be used to undermine our competitive advantage or market position.
Our ability to quickly and successfully recover from a disaster, public health crisis, or other business continuity
event could affect our ability to deliver our products and negatively impact our business reputation.
The occurrence of a natural disaster, public health crisis, or an act of terrorism, or a decision or need to close any of our
facilities without adequate notice or time for making alternative arrangements could result in interruptions in the delivery of our
products and services. Our central business functions, including administration, human resources, finance services, legal,
development, manufacturing and customer support depend on the proper functioning of our computer, telecommunication and
other technology systems and operations, some of which are operated or hosted by third parties.
While we have business continuity programs in place, a disruption or failure of systems or operations because of a
disaster, public health crisis or other business continuity event could cause data to be lost or otherwise delay our ability to
complete sales and provide the highest level of service to our customers. In addition, we could have difficulty producing
accurate financial statements on a timely basis, which could have an impact on our ability to make timely disclosures and could
adversely affect the trading value of our stock. Although we endeavor to ensure there is redundancy in these systems and that
they are regularly backed-up, there is no guarantee that data recovery in the event of a disaster would be effective or occur in an
efficient manner. Our operations are dependent upon our ability to protect our technology infrastructure against damage from
business continuity events that could have a significant disruptive effect on our operations. We could experience material
adverse interruptions to our operations or delivery of services to our clients in a disaster recovery scenario.
If we fail to introduce new products and solutions or enhance our existing products and solutions to keep up with
rapid technological change, demand for our products and solutions may decline.
The market for application and network performance management, service assurance, cybersecurity solutions, and
business intelligence is highly competitive and characterized by rapid changes in technology, evolving industry standards,
changes in customer requirements, a current high level of and increasing competition, and frequent product introductions and
enhancements. Our success is dependent upon our ability to meet our customers' needs, which are driven by changes in
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technologies, new application technologies, new security risks and the emergence of new industry standards. In addition, new
technologies may shorten the life cycle for our products and solutions or could render our existing or planned products and
services less competitive or obsolete. We must address demand from our customers for advancements in our products and
services applications to support our customers' growing needs and requirements in complex networks. To meet this challenge
and remain competitive in the market, we must introduce new enhancements and additional form factors to our existing product
lines and service offerings. If we are unable to develop, introduce and communicate new network and application performance
management and service assurance products, network security products, business intelligence products, and solutions or
enhancements to existing products in a timely and successful manner, this inability could have a material and adverse impact on
our business, operating results and financial condition.
As our success depends in part on our ability to develop product enhancements and new products and solutions that keep
pace with continuing changes in technology, cyber risk and customer preferences, we must devote significant resources to
research and development, development and introduction of new products and enhancements on a timely basis, and obtaining
market acceptance for our existing products and new products. We have introduced and intend to continue to introduce new
products and solutions, including increased migration to "software as a service" and software-deployed products as well as
cybersecurity products. If the introduction of these products and solutions is significantly delayed or if we are unsuccessful in
bringing these products and solutions to market, our business, operating results, and financial condition could be materially and
adversely impacted. We are developing and are already deploying a number of new products as well as enhancements to our
existing products and offerings, including our new Omnis cybersecurity suite as well as additional software only solutions and
products available in multiple form factors for most of our existing solutions.
We must invest in research and development to remain competitive in our industry. However, there can be no assurances
that continued investment and increased research and development expenses will ultimately result in our maintaining or
increasing our market share, which could result in a decline in our operating results. The process of developing new solutions is
complex and uncertain; we must commit significant resources to developing new services or features without knowing whether
our investments will result in services or features the market will accept. If our research and development expenses increase
without a corresponding increase in our revenues, it could have a material adverse effect on our operating results. Also, we may
not be able to successfully complete the development and market introduction of new products or product enhancements in a
timely manner. If we fail to develop and deploy new products and product enhancements on a timely basis, or if we fail to gain
market acceptance of our new products, our revenues will likely decline, and we may lose market share to our competitors.
Our reliance on sole source suppliers could adversely impact our business.
Specific components that are necessary for the hardware assembly of our instruments are obtained from separate sole
source suppliers or a limited group of suppliers. These components include our network interface cards and proprietary
hardware. Our reliance on sole or limited suppliers involves several risks, including a lack of control over the manufacturing
process and inventory management and potential inability to obtain an adequate supply of required components and the
inability to exercise control over pricing, quality and timely delivery of components. For most of our products, we do not have
the internal manufacturing capabilities to meet our customers' demands. It is our practice to mitigate these risks by partnering
with key suppliers, including distributors, to establish a variety of supply continuity practices. These practices may include,
among other approaches, establishing buffer supply requiring suppliers to maintain adequate stocks of materials and use-based
and kanban programs to set supply thresholds. We also enter into escrow arrangements for certain technologies. Where
possible, we use widely available off the shelf hardware and work with large suppliers with multiple factories and other risk
management practices. However, failure of supply, including as a result of a public health crisis or geopolitical situation, or
failure to execute effectively on any of these programs could result in our inability to obtain adequate supply or deliveries or to
ship our products on a timely basis. Moreover, if we are unable to continue to acquire from these suppliers on acceptable terms
or should any of these suppliers cease to supply us with components for any reason, we may not be able to identify and
integrate an alternative source of supply in a timely fashion or at the same costs. Any transition to one or more alternate
manufacturers would likely result in delays, operational problems, and increased costs, and may limit our ability to deliver our
products to our customers on time for such transition period. These risks could damage relationships with our current and
prospective customers, cause shortfalls in expected revenue, and could materially and adversely impact our business, operating
results and financial condition.
Increased customer demands on our technical support services may adversely affect our relationships with our
customers and our financial results.
We offer technical support services with many of our products. Our customers depend on our support organization to
resolve issues relating to our products deployed on their networks. A high level of support is critical for continued relationships
with our customers. If we or our channel partners do not effectively assist our customers in deploying our products, succeed in
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helping our customers quickly resolve post-deployment issues, and provide effective ongoing support, it would adversely affect
our ability to sell our products to existing customers and would harm our reputation with existing and potential customers. Any
failure to maintain high quality support and services would harm our operating results and reputation. Further, if customers
demand these services, and we cannot adequately meet their demand, or if we cannot realize revenues in connection with our
provision of services related to product support, it could have a material and adverse impact on our financial condition and
results of operations.
The success of our business depends, in part, on the continued growth in the market for and the continued
commercial demand for service delivery, service assurance and network security solutions.
We derive nearly all our revenue from the sale of products and services that are designed to allow our customers to assure
the delivery of services through management of the performance and network security of applications across IP networks. We
have actively expanded our operations in the past through acquisitions and organic growth and may continue to expand them in
the future to gain share in the evolving markets in which we operate. Therefore, we must be able to predict the appropriate
features and prices for future products to address the market, the optimal distribution strategy, and the future changes to the
competitive environment. For us to be successful, our potential customers must recognize the value of more sophisticated
application management and network security solutions, decide to invest in the management of their networked applications
and, in particular, adopt our management solutions. Any failure of this market to continue to be viable would materially and
adversely impact our business, operating results, and financial condition. Additionally, businesses may choose to outsource the
operations and management of their networks to managed service providers. Our business may depend on our ability to
continue to develop relationships with these service providers and successfully market our products to them.
Failure to manage growth properly and to implement enhanced automated systems could adversely impact our
business.
The growth in size and complexity of our business and our customer base has been and will continue to be a challenge to
our management and operations. Additional growth will place significant demands on our management, infrastructure, and
other resources. To manage further growth effectively, we must hire, integrate, and retain highly skilled personnel qualified to
manage our expanded operations. We will also need to maintain and continually improve our financial and management
controls, reporting systems, and procedures as our business grows and evolves over time. If we are unable to manage our
growth effectively, our costs, the quality of our products, the effectiveness of our sales organization, attraction and retention of
key personnel, our business, our operating results and financial condition could be materially and adversely impacted. To
manage our growth effectively, we may need to implement new or enhanced automated infrastructure technology and systems.
Any disruptions or ineffectiveness relating to our systems implementations and enhancements could adversely affect our
ability to process customer orders, ship products, provide services and support to our customers, bill and track our customers,
fulfill contractual obligations, and otherwise run our business.
Most of our employees are based outside of our headquarters and many of our employees work remotely, entirely or in
part. If we are unable to appropriately increase management depth and enhance succession planning, we may not be able to
achieve our near- and long-term financial or operational goals. It is also important to our continued success that we hire
qualified employees, properly train them and manage out poorly performing personnel, all while maintaining our corporate
culture and spirit of innovation. If we are not successful at these efforts, our growth and operations could be adversely affected.
As our business evolves, we must also expand and adapt our information technology (IT) and operational infrastructure.
Our business relies on our data systems, billing systems and other operational and financial reporting and control systems. All
these systems have become increasingly complex due to the diversification and complexity of our business and acquisitions of
new businesses with different systems. To manage our technical support infrastructure effectively and improve our sales
efficiency, we will need to continue to upgrade and improve our data systems, billing systems, ordering processes, customer
relationship management systems, and other operational and financial systems, procedures and controls. These upgrades and
improvements may be difficult and costly, and they may require employees to dedicate a significant amount of time to
implement. If we are unable to adapt our systems and organization in a timely, efficient, and cost-effective manner to
accommodate changing circumstances, our business may be adversely affected. If the third parties we rely on for hosted data
solutions for our internal network and information systems are subject to a security breach or otherwise suffer disruptions that
impact the services we utilize, the integrity and availability of our internal information could be compromised causing the loss
of confidential or proprietary information, damage to our reputation and economic loss.
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We or our suppliers may be affected by new regulations related to climate change, sustainability, and other
environmental issues.
We or our suppliers may become subject to new laws enacted with regards to climate change, sustainability, and other
environmental issues. If new laws are enacted, or current laws are modified in countries in which we or our suppliers operate,
we could face increased costs to comply with these laws. These costs may be incurred across various levels of our supply chain
to comply with new environmental regulations, as well as by us in connection with our design, manufacturing, and support of
products, including costs related to incorporation of substitute materials and product re-design costs.
Our success depends, in part, on our ability to manage and leverage our distribution channels. Disruptions to, or
our failure to effectively develop and manage, these partners and the processes and procedures that support them could
adversely affect our ability to generate revenues from the sale of our products and services. Managing these distribution
channels and relationships requires experienced personnel, and lack of sufficient expertise could lead to a decrease in
sales of our products and services, which could cause our operating results to suffer.
Our future success may require us to increase the number and use of our indirect sales efforts through our distributors and
channel partners and to leverage those relationships to expand these distribution channels and to develop new indirect
distribution channels to increase revenue. Our channel partners have no obligation to purchase any products from us. Some of
our distribution and channel partners also distribute and sell competitive products and services and the reduction in sales of our
products by these partners could materially reduce our revenues. In addition, they could internally develop products that
compete with our solutions or partner with our competitors and bundle or resell competitors' solutions, possibly at lower prices.
The potential inability to develop relationships with new partners in new markets, expand and manage our existing partner
relationships, the unwillingness of our partners to market and sell our products effectively or the loss of existing partnerships
could have a material and adverse impact on our business, operating results and financial condition. Our international
operations, including our operations in the United Kingdom, mainland Europe, India, Asia-Pacific and other regions, are
generally also subject to the risk of longer sales cycles through our international distribution channels. Sales to customers
outside the United States accounted for 36%, 41%, and 42% of our total revenue for the fiscal years ended March 31, 2023,
2022 and 2021, respectively.
The need to develop such relationships can be particularly acute in areas outside of the U.S. Recruiting and retaining
qualified channel partners and training them in the use of our technology and services and ensuring that they comply with our
legal and ethical requirements requires significant time and resources throughout the relationship.
Our business and operations, and the operations of our customers, partners, and/or suppliers, may be adversely
affected by epidemics and pandemics, such as the COVID-19 pandemic. The COVID-19 pandemic and future epidemics
and pandemics risk disrupting and adversely affecting our business operations and financial results, as well as the
markets and communities in which we and our customers, suppliers and other business partners operate.
We face risks related to epidemics, pandemics, and other outbreaks of communicable diseases that adversely affect global
commercial activity, economies, financial markets, and companies. An epidemic or pandemic or other outbreak of
communicable diseases, such as the COVID-19 pandemic, poses the risk that we or our customers, suppliers, and other business
partners may be disrupted or prevented from conducting normal business activities for certain periods of time, the durations of
which are uncertain, and may otherwise experience significant impairments of business activities.
For instance, as has been the case with the COVID-19 pandemic, federal, state, local, and foreign governments may put
in place quarantines, executive orders, shelter-in-place orders, and similar government orders and restrictions to reduce the rate
of infection and control the spread of the disease. Such orders or restrictions, or the perception that such orders or restrictions
could occur, may result in business closures, work stoppages, slowdowns and delays, travel restrictions and cancellation of
events, among other effects that could affect productivity and disrupt our operations and those of our suppliers, customers, and
business partners.
To protect our employees, contractors, customers, suppliers, and our local communities, and limit the effect of the
COVID-19 pandemic on our operations, for a period of time many of our employees at our locations globally worked remotely,
with exceptions for site-essential personnel (with protective measures and protocols in place). On-site and work-from-home
requirements and other restrictions on our employees, suppliers, customers, and business partners may change over time,
whether becoming more or less restrictive, in light of the COVID-19 pandemic or other epidemics or pandemics and global
responses thereto, and we may alter our operations as a result of requirements imposed by federal, state, or local authorities, or
by foreign governments in countries in which we operate, or as we otherwise determine is in the best interests of our
employees, suppliers, customers, business partners, and stockholders.
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As part of our existing business continuity planning, we had established infrastructure and protocols to enable our
employees to work from home during the pandemic. However, future increases in the number of employees working remotely
may cause disruptions to our business operations, including our ability to develop and design our products and services in a
timely manner or meet required milestones or customer commitments, and this could have an adverse effect on our revenue and
operating results. In addition, we may determine that it is necessary to direct that employees engaged in manufacturing and
support refrain from working on-site for an indeterminate period of time, and this could have an adverse effect on our revenue
and operating results.
Furthermore, global travel was also sharply curtailed, and in some cases prohibited, as a result of the COVID-19
pandemic. Our sales personnel often meet with customers or prospective customers in person to provide greater personalized
service. While our employees and customers adjusted to virtual meetings and have now resumed traveling at closer to normal
levels, the inability of our sales personnel to meet with customers or prospective customers at a customer facility as a result of
the COVID-19 pandemic or other epidemics or pandemics could have an adverse effect on our revenue and operating results.
In addition, we rely on third-party suppliers and manufacturers throughout the globe, which may be impacted by the
COVID-19 pandemic or other epidemics or pandemics. The COVID-19 pandemic has resulted in, and future epidemics or
pandemics may result in, the extended shutdown of certain businesses and the closure of international borders throughout the
world, which may result in disruptions to our supply chain, including from temporary closure of third-party supplier and
manufacturer facilities, interruptions in product supply or restrictions on the export or shipment of our products, as well as the
import of products into countries in which we operate. These potential events could have an adverse effect on our revenues and
operating results.
To the extent the COVID-19 pandemic or other future epidemic or pandemic adversely affects our business and financial
results, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section, such as those
relating to our quarterly revenue and operating results, the estimates made for our critical accounting policies, and the operation
of internal controls over such estimates, as well as on our liquidity and on our ability to satisfy our indebtedness obligations and
debt covenants.
Risks Related to Our Intellectual Property
Necessary licenses for third-party technology may not be available to us on commercially reasonable terms or at
all.
We currently, and will in the future, license technology from third parties that we use to produce or embed in our
products. While we have generally been able to license required third-party technology to date, third-party licenses required in
the future may not be available to us on commercially reasonable terms or at all. If we are unable to obtain any necessary third-
party licenses, we would be required to redesign our product or obtain substitute technology, which may not perform as well, be
of lower quality or be more costly. The loss of these licenses or the inability to maintain any of them on commercially
acceptable terms could delay development of future products or the enhancement of existing products. We may also choose to
pay a premium price for such a license in certain circumstances where continuity of the licensed product would outweigh the
premium cost of the license. The unavailability of these licenses or the necessity of agreeing to commercially unreasonable
terms for such licenses could materially adversely affect our business, financial condition, operating results, and cash flows.
Our success depends on our ability to protect our intellectual property rights.
Our business is heavily dependent on our intellectual property. We rely upon a combination of patent, copyright,
trademark and trade secret laws and registrations and non-disclosure and other contractual and license arrangements to protect
our intellectual property rights. The reverse engineering, unauthorized copying, or other misappropriation of our intellectual
property could enable third parties to benefit from our technology without compensating us. Furthermore, the laws of some
foreign jurisdictions do not offer the same protections for our proprietary rights as the laws of the United States, and we may be
subject to unauthorized use of our products in those countries. Legal proceedings to enforce our intellectual property rights
could be burdensome and expensive and could involve a high degree of uncertainty. In addition, legal proceedings may divert
management's attention from growing our business. There can be no assurance that the steps we have taken to protect our
intellectual property rights will be adequate to deter misappropriation of proprietary information, or that we will be able to
detect unauthorized use by third parties and take appropriate steps to enforce our intellectual property rights. The unauthorized
copying or use of our products or proprietary information could result in reduced sales of our products and eventually harm our
operating results.
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Others may claim that we infringe on their intellectual property rights.
We are and may continue to be subject to claims by others, whether valid or not, that our products infringe on their
intellectual property rights, patents, copyrights, or trademarks. These claims, whether or not valid, could require us to spend
significant sums in litigation, pay damages or royalties, delay product shipments, reengineer our products, rename our products
and rebuild name recognition or acquire licenses to such third-party intellectual property. We may not be able to secure any
required licenses on commercially reasonable terms or secure them at all. In some cases, we may have agreed to contract terms
that indemnify our customers and partners if our products or technology infringe or misappropriate specified third party
intellectual property rights; therefore, we could become involved in litigation or claims brought against our customers or
partners if our products or technology are the subject of such allegations. Any of these claims or resulting events could have a
material and adverse impact on our business, operating results, and financial condition.
Risks Related to Our Liquidity and Financial Condition
Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the
covenants that apply to our indebtedness could adversely affect our liquidity and financial condition.
On July 27, 2021, we amended and extended our existing credit facility (Second Amended and Restated Credit
Agreement) with a syndicate of lenders. 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 new credit facility for working capital purposes (including to finance the repurchase of 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. As of the date of this report, we had $100.0 million in outstanding indebtedness under the Second
Amended and Restated Credit Agreement. Our debt level can have negative consequences, including exposing us to future
interest rate risk. We may incur significantly more debt in the future, and there can be no assurance that our cost of funding will
not substantially increase. Our current revolving credit facility also imposes certain restrictions on us; for a more detailed
description please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations." Upon an
event of default, for example, 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
outstanding under the Second Amended and Restated Credit Agreement and enforce certain other remedies under the Second
Amended and Restated Credit Agreement and other loan documents, which would adversely affect our liquidity and financial
condition. If we take on additional indebtedness, the risks described above could increase.
Any failure to meet our debt obligations could damage our business.
Our ability to meet our obligations under the Second Amended and Restated Credit Agreement will depend on market
conditions and our future performance, which is subject to economic, financial, competitive, and other factors beyond our
control. If we are unable to remain profitable, or if we use more cash than we generate in the future, our level of indebtedness at
such time could adversely affect our operations by limiting or prohibiting our ability to obtain financing for additional capital
expenditures, acquisitions and general corporate purposes. In addition, if we are unable to make payments as required under the
Second Amended and Restated Credit Agreement, we would be in default under the terms of the loans, which could seriously
harm our business. If we incur significantly more debt, this could intensify the risks described above.
We may fail to secure necessary additional financing.
Our future success may depend in part on our ability to obtain additional financing to support our continued growth and
operations and any downgrades in our credit rating could affect our ability to obtain additional financing in the future or may
affect the terms of any such financing. If our existing sources of liquidity are insufficient to satisfy our operating requirements,
we may need to seek to raise capital by one or more of the following:
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issuing additional common stock or other equity instruments;
acquiring additional bank debt;
issuing debt securities; or
obtaining lease financings.
