NETSCOUT SYSTEMS, INC. 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 used by customers worldwide 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 inUkraine , we have ceased business operations inRussia , including sales, support on existing contracts and professional services.The United States and other countries have imposed sanctions onRussia that could impact our future revenue streams. These events have not had a material impact on our fiscal year 2022 financial statements. We will continue to monitor the impact of these events on all aspects of our business.
COVID-19 Impact
InMarch 2020 , theWorld Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The pandemic and these containment and mitigation measures have led to adverse impacts on theU.S. and global economies. While we have begun the process of reopening at some of our facilities, we remain focused on protecting the health and well-being of our employees and continue to support