However, we may not be able to obtain additional capital when we want or need it, or capital may not be available on
satisfactory terms, including in light of current macroeconomic conditions, such as heightened inflation and increasing interest
rates, stock price volatility, bank failures and the risk of a potential recession. Furthermore, any additional capital may have
terms that adversely affect our business, such as new financial or operating covenants, or that may result in dilution to our
stockholders.
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We expect that existing cash, cash equivalents, marketable securities, cash provided from operations and our bank credit
facilities will be sufficient to meet ongoing cash requirements. However, our failure to generate sufficient cash as our debt
becomes due or to renew credit lines prior to their expiration could materially adversely affect our business, financial condition,
operating results, and cash flows.
Other Risks Related to Our Business
The failure to recruit and retain qualified personnel and plan for and manage the succession of key executives
could hinder our ability to successfully manage our business, which could have a material adverse effect on our financial
position and operating results.
We operate in businesses where there is intense competition for experienced personnel in all our global markets. We
depend on our ability to identify, recruit, hire, train, develop and retain qualified and effective professionals and to attract and
retain talent needed to execute our business strategy. Our future success depends in large part upon our ability to attract, train,
motivate and retain highly skilled employees, particularly executives, sales and marketing personnel, software engineers, and
technical support personnel. The complexity of our products, software systems and services require highly trained
professionals. While we presently have a sophisticated, dedicated and experienced team of employees who have a deep
understanding of our business lines, the labor market for these individuals has historically been very competitive due to the
limited number of people available with the necessary technical skills and understanding. If we are unable to attract and retain
the highly skilled technical personnel that are integral to our sales, marketing, product development and technical support
teams, the rate at which we can generate sales and develop new products or product enhancements may be limited. This
inability could have a material and adverse impact on our business, operating results, and financial condition.
In addition, we must maintain and periodically increase the size of our sales force in order to increase our direct sales and
support our indirect sales channels. Because our products are very technical, salespeople require a comparatively long period of
time to become productive, typically three to twelve months. This lag in productivity, as well as the challenge of attracting
qualified candidates, may make it difficult to meet our sales force growth targets. Further, we may not generate sufficient sales
to offset the increased expense resulting from growing our sales force. If we are unable to maintain and periodically expand our
sales capability, our business, operating results and financial condition could be materially and adversely impacted.
Loss of key personnel could adversely impact our business. Our future success depends to a significant degree on the
skills, experience and efforts of Anil Singhal, our President, Chief Executive Officer, and co-founder, and our other key
executive officers and senior managers to work effectively as a team. Effective succession planning is also important for our
long-term success. Failure to ensure effective transfers of knowledge and smooth transitions involving key employees could
hinder our strategic planning and execution. The loss of one or more of our key personnel could have a material and adverse
impact on our business, operating results, and financial condition. We must, therefore, plan for and manage the succession of
key executives due to retirement, illness, or competitive offers.
Our disclosures, initiatives and goals related to environmental, social, and governance matters expose us to
numerous risks, including risks to our reputation, business, financial performance and growth.
As we identify environmental, social, and governance (ESG) topics for voluntary disclosure, we have expanded, and, in
the future, may continue to expand our disclosures in these areas. Statements about our ESG initiatives and goals, and progress
against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes
that continue to evolve, and assumptions that are subject to change in the future. If our ESG-related data, processes and
reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG goals on a timely basis, or at
all, our reputation, business, financial performance and growth could be adversely affected.
We may not successfully complete acquisitions or integrate acquisitions we do make, which could impair our
ability to compete and could harm our operating results.
We may choose to acquire complementary businesses, products, or technologies to remain competitive or expand our
business. We investigate and evaluate potential acquisitions of complementary businesses, products, and technologies in the
ordinary course of business. We may compete for acquisition opportunities with entities having significantly greater resources
than we have. As a result, we may not succeed in acquiring some or all businesses, products, or technologies that we seek to
acquire. Our inability to effectively consummate acquisitions on favorable terms could significantly impact our ability to
compete effectively in our targeted markets and could negatively affect our results of operations.
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Acquisitions that we do complete could adversely impact our business. The potential adverse consequences from
acquisitions include:
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the potentially dilutive issuance of common stock or other equity instruments;
the incurrence of debt and amortization expenses related to acquired intangible assets;
the potential litigation or other claims in connection with an acquisition;
the incurrence of significant costs and expenses to complete the acquisition and integrate the acquired business; and
the potentially negative impact of poor performance of an acquisition on our earnings per share.
Acquisition transactions also involve numerous business risks. These risks from acquisitions include:
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difficulties in assimilating the acquired operations, technologies, personnel and products;
difficulties in assimilating diverse financial reporting and management information systems as well as differing
ordering processes and customer relationship management systems;
use of cash to pay for acquisitions that may limit other potential uses of our cash, including stock repurchases and
repayment of outstanding indebtedness;
substantial accounting charges for restructuring and related expenses, write-off of in-process research and
development, impairment of goodwill, amortization or impairment of intangible assets and share-based compensation
expense;
the potential loss of key employees, customers, distributors or suppliers; and
the inability to generate sufficient revenue to offset acquisition or investment costs.
If we are not able to successfully manage these issues, the anticipated benefits and efficiencies of the acquisitions may
not be realized fully or at all, or may take longer to realize than expected, and our ability to compete, our revenue and gross
margins and our results of operations may be adversely affected.
We face significant competition from other technology companies.
The service assurance, application performance management, network security, cybersecurity and business intelligence
markets are highly competitive, rapidly evolving, and fragmented markets that have overlapping technologies and competitors,
both large and small, and we expect competition on solutions offerings and pricing to increase. We believe customers make
service management system, network security, cybersecurity and business intelligence purchasing decisions based primarily
upon the following factors:
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product and service performance, functionality and price;
timeliness of new product and service introductions;
network capacity;
ease of installation, integration, and use;
customer service and technical support;
name and reputation of vendor;
quality and value of the product and services; and
alliances with industry partners.
We compete with a large and growing number of providers of service assurance, application performance management
solutions, network security offerings and network traffic analyzers and probes, as well as with providers of business intelligence
services. In addition, leading network equipment, network security and service assurance and application technology vendors
offer their own management solutions, including products which they license from other competitors. Some of our current and
potential competitors have greater name recognition and substantially greater financial, management, marketing, service,
support, technical, distribution and other resources than we do. In addition, some of our customers develop their own in-house
solutions to meet their technological needs. Further, in recent years some of our competitors have been acquired by larger
companies that are seeking to enter or expand in the markets in which we operate. We expect this trend to continue as
companies attempt to strengthen or maintain their market positions in an evolving industry. Therefore, given their larger size
and greater resources, our competitors may be able to respond more effectively than we can to new or changing opportunities,
technologies, standards and customer requirements.
As a result of the competitive factors highlighted in this section and in other risk factors, including the introduction of
disruptive technologies, we may not be able to compete effectively with our current or future competitors. If we are unable to
anticipate or react to these competitive challenges or if existing or new competitors gain market share in any of our markets, our
competitive position could weaken and we could experience a decline in our sales that could adversely affect our business and
operating results. This competition could result in increased pricing pressure, reduced profit margins, increased sales and
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marketing expenses, and failure to increase, or the loss of market share, any of which would likely have a material and adverse
impact on our business, operating results and financial condition.
Uncertainties of regulation of the Internet and data traveling over the Internet could have a material and adverse
impact on our financial condition and results of operations.
We could be materially adversely affected by increased regulation of the Internet and Internet commerce in any country
where we operate, as well as access to or commerce conducted on the Internet. Further, governments may change or increase
regulation or restriction of sales, licensing, distribution, and exporting or importing of certain technologies to certain countries.
The adoption of additional regulation of the Internet and Internet commerce could decrease demand for our products, and, at the
same time, increase the cost of selling our products, which could have a material and adverse effect on our financial condition
and results of operations.
We are subject to stringent and evolving U.S. state, local, and foreign laws, regulations, rules, contractual
obligations, policies, and other obligations related to data privacy and security. Our actual, or perceived failure to
comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties;
disruptions of our business, results of operations; reputational harm; loss of revenue or profits; and other adverse
business consequences.
Our data processing activities may subject us to numerous data privacy and security obligations, such as various laws,
regulations, external and internal privacy and security policies, contractual requirements, and other obligations relating to data
privacy and security. The regulatory framework for data privacy and security issues worldwide is rapidly evolving, and as a
result, legal requirements and enforcement practices are likely to continue to evolve. In many jurisdictions, enforcement
activities and consequences for noncompliance are rising.
In the United States, federal, state, and local governments have enacted numerous data privacy and security laws,
including data breach notification laws, personal information privacy laws, consumer protection laws, and other similar laws
that in some instances are not consistent with laws of other jurisdictions. Additionally, laws in all states and U.S. territories
require businesses to notify affected individuals, governmental entities, and/or credit reporting agencies of certain security
breaches affecting personal information. Compliance with these laws in the event of a widespread data breach is complex and
costly and additional compliance measures will require investment and potential changes to our business process. Furthermore,
under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. Our
inability or failure to do so could result in adverse consequences.
Outside the United States, an increasing number of laws, regulations, and industry standards may govern data privacy
and security. These obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and
creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations,
which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to
devote significant resources and may necessitate changes to our services, information technologies, systems, and practices and
to those of any third parties that process personal information on our behalf.
In addition, we may be unable to transfer personal information from Europe and other jurisdictions to the United States or
other countries due to data localization requirements or limitations on cross-border data flows. Europe and other jurisdictions
have enacted laws requiring data to be localized or limiting the transfer of personal information to other countries. In particular,
the European Economic Area (EEA) and the United Kingdom (UK) have significantly restricted the transfer of personal
information to the United States and other countries whose data privacy and security laws it believes are inadequate. Although
there are currently various mechanisms that may be used to transfer personal information from the EEA and UK to the United
States in compliance with law, such as the EEA and UK’s standard contractual clauses, these mechanisms are subject to legal
challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal information to
the United States. If there is no lawful manner for us to transfer personal information from the EEA, the UK, or other
jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face
significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all
of our data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, fines and
penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our
processing or transferring of personal information necessary to operate our business. Additionally, companies that transfer
personal information out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased
scrutiny from regulators, individual litigants, and industry groups.
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In addition to data privacy and security laws, we are also bound by contractual obligations related to data privacy and
security, and our efforts to comply with such obligations may not be successful.
We publish privacy policies, marketing materials, and other statements, such as compliance with certain certifications or
self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be
deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation,
enforcement actions by regulators, or other adverse consequences.
If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data
privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement
actions; litigation; additional reporting requirements and/or oversight; bans on processing personal information; and orders to
destroy or not use personal information. Any of these events could have a material adverse effect on our reputation, business,
or financial condition, including but not limited to, loss of customers, inability to process personal information or to operate in
certain jurisdictions, limited ability to develop or commercialize our products, expenditure of time and resources to defend any
claim or inquiry, adverse publicity, or substantial changes to our business model or operations.
If we violate the U.S. Foreign Corrupt Practices Act or applicable anti-bribery laws in other countries, or if we fail
to comply with U.S. export controls and government contracting laws, our business could be harmed.
A material portion of our revenue is derived from international sales. We must comply with foreign and U.S. laws and
regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other local laws prohibiting corrupt
payments to government officials and others, as well as anti-competition regulations.
The U.S. Foreign Corrupt Practices Act (FCPA), generally prohibits U.S. companies and their intermediaries from
making corrupt payments to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable
treatment and requires companies to maintain appropriate record-keeping and internal accounting practices to accurately reflect
the transactions of the company. Under the FCPA, U.S. companies may be held liable for actions taken by agents or local
partners or representatives. In addition, regulators may seek to hold us liable for successor liability FCPA violations committed
by companies which we acquire. We are also subject to the U.K. Bribery Act and may be subject to anti-corruption laws of
other countries in which we do business.
In addition to anti-bribery and anti-corruption laws, we are also subject to the export and re-export control laws of the
U.S., including the U.S. Export Administration Regulations (EAR) and the office of Foreign Asset Control (OFAC), as well as
to U.S. government contracting laws, rules and regulations, and may be subject to government contracting laws of other
countries in which we do business. If we or our distributors, resellers, agents, or other intermediaries fail to comply with the
FCPA, the EAR, OFAC or U.S. government contracting laws, or the anti-corruption, export or governmental contracting laws
of other countries, governmental authorities in the U.S. or other countries could seek to impose civil and/or criminal penalties,
which could have a material adverse effect on our business, results of operations, financial conditions and cash flows.
Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our
business conduct and on our ability to offer our products and services in one or more countries. Such violations could also
adversely affect our reputation with existing and prospective customers, which could negatively impact our operating results
and growth prospects.
General Risk Factors
Our actual operating results may differ significantly from our guidance.
We generally release guidance regarding our future performance on our quarterly earnings conference calls, quarterly
earnings releases, and otherwise. Such guidance, which includes forward-looking statements, reflects our management’s
estimates as of the date of release and is based on projections prepared by our management. We may also decide not to release,
or to defer, issuing guidance, where such guidance might not be appropriate or when we do not have sufficient visibility or
clarity to issue such guidance. In those situations, we expect to communicate our reasons for not releasing or deferring release
of guidance.
Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are
inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond
our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The
principal reason that we release guidance is to provide a basis for our management to discuss our business outlook with analysts
and investors. We are not responsible for any projections or reports published by any such analysts or investors.
27
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the
guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an
estimate of what management believes is realizable as of the date of release. Actual results may vary from our guidance and the
variations may be material. In light of the foregoing, investors are urged not to rely solely upon our guidance in making an
investment decision regarding our common stock.
Any failure to successfully implement or execute our operating strategy or the occurrence of any of the events or
circumstances set forth in this "Risk Factors" section in this report could result in the actual operating results being different
from our guidance, and the differences may be adverse and material.
Our effective tax rate may fluctuate, which could increase our income tax expense and reduce our net income.
Our effective tax rate or the taxes we owe could be adversely affected by several factors, many of which are outside of
our control, including:
•
•
•
•
•
•
•
•
changes in the relative proportions of revenues and income before taxes in the various jurisdictions in which we
operate that have differing statutory tax rates;
changing tax laws, regulations, and interpretations in multiple jurisdictions in which we operate as well as the
requirements of certain tax rulings;
changes in the research and development tax credit laws;
earnings being lower than anticipated in jurisdictions where we have lower statutory rates and being higher than
anticipated in jurisdictions where we have higher statutory rates;
the valuation of generated and acquired deferred tax assets and the related valuation allowance on these assets;
transfer pricing adjustments;
the tax effects of purchase accounting for acquisitions and restructuring charges that may cause fluctuations between
reporting periods; and
tax assessments or any related tax interest or penalties that could significantly affect our income tax expense for the
period in which the settlements take place.
We are subject to income taxes in the United States and in numerous foreign jurisdictions. From time to time, we may
receive notices that a tax authority in a particular jurisdiction believes that we owe a greater amount of tax than we have
reported to such authority. While we regularly assess the likelihood of adverse outcomes from such examinations and the
adequacy of our provision for income taxes, there can be no assurance that such provision is sufficient and that a determination
by a tax authority will not have an adverse effect on our results of operations. An adverse change in our effective tax rate could
have a material and adverse effect on our financial condition and results of operations and the price of our common stock could
decline if our financial results are materially affected by an adverse change in our effective tax rate.
We may be impacted by changes in taxation, trade, and other regulatory requirements.
We are subject to income tax in local, national, and international jurisdictions. In addition, our products are subject to
import and excise duties and/or sales or value-added taxes (VAT) in many jurisdictions. We are also subject to the examination
of our tax returns and other tax matters by the Internal Revenue Service and other tax authorities and governmental bodies. We
regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our
provision for taxes. Additionally, changes in or the improper application of import and excise duties and or sales taxes or VAT
may negatively impact our operating results. There can be no assurance as to the outcome of these examinations. Fluctuations in
tax rates and duties, changes in tax legislation or regulation or adverse outcomes of these examinations could have a material
adverse effect on our results of operations, financial condition, and cash flows.
There is increased uncertainty with respect to tax policy and trade relations between the U.S. and other countries. Major
developments in tax policy or trade relations, such as the imposition of unilateral tariffs or international sanctions on imported
products, could have a material adverse effect on our results of operations, financial condition, and cash flows.
Foreign currency exchange rates may adversely affect our financial statements.
A material portion of our revenue is derived from international operations. Our consolidated financial results are reported
in U.S. dollars. Most of the revenue and expenses of our foreign subsidiaries are denominated in local currencies. Given that
cash is typically received over an extended period of time for many of our license and support agreements and given that a
material portion of our revenue is generated outside of the United States, fluctuations in foreign exchange rates (including the
Euro) against the U.S. dollar could result in substantial changes in reported revenues and operating results due to the foreign
exchange impact upon translation of these transactions into U.S. dollars.
28
In the normal course of business, we employ various hedging strategies to partially mitigate these risks, including the use
of derivative instruments. These strategies may not be effective in fully protecting us against the effects of fluctuations from
movements in foreign exchange rates, including the increased volatility in foreign exchange rates relating to the COVID-19
pandemic, the war in Ukraine and future global pandemics and other events. Fluctuations of the foreign exchange rates could
materially adversely affect our business, financial condition, operating results, and cash flow.
Additionally, sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies
relative to the U.S. dollar and may adversely affect our financial statements. Increased strength of the U.S. dollar increases the
effective price of our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely
affect sales. Decreased strength of the U.S. dollar could adversely affect the cost of materials, products, and services we
purchase overseas. Sales and expenses of our non-U.S. businesses are also translated into U.S. dollars for reporting purposes
and the strengthening or weakening of the U.S. dollar could result in unfavorable translation effects. In addition, we may
invoice customers in a currency other than the functional currency of our business, and movements in the invoiced currency
relative to the functional currency could also result in unfavorable translation effects. We also face exchange rate risk from our
investments in subsidiaries owned and operated in foreign countries.
Our estimates and judgments related to critical accounting policies could be inaccurate.
We consider accounting policies related to revenue recognition, and valuation of goodwill, intangible assets and other
acquisition accounting items to be critical in fully understanding and evaluating our financial results. Management makes
judgments and creates estimates when applying these policies. These estimates and judgments affect, among other things, the
reported amounts of our assets, liabilities, revenue and expenses, the amounts of charges accrued by us, and related disclosure
of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances and at the time they are made. If our estimates or the assumptions underlying
them are not correct, actual results may differ materially from our estimates and we may need to, among other things, accrue
additional charges or impair assets that could adversely impact our business. As a result, our operating results and financial
condition could be materially and adversely impacted in future periods.
Our disclosure controls and procedures and internal control over financial reporting may not be effective.
Our disclosure controls and procedures and internal control over financial reporting may not prevent all material errors
and intentional misrepresentations. Any system of internal control can only provide reasonable assurance that all control
objectives are met. Some of the potential risks involved could include, but are not limited to, management judgments, simple
errors or mistakes, misinterpretation, and willful misconduct regarding controls. Under Section 404 of the Sarbanes-Oxley Act,
we are required to evaluate and determine the effectiveness of our internal control over financial reporting. Compliance with
this provision requires management's attention and expense. Management's assessment of our internal control over financial
reporting may or may not identify weaknesses that need to be addressed in our internal control system. If we are unable to
conclude that our internal control over financial reporting is effective, investors could lose confidence in our reported financial
information which could have an adverse effect on the market price of our stock or impact our borrowing ability. In addition,
changes in operating conditions and changes in compliance with policies and procedures currently in place may result in
inadequate disclosure controls and procedures and internal control over financial reporting in the future.
Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, which may
be volatile and due to factors beyond our control.
The market price of our common stock is subject to wide fluctuations in response to various factors, some of which are
beyond our control. In addition to the factors discussed in this "Risk Factors" section and elsewhere in this report, factors that
could cause fluctuations in the market price of our common stock include the following:
•
•
•
•
•
•
ratings changes by any securities analysts who follow our company;
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint
ventures, or capital commitments;
changes in operating performance and stock market valuations of other technology companies generally, or those in
our industry in particular;
changes in accounting standards, policies, guidelines, interpretations, or principles;
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape
generally;
developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party
proprietary rights;
29
•
•
•
•
•
•
cybersecurity attacks or incidents;
announced or completed acquisitions of businesses or technologies by us or our competitors;
changes in our board of directors or management;
announced or completed equity or debt transactions involving our securities;
sales of shares of our common stock by us, our officers, directors, or other stockholders; and
other events or factors, including those resulting from global and macroeconomic conditions, including heightened
inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as
public health crises, the war in Ukraine or other wars and related geopolitical tension, incidents of terrorism, or
responses to these events.
In addition, the market for technology stocks and the stock markets in general have experienced extreme price and
volume fluctuations. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to
the operating performance of those companies. In the past, stockholders have instituted securities class action litigation
following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial
costs, divert resources and the attention of management from our business, and adversely affect our business, results of
operations, financial condition, and cash flows. A decline in the value of our common stock, including as a result of one or
more factors set forth above, may result in substantial losses for our stockholders.
30
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our headquarters are located in Westford, MA, in approximately 175,000 square feet of space under a lease expiring in
September 2030. In addition, we lease office and/or manufacturing space in other locations globally with some of the more
significant locations from a cost or size perspective being in Allen, Texas; San Jose, California; Ann Arbor, Michigan;
Colorado Springs, Colorado; Bangalore, India; Pune, India; and Shanghai, China.
Item 3. Legal Proceedings
For information regarding legal proceedings, refer to Note 18, Commitments and contingencies to the Consolidated
Financial Statements included in Part IV, Item 15 of this report.
Item 4. Mine Safety Disclosures
None.
31
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Market Information
Our common stock trades on the Nasdaq Global Select Market, under the symbol NTCT.
Stockholders
At May 8, 2023, we had 82 stockholders of record. We believe that the number of beneficial holders of our common
stock exceeds 15,000.
Stock Performance Graph
This performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of NetScout under
the Exchange Act or the Securities Act of 1933, as amended.
The Stock Performance Graph set forth below compares the yearly change in the cumulative total stockholder return on
our common stock during the five-year period from March 31, 2018 through March 31, 2023 with the cumulative total return of
the Nasdaq Composite Index and the Nasdaq U.S. Benchmark Computer Services TR Index. The Nasdaq U.S. Benchmark
Computer Services TR Index replaces the Nasdaq Computer and Data Processing Index in this analysis and going forward, as
the Nasdaq Computer and Data Processing Index data is no longer available. The Nasdaq Computer and Data Processing Index
has been included with data through March 31, 2022. The comparison assumes $100 was invested on March 31, 2018 in our
common stock or in the Nasdaq Composite Index, the Nasdaq U.S. Benchmark Computer Services TR Index, or the Nasdaq
Computer and Data Processing Index, as applicable, and assumes reinvestment of dividends, if any.
32
The stock price performance shown on the graph below is not necessarily indicative of future price performance.
Information used in the graph was obtained from Zacks Investment Research, Inc.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Assumes Initial Investment of $100
$300
$250
$200
$150
$100
$50
$0
3/18
3/19
3/20
3/21
3/22
3/23
NetScout Systems, Inc.
NASDAQ Composite – Total Returns
NASDAQ Computer and Data Processing Index
NASDAQ US Benchmark Computer Services TR Index
NetScout Systems, Inc.
Nasdaq Composite – Total Returns
Nasdaq Computer and Data Processing Index
Nasdaq US Benchmark Computer Services
TR Index
3/31/2018
100.00
100.00
100.00
100.00
$
$
$
$
3/31/2019
106.53
110.63
110.12
105.66
$
$
$
$
3/31/2020
89.83
111.40
122.32
92.83
$
$
$
$
3/31/2021
106.87
193.16
204.54
145.15
$
$
$
$
$
$
$
$
3/31/2022
121.73
208.72
215.57
3/31/2023
108.70
181.00
$
$
N/A
149.52
$
125.68
Dividend Policy
In fiscal years 2023 and 2022, we did not declare any cash dividends. In addition, the terms of our credit facility limit our
ability to pay cash dividends on our capital stock. It is our intention to retain all future earnings for reinvestment to fund our
expansion and growth, to pay down our debt, and to fund our stock buyback program further described under "Liquidity and
Capital Resources" in Item 7. Any future cash dividend declaration will be at the discretion of our Board of Directors and will
depend upon, among other things, our future earnings, general financial conditions, capital requirements, existing bank
covenants and general business conditions.
Recent Sales of Unregistered Securities
None.
33
Purchases of Equity Securities by the Issuer
The following table provides information about purchases we made during the quarter ended March 31, 2023 of equity
securities that are registered by us pursuant to Section 12 of the Exchange Act:
1/1/2023 - 1/31/2023
2/1/2023 - 2/28/2023
3/1/2023 - 3/31/2023
Total
Total Number
of Shares
Purchased (1)
1,483
Average Price
Paid per Share
32.13
$
3,522
1,704
6,709
$
31.54
27.97
30.76
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
—
—
—
—
1,209,153
1,209,153
1,209,153
1,209,153
(1) We purchased an aggregate of 6,709 shares transferred to us from employees in satisfaction of 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 October 24, 2017 (2017 Share Repurchase Program) currently in effect, or the additional 25 million share
repurchase program authorized on May 3, 2022 (2022 Share Repurchase Program).
Item 6. [Reserved]
34
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the audited consolidated financial information and the
notes thereto included in this Annual Report on Form 10-K. In addition to historical information, the following discussion and
other parts of this Annual Report contain forward-looking statements that involve risks and uncertainties. You should not place
undue reliance on these forward-looking statements. Actual events or results may differ materially due to competitive factors
and other factors discussed in Item 1A. "Risk Factors" and elsewhere in this Annual Report. These factors may cause our actual
results to differ materially from any forward-looking statement. See the section titled "Cautionary Statement Concerning
Forward-Looking Statements" that appears at the beginning of this Annual Report.
Overview
We are an industry leader with over three 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 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.
In response to the Russian military operations in Ukraine, we have ceased business operations in Russia, including sales,
support on existing contracts and professional services. The United States and other countries have imposed sanctions on Russia
that could impact our future revenue streams. These events did not have a material impact on our financial statements for the
fiscal year ended March 31, 2023. We will continue to monitor the impact of these events on all aspects of our business.
Global and Macroeconomic Conditions
We continue to closely monitor current global and macroeconomic conditions, including the impact of the war in
Ukraine, global geopolitical tension, stock market volatility, exchange rate fluctuations, rising inflation and 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 impacts of these global and macroeconomic conditions
remain uncertain. For the fiscal year ended March 31, 2023, we observed that technology and project spending resumed and we
focused on advancing our products, growing revenue, enhancing earnings per share, and generating free cash flow.
Though we continue to monitor these impacts, 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 and marketable securities and borrowing availability under our 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. We continue to take actions to manage costs and increase
productivity throughout our company but will invest in areas that advance our business for the future. In addition to our cash
equivalents, based on covenant levels at March 31, 2023, we had, as of March 31, 2023, an incremental $700 million available
to us under our revolving credit facility.
Results Overview
Total revenue increased $59.0 million for the fiscal year ended March 31, 2023 as compared to total revenue for the fiscal
year ended March 31, 2022. Although both our service assurance and cybersecurity businesses contributed to the growth, it was
35
primarily driven by an increase in service assurance radio frequency propagation modeling projects for Tier 1 North American
service provider customers, which was partially offset by a decrease in revenue from other service assurance offerings.
Our gross profit percentage increased by one percentage point to 76% during the fiscal year ended March 31, 2023 as
compared with the fiscal year ended March 31, 2022.
Net income for the fiscal year ended March 31, 2023 was $59.6 million, as compared with income for the fiscal year
ended March 31, 2022 of $35.9 million, an increase of $23.7 million. The increase in net income was primarily due to a $59.0
million increase in revenue, an $8.5 million decrease in amortization of intangible assets, a $5.6 million decrease in
commissions expense, a $4.6 million decrease in direct material costs, a $4.6 million increase in interest income, a $2.8 million
decrease in inventory obsolescence charges, a $1.5 million decrease in depreciation expense, a $1.2 million decrease in
advertising expense, a $1.2 million decrease in the provision for allowance in credit losses, and a $1.0 million decrease in legal-
related expenses. These increases to net income were partially offset by a $16.4 million increase in costs to deliver radio
frequency propagation modeling projects, a $12.1 million increase in expenses related to trade shows, user conferences and
other events, a $9.4 million increase in travel expense attributable to the lifting of COVID-19 related restrictions, an $8.3
million increase in employee-related expenses, a $3.0 million increase in other marketing related expenses, a $2.6 million
increase in foreign exchange expense, a $2.2 million increase in interest expense, a $1.8 million increase in restructuring
expense, a $1.7 million increase from income tax expense, a $1.4 million increase from the change in fair value of a derivative
instrument, and a $1.1 million increase in business tax expenses.
At March 31, 2023, we had cash, cash equivalents, and marketable securities (current and non-current) of $427.9 million.
This represents a decrease of $275.3 million compared to the fiscal year ended March 31, 2022. This decrease was primarily
due to $250.0 million used to repay long-term debt, $150.0 million used in treasury stock repurchases under an ASR program,
$19.4 million used for tax withholdings on restricted stock units, and $10.5 million used for capital expenditures. These
decreases were partially offset by $156.7 million of net cash provided by operations during the fiscal year ended March 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 revenue, 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 revenue eliminates the GAAP effects of acquisitions by
adding back revenue related to deferred revenue revaluation. Non-GAAP gross profit removes the aforementioned revenue
adjustments and also 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 business development and integration expense, compensation for post-combination services, legal expenses related to
a civil judgment, restructuring charges, and transitional service agreement expenses. Non-GAAP net income removes the
foregoing adjustments related to non-GAAP income from operations, and also removes loss on extinguishment of debt, change
in fair value of contingent consideration, and 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
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.
36
The following table reconciles revenue, gross profit, income from operations, net income and net income per share on a
GAAP and non-GAAP basis for the fiscal years ended March 31, 2023, 2022 and 2021:
$
$
$
$
$
$
$
Fiscal Year Ended March 31,
(Dollars in Thousands, Except per Share Data)
$
$
$
$
$
$
$
2023
914,530
—
914,530
691,432
—
8,415
9,284
22
709,153
77,664
—
61,986
64,674
—
—
1,782
241
—
476
206,823
59,648
—
61,986
64,674
—
—
1,782
241
—
—
1,380
476
$
$
$
$
$
$
$
2022
855,575
—
855,575
641,389
—
7,042
13,385
24
661,840
48,634
—
56,074
73,126
(5)
2
—
254
814
1,100
179,999
35,874
—
56,074
73,126
(5)
2
—
254
596
(837)
—
1,100
(30,626)
(27,796)
2021
831,282
6
831,288
609,185
6
6,861
19,058
23
635,133
37,130
6
51,892
80,189
2
251
62
242
215
2,804
172,793
19,352
6
51,892
80,189
2
251
62
242
—
—
—
2,804
(28,977)
$
159,561
$
138,388
$
125,823
GAAP revenue
Service deferred revenue fair value adjustment
Non-GAAP revenue
GAAP gross profit
Service deferred revenue fair value adjustment
Share-based compensation expense
Amortization of acquired intangible assets
Acquisition related depreciation expense
Non-GAAP gross profit
GAAP income from operations
Service deferred revenue fair value adjustment
Share-based compensation expense
Amortization of acquired intangible assets
Business development and integration expense
Compensation for post-combination services
Restructuring charges
Acquisition related depreciation expense
Transitional service agreement expense
Legal judgments expense
Non-GAAP income from operations
GAAP net income
Service deferred revenue fair value adjustment
Share-based compensation expense
Amortization of acquired intangible assets
Business development and integration expense
Compensation for post-combination services
Restructuring charges
Acquisition-related depreciation expense
Loss on extinguishment of debt
Change in fair value of contingent consideration
Change in fair value of derivative instrument
Legal judgments expense
Income tax adjustments
Non-GAAP net income
37
GAAP diluted net income per share
Per share impact of non-GAAP adjustments identified above
Non-GAAP diluted net income per share
GAAP income from operations
Previous adjustments to determine non-GAAP income from operations
Non-GAAP income from operations
Depreciation excluding acquisition related
Non-GAAP EBITDA from operations
$
$
$
Fiscal Year Ended March 31,
(Dollars in Thousands, Except per Share Data)
2023
2022
2021
$
$
$
0.82
1.36
2.18
77,664
129,159
206,823
21,003
$
$
$
0.48
1.36
1.84
48,634
131,365
179,999
22,404
0.26
1.44
1.70
37,130
135,663
172,793
25,397
$
227,826
$
202,403
$
198,190
Critical Accounting Policies and Estimates
We consider accounting policies and estimates related to revenue recognition, and valuation of goodwill, intangible assets
and other acquisition accounting items to be critical in fully understanding and evaluating our financial results. We apply
significant judgment and create estimates when applying these policies.
Revenue Recognition
We exercise judgment and use estimates in connection with determining the amounts of product and service revenues to
be recognized in each accounting period.
We derive 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. Our 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.
We account 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 us 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 we deem 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 our customers, in an amount that
reflects the consideration we expect 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. Our 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. We generally provide 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, our 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.
38
Bundled arrangements are concurrent customer purchases of a combination of our product and service offerings that may
be delivered at various points in time. We allocate 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. We use a range of amounts to estimate SSP for each of the products and services sold, based
primarily on the performance obligation's historical pricing. We also consider our overall pricing objectives and practices across
different sales channels and geographies, and market conditions. Generally, we have established SSP for a majority of our
service performance obligations based on historical standalone sales. In certain instances, we have 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. We review sales of the product performance obligations on a
quarterly basis and update, when appropriate, SSP for such performance obligations to ensure that it reflects recent pricing
experience. Our products are distributed through our 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. We record consideration given to a customer as a reduction of
revenue to the extent we have recorded revenue from the customer. With limited exceptions, our return policy does not allow
product returns for a refund. Returns have been insignificant to date. In addition, we have a history of successfully collecting
receivables from our resellers and distributors.
Valuation of Goodwill, Intangible Assets and Other Acquisition Accounting Items
We amortize acquired definite-lived intangible assets over their estimated useful lives. Goodwill and other indefinite-
lived intangible assets are not amortized but subject to annual impairment tests; more frequently if events or circumstances
occur that would indicate a potential decline in their fair value. We perform the assessment annually during the fourth quarter
and on an interim basis if potential impairment indicators arise.
Reporting units are determined based on the components of a company's operating segments that constitute a business for
which financial information is available and for which operating results are regularly reviewed by segment management. We
have one reporting unit.
To test impairment, we first assess qualitative factors to determine whether the existence of events and circumstances
indicate that it is more likely than not that the intangible asset is impaired. If based on our qualitative assessment it is more
likely than not that the fair value of the intangible asset is less than its carrying amount, quantitative impairment testing is
required. However, if we conclude otherwise, quantitative impairment testing is not required. We performed our annual
impairment analysis for goodwill at January 31, 2023 using the qualitative (Step 0) assessment, and we concluded that it was
more likely than not that the fair value of the reporting unit exceeded its carrying value.
The acquisition method of accounting requires an estimate of the fair value of the assets and liabilities acquired as part of
these transactions. In order to estimate the fair value of acquired intangible assets, we use either an income, market or cost
method approach. The contingent purchase consideration represents amounts deposited into escrow accounts, which were
established to cover damages we may have suffered related to any liabilities that we did not agree to assume or as a result of the
breach of representations and warranties of the sellers as described in the acquisition agreements. We did not complete any
acquisitions during the three years ended March 31, 2023, 2022, and 2021.
39
Comparison of Years Ended March 31, 2023 and 2022
The sections that follow discuss our consolidated statement of operations data for the fiscal years ended March 31, 2023
and March 31, 2022 including results as a percentage of revenue for those periods. For a discussion of (i) our consolidated
statement of operations data for the fiscal year ended March 31, 2021 including results as a percentage of revenue for that
period, as well as (ii) our liquidity and capital resources for the fiscal year ended March 31, 2021, see "Comparison of Years
Ended March 31, 2022 and 2021" and "Liquidity and Capital Resources" in Part II, Item 7 of our Annual Report on Form 10-K
for the fiscal year ended March 31, 2022, filed with the SEC on May 19, 2022 (our 2022 Annual Report).
Results of Operations
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 fiscal
year ended March 31, 2023, one direct customer, Verizon, accounted for more than 10% of our total revenue, while no indirect
channel partners accounted for more than 10% of our total revenue. During the fiscal year ended March 31, 2022, no direct
customer or indirect channel partner accounted for more than 10% of our total revenue.
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
Change
% of
Revenue
% of
Revenue
$
%
$
$
450,793
463,737
914,530
49 % $
410,121
51
445,454
48 % $
52
100 % $
855,575
100 % $
40,672
18,283
58,955
10 %
4 %
7 %
Revenue:
Product
Service
Total revenue
Product. The 10%, or $40.7 million, increase in product revenue compared with the same period last year was primarily
due to an increase in revenue from our radio frequency propagation modeling projects from service provider customers,
partially offset by a decrease in revenue from other service assurance offerings.
Service. The 4%, or $18.3 million, increase in service revenue compared with the same period last year was primarily due
to an increase in revenue from maintenance contracts.
Total revenue by geography was as follows:
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
Change
% of
Revenue
% of
Revenue
$
583,482
64 % $
501,043
59 % $
$
82,439
%
16 %
United States
International:
Europe
Asia
Rest of the world
Subtotal international
145,678
61,685
123,685
331,048
16
7
13
36
165,190
64,968
124,374
354,532
19
8
14
41
(19,512)
(3,283)
(689)
(23,484)
(12)%
(5)%
(1)%
(7)%
7 %
Total revenue
$
914,530
100 % $
855,575
100 % $
58,955
United States revenue increased 16%, or $82.4 million, compared with the same period last year primarily due to an
increase in revenue from service assurance offerings, including radio frequency propagation modeling projects. International
revenue decreased 7%, or $23.5 million, compared to the same period last year primarily driven by lower revenue from service
assurance offerings.
40
Total revenue by product line was as follows:
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
Change
% of
Revenue
% of
Revenue
$
%
Revenue:
Service assurance
Cybersecurity
Total revenue
$
$
678,709
235,821
914,530
74 % $
622,957
26
232,618
73 % $
55,752
27
3,203
100 % $
855,575
100 % $
58,955
9 %
1 %
7 %
The 9%, or $55.8 million, increase in revenue from the service assurance product line was largely due to an increase in
revenue from radio frequency propagation modeling projects from service provider customers.
Cost of Revenue and Gross Profit
Cost of product revenue consists primarily of material components, 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.
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
Change
% of
Revenue
% of
Revenue
$
%
Cost of revenue:
Product
Service
$
94,868
128,230
Total cost of revenue
$ 223,098
10 % $
90,730
14
123,456
24 % $ 214,186
11 % $
14
25 % $
4,138
4,774
8,912
5 %
4 %
4 %
Gross profit:
Product $
$ 355,925
39 % $ 319,391
37 % $
36,534
11 %
Product gross profit %
79 %
78 %
1 %
Service $
$ 335,507
37 % $ 321,998
38 % $
13,509
Service gross profit %
72 %
Total gross profit $
$ 691,432
Total gross profit %
76 %
72 %
$ 641,389
75 %
— %
$
50,043
1 %
4 %
8 %
Product. The 5%, or $4.1 million, increase in cost of product revenue for the fiscal year ended March 31, 2023 compared
to the same period last year was primarily due to a $16.4 million increase in costs related to the delivery of radio frequency
propagation modeling projects, and a $0.8 million increase in overhead costs. These increases were partially offset by a $4.6
million decrease in direct material costs, a $4.1 million decrease in the amortization of intangible assets, a $2.8 million decrease
in obsolescence charges, and a $1.2 million decrease in employee-related costs associated with the timing of certain projects.
The product gross profit percentage increased by one percentage point to 79% during the fiscal year ended March 31, 2023 as
compared to the same period in the prior year. The 11%, or $36.5 million, increase in product gross profit, corresponds with the
10%, or $40.7 million, increase in product revenue, partially offset by the 5%, or $4.1 million, increase in cost of product
revenue.
Service. The 4%, or $4.8 million, increase in cost of service revenue for the fiscal year ended March 31, 2023 compared
to the same period last year was primarily due to a $3.6 million increase in employee-related expenses largely due to costs
associated with the timing of certain projects as well as an increase in variable incentive compensation, a $0.7 million increase
in travel expense primarily attributable to the lifting of COVID-19 restrictions, and a $0.6 million increase in overhead costs.
These increases were partially offset by a $0.6 million decrease in contractor fees. The service gross profit percentage remained
41
flat at 72% during the fiscal year ended March 31, 2023 compared to the same period in the prior year. The 4%, or $13.5
million, increase in service gross profit corresponds with the 4%, or $18.3 million, increase in service revenue, partially offset
by the 4%, or $4.8 million, increase in cost of services revenue.
Gross profit. Our gross profit increased 8%, or $50.0 million, for the fiscal year ended March 31, 2023 compared to the
same period last year. This increase is attributable to the 7%, or $59.0 million, increase in revenue, partially offset by the 4%, or
$8.9 million, increase in cost of revenue. The gross margin percentage increased by one percentage point to 76% during the
fiscal year ended March 31, 2023 compared to the same period in the prior year.
Operating Expenses
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
Change
Research and development
$
176,173
Sales and marketing
General and administrative
Amortization of acquired
intangible assets
Restructuring charges
276,913
103,510
55,390
1,782
% of
Revenue
19
30
11
6
—
% of
Revenue
$
171,131
20 % $
264,191
97,692
59,741
—
31
11
7
—
Total operating expenses
$
613,768
66 % $
592,755
69 % $
$
5,042
12,722
5,818
(4,351)
1,782
21,013
%
3 %
5 %
6 %
(7)%
100 %
4 %
Research and development. Research and development expenses consist primarily of personnel expenses, fees for outside
consultants, overhead and related expenses associated with the development of new products and the enhancement of existing
products.
The 3%, or $5.0 million, increase in research and development expenses for the fiscal year ended March 31, 2023
compared to the same period last year was primarily due to a $3.8 million increase in employee-related costs due to an increase
in variable incentive compensation, a $1.2 million increase in travel expenses primarily attributable to the lifting of COVID-19
related restrictions, a $0.6 million increase in overhead costs, and a $0.5 million increase in expenses related to other events.
These increases were partially offset by a $0.8 million decrease in depreciation expense, and a $0.6 million decrease in software
license expense.
Sales and marketing. Sales and marketing expenses consist primarily of personnel expenses and commissions, overhead
and other expenses associated with selling activities and marketing programs such as trade shows, seminars, advertising, and
new product launch activities.
The 5%, or $12.7 million, increase in total sales and marketing expenses for the fiscal year ended March 31, 2023
compared to the same period last year was primarily due to a $12.1 million increase in expenses related to trade shows, user
conferences and other events, a $6.7 million increase in travel expense primarily attributable to the lifting of COVID-19 related
restrictions, a $3.0 million increase in other marketing related expenses, and a $1.3 million increase in overhead costs. These
increases were partially offset by a $5.6 million decrease in commissions expense, a $2.4 million decrease in employee-related
expenses largely due to a decrease in variable incentive compensation, a $1.2 million decrease in advertising expense, and a
$0.8 million decrease in contractor fees.
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 6%, or $5.8 million, increase in general and administrative expenses for the fiscal year ended March 31, 2023
compared to the same period last year was primarily due to a $2.8 million increase in employee-related costs largely due to an
increase in variable incentive compensation, a $1.1 million increase in contractor fees, a $1.1 million increase in business taxes,
a $0.7 million increase in travel expenses primarily attributable to the lifting of COVID-19 related restrictions, a $0.6 million
increase in rent and other facilities related expenses, and a $0.6 million increase in overhead costs. These increases were
partially offset by a $1.2 million decrease in the provision for allowance in credit losses, and a $1.0 million decrease in legal-
related expenses.
42
Amortization of acquired intangible assets. Amortization of acquired intangible assets consists primarily of amortization
of customer relationships, and definite-lived trademark and tradenames related to our acquisition of Danaher Corporation's
communication business (Comms Transaction) and the acquisitions of Simena, LLC, Network General Corporation, Avvasi
Incorporated and Efflux Systems, Inc.
The 7%, or $4.4 million, decrease in amortization of acquired intangible assets for the fiscal year ended March 31, 2023
compared to the fiscal year ended March 31, 2022 was primarily due to a decrease in the amortization of intangible assets
related to the Comms Transaction.
Restructuring charges. During the fiscal year ended March 31, 2023, 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.
Interest and Other Expense, Net
Interest and other expense, net includes interest earned on our cash, cash equivalents and marketable securities, interest
expense and other non-operating gains or losses.
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
Change
Interest and other expense, net
$
(9,249)
(1)% $
(5,742)
(1)% $
% of
Revenue
% of
Revenue
$
(3,507)
%
(61)%
The 61%, or $3.5 million, change in interest and other expense, net was primarily due to a $2.6 million increase in
foreign exchange expense, and a $2.2 million increase in interest expense on the credit facility due to an increase in the average
interest rate during the fiscal year ended March 31, 2023 when compared to the fiscal year ended March 31, 2022, partially
offset by a loss on the extinguishment of debt recorded during the fiscal year ended March 31, 2022, a $1.4 million decrease
from the change in fair value of a derivative instrument, a $0.8 million decrease in transitional services agreement income
related to the divestiture of the Company's handheld network test (HNT) tools business in September 2018, and a $0.8 million
increase from the change in fair value of contingent consideration. These changes in interest and other expense, net were
partially offset by a $4.6 million increase in interest income.
Income Tax Expense
The annual effective tax rate for the fiscal year ended March 31, 2023 was 12.8%, compared to an annual effective tax
rate of 16.4% for the fiscal year ended March 31, 2022. The effective tax rate for the fiscal year ended March 31, 2023 is lower
than the effective rate for the fiscal year ended March 31, 2022, primarily due to a significant increase in the foreign derived
intangible income and stock-based compensation deductions as compared to the prior year.
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
Change
% of
Revenue
% of
Revenue
$
%
Income tax expense
$
8,767
1 % $
7,018
1 % $
1,749
25 %
Commitment and Contingencies
We account for claims and contingencies in accordance with authoritative guidance that requires us to record an
estimated loss from a claim or loss contingency when information available prior to issuance of our consolidated financial
statements indicates that it is probable that a liability has been incurred at the date of the consolidated financial statements and
the amount of the loss can be reasonably estimated. If we determine that it is reasonably possible, but not probable, that an asset
has been impaired or a liability has been incurred, or if the amount of a probable loss cannot be reasonably estimated, then, in
accordance with the authoritative guidance, we disclose the amount or range of estimated loss if the amount or range of
estimated loss is material. Accounting for claims and contingencies requires us to use our judgment. We consult with legal
counsel on those issues related to litigation and seek input from other experts and advisors with respect to matters in the
ordinary course of business.
43
Legal - From time to time, we are subject to legal proceedings and claims in the ordinary course of business. In the
opinion of management, the amount of ultimate expense with respect to any current legal proceedings and claims, if determined
adversely, will not have a material adverse effect on our financial condition, results of operations or cash flows.
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. 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.
Warranty and Indemnification- We warrant that our software and hardware products will substantially conform to the
documentation accompanying such products on their original date of shipment. For software, which also includes firmware, the
standard warranty commences upon shipment and generally expires 60 to 90 days thereafter. With regard to hardware, the
standard warranty commences upon shipment and generally expires 60 days to 12 months thereafter. Additionally, this warranty
is subject to various exclusions which include, but are not limited to, non-conformance resulting from modifications made to
the software or hardware by a party other than NetScout; customers' failure to follow our installation, operation or maintenance
instructions; and events outside of our reasonable control. We also warrant that all support services will be performed in a good
and workmanlike manner. We believe that our product and support service warranties are consistent with commonly accepted
industry standards. Warranty cost information is presented and no material warranty costs are accrued since service revenue
associated with warranty is deferred at the time of sale and recognized ratably over the warranty period.
Contracts that we enter into in the ordinary course of business may contain standard indemnification provisions. Pursuant
to these agreements, we may agree to defend third party claims brought against a partner or direct customer claiming
infringement of such third party’s (i) U.S. patent and/or European Union (EU), or other selected countries' patents, (ii) Berne
convention member country copyright, and/or (iii) U.S., EU, and/or other selected countries’ trademark or intellectual property
rights. Moreover, this indemnity may require us to pay any damages awarded against the partner or direct customer in such type
of lawsuit as well as reimburse the partner or direct customer for reasonable attorney's fees incurred by them from the lawsuit.
We may also agree from time to time to provide other forms of indemnification to partners or direct customers, such as
indemnification that would obligate us to defend and pay any damages awarded to a third party against a partner or direct
customer based on a lawsuit alleging that such third party has suffered personal injury or tangible property damage legally
determined to have been caused by negligently designed or manufactured products.
44
We have agreed to indemnify our directors and officers and our subsidiaries' directors and officers if they are made a
party or are threatened to be made a party to any proceeding (other than an action by or in the right of NetScout) by reason of
the fact that the indemnified are agents of NetScout. The indemnity is for any and all expenses and liabilities of any type
(including but not limited to, judgments, fines and amounts paid in settlement) reasonably incurred by the directors or officers
in connection with the investigation, defense, settlement or appeal of such proceeding, provided they acted in good faith.
Liquidity and Capital Resources
Cash, cash equivalents and marketable securities consist of the following (in thousands):
Cash and cash equivalents
Short-term marketable securities
Long-term marketable securities
Cash, cash equivalents and marketable securities
Cash, cash equivalents and marketable securities
At March 31,
(Dollars in Thousands)
2023
2022
$
$
386,794
$
32,204
8,940
636,161
67,037
—
427,938
$
703,198
At March 31, 2023, cash, cash equivalents and marketable securities (current and non-current) totaled $427.9 million.
This represents a decrease of $275.3 million from $703.2 million at March 31, 2022. This decrease was primarily due to $250.0
million used to repay long-term debt, $150.0 million used in treasury stock repurchases under an ASR program, $19.4 million
used for tax withholdings on restricted stock units, and $10.5 million used for capital expenditures. These decreases were
partially offset by $156.7 million of net cash provided by operations during the fiscal year ended March 31, 2023.
At March 31, 2023, cash, short-term and long-term investments in the United States were $235.7 million, while cash held
outside of the United States was approximately $192.2 million.
Cash and cash equivalents were impacted by the following:
Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash used in financing activities
Net cash from operating activities
Fiscal year 2023 compared to fiscal year 2022
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
$
$
$
156,650
15,304
$
$
(419,430) $
296,013
(68,353)
(54,165)
Net cash provided by operating activities was $156.7 million during the fiscal year ended March 31, 2023, compared to
$296.0 million of net cash provided by operating activities during the fiscal year ended March 31, 2022. This $139.3 million
decrease was due in part to a $113.7 million decrease from deferred revenue, a $44.4 million decrease from accounts receivable
and unbilled costs, a $41.4 million decrease from deferred income taxes, a $9.9 million decrease from depreciation and
amortization, a $9.8 million decrease from accounts payable, and a $0.6 million decrease from the loss on extinguishment of
debt. These decreases were partially offset by a $23.8 million increase from the change in net income, an $18.0 million increase
from prepaid expenses and other assets, a $17.0 million increase from inventories, a $9.7 million increase from accrued
compensation and other expenses, a $5.9 million increase from share-based compensation, a $3.3 million increase from income
taxes payable, a $1.4 million increase from the change in fair value of a derivative instrument, and a $0.8 million increase from
the change in fair value of contingent consideration during the fiscal year ended March 31, 2023 as compared with the fiscal
year ended March 31, 2022. Accounts receivable days sales outstanding was 58 days at March 31, 2023 compared to 64 days at
March 31, 2022.
45
Net cash from investing activities
Cash provided by (used in) investing activities included the following:
Purchase of marketable securities
Proceeds from maturity of marketable securities
Purchase of fixed assets
Purchase of intangible assets
Decrease (increase) in deposits
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
$
(114,513) $
140,462
(10,487)
(161)
3
(78,367)
20,569
(10,350)
(50)
(155)
$
15,304
$
(68,353)
Net cash provided by investing activities increased by $83.7 million to $15.3 million during the fiscal year ended
March 31, 2023, compared to $68.4 million of net cash used in investing activities during the fiscal year ended March 31, 2022.
Net cash inflows relating to the purchase and sales of marketable securities increased $83.7 million relating to the amount
of investments held at each respective balance sheet date, from an outflow of $57.8 million during the fiscal year ended
March 31, 2022 to an inflow of $25.9 million during the fiscal year ended March 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 in our
fiscal year 2024.
Net cash from financing activities
Cash used in financing activities included the following:
Issuance of common stock under stock plans
Treasury stock repurchases
Tax withholding on restricted stock units
Payment of debt issuance costs
Repayment of long-term debt
Proceeds from issuance of long-term debt
Collection of contingent consideration
Fiscal Year Ended March 31,
(Dollars in Thousands)
2023
2022
$
2
$
(150,039)
(19,393)
—
(250,000)
—
—
$
(419,430) $
2
(35,653)
(15,691)
(3,660)
(350,000)
350,000
837
(54,165)
Net cash used in financing activities increased $365.3 million to $419.4 million during the fiscal year ended March 31,
2023, compared to $54.2 million of net cash used in financing activities during the fiscal year ended March 31, 2022.
During the fiscal year ended March 31, 2023, we repurchased 4,549,329 shares of our common stock under an ASR
program for $150.0 million. During the fiscal year ended March 31, 2022, we repurchased 1,330,678 shares of our common
stock for $35.6 million. Purchases during the fiscal year ended March 31, 2023 were under our twenty-five million share
repurchase program (2017 Share Repurchase Program).
In connection with the delivery of common shares upon vesting of restricted stock units, we have withheld
562,360 shares for $19.4 million, and 546,053 shares for $15.7 million related to minimum statutory tax withholding
requirements on these restricted stock units during the fiscal years ended March 31, 2023 and 2022, respectively. These
withholding transactions do not fall under the repurchase program described above, and therefore do not reduce the amount that
is available for repurchase under that program.
During the fiscal year ended March 31, 2023, we repaid $250.0 million of borrowings under the Second Amended and
Restated Credit Agreement.
During the fiscal year ended March 31, 2022, we paid $3.7 million in debt issuance costs related to the execution of our
Second Amended and Restated Credit Agreement.
46
During the fiscal year ended March 31, 2022, we collected $0.8 million of contingent consideration which represented
earnout payments that were contingent upon achievement of certain milestones related to the HNT tools business divestiture in
September 2018.
Sources of Cash and Cash Requirements
Credit Facility
On July 27, 2021, we amended and extended our existing credit facility (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.
In connection with the Second Amended and Restated Credit Agreement, during the fiscal year ended March 31, 2022,
we paid off the outstanding balance of $350 million under the previous amended credit agreement by borrowing the same
amount under the Second Amended and Restated Credit Agreement. Additionally, we recorded a loss on the extinguishment of
debt of $0.6 million, representing the write off of unamortized deferred financing costs, which was included in interest expense
in the consolidated statements of operations for the fiscal year ended March 31, 2022.
On February 22, 2023, we entered into a First Amendment Agreement (First Amendment) of our Second Amended and
Restated Credit Agreement with our 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).
During the fiscal year ended March 31, 2023, we repaid $250.0 million of borrowings under the Second Amended and
Restated Credit Agreement. At March 31, 2023, $100 million was outstanding under the Second Amended and Restated Credit
Agreement.
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 December
31, 2022, until we have delivered financial statements for the quarter ended March 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 the
Company's financial statements for the quarter ended December 31, 2022, until we have delivered financial statements for the
quarter ended March 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 subfacility on the amount of
such lender’s letter of credit exposure, at a rate per annum equal to the applicable margin for term SOFR loans. Letter of credit
47
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 the Borrower 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 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. 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. As of March 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 $3.7 million at March 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 $2.6 million was included as other assets in our
consolidated balance sheet at March 31, 2023.
Contractual Obligations
Our contractual obligations at March 31, 2023 consisted mainly of (i) principal and interest related to our long-term debt
obligations (see Long-Term Debt, Note 11 to the Consolidated Financial Statements), (ii) operating lease obligations (see
Leases, Note 17 to the Consolidated Financial Statements), (iii) unconditional purchase obligations, primarily under purchase
orders to purchase inventory as well as commitments for products and services used in the normal course of business (see
Commitments and Contingencies, Note 18 to the Consolidated Financial Statements), and (iv) pension benefit plan (see Pension
Benefit Plans, Note 15 to the Consolidated Financial Statements).
At March 31, 2023, the total accrual of our retirement obligation for our chairman and CEO was $1.1 million. The
payment stream for this retirement obligation is based upon the retirement date which is currently not determinable.
At March 31, 2023, the total amount of net unrecognized tax benefits for uncertain tax positions and the accrual for the
related interest was $1.2 million. We are unable to make a reliable estimate when cash settlement, if any, will occur with a tax
authority as the timing of examinations and ultimate resolution of those examinations is uncertain.
48
Expectations for Fiscal Year 2024
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.
We expect net cash provided by operating activities combined with cash, cash equivalents, and marketable securities 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 rising
inflation and a potential recession, could increase our anticipated funding requirements.
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 Standards
For information with respect to recent accounting pronouncements on our consolidated financial statements, See Note 2
contained in the "Notes to Consolidated Financial Statements" included in Part IV of this Annual Report on Form 10-K.
49
Item 7A. 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 March 31, 2023,
we owed $100 million on this loan with an interest rate of 5.91%. A sensitivity analysis was performed on the outstanding
portion of our debt obligation as of March 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 $591 thousand as of March 31, 2023.
Credit Risk. Our cash equivalents and marketable securities consist primarily of U.S government and municipal
obligations, commercial paper, corporate bonds, certificate of deposits, and money market instruments.
At March 31, 2023 and periodically throughout the year, we have maintained cash balances in various operating accounts
in excess of federally insured limits. We limit the amount of credit exposure with any one financial institution by evaluating the
creditworthiness of the financial institutions with which we invest.
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. We do not use derivative financial instruments for speculative trading purposes.
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 at this date and an asset balance of $59 thousand, reflecting favorable rates in comparison to
current market rates. At March 31, 2022, we had foreign currency forward contracts designated as hedging instruments with
notional amounts totaling $5.6 million. The valuation of outstanding foreign currency forward contracts at March 31, 2022
resulted in a liability balance of $78 thousand, reflecting unfavorable contract rates in comparison to current market rates and an
asset balance of $20 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.
50
Item 8. Financial Statements and Supplementary Data
Our Consolidated Financial Statements and Schedule and Report of Independent Registered Public Accounting Firm
appear beginning on page F-1 attached to this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 31, 2023, NetScout, under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that
evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2023 our disclosure
controls and procedures were effective 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.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2023, there were no changes in our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such
term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting was designed to provide
reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial
reporting as of March 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework in 2013. Based on
our assessment, we concluded that our internal control over financial reporting was effective as of March 31, 2023.
The effectiveness of our internal control over financial reporting as of March 31, 2023 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item
8 herein.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
51
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this Item 10 will be included under the captions "Directors and Executive Officers,"
"Proposal 1 Election of Directors," "Delinquent Section 16(a) Reports," "Corporate Governance -- Code of Ethics," "The Board
of Directors and its Committees" and "Corporate Governance" in our definitive Proxy Statement with respect to our 2023
Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after the end of the fiscal year covered by this
Annual Report and is incorporated herein by reference.
We have adopted a written code of business conduct that applies to all of our employees, officers and directors, including
our principal executive officer, principal financial officer and principal accounting officer. The code of business conduct and
ethics is available on our corporate website at ir.netscout.com under the section entitled "Governance Overview & Related
Materials" in the "Corporate Governance" menu. If we make any substantive amendments to our code of business conduct or
grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our code of
business conduct and ethics, we will disclose the nature of the amendment or waiver on our website or in a Current Report on
Form 8-K.
Item 11. Executive Compensation
The information required by this Item 11 will be included under the caption "Compensation and Other Information
Concerning Directors and Executive Officers" in our definitive Proxy Statement with respect to our 2023 Annual Meeting of
Stockholders to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report and
is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 will be included under the captions "Security Ownership of Certain Beneficial
Owners and Management" and "Compensation and Other Information Concerning Directors and Executive Officers -- Equity
Compensation Plan Information" in our definitive Proxy Statement with respect to our 2023 Annual Meeting of Stockholders to
be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report and is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 will be included, as applicable, under the captions "Corporate Governance --
Director Independence," "Compensation and Other Information Concerning Directors and Executive Officers -- Employment
and Other Agreements" and "Transactions with Related Persons" in our definitive Proxy Statement with respect to our 2023
Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this
Annual Report and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 will be included under the captions "Auditors Fees and Services" and "Auditors
Fees and Services -- Policy on Audit Committee Pre-approval of Audit and Non-Audit Services" in our definitive Proxy
Statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after the
end of the fiscal year covered by this Annual Report and is incorporated herein by reference.
52
Item 15. Exhibits and Financial Statement Schedules
(a)
1.
Consolidated Financial Statements.
PART IV
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Balance Sheets at March 31, 2023 and 2022
Consolidated Statements of Operations for the Years Ended March 31, 2023, 2022 and 2021
F-2
F-4
F-5
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2023, 2022 and 2021
F-6
Consolidated Statements of Stockholders' Equity for the Years Ended March 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended March 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
2.
Financial Statement Schedule.
Valuation and Qualifying Accounts for the Years Ended March 31, 2023, 2022 and 2021
No other financial statement schedules have been included because they are either not applicable or the
information is in the consolidated financial statements.
3.
Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this
report.
(b)
(c)
We hereby file as part of this Annual Report on Form 10-K the exhibits listed in Item 15(a)(3) above.
We hereby file as part of this Annual Report on Form 10-K the financial statement schedule listed in
Item 15(a)(2) above.
F-7
F-8
F-9
S-1
53
3.1, 4.1
3.2, 4.2
4.3
4.4
10.1*
10.2
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
NetScout Systems, Inc.
Index to 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).
Specimen Certificate for shares of NetScout’s Common Stock (filed as Exhibit 4.3 to NetScout’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2001, SEC File No. 000-26251, filed on June 29,
2001, and incorporated herein by reference).
Description of Common Stock (filed as Exhibit 4.4 to NetScout's Annual Report on Form 10-K for the
fiscal year ended March 31, 2020, SEC File No. 000-26251, filed on May 20, 2020 and incorporated herein
by reference).
Form of Amended and Restated Indemnification Agreement between NetScout and each director and
executive officer filed as Exhibit 10.1 to NetScout's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 2013, SEC File No. 000-26251, filed January 28, 2014, and incorporated
herein by reference).
Lease between Arturo J. Gutierrez and John A. Cataldo, Trustees of Nashoba Westford Realty Trust, u/d/t
dated April 27, 2000 and recorded with the Middlesex North Registry of Deeds in Book 10813, Page 38
and NetScout for Westford Technology Park West, as amended (filed as Exhibit 10.26 to NetScout’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2001, SEC File No. 000-26251, filed on
June 29, 2001, and incorporated herein by reference).
Agreement Relating to Employment, dated January 3, 2007, by and between NetScout and Anil K. Singhal
(filed as Exhibit 10.2 to NetScout’s Current Report on Form 8-K, SEC File No. 000-26251, filed on
January 5, 2007 and incorporated herein by reference).
Amendment No. 1, dated February 2, 2007, to Agreement Relating to Employment by and between the
Company and Anil K. Singhal (filed as exhibit 10.1 to NetScout’s Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2006, SEC File No. 000-26251, filed February 5, 2007 and
incorporated herein by reference).
Amendment No. 2, dated December 22, 2008, to Agreement Relating to Employment by and between the
Company and Anil K. Singhal (filed as exhibit 10.1 to NetScout’s Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2008, SEC File No. 000-26251, filed February 6, 2009 and
incorporated herein by reference).
Amendment No. 3, dated May 28, 2012, to Agreement Relating to Employment, by and between the
Company and Anil K. Singhal (filed as Exhibit 10.3 to NetScout’s Current Report on Form 8-K, SEC File
No. 000-26251, filed on June 1, 2012 and incorporated herein by reference).
NetScout Systems, Inc. 2007 Equity Incentive Plan, as amended (filed as Appendix A to the Registrant’s
Definitive Proxy Statement on Schedule 14A, SEC File No. 000-26251, filed with the Commission on July
28, 2015 and incorporated herein by reference).
NetScout Form of Restricted Stock Unit Agreement with respect to the NetScout 2007 Equity Incentive
Plan (filed as Exhibit 99.2 to NetScout’s Registration Statement on Form S-8, SEC File No. 333-148364,
filed on December 27, 2007 and incorporated herein by reference).
Form of Amended and Restated Severance Agreement for Named Executive Officers (other than the CEO
and CFO) (filed as Exhibit 10.1 to NetScout’s Current Report on Form 8-K, SEC File No. 000-26251, filed
on June 1, 2012 and incorporated herein by reference).
10.10*
Amended and Restated Severance Agreement, dated May 28, 2012, by and between the Company and Jean
Bua (filed as Exhibit 10.2 to NetScout’s Current Report on Form 8-K, SEC File No. 000-26251, filed on
June 1, 2012 and incorporated herein by reference).
54
10.11
10.12*
10.13*
10.14
10.15*
10.16*
10.17*
10.18
21
23
31.1
31.2
32.1†
32.2†
Third Amendment Agreement, dated August 10, 2010, to that certain Lease, dated August 17, 2000, as
amended, between the Company and Westford West I Limited Partnership, as successor to Arturo J.
Gutierrez and John A. Cataldo, Trustees of Nashoba Westford Realty Trust, u/d/t dated April 27, 2000
(filed as Exhibit 10.1 to NetScout’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2010, SEC File No. 000-26251, filed November 9, 2010 and incorporated herein by
reference).
NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended (filed as
Exhibit 99.2 to NetScout’s Registration Statement on Form S-8, SEC File No. 333-267069, filed on August
25, 2022 and incorporated herein by reference).
Form of Amendment to Amended and Restated Severance Agreement for Executive Officers (filed as
Exhibit 10.9 to NetScout’s Quarterly Report on Form 10-Q for the quarterly period ended December 31,
2014, SEC File No. 000-26251, filed on January 27, 2015 and incorporated herein by reference).
Second Amendment and Restatement Agreement, dated as of July 27, 2021, to the Amended and Restated
Credit Agreement, dated as of January 16, 2018, by and among NetScout Systems, Inc., as borrower;
certain subsidiaries of NetScout Systems, Inc., as loan parties; the lenders and issuing banks party thereto
and JPMorgan Chase Bank, N.A., as administrative agent attaching the Second Amended and Restated
Credit Agreement, dated as of July 27, 2021, by and among NetScout Systems, Inc., as borrower;
JPMorgan Chase Bank, N.A., as administrative agent and collateral agent; JPMorgan Chase Bank, N.A.,
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 and issuing banks party thereto (filed as Exhibit 10.5 to
NetScout's current report on Form 8-K, SEC File No. 000-26251, filed on July 27, 2021 and incorporated
herein by reference).
Summary of Non-Employee Director Compensation (filed as Exhibit 10.2 to NetScout's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2021, SEC File No. 000-26251, filed on
November 4, 2021 and incorporated herein by reference.
NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended (filed as Exhibit 99.1 to NetScout’s
Registration Statement on Form S-8, SEC File No. 333-267069, filed on August 25, 2022 and incorporated
herein by reference).
Form of Restricted Stock Unit Agreement with respect to the NetScout Systems, Inc. 2019 Equity
Incentive Plan (filed as Exhibit 10.1 to NetScout’s Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 2019, SEC File No. 000-26251, filed on February 6, 2020 and incorporated herein by
reference).
First Amendment Agreement, dated as of February 22, 2023, to the Second Amended and Restated Credit
Agreement, dated as of July 27, 2021, by and among NetScout Systems, Inc., as borrower; certain
subsidiaries of NetScout Systems, Inc., as loan parties; the lenders and issuing banks party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, attaching Second Amended and Restated Credit
Agreement, dated as of July 27, 2021 (as amended by the First Amendment Agreement), by and among
NetScout Systems, Inc., as borrower; JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent; JPMorgan Chase Bank, N.A., 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 and issuing banks party
thereto (filed as Exhibit 10.1 to NetScout's current report on Form 8-K, SEC File No. 000-26251, filed on
February 22, 2023 and incorporated herein by reference).
Subsidiaries of NetScout (filed herewith).
Consent of PricewaterhouseCoopers LLP (filed herewith).
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification Pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 (furnished herewith).
Certification Pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 (furnished herewith).
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.
55
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
*
†
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2023 formatted in Inline XBRL
Indicates a management contract or compensatory plan or arrangement.
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
Item 16. Form 10-K Summary
Not provided.
56
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
NETSCOUT SYSTEMS, INC.
By:
/S/ ANIL K. SINGHAL
Anil K. Singhal
President, Chief Executive Officer,
and Chairman
Date: May 16, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title(s)
Date
/S/ ANIL K. SINGHAL
Anil K. Singhal
President, Chief Executive Officer,
and Chairman (Principal
Executive Officer)
/S/
JEAN BUA
Jean Bua
Executive Vice President and Chief Financial
Officer (Principal Financial
Officer and Principal Accounting
Officer)
May 16, 2023
May 16, 2023
/S/ MICHAEL SZABADOS
Chief Operating Officer and Vice Chairman
May 16, 2023
Michael Szabados
/S/ ROBERT E. DONAHUE
Director
Robert E. Donahue
/S/
JOHN R. EGAN
John R. Egan
Director
/S/ ALFRED GRASSO
Director
Alfred Grasso
/S/
JOSEPH G. HADZIMA, JR.
Director
Joseph G. Hadzima, Jr.
/S/ SHANNON NASH
Director
Shannon Nash
/S/ MARLENE PELAGE
Director
Marlene Pelage
/S/ CHRISTOPHER PERRETTA
Director
Christopher Perretta
/S/ SUSAN L. SPRADLEY
Director
Susan L. Spradley
/S/ VIVIAN VITALE
Director
Vivian Vitale
57
May 16, 2023
May 16, 2023
May 16, 2023
May 16, 2023
May 16, 2023
May 16, 2023
May 16, 2023
May 16, 2023
May 16, 2023
This page intentionally left blank.
NetScout Systems, Inc.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Balance Sheets at March 31, 2023 and 2022
Consolidated Statements of Operations for the Years Ended March 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders' Equity for the Years Ended March 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended March 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
F-2
F-4
F-5
F-6
F-7
F-8
F-9
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of NetScout Systems, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of NetScout Systems, Inc. and its subsidiaries (the “Company”)
as of March 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of
stockholders’ equity and of cash flows for each of the three years in the period ended March 31, 2023, including the related
notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the
"consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of March
31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three
years in the period ended March 31, 2023 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of March 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
F-2
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue from Contracts with Customers - Identification of Distinct Performance Obligations
As described in Note 3 to the consolidated financial statements, 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. 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. During the year ended
March 31, 2023, the Company recognized revenue from contracts with customers of $914.5 million.
The principal considerations for our determination that performing procedures relating to revenue from contracts with
customers, specifically the identification of distinct performance obligations, is a critical audit matter are the significant
judgment by management in determining whether the products and services are considered distinct performance obligations that
should be accounted for separately or as one combined performance obligation, which in turn led to a high degree of auditor
judgment, subjectivity and effort in performing procedures to evaluate management’s identification of distinct performance
obligations.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
revenue recognition process, including controls over the identification of distinct performance obligations. These procedures
also included, among others, (i) testing management’s process for identifying distinct performance obligations, and (ii)
evaluating the revenue recognition impact of contractual terms and conditions by examining customer contracts on a test basis.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 16, 2023
We have served as the Company’s auditor since 1993.
F-3
NetScout Systems, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
Current assets:
Assets
Cash and cash equivalents
Marketable securities
Accounts receivable and unbilled costs, net of allowance for doubtful accounts of $675
and $1,649 at March 31, 2023 and 2022, respectively
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 18)
Stockholders’ equity:
March 31,
2023
March 31,
2022
$
386,794
32,204
$
636,161
67,037
$
$
143,855
17,956
2,235
34,316
617,360
34,735
51,456
1,724,404
366,591
4,534
8,940
12,540
2,820,560
16,473
83,279
26,283
4,391
311,531
11,650
453,607
7,683
24,939
26,049
129,814
48,819
100,000
790,911
$
$
148,245
28,220
9,349
32,927
921,939
41,337
54,996
1,723,156
433,419
6,883
—
12,979
3,194,709
21,959
75,788
32,064
4,353
330,585
11,411
476,160
7,470
78,899
34,737
133,121
53,927
350,000
1,134,314
Preferred stock, $0.001 par value: 5,000,000 shares authorized; no shares issued or
outstanding at March 31, 2023 and 2022
Common stock, $0.001 par value: 300,000,000 shares authorized; 128,683,824 and
126,425,383 shares issued and 71,249,045 and 74,102,293 shares outstanding at March 31,
2023 and 2022, respectively
Additional paid-in capital
Accumulated other comprehensive income
Treasury stock at cost, 57,434,779 and 52,323,090 shares at March 31, 2023 and 2022,
respectively
Retained earnings
Total stockholders' equity
Total liabilities and stockholders' equity
—
—
128
3,099,698
5,738
126
3,023,403
141
(1,546,128)
470,213
2,029,649
2,820,560
$
(1,373,840)
410,565
2,060,395
3,194,709
$
The accompanying notes are an integral part of these consolidated financial statements.
F-4
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
Total operating expenses
Income from operations
Interest and other expense, net:
Interest income
Interest expense
Other income (expense), net
Total interest and other expense, net
Income before income tax expense
Income tax expense
NetScout Systems, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
Fiscal Year Ended March 31,
2023
2022
2021
$
450,793
$
410,121
$
463,737
914,530
94,868
128,230
223,098
691,432
176,173
276,913
103,510
55,390
1,782
613,768
77,664
4,923
(10,248)
(3,924)
(9,249)
68,415
8,767
59,648
0.83
0.82
71,781
73,046
$
$
$
445,454
855,575
90,730
123,456
214,186
641,389
171,131
264,191
97,692
59,741
—
592,755
48,634
297
(8,048)
2,009
(5,742)
42,892
7,018
35,874
0.48
0.48
74,019
75,084
$
$
$
377,721
453,561
831,282
95,965
126,132
222,097
609,185
179,163
242,730
88,969
61,131
62
572,055
37,130
646
(10,879)
(4,593)
(14,826)
22,304
2,952
19,352
0.26
0.26
73,103
73,822
Net income
Basic net income per share
Diluted net income per share
Weighted average common shares outstanding used in computing:
$
$
$
Net income per share—basic
Net income per share—diluted
The accompanying notes are an integral part of these consolidated financial statements.
F-5
NetScout Systems, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
Net income
Other comprehensive income:
Cumulative translation adjustments
Recognition of actuarial net gains (losses) from pension and other
post-retirement plans, net of tax (benefit) of $2,448, $824, and
($657)
Changes in market value of investments:
Changes in unrealized gains (losses), net of tax (benefit) of $14, ($9),
and ($41)
Total net change in market value of investments
Changes in market value of derivatives:
Changes in market value of derivatives, net of (benefit) tax of
($116), $19, and $66
Reclassification adjustment for net gain (loss) included in net
income, net of tax (benefit) of $137, ($13), and ($73)
Total net change in market value of derivatives
Fiscal Year Ended March 31,
2023
2022
2021
$
59,648
$
35,874
$
19,352
(270)
153
2,926
5,759
1,937
(1,548)
42
42
(361)
427
66
(29)
(29)
63
(43)
20
(130)
(130)
208
(236)
(28)
Other comprehensive income
Total comprehensive income
5,597
65,245
$
2,081
37,955
$
1,220
20,572
$
The accompanying notes are an integral part of these consolidated financial statements.
F-6
NetScout Systems, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands, except share data)
Common stock
Voting
Shares
Par
Value
Additional
Paid In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Treasury stock
Shares
Stated
Value
Retained
Earnings
Total
Stockholders'
Equity
Balance, March 31, 2020
122,006,077
$ 122
$2,891,553
$
(3,160) 49,785,171
$(1,305,935) $ 355,339
19,352
$
1,937,919
19,352
Net income
Unrealized net investment losses
Unrealized net losses on derivative
financial instruments
Cumulative translation adjustments
Recognition of actuarial net losses
from pension and other post-
retirement plan
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, March 31, 2021
Net income
Unrealized net investment losses
Unrealized net gains on derivative
financial instruments
Cumulative translation adjustments
Recognition of actuarial net gains
from pension and other post-
retirement plan
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, March 31, 2022
Net income
Unrealized net investment gains
Unrealized net gains on derivative
financial instruments
Cumulative translation adjustments
Recognition of actuarial net gains
from pension and other post-
retirement plan
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, March 31, 2023
(130)
(28)
2,926
(1,548)
661,188
(1,940) 50,446,359
(16,561)
(1,322,496)
374,691
35,874
(29)
20
153
1,937
1,630,228
2
561,669
49,418
14,429
124,197,974
124
2,955,400
1,728,994
2
498,415
53,421
14,582
126,425,383
126
3,023,403
141
52,323,090
(1,373,840)
1,876,731
(51,344)
410,565
59,648
42
66
(270)
5,759
1,777,658
2
480,783
59,086
14,353
2,856
5,111,689
(172,288)
(130)
(28)
2,926
(1,548)
2
49,418
14,429
(16,561)
2,005,779
35,874
(29)
20
153
1,937
2
53,421
14,582
(51,344)
2,060,395
59,648
42
66
(270)
5,759
2
59,086
14,353
(169,432)
128,683,824
$ 128
$3,099,698
$
5,738
57,434,779
$(1,546,128) $ 470,213
$
2,029,649
The accompanying notes are an integral part of these consolidated financial statements.
F-7
NetScout Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to cash provided by operating activities, net of the
effects of acquisitions:
Depreciation and amortization
Loss on extinguishment of debt
Operating lease right-of-use assets
Loss on disposal of fixed assets
Share-based compensation expense associated with equity awards
Change in fair value of derivative instrument
Net change in fair value of contingent and contractual liabilities
Deferred income taxes
Other gains
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 provided by operating activities
Cash flows from investing activities:
Purchase of marketable securities
Proceeds from maturity of marketable securities
Purchase of fixed assets
Purchase of intangible assets
Decrease (increase) in deposits
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Issuance of common stock under stock plans
Payment of contingent consideration
Treasury stock repurchases
Tax withholding on restricted stock units
Payment of debt issuance costs
Repayment of long-term debt
Proceeds from issuance of long-term debt
Collection of contingent consideration
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents and restricted cash, beginning of year
Cash and cash equivalents and restricted cash, end of year
Supplemental disclosures of cash flow information:
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 purchase plans
Fiscal Year Ended March 31,
2022
2021
2023
$
59,648
$
35,874
$
19,352
85,918
—
10,598
49
61,986
1,380
—
(54,032)
(1)
4,897
9,007
5,039
(5,549)
12,071
(11,927)
165
(22,599)
156,650
(114,513)
140,462
(10,487)
(161)
3
15,304
2
—
(150,039)
(19,393)
—
(250,000)
—
—
(419,430)
(1,891)
(249,367)
636,161
386,794
8,063
55,924
1,371
56
14,353
$
$
$
$
$
$
95,784
596
10,292
5
56,074
—
(837)
(12,681)
(11)
49,322
(7,996)
(13,001)
4,211
2,391
(12,060)
(3,087)
91,137
296,013
(78,367)
20,569
(10,350)
(50)
(155)
(68,353)
2
—
(35,653)
(15,691)
(3,660)
(350,000)
350,000
837
(54,165)
(4,510)
168,985
467,176
636,161
4,962
31,702
2,657
197
14,582
$
$
$
$
$
$
105,828
—
10,004
236
51,892
—
—
(23,804)
(196)
16,878
(2,043)
11,483
(1,734)
31,955
(10,307)
6,684
(2,307)
213,921
(15,673)
56,806
(11,986)
(4,537)
88
24,698
2
(1,748)
(3,275)
(13,286)
—
(100,000)
—
—
(118,307)
6,627
126,939
340,237
467,176
7,685
11,472
1,530
333
14,429
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-8
NetScout Systems, Inc.
Notes to Consolidated Financial Statements
NOTE 1 – NATURE OF BUSINESS
NetScout Systems, Inc., or NetScout or the Company, has been a technology innovator for three-plus decades since its
founding in 1984. The Company's solutions, based on patented Adaptive Service Intelligence (ASI) technology, help customers
identify network and application performance issues, defend their networks from denial of service (DDoS) attacks, and rapidly
find and isolate advanced network threats. As a result, customers can quickly resolve issues that cause business disruptions,
downtime, poor service quality or compromised security, thereby driving compelling returns on their investments in their
network and broader information technology (IT) initiatives.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of NetScout and its wholly owned subsidiaries. Inter-company
transactions and balances have been eliminated in consolidation.
Segment Reporting
The Company's operating segments are determined based on the units that constitute a business for which financial
information is available and for which operating results are regularly reviewed by the Chief Operating Decision Maker
(CODM). The Company reports revenue and income in one reportable segment.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates in these financial statements include those involving revenue
recognition, valuation of goodwill and acquired assets and liabilities, valuation of the pension obligation, valuation of a
derivative instrument, valuation of contingent consideration and share-based compensation. These items are continuously
monitored and analyzed by management for changes in facts and circumstances and material changes in these estimates could
occur in the future.
Global and Macroeconomic Conditions
The Company continues to closely monitor the current global and macroeconomic conditions, including the impacts of
the war in Ukraine and related sanctions, global geopolitical tension, stock market volatility, exchange rate fluctuations, rising
inflation and interest rates,
(COVID-19) on all aspects of its business, including the manner and extent to which they have impacted and could continue to
impact its customers, employees, supply chain, and distribution network. The impacts of these global and macroeconomic
trends remain 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 risk of a recession, and the impacts of epidemics or pandemics such as the coronavirus
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.
The Company has taken and continues to take precautionary actions to manage costs and spending across the organization. This
includes managing discretionary spending and hiring activities. In addition, based on covenant levels, the Company had as of
March 31, 2023 an incremental $700 million available under the revolving credit facility.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) was enacted. The CARES
Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security
payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest
deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company
elected to defer the employer-paid portion of social security taxes. The Company had deferred $4.5 million of employer payroll
F-9
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
taxes, which was included as accrued other in the Company's consolidated balance sheet at March 31, 2022. The balance was
paid in December 2022.
The Company expects net cash provided by operations combined with cash, cash equivalents, and marketable securities
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.
Cash and Cash Equivalents and Marketable Securities
Under authoritative guidance, NetScout has classified its investments as "available-for-sale" which are carried at fair
value associated unrealized gains or losses are recorded as a separate component of stockholders’ equity until realized.
NetScout 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.
At March 31, 2023 and periodically throughout the year, NetScout has maintained cash balances in various operating
accounts in excess of federally insured limits. NetScout limits the amount of credit exposure by investing only with credit
worthy institutions which the Company believes are those institutions with an investment grade rating for deposits.
Revenue Recognition
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606).
For further discussion of the Company's accounting policies related to revenue see Note 3, "Revenue Recognition."
Commission Expense
Sales commissions are recorded as an asset when the initial contract's duration is longer than 12 months and amortized to
expense ratably over the remaining performance periods of the related contracts.
Uncollected Deferred Revenue
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 $6.6 million and $9.4
million at March 31, 2023 and 2022, respectively.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of
investments, trade accounts receivable and accounts payable. NetScout's cash, cash equivalents, and marketable securities are
placed with financial institutions with high credit standings.
At March 31, 2023 and March 31, 2022, the Company had no direct customers or indirect channel partners which
accounted for more than 10% of the accounts receivable balance.
During the fiscal year ended March 31, 2023, one direct customer, Verizon, accounted for more than 10% of the
Company's total revenue, while no indirect channel partners accounted for more than 10% of the Company's total revenue.
During the fiscal years ended March 31, 2022 and 2021 respectively, no direct customers or indirect channel partners accounted
for more than 10% of total revenue.
Historically, the Company has not experienced any significant failure of its customers to meet their payment obligations
nor does the Company anticipate material non-performance by its customers in the future; accordingly, the Company does not
require collateral from its customers. However, if the Company’s assumptions are incorrect, there could be an adverse impact
on its allowance for doubtful accounts.
F-10
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
Trade Receivable Valuations
Accounts receivable are stated at their net realizable value. The allowance against gross trade receivables reflects the best
estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific
allowances for known troubled accounts and other currently available information.
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.
Fixed Assets
Fixed assets are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets.
Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or anticipated useful life of the
improvement. Gains and losses upon asset disposal are recognized in the year of disposition. Expenditures for replacements and
building improvements are capitalized, while expenditures for maintenance and repairs are charged against earnings as incurred.
Leases
The Company has operating leases for administrative, research and development, sales and marketing and manufacturing
facilities and equipment under various non-cancelable lease agreements. Lease commencement occurs on the date the Company
takes possession or control of the property or equipment. 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. For further discussion of the Company's policies related to leases see Note 17, "Leases."
Valuation of Goodwill, Intangible Assets and Other Acquisition Accounting Items
The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Goodwill and other
indefinite-lived intangible assets are not amortized but subject to annual impairment tests; more frequently if events or
circumstances occur that would indicate a potential decline in their fair value. The Company performs the assessment annually
during the fourth quarter and on an interim basis if potential impairment indicators arise.
Reporting units are determined based on the components of a Company's operating segments that constitute a business for
which financial information is available and for which operating results are regularly reviewed by segment management. The
Company has one reporting unit.
To test impairment, the Company first assesses qualitative factors to determine whether the existence of events and
circumstances indicate that it is more likely than not that the intangible asset is impaired. If based on the Company's qualitative
assessment it is more likely than not that the fair value of the intangible asset is less than its carrying amount, quantitative
impairment testing is required. However, if the Company concludes otherwise, quantitative impairment testing is not required.
The Company performed its annual impairment analysis for goodwill as of January 31, 2023, using the qualitative (Step 0)
assessment, and the Company concluded that it was more likely than not that the fair value of the reporting unit exceeded its
carrying value.
The acquisition method of accounting requires an estimate of the fair value of the assets and liabilities acquired as part of
these transactions. In order to estimate the fair value of acquired intangible assets, the Company uses either an income, market
or cost method approach. The contingent purchase consideration represents amounts deposited into escrow accounts, which
were established to cover damages NetScout may have suffered related to any liabilities that NetScout did not agree to assume
or as a result of the breach of representations and warranties of the sellers as described in the acquisition agreements. The
Company did not have any acquisitions during the years ended March 31, 2023, 2022 and 2021.
Capitalized Software Development Costs
Costs incurred in the research and development of the Company's products are expensed as incurred, except for certain
software development costs. Costs associated with the development of computer software are expensed prior to the
establishment of technological feasibility and capitalized thereafter until the related software products are available for first
F-11
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
customer shipment. Such costs are amortized using the straight-line method over the estimated economic life of the product,
which generally does not exceed three years. Capitalized software development costs are periodically assessed for
recoverability in the event of changes to the anticipated future revenue for the software products or changes in product
technologies. Unamortized capitalized software development costs that are determined to be in excess of the net realizable
value of the software products would be expensed in the period in which such a determination is made.
Typically for accounting purposes, these R&D investments have not been capitalized because of the development
methodology employed. The developments are added individually to the core code over a shorter period of time but marketed
as a release once all portions are complete.
Derivative Financial Instruments
Under authoritative guidance for derivative financial instruments and hedging activities, all hedging activities must be
documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash
flows in order for the derivative to qualify for hedge accounting. Under the guidance, if an instrument qualifies for hedge
accounting, the changes in the fair value each period for open contracts, measured at the end of the period, are recorded to other
comprehensive income. Otherwise, changes in the fair value are recorded in earnings each period. Management must perform
initial and ongoing tests in order to qualify for hedge accounting. In accordance with the guidance, the Company accounts for
its instruments under hedge accounting. The effectiveness and a measurement of ineffectiveness of qualifying hedge contracts
are assessed by the Company quarterly. The Company records the fair value of its derivatives in prepaid expenses and other
current assets and accrued other in the Company's consolidated balance sheet. The effective portion of gains or losses resulting
from changes in the fair value of qualifying hedges are recorded in other comprehensive income (loss) until the forecasted
transaction occurs, with any ineffective portion classified directly to the Company’s consolidated statement of operations based
on the expense categories of the items being hedged. When forecasted transactions occur, unrealized gains or losses associated
with the effective portion of the hedge are reclassified to the respective expense categories in the Company’s consolidated
statement of operations. Gains or losses related to hedging activity are included as operating activities in the Company’s
consolidated statement of cash flows. If the underlying forecasted transactions do not occur, or it becomes probable that they
will not occur, the gain or loss on the related cash flow hedge is recognized immediately in earnings.
NetScout also periodically enters into foreign exchange forward contracts to manage exchange rate risk 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 hedge instrument and the hedged item.
Contingencies
NetScout accounts for claims and contingencies in accordance with authoritative guidance that requires an estimated loss
to be recorded from a claim or loss contingency when information available prior to issuance of its consolidated financial
statements indicates that it is probable that a liability has been incurred at the date of the consolidated financial statements and
the amount of the loss can be reasonably estimated. If NetScout determines that it is reasonably possible but not probable that
an asset has been impaired or a liability has been incurred or if the amount of a probable loss cannot be reasonably estimated,
then in accordance with the authoritative guidance, NetScout discloses the amount or range of estimated loss if the amount or
range of estimated loss is material. Accounting for claims and contingencies requires NetScout to use its judgment. NetScout
consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to
matters in the ordinary course of business.
Share-Based Compensation
NetScout recognizes compensation expense for all share-based payments granted. Under the fair value recognition
provisions, share-based compensation is calculated net of an estimated forfeiture rate and compensation cost is only recognized
for those shares expected to vest on a straight-line basis over the expected requisite service period of the award.
Foreign Currency
NetScout accounts for its reporting of foreign operations in accordance with guidance which establishes guidelines for the
determination of the functional currency of foreign subsidiaries. In accordance with the guidance, NetScout has determined its
functional currency for those foreign subsidiaries that are an extension of NetScout's U.S. operations to be the U.S. Dollar.
Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars
are translated into U.S. dollars using the period-end exchange rate, and income and expense items are translated using the
F-12
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of
stockholders' equity.
NetScout will experience currency exchange risk with respect to foreign currency denominated expenses. In order to
partially offset the risks associated with the effects of certain foreign currency exposures, NetScout has established a program
that utilizes foreign currency forward contracts. Under this program, increases or decreases in foreign currency exposures are
partially offset by gains or losses on forward contracts, to mitigate the impact of foreign currency transaction gains or losses.
The Company does not use forward contracts to engage in currency speculation. All outstanding foreign currency forward
contracts are recorded at fair value at the end of each fiscal period.
The Company had foreign currency losses of $2.8 million, $0.2 million and $5.5 million for the fiscal years ended
March 31, 2023, 2022 and 2021, respectively. These amounts are included in other income (expense), net in the Company's
consolidated statements of operations.
Advertising Expense
NetScout recognizes advertising expense as incurred. Advertising expense was $10.2 million, $11.4 million and $8.7
million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income. Other comprehensive income typically
consists of unrealized gains and losses on marketable securities, unrealized gains and losses on hedge contracts, actuarial gains
and losses, and foreign currency translation adjustments.
Income Taxes
NetScout accounts for its income taxes under the asset and liability method. Under the asset and liability method,
deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences
between financial statement carrying amounts of assets and liabilities and their respective tax basis, as well as the effect of any
net operating loss and tax credit carryforwards. Income tax expense is comprised of the current tax liability or benefit and the
change in deferred tax assets and liabilities. NetScout evaluates the recoverability of deferred tax assets by considering all
positive and negative evidence relating to future profitability. NetScout weighs objective and verifiable evidence more heavily
in this analysis. In situations where NetScout concludes that it does not have sufficient objective and verifiable evidence to
support the realizability of the deferred tax asset, NetScout creates a valuation allowance against it.
Recent Accounting Standards
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 is
effective for the Company beginning April 1, 2023. Amendments within the standard are required to be applied on a
prospective basis from the date of adoption. The adoption is not expected to have a material impact on the Company's financial
position, results of operations, and disclosures. We will apply the provisions of ASU 2021-08 after adoption to future
acquisitions, if any.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. The amendments provide optional guidance for a limited time to ease the
potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for
applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain
criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference
rate expected to be discontinued due to reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate
Reform, which clarifies the scope and application of certain optional expedients and exceptions regarding the original guidance.
In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic
848, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference
rate reform by delaying the effective date of the guidance issued in ASU 2020-04 to December 31, 2024. The Company adopted
this guidance in the fourth quarter of fiscal year 2023 on a prospective basis, which did not have a material impact on the
Company's financial position, results of operations, and disclosures. See Note 11 Long-term Debt for further discussion.
F-13
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
NOTE 3 - REVENUE RECOGNITION
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
F-14
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
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 fiscal year ended March 31, 2023, the Company recognized revenue of $328.2 million related to the
Company's deferred revenue balance reported at March 31, 2022.
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 March 31, 2023.
At March 31, 2023, the Company had total deferred revenue of $441.3 million, which represents the aggregate total
contract price allocated to undelivered performance obligations. The Company expects to recognize $311.5 million, or 71%, of
this revenue during the next 12 months, and expects to recognize the remaining $129.8 million, or 29%, of this revenue
thereafter.
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 twelve months ended March 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.
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. At March 31,
2022, the consolidated balance sheet included $8.8 million in assets related to sales commissions to be expensed in future
F-15
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
periods. A balance of $4.6 million was included in prepaid expenses and other current assets, and a balance of $4.2 million was
included in other assets in the Company's consolidated balance sheet at March 31, 2022.
During the twelve months ended March 31, 2023 and 2022, the Company recognized $7.0 million and $6.3 million of
amortization related to this sales commission asset, which is included in the sales and marketing expense line in the Company's
consolidated statements of operations.
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, 2022
Provision for allowance for credit losses
Recoveries and other adjustments
Write off charged against the allowance for credit losses
Balance at March 31, 2023
$
$
1,649
479
876
(2,329)
675
NOTE 4 – CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES
Cash and cash equivalents mainly consisted of U.S government and municipal obligations, commercial paper, corporate
bonds, certificate of deposits, money market instruments and cash maintained with various financial institutions at March 31,
2023 and 2022.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the
consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows
(in thousands):
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
$
March 31, 2023
386,794
$
March 31, 2022 March 31, 2021 March 31, 2020
338,489
$
467,176
636,161
$
$
—
386,794
$
—
636,161
$
—
467,176
$
1,748
340,237
The Company's restricted cash includes cash balances which are legally or contractually restricted. The Company's
restricted cash is included within prepaid and other current assets and consists of amounts related to holdbacks associated with
prior acquisitions.
F-16
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
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):
Type of security:
Amortized
Cost
Unrealized
Gains (Losses)
Fair
Value
U.S. government and municipal obligations
$
8,796
$
(1) $
Commercial paper
Corporate bonds
Certificate of deposits
Total short-term marketable securities
U.S. government and municipal obligations
Total long-term marketable securities
Total marketable securities
19,136
310
3,963
32,205
8,915
8,915
$
41,120
$
—
—
—
(1)
25
25
24
$
41,144
The following is a summary of marketable securities held by NetScout at March 31, 2022, classified as short-term and long-
term (in thousands):
Amortized
Cost
Unrealized
Losses
Fair
Value
Type of security:
U.S. government and municipal obligations
$
40,895
$
(32) $
Commercial paper
Corporate bonds
Certificates of deposit
Total short-term marketable securities
Total long-term marketable securities
Total marketable securities
23,353
823
2,000
67,071
—
—
(2)
—
(34)
—
$
67,071
$
(34) $
67,037
8,795
19,136
310
3,963
32,204
8,940
8,940
40,863
23,353
821
2,000
67,037
—
Contractual maturities of the Company's marketable securities held at March 31, 2023 and 2022 (in thousands) were as
follows:
Available-for-sale securities:
Due in 1 year or less
Due after 1 year through 5 years
March 31,
2023
March 31,
2022
$
$
32,204
8,940
41,144
$
$
67,037
—
67,037
F-17
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
NOTE 5 – FAIR VALUE MEASUREMENTS
The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers
to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated
using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. The
following tables present the Company's financial assets and liabilities measured on a recurring basis using the fair value
hierarchy at March 31, 2023 and 2022 (in thousands):
ASSETS:
Cash and cash equivalents
$
370,455
$
16,339
$
— $
386,794
Fair Value Measurements at
March 31, 2023
Level 1
Level 2
Level 3
Total
U.S. government and municipal obligations
17,735
Commercial paper
Corporate bonds
Certificate of deposits
Derivative financial instruments
LIABILITIES:
Derivative financial instruments
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
—
310
—
—
—
19,136
—
3,963
59
—
—
—
—
—
17,735
19,136
310
3,963
59
$
$
$
388,500
$
39,497
$
— $
427,997
— $
— $
(49) $
(49) $
(1,380) $
(1,380) $
(1,429)
(1,429)
Fair Value Measurements at
March 31, 2022
Level 1
Level 2
Level 3
Total
$
617,734
$
18,427
$
— $
636,161
40,863
—
821
—
—
—
23,353
—
2,000
20
—
—
—
—
—
40,863
23,353
821
2,000
20
659,418
$
43,800
$
— $
703,218
— $
— $
(78) $
(78) $
— $
— $
(78)
(78)
$
$
$
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 assets consisted of contingent consideration related to the divestiture of the Company's handheld
network test (HNT) tools business in September 2018, which represented potential future earn outs to the Company that were
contingent on the HNT tools business achieving certain milestones. During the fiscal year ended March 31, 2022, the Company
F-18
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
recorded an $0.8 million change in the fair value of the contingent consideration, which is included in other income (expense),
net within the Company's consolidated statement of operations related to the divestiture of the handheld network test (HNT)
tools business in September 2018. The contingent consideration, which was a Level 3 asset, represented potential future earn
outs to the Company that were contingent on the HNT tools business achieving certain milestones. The $0.8 million of
contingent consideration was paid to the Company as the final earnout during the fiscal year ended March 31, 2022.
The Company’s Level 3 liability at March 31, 2023 consisted of a forward share purchase contract, which qualified as a
derivative instrument under authoritative guidance. In February 2023, the Company entered into an agreement with Napatech
A/S (Napatech) to purchase approximately 6.2 million shares of Napatech’s common stock for $7.5 million. 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 fiscal year ended March 31, 2023, the Company recorded a $1.4 million change in the fair value of the derivative instrument
in other income (expense), net within the Company's consolidated statement of operations. On April 14, 2023, the Company
settled the contract and paid $7.5 million to Napatech in exchange for approximately 6.2 million shares of Napatech's common
stock.
During the fiscal year ended March 31, 2021, the Company paid contingent purchase consideration related to the two
acquisitions that occurred during fiscal year 2020. The $0.7 million of purchase consideration related to the Gigavation
acquisition was paid to the seller in February 2021. The $1.0 million contingent purchase consideration related to the Eastwind
acquisition was paid to the seller in April 2020.
The following table sets forth a reconciliation of changes in the fair value of the Company’s Level 3 financial asset for
the fiscal year ended March 31, 2022 (in thousands):
Balance at March 31, 2021
Change in fair value of contingent consideration
Collection of contingent consideration
Balance at March 31, 2022
Contingent
Consideration
—
$
837
(837)
—
$
The following table sets forth a reconciliation of changes in the fair value of the Company’s Level 3 financial liability for
the fiscal year ended March 31, 2023 (in thousands):
Balance at March 31, 2022
Change in fair value of derivative instrument
Balance at March 31, 2023
Derivative
Instrument
$
$
—
(1,380)
(1,380)
NOTE 6 – INVENTORIES
Inventories are stated at the lower of actual cost or net realizable value. Cost is determined by using the FIFO method.
Inventories consisted of the following (in thousands):
Raw materials
Work in process
Finished goods
Deferred costs
March 31,
2023
2022
12,352
14
5,183
407
17,956
$
$
14,779
695
5,761
6,985
28,220
$
$
F-19
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
NOTE 7 – FIXED ASSETS
Fixed assets consisted of the following (in thousands):
Furniture and fixtures
Computer equipment and internal use software
Leasehold improvements (1)
Demonstration and spare part units
Less – accumulated depreciation
Estimated Useful
Life in Years
3-7 $
3-5
up to 12
2-5
$
March 31,
2023
9,786
192,168
54,863
18,733
275,550
(240,815)
34,735
$
$
2022
9,757
185,177
54,442
18,254
267,630
(226,293)
41,337
(1) Leasehold improvements are depreciated over the shorter of the lease term or anticipated useful life of the improvement.
Depreciation expense was $18.8 million, $20.1 million and $22.4 million for the fiscal years ended March 31, 2023, 2022
and 2021, respectively.
NOTE 8 – GOODWILL & 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 that would, more likely than not, reduce the fair
value of the reporting unit below its carrying value. At March 31, 2023 and 2022, the carrying amount of goodwill was
$1.7 billion.
During fiscal years 2023 and 2022, the Company's annual impairment tests indicated that goodwill was not impaired. The
Company completed its annual goodwill impairment test at January 31, 2023, using the qualitative (Step 0) assessment, and the
Company concluded that it was more likely than not that the fair value of the reporting unit exceeded its carrying value.
The change in the carrying amount of goodwill for the fiscal year ended March 31, 2023 is due to the impact of foreign
currency translation adjustments related to asset balances that are recorded in currencies other than the U.S. Dollar.
The changes in the carrying amount of goodwill for the fiscal years ended March 31, 2023 and 2022 are as follows (in
thousands):
Balance at March 31, 2021
Foreign currency translation impact
Balance at March 31, 2022
Foreign currency translation impact
Balance at March 31, 2023
Intangible Assets
$
$
$
1,717,554
5,602
1,723,156
1,248
1,724,404
The net carrying amounts of intangible assets were $366.6 million and $433.4 million at March 31, 2023 and 2022,
respectively. Intangible assets acquired in a business combination are recorded under the acquisition method of accounting at
their estimated fair values at the date of acquisition. The Company amortizes intangible assets over their estimated useful lives.
During the first quarter of fiscal year 2022, in conjunction with the renewal process of an acquired indefinite-lived trade name
and the Company's focus on advancing new product lines, the Company reassessed the estimated economic life of the acquired
indefinite-lived trade name. As a result, the Company began amortizing the acquired trade name over 8 years. Prior to
reclassifying the acquired trade name to a finite-lived intangible asset, the Company tested the acquired trade name for
impairment and determined the fair value of the asset exceeded the carrying value. This change in estimate did not materially
impact the Company's income statement.
F-20
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
During the fiscal years ended March 31, 2023, 2022 and 2021, the Company acquired $0.2 million, $50 thousand, and
$4.5 million of technology licenses, respectively. These amounts are included within distributor relationships and are being
amortizing using the economic benefit method over useful lives of between one and four years.
Intangible assets include the following amortizable intangible assets at March 31, 2023 (in thousands):
Developed technology
Customer relationships
Distributor relationships and technology licenses
Definite-lived trademark and trade name
Core technology
Non-compete agreements
Capitalized software
Other
Estimated Useful
Life in Years
3 - 13 years $
8 - 18 years
1 - 6 years
2 - 9 years
10 years
3 years
3 years
1 - 20 years
Cost
249,903
768,179
11,547
57,694
7,192
292
3,317
1,208
Accumulated
Amortization
$
(233,440) $
(433,876)
(10,133)
(43,489)
(7,192)
(292)
(3,317)
(1,002)
Net
16,463
334,303
1,414
14,205
—
—
—
206
$
1,099,332
$
(732,741) $
366,591
Intangible assets include the following amortizable intangible assets at March 31, 2022 (in thousands):
Developed technology
Customer relationships
Distributor relationships and technology licenses
Definite-lived trademark and trade name (a)
Core technology
Non-compete agreements
Capitalized software
Other
Estimated Useful
Life in Years
3 - 13 years $
8 - 18 years
1 - 6 years
2 - 9 years
10 years
3 years
3 years
1 - 20 years
$
Cost
250,247
769,404
11,408
57,748
7,192
292
3,317
1,208
1,100,816
$
$
Accumulated
Amortization
(224,426) $
(384,347)
(8,896)
(37,944)
(7,192)
(292)
(3,317)
(983)
(667,397) $
Net
25,821
385,057
2,512
19,804
—
—
—
225
433,419
(a) The Company’s $18.6 million acquired trade name changed from indefinite-lived to definite-lived during the first
quarter of fiscal year 2022.
Amortization included as cost of product revenue consists of amortization of developed technology, distributor
relationships and technology licenses, core technology and software. Amortization included as operating expense consists of all
other intangible assets. The following table provides a summary of amortization expense during the fiscal years ended
March 31, 2023, 2022, and 2021 (in thousands).
Amortization of intangible assets included as:
Cost of product revenue
Operating expense
Years Ended March 31,
2023
2022
2021
10,542
55,410
14,600
59,761
$
65,952
$
74,361
$
20,457
61,151
81,608
F-21
Notes to Consolidated Financial Statements—(Continued)
The following is the expected future amortization expense at March 31, 2023 for the fiscal years ended March 31 (in
NetScout Systems, Inc.
thousands):
2024
2025
2026
2027
2028
Thereafter
Total
$
$
57,987
50,809
46,446
43,566
40,608
127,175
366,591
NOTE 9 – DERIVATIVE FINANCIAL 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 risk 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 hedge instrument and the hedged item.
All of the Company's foreign exchange forward contract derivative instruments are utilized for risk management
purposes, and the Company does not use derivatives for speculative trading purposes. These contracts will mature over the next
twelve months and are expected to impact earnings on or before maturity.
The notional amounts and fair values of foreign exchange forward contract derivative instruments in the consolidated
balance sheets at March 31, 2023 and 2022 were as follows (in thousands):
Derivatives Designated as Hedging
Instruments:
Foreign exchange forward
contracts
Derivatives Not Designated as
Hedging Instruments:
Foreign exchange forward
contracts
Notional Amounts (a)
Prepaid Expenses and Other
Current Assets
Accrued Other
March 31,
2023
March 31,
2022
March 31,
2023
March 31,
2022
March 31,
2023
March 31,
2022
$
10,265
$
5,578
$
59
$
20
$
29
$
78
6,031
—
$
—
59
$
—
20
$
20
49
$
—
78
(a) Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
F-22
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
The following table provides the effect foreign exchange forward contracts had on other comprehensive income (loss),
(OCI) and results of operations during the fiscal years ended March 31, 2023 and 2022 (in thousands):
Gain (Loss) Recognized
in OCI on Derivative
(a)
March 31,
March 31,
Gain (Loss) Reclassified from
Accumulated OCI into Income
(b)
March 31,
March 31,
2023
2022
Location
2023
2022
Foreign exchange forward contracts $
(477) $
82 Research and development
$
(477) $
82
Sales and marketing
$
$
62
$
502
564
$
(26)
(30)
(56)
(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 foreign exchange forward contracts not designated as hedging instruments had on
the Company's results of operations during the fiscal years ended March 31, 2023 and 2022 (in thousands):
Loss Recognized in Income
(a)
March 31,
March 31,
Location
2023
2022
Foreign exchange forward contracts
General and administrative
$
$
(21) $
(21) $
(107)
(107)
(a) The amount represents the change in fair value of derivative contracts due to changes in spot rates.
In addition to foreign exchange forward contracts, as discussed in Note 5, during the fiscal year ended March 31, 2023,
the Company entered into a forward share purchase contract 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 notional amount of
the derivative instrument was $7.5 million. At March 31, 2023, the fair value of the derivative instrument of $1.4 million was
included as accrued other in the Company's consolidated balance sheet. During the fiscal year ended March 31, 2023, the
Company recorded a $1.4 million charge related to the change in the fair value of the derivative instrument in other income
(expense), net within the Company's consolidated statement of operations.
NOTE 10 – RESTRUCTURING CHARGES
During the fiscal year ended March 31, 2020, the Company approved two restructuring plans to restructure certain
departments to better align functions. During the second quarter of the fiscal year ended March 31, 2020, as a result of the first
workforce reduction, the Company recorded a restructuring charge totaling $0.5 million during the fiscal year ended March 31,
2020. During the fourth quarter of the fiscal year ended March 31, 2020, as a result of the second workforce reduction, the
Company recorded a restructuring charge totaling $2.1 million during the fiscal year ended March 31, 2020 and an additional
$0.1 million during the fiscal year ended March 31, 2021. The one-time employee-related termination benefits for the two
approved restructuring plans were paid in full during the fiscal year ended March 31, 2021.
During the fiscal year ended March 31, 2022, the Company did not approve any restructuring plans.
During the fiscal year ended March 31, 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 fiscal year ended March
31, 2023, 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 employee-related termination
benefits were paid in full during the fiscal year ended March 31, 2023.
F-23
Notes to Consolidated Financial Statements—(Continued)
The following table provides a summary of the activity related to the restructuring plans and the related restructuring
NetScout Systems, Inc.
liability (in thousands):
Balance at March 31, 2020
Restructuring charges to operations
Cash payments
Other adjustments
Balance at March 31, 2021
Balance at March 31, 2022
Restructuring charges to operations
Cash payments
Other adjustments
Balance at March 31, 2023
NOTE 11 – LONG-TERM DEBT
Q2 FY20
Plan
Q4 FY20
Plan
FY23
Plan
Total
$
$
$
$
3
$
1,717
$
—
(3)
—
— $
— $
—
—
—
— $
62
(1,860)
81
— $
— $
—
—
—
— $
— $
—
1,720
62
—
(1,863)
—
— $
— $
1,861
(1,712)
(149)
81
—
—
1,861
(1,712)
(149)
— $
—
On July 27, 2021, the Company amended and extended the existing credit facility (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.
In connection with the Second Amended and Restated Credit Agreement, during the fiscal year ended March 31, 2022,
the Company paid off the outstanding balance of $350 million under the previous amended credit agreement by borrowing the
same amount under the Second Amended and Restated Credit Agreement. Additionally, the Company recorded a loss on the
extinguishment of debt of $0.6 million, representing the write off of unamortized deferred financing costs, which was included
in interest expense in the consolidated statements of operations for the fiscal year ended March 31, 2022.
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).
During the fiscal year ended March 31, 2023, the Company repaid $250.0 million of borrowings under the Second
Amended and Restated Credit Agreement. At March 31, 2023, $100 million was outstanding under the Second Amended and
Restated Credit Agreement.
The First Amendment provides that U.S. dollar-denominated advances under the Second Amended 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 December 31, 2022, until the Company has delivered financial statements for the
quarter ended March 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 the Company's
F-24
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
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 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 Benchmark Revolving loans if the Company’s
consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.
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 December 31, 2022, until the Company has delivered financial statements
for the quarter ended March 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 subfacility on the amount of
such lender’s letter of credit exposure, at a rate per annum equal to the applicable margin for term SOFR loans. 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 Borrower 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. As of March 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
F-25
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
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.
The Company had unamortized capitalized debt issuance costs, net of $3.7 million at March 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 $2.6 million was included as other assets in the
Company's consolidated balance sheet at March 31, 2023.
NOTE 12 – NET INCOME PER SHARE
Calculations of the basic and diluted net income per share and potential common shares are as follows (in thousands,
except for per share data):
Numerator:
Net income
Denominator:
Fiscal Year Ended March 31,
2023
2022
2021
$
59,648
$
35,874
$
19,352
Denominator for basic net income per share - weighted average common
shares outstanding
71,781
74,019
73,103
Dilutive common equivalent shares:
Weighted average restricted stock units and performance-based
restricted stock units
Denominator for diluted net income per share - weighted average shares
outstanding
Net income per share:
Basic net income per share
Diluted net income per share
1,265
1,065
719
73,046
75,084
73,822
$
$
0.83
0.82
$
$
0.48
0.48
$
$
0.26
0.26
The following table sets forth restricted stock units excluded from the calculation of diluted net income per share, since
their inclusion would be antidilutive (in thousands):
Restricted stock units
Fiscal Year Ended March 31,
2023
2022
2021
1,799
1,222
2,864
Basic net income per share is calculated by dividing net income 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 per share is calculated by dividing net income by the
weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding 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 unrecognized compensation expense as
additional proceeds.
The delivery of 4.5 million shares under the Company's ASR agreements reduced the Company's outstanding shares used
to determine the weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share
for the fiscal year ended March 31, 2023. See Note 13 for additional information.
NOTE 13 – TREASURY STOCK
On October 24, 2017, the Company's Board of Directors approved a share repurchase program that enables the Company
to repurchase up to twenty-five million shares of its common stock (2017 Share Repurchase Program). This program became
effective once the Company's previously disclosed twenty million share repurchase program was completed. The Company is
F-26
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
not obligated to acquire any specific amount of common stock within any particular timeframe as a result of this 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 will become effective once the 2017 Share Repurchase Program is 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.
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 million payment to each of the Dealers on
May 10, 2022, and received an initial delivery of 1,627,907 shares from each of the Dealers, or 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.
Through March 31, 2023, the Company repurchased a total of 23,790,847 shares for $660.4 million in the open market
under the 2017 Share Repurchase Program. At March 31, 2023, 1,209,153 shares of common stock remained available to be
purchased under the 2017 Share Repurchase Program, and 25,000,000 shares of common stock remained available to be
purchased under the 2022 Share Repurchase Program. The Company repurchased 4,549,329 shares for $152.9 million,
1,330,678 shares for $35.6 million, and 154,271 shares for $3.3 million of its common stock under the 2017 Share Repurchase
Program during the fiscal years ended March 31, 2023, 2022 and 2021, respectively.
In connection with the vesting and release of the restriction on shares of restricted stock, the Company repurchased
562,360 shares for $19.4 million, 546,053 shares for $15.7 million and 506,917 shares for $13.3 million related to minimum
statutory tax withholding requirements on these restricted stock units during the fiscal years ended March 31, 2023, 2022 and
2021, respectively. These repurchase transactions do not fall under the repurchase program described above, and therefore do
not reduce the amount that is available for repurchase under those programs.
NOTE 14 – STOCK PLANS
2011 Employee Stock Purchase Plan
On September 7, 2011, the Company's stockholders approved the 2011 Employee Stock Purchase Plan (the ESPP), under
which 2.5 million shares of the Company's common stock were reserved for issuance. On November 8, 2018, the Company
increased the number of shares available under the ESPP by an additional 3 million shares, and on August 24, 2022, the
Company's stockholders approved an amendment to the ESPP that increased the number of shares available under the ESPP by
another 2,000,000 shares. The Company implemented the ESPP on March 1, 2012. Eligible employees may purchase shares of
the Company's common stock through regular payroll deductions of up to 20% of their eligible compensation. Under the terms
of the offering under the ESPP, the number of shares of the Company's common stock which a participant could purchase
during any purchase period is limited to 2,000. In addition, the fair market value of shares purchased by an individual
participant in the plan may not exceed $25,000 if the contribution period is within any calendar year. However, if contribution
periods overlap calendar years, an individual participant is eligible to utilize the unused portion of the $25,000 limit from the
subsequent purchase in the current purchase up to $50,000. 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 market value on the last day of such offering
period. The offering periods run from March 1 through August 31 and from September 1 through the last day of February of
each year. During the fiscal year ended March 31, 2023, employees purchased 480,783 shares under the ESPP with a weighted
average purchase price per share of $29.85. At March 31, 2023, 2,772,615 shares were available for future issuance under the
ESPP.
F-27
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
2019 Equity Incentive Plan
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,
established 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 to the 2019 First Amended Plan (2019 Second
Amended Plan). This amendment increased the number of shares reserved for issuance by 7,000,000 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 Second Amended Plan. At August 24, 2022, there was a total of 8,764,811 shares reserved for issuance under the 2019
Second Amended Plan, which consisted of 7,000,000 new shares plus 1,764,811 shares that remained available for grant under
the 2019 First Amended Plan as of August 24, 2022, the effective date of the 2019 Second Amended Plan. We refer the the
2019 Plan, 2019 First Amended Plan and 2019 Second Amended Plan collectively as the "Amended 2019 Plan".
The aggregate number of shares available for issuance under the 2019 Second Amended Plan will increase for any shares
(each a "Returning Share"): (i) subject to an award granted under the Amended 2007 Plan or Amended 2019 Plan that are not
issued because such award expires or otherwise terminates without all of the shares covered by such award having been issued;
(ii) subject to an award under the Amended 2007 Plan or Amended 2019 Plan that are not issued because such award is settled
in cash; (iii) issued pursuant to an award granted under the Amended 2007 Plan or Amended 2019 Plan that are forfeited back
to or repurchased by the Company because of failure to vest; and (iv) that are reacquired or withheld by the Company to satisfy
tax withholding obligations in connection with common stock issued pursuant to a Full Value Award (as defined below)
granted under the Amended 2007 Plan or Amended 2019 Plan. The amount of such increase will be (i) one share for each
Returning Share subject to a stock option or stock appreciation right with an exercise or strike price that is at least 100% of the
fair market value of the Company's common stock on the date of grant (an "Appreciation Award"); and (ii) 2.34 shares for each
Returning Share subject to an equity award other than an Appreciation Award (a "Full Value Award") that is returned on or
after August 24, 2022. Furthermore, the share reserve under the 2019 Second Amended Plan is reduced by: (i) one share for
each share of common stock issued pursuant to an Appreciation Award, (ii) 2.76 shares for each share of common stock issued
pursuant to a Full Value Award granted under the Amended 2019 Plan on or after September 12, 2019 but prior to September
10, 2020; (iii) 2.32 shares for each share of common stock issued pursuant to a Full Value Award granted under the Amended
2019 Plan on or after September 10, 2020 but prior to August 24, 2022; and (iv) by 2.34 shares for each share of common stock
issued pursuant to a Full Value Award granted under the Amended 2019 Plan on or after August 24, 2022. At March 31, 2023,
an aggregate of 5,749,471 shares of unvested equity awards granted under the amended 2019 Plan were outstanding.
The 2019 Amended Plan is administered by the Compensation Committee of the Board of Directors. The Compensation
Committee operates under guidelines established by the Board of Directors. The Compensation Committee has the authority to
select the employees and consultants to whom awards are granted (except for directors and executive officers) and determine
the terms of each award, including the number of shares of common stock subject to the award.
Share-based awards generally vest over four years. The exercise price of stock options shall not be less than 100% of the
fair market value of the common stock at the date of grant (110% for incentive stock options granted to holders of more than
10% of the voting stock of NetScout). The term of stock options granted cannot exceed seven years (five years for incentive
stock options granted to holders of more than 10% of the voting stock of NetScout).
Based on historical experience, the Company assumed an annualized forfeiture rate of 0% for awards granted to its
independent directors, approximately 2% for awards granted to its senior executives, and approximately 5% granted to all
remaining employees during the fiscal years ended March 31, 2023, 2022 and 2021.
Periodically, the Company grants share-based awards to employees, officers, and directors of the Company and its
subsidiaries. During the fiscal years ended March 31, 2023 and 2022, the Company granted 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 were 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
F-28
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
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 2019 Plan, the 2019 Amended Plan, and the
2019 Second Amended 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):
Cost of product revenue
Cost of service revenue
Research and development
Sales and marketing
General and administrative
Fiscal Year Ended March 31,
2023
2022
2021
$
1,129
$
1,022
$
7,286
17,055
22,612
13,904
6,020
15,505
19,684
13,843
$
61,986
$
56,074
$
1,038
5,823
16,138
17,328
11,565
51,892
Transactions under the Amended 2007, 2019 Plan, the 2019 Amended Plan, and the 2019 Second Amended Plan during
the fiscal years ended March 31, 2023, 2022 and 2021 are summarized in the table below.
Outstanding – March 31, 2020
Granted
Vested
Canceled
Outstanding – March 31, 2021
Granted
Vested
Canceled
Outstanding – March 31, 2022
Granted
Vested
Canceled
Outstanding – March 31, 2023
Restricted Stock Units
Number of
Awards
4,274,473
$
2,038,681
(1,630,228)
(187,313)
4,495,613
$
2,121,937
(1,728,994)
(260,622)
4,627,934
$
3,096,295
(1,777,708)
(197,050)
5,749,471
$
Weighted
Average
Fair Value
28.68
27.42
28.63
28.28
28.14
29.06
29.04
28.07
28.23
33.73
28.34
30.93
31.07
At March 31, 2023, there were 6,241,002 shares of common stock available for grant under the 2019 Second Amended
Plan.
The aggregate intrinsic value of stock options exercised and the fair value of restricted stock units vested at March 31,
2023, 2022 and 2021 were as follows (in thousands):
Total fair value of restricted stock unit awards vested
Fiscal Year Ended March 31,
2023
2022
2021
$
61,128
$
49,593
$
42,510
At March 31, 2023, the total unrecognized compensation cost related to restricted stock unit awards was $135.1 million,
which is expected to be amortized over a weighted-average period of 1.4 years.
F-29
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
NOTE 15 – PENSION BENEFIT PLANS
401(k) Plan
The Company has a defined contribution program for certain employees that is qualified under Section 401(k) of the
Internal Revenue Code of 1986, as amended. The Company matches 50% of the employee's contribution up to 6% of the
employee’s salary. NetScout contributions vest at a rate of 25% per year of service. NetScout made matching contributions of
$6.7 million, $7.1 million and $6.7 million to the plan for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.
Defined Benefit Pension Plan
Certain of the Company's non-U.S. employees participate in certain noncontributory defined benefit pension plans. None
of the Company's employees in the U.S. participate in any noncontributory defined benefit pension plans. In general, these
plans are funded based on considerations relating to legal requirements, underlying asset returns, the plan's funded status, the
anticipated deductibility of the contribution, local practices, market conditions, interest rates and other factors.
The components of the change in benefit obligation of the pension plan is as follows (in thousands):
Benefit obligation, at beginning of year
Service cost
Interest cost
Benefits paid and other
Actuarial gain
Foreign exchange rate impact
Benefit obligation, at end of year
March 31,
2023
32,849
291
699
(535)
(8,207)
(530)
24,567
$
$
March 31,
2022
37,586
331
560
(422)
(2,761)
(2,445)
32,849
$
$
The reconciliation of the beginning and ending balances of the fair value of the assets of the pension plan is as follows (in
thousands):
Fair value of plan assets, at beginning of year
Employer direct benefit payments
Benefits paid and other
Fair value of plan assets, at end of year
March 31,
March 31,
2023
2022
$
$
— $
535
(535)
— $
—
422
(422)
—
The following sets forth the components of the Company's net periodic pension cost of the noncontributory defined
benefit pension plans for the fiscal years ended March 31, 2023, 2022, and 2021 (in thousands):
Service cost
Interest cost
Net periodic pension cost
Fiscal Year Ended March 31,
2023
2022
2021
$
$
291
699
990
$
$
331
560
891
$
$
333
667
1,000
Weighted average assumptions used to determine net periodic pension cost at date of measurement:
Discount rate
Rate of compensation increase
March 31,
March 31,
March 31,
2023
2022
2021
4.10 %
3.00 %
2.20 %
3.00 %
1.60 %
3.00 %
F-30
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
As of March 31, 2023, unrecognized actuarial gain of $8.2 million ($5.8 million, net of tax) which have not yet been
recognized in net periodic pension cost are included in accumulated other comprehensive income. The unrecognized actuarial
gains and losses are calculated as the difference between the actuarially determined projected benefit obligation and the value of
the plan assets less accrued pension costs. None of this amount is expected to be recognized in net periodic pension costs during
the fiscal year ending March 31, 2024. No plan assets are expected to be returned to the Company during the fiscal year ending
March 31, 2024.
Expected Contributions
During the fiscal year ended March 31, 2023, the Company contributed $535 thousand to its defined benefit pension plan.
The following sets forth benefit payments, which reflect expected future service, as appropriate, expected to be paid by the plan
in the periods indicated (in thousands):
2024
2025
2026
2027
2028
2029 - 2033
788
997
582
691
878
6,233
$
$
$
$
$
$
NOTE 16 – INCOME TAXES
Income before income tax expense consisted of the following (in thousands):
Domestic
Foreign
Fiscal Year Ended March 31,
2023
2022
2021
$
$
56,463
11,952
68,415
$
$
27,690
15,202
42,892
$
$
4,985
17,319
22,304
The components of the income tax expense are as follows (in thousands):
Current income tax expense:
Federal
State
Foreign
Deferred income tax benefit:
Federal
State
Foreign
Fiscal Year Ended March 31,
2023
2022
2021
$
$
48,853
5,766
7,879
62,498
$
7,240
2,897
9,343
19,480
(47,297)
(4,006)
(2,428)
(53,731)
(7,240)
(3,406)
(1,816)
(12,462)
$
8,767
$
7,018
$
14,701
2,426
9,902
27,029
(18,190)
(3,404)
(2,483)
(24,077)
2,952
F-31
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
The income tax expense computed using the U.S. statutory federal income tax rate differs from NetScout's effective tax
rate primarily due to the following:
U.S. statutory federal income tax rate
State taxes, net of federal tax effect
U.S. federal and state research and development tax credits
Effect of foreign operations
Meals and entertainment
Change in valuation allowance
Stock compensation
Global intangible low taxed income
Foreign derived intangible income
Foreign withholding
Other permanent differences
Fiscal Year Ended March 31,
2023
2022
2021
21.0 %
21.0 %
21.0 %
3.6
(9.0)
1.8
0.4
3.5
(0.6)
—
(11.7)
4.1
(0.3)
1.1
(11.9)
6.3
0.2
5.1
2.0
(0.1)
(12.6)
5.2
0.1
2.4
(23.7)
(4.5)
0.8
24.0
5.1
0.8
(24.5)
13.8
(2.0)
12.8 %
16.4 %
13.2 %
The components of net deferred tax assets and liabilities are as follows (in thousands):
Deferred tax assets:
Accrued expenses
Capitalized R&D expenses
Deferred revenue
Reserves
Pension and other retiree benefits
Net operating loss carryforwards
Tax credit carryforwards
Share-based compensation
Operating lease liability
Other deferred tax assets
Total gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Intangible assets
Operating lease right-of-use asset
Depreciation
Other deferred tax liabilities
Total deferred tax liabilities
Fiscal Year Ended March 31,
2023
2022
$
6,074
$
40,909
24,112
3,902
2,319
9,016
21,512
7,338
14,020
35
129,237
(15,612)
113,625
8,721
—
17,267
3,106
4,903
11,611
21,132
6,172
15,639
658
89,209
(13,160)
76,049
(104,245)
(117,839)
(11,854)
(5,563)
(12,368)
$
(20,405) $
(13,189)
(6,612)
(10,425)
(72,016)
The 2017 Tax Cuts and Jobs Act (TCJA) contained a provision which became effective for R&D expenditures incurred in
years beginning on or after Jan. 1, 2022, that R&D expenditures incurred are no longer allowed as an immediate deduction for
federal income tax purposes. Rather, R&D expenditures incurred must be capitalized and amortized over a five-year period or
fifteen -year period depending on if the expenditures are domestic or foreign, respectively.
F-32
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
Deferred tax assets and liabilities are recognized based on the anticipated future tax consequences, attributable to
differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse.
The Company evaluates the recoverability of deferred tax assets by considering all positive and negative evidence. The
Company weighs objective and verifiable evidence more heavily in this analysis. In situations where the Company concludes
that it does not have sufficient objective and verifiable evidence to support the realizability of the asset it creates a valuation
allowance against it. As a result, the Company established a valuation allowance of $13.2 million as of March 31, 2022 and
$15.6 million as of March 31, 2023, representing an increase of $2.4 million. The increase in the valuation allowance as of
March 31, 2023, as compared to March 31, 2022, is primarily due to deferred tax assets related to U.S. foreign tax credits that
the Company believes are not more likely than not to be realized. If it is later determined the Company is able to use all or a
portion of the deferred tax assets for which a valuation allowance has been established, then the Company may be required to
recognize these deferred tax assets as a tax benefit recorded in the period such determination is made.
At March 31, 2023, the Company had U.S. federal net operating loss carry forwards of $4 million and state net operating
loss carryforwards of $19 million that are subject to expire at various dates beginning in 2025 and 2036, respectively. At March
31, 2023, the Company also had U.S. foreign tax credit carryforwards and state tax credits of $7 million and $9 million that are
subject to expire at various dates beginning 2030 and 2036, respectively. At March 31, 2023, the Company had foreign net
operating loss carryforwards of $40 million and foreign tax credit carryforwards of $7 million, respectively. The majority of
foreign net operating losses and foreign tax credits have no expiration dates. As of March 31, 2023, the Company does not
expect any U.S. federal and state net operating losses or research and development tax credits to go unutilized.
The Company files U.S. federal tax returns and files returns in various state, local and foreign jurisdictions. With respect
to the U.S. federal and primary jurisdictions, the Company is no longer subject to examinations by tax authorities for tax years
before 2018, although carryforward attributes that were generated prior to 2018 may still be adjusted upon examination if they
either have been or will be used in a future period. The Company also receives inquiries from various tax jurisdictions during
the year, and some of those inquiries may include an audit of tax returns previously filed. In the normal course of business,
NetScout and its subsidiaries are examined by various taxing authorities, including the IRS in the United States.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties,
for the fiscal years ended March 31, 2023, 2022 and 2021 is as follows (in thousands):
Balance at April 1,
Additions based on tax positions related to the current year
Reductions of prior years tax positions due to lapse of statute of limitations
Increase in unrecognized tax benefits as a result of a tax position taken
during a prior period
Balance at March 31,
Fiscal Year Ended March 31,
2023
2022
2021
$
$
638
$
913
$
28
—
358
1,024
$
28
(303)
—
638
$
1,151
48
(286)
—
913
The Company is unable to make a reliable estimate when cash settlement, if any, will occur with a tax authority as the
timing of examinations and ultimate resolution of those examinations is uncertain. All of the unrecognized tax benefits would
affect the effective tax rate if recognized.
The Company includes interest and penalties accrued in the consolidated financial statements as a component of the tax
provision. The interest and penalties are immaterial to the provision.
Over the next twelve months, previously unrecognized tax benefits primarily due to the lapse of statute of limitations will
be immaterial.
The Company continues to assert that certain historical book over tax outside basis differences primarily related to
unremitted foreign earnings are permanently reinvested. The Company's intent is to only make distributions from its foreign
subsidiaries in the future when they can be made at no or an immaterial net tax cost. Unremitted foreign earnings total
approximately $144 million. The Company does not expect taxes related to the unremitted foreign earnings to be material if
they were distributed which would primarily consist of foreign withholding taxes.
F-33
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
NOTE 17 – 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 8 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 years 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 fiscal years ended March 31, 2023 and 2022 were as follows (in
thousands):
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
Fiscal Year Ended March 31,
2023
2022
12,352 $
3,243
3,634
19,229 $
12,817
4,127
3,523
20,467
$
$
The table below presents supplemental cash flow information related to leases during the fiscal years ended March 31,
2023 and 2022 (in thousands):
Right-of-use assets obtained in exchange for new operating lease liabilities
$
7,143 $
4,002
Fiscal Year Ended March 31,
2023
2022
At March 31, 2023 and 2022, the weighted average remaining lease term in years and weighted average discount rate
were as follows:
Weighted average remaining lease term in years - operating leases
Weighted average discount rate - operating leases
March 31, 2023
March 31, 2022
6.07
4.2 %
6.98
4.0 %
F-34
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
Future minimum payments under non-cancellable leases at March 31, 2023 are as follows (in thousands):
Year Ending March 31,
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less imputed interest
Present value of lease liabilities
$
$
$
12,987
12,947
11,202
8,245
7,215
15,697
68,293
(7,824)
60,469
NOTE 18 – COMMITMENTS AND CONTINGENCIES
Legal
From time to time, NetScout is subject to legal proceedings and claims in the ordinary course of business. In the opinion
of management, the amount of ultimate expense with respect to any current legal proceedings and claims, if determined
adversely, will not have a material adverse effect on the Company's financial condition, results of operations or cash flows.
As previously disclosed, in March 2016, Packet Intelligence LLC (Packet Intelligence or Plaintiff) filed a Complaint
against NetScout and two subsidiary entities in the United States District Court for the Eastern District of Texas asserting
infringement of five United States patents. Plaintiff's Complaint alleged that legacy Tektronix GeoProbe products, including the
G10 and GeoBlade products, infringed these patents. NetScout filed an Answer denying Plaintiff's allegations and asserting that
Plaintiff's patents were, among other things, invalid, not infringed, and unenforceable due to inequitable conduct. In October
2017, a jury trial was held to address the parties' claims and counterclaims regarding infringement of three patents by the G10
and GeoBlade products, invalidity of these patents, and damages. 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. 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
F-35
NetScout Systems, Inc.
Notes to Consolidated Financial Statements—(Continued)
associated with such damages award remains "probable" in accounting terms, and that the risk of loss associated with pre-suit
damages is remote.
Unconditional Purchase Obligations
At March 31, 2023, the Company had unconditional purchase obligations of $100.1 million, which represent estimated
open purchase orders to purchase inventory as well as commitments for products and services used in the normal course of
business.
NOTE 19 – SEGMENT AND GEOGRAPHIC INFORMATION
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 export controls. The Company reports
revenues and income under one reportable segment.
Total revenue by geography is as follows (in thousands):
United States
Europe
Asia
Rest of the world
Fiscal Year Ended March 31,
2023
583,482
$
2022
501,043
$
2021
484,129
$
145,678
61,685
123,685
165,190
64,968
124,374
$
914,530
$
855,575
$
160,372
56,562
130,219
831,282
The United States revenue includes sales to resellers in the United States. These resellers fulfill customer orders and may
subsequently ship the Company's products to international locations. Further, the Company determines the geography of its
sales after considering where the contract originated. A majority of revenue attributable to locations outside of the United States
is a result of export sales. Substantially all of the Company's identifiable assets are located in the United States.
F-36
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NetScout Systems, Inc.
Schedule II—Valuation and Qualifying Accounts
(in thousands)
Fiscal year ended March 31, 2021
Allowance for credit losses
Deferred tax asset valuation allowance
Fiscal year ended March 31, 2022
Allowance for credit losses
Deferred tax asset valuation allowance
Fiscal year ended March 31, 2023
Allowance for credit losses
Deferred tax asset valuation allowance
Balance at
Beginning
of Fiscal Year
Additions
Resulting in
Charges to
Operations
Charges to
Other
Accounts
Deductions
Due to Write-
Offs
Balance at
End of Fiscal
Year
$
$
$
$
$
$
1,350
5,641
416
11,406
1,649
13,126
$
$
$
$
$
$
48
5,765
1,963
1,720
479
2,486
$
$
$
$
$
$
(733)
—
(25)
—
876
—
$
$
$
$
$
$
(249) $
416
— $
11,406
(705) $
1,649
— $
13,126
(2,329) $
675
— $
15,612
S-1
C o r p o r a t e I n f o r m a t i o n
E xe cu ti ve O f f i ce r s
B o ar d of D ire c to r s
Anil K. Singhal
Anil K. Singhal
Co-Founder, President,
Chief Executive Officer and
Chairman of the Board
Michael Szabados
Chief Operating Officer and
Vice Chairman of the Board
Jean Bua
Executive Vice President,
Chief Financial Officer and Treasurer
John W. Downing
Executive Vice President,
Worldwide Sales Operations
Co-Founder, President,
Chief Executive Officer and
Chairman of the Board
NetScout Systems, Inc.
Michael Szabados
Chief Operating Officer and
Vice Chairman of the Board
NetScout Systems, Inc.
Robert E. Donahue
President and
Chief Executive Officer (Retired)
Authorize.net Holdings, Inc.
John R. Egan
Managing Partner
Egan-Managed Capital, L.P.
Alfred Grasso
President and
Chief Executive Officer (Retired)
The Mitre Corporation
Joseph G. Hadzima, Jr.
Managing Director
Main Street Partners, LLC
Shannon Nash
Chief Financial Officer
Wing, a subsidiary of Alphabet, Inc.
Marlene Pelage
Global Chief Financial Officer
IPG Mediabrands
Christopher Perretta
Chief Information and
Operations Officer (Retired)
MUFG Americas Holding Corporation
Susan L. Spradley
Former Chief Executive Officer
Motion Intelligence, Inc.
Vivian Vitale
Principal
Vivian Vitale Consulting, LLC
Co r p o rate H ea d q uar te r s
NetScout Systems, Inc.
310 Littleton Road
Westford, MA 01886
Telephone: (978) 614-4000
Fax: (978) 614-4004
Web: www.netscout.com
F o r m 10 - K
Stockholders may obtain copies of the exhibits to the
Company’s Annual Report on Form 10-K as filed with the
Securities and Exchange Commission at the SEC’s website,
www.sec.gov, or by contacting NETSCOUT Investor Relations
or by visiting the investor relations section of the Company’s
website, www.netscout.com.
Inve s to r Re latio n s
NetScout Systems, Inc.
310 Littleton Road
Westford, MA 01886
Telephone: (978) 614-4000
Email: ir@netscout.com
A nnual M e e tin g
The Annual Meeting of Stockholders of the Company will be
held on Thursday, September 14, 2023 at 10:00 a.m. ET.
L e gal Co un s e l
Cooley LLP
Boston, MA
In d e p e n d e nt Re g i s te re d Pub li c
A cco untin g F ir m
PricewaterhouseCoopers LLP
Boston, MA
Tran s f e r A ge nt
Computershare
P.O. Box 43078
Providence, RI 02940-3078
Stockholder Inquiries:
Telephone: (877) 239-1247
International Shareowners: (201) 680-6578
www.computershare.com/investor
Co mm o n Sto ck
Common Stock of NetScout Systems, Inc. is traded on the
Nasdaq Global Select Market under the symbol “NTCT”
Aligned with Key Technology Trends
5G technology and network evolution
• Digital transformation/cloud migration
Expanding cybersecurity threat landscape
• Business intelligence and analytics
Recurring Revenue
~50% of revenue from support/maintenance contracts
• High customer retention rates
Significant repeat customer business
Strong Financial Profile
• More than $425M of cash at FY’23 year-end
• More than $145M of free cash flow generated in FY’23
•
Robust balance sheet
Disciplined Financial Management and
Capital Allocation Approach
EPS growth focused
Clear capital allocation priorities
~$1.3B returned to shareholders through
share repurchases over the past 8 years
•
•
•
•
•
•
•
w w w . n e t s c o u t . c o m
310 Littleton Road
Westford, MA 01886
P 978 - 614 - 4000
001CSN55B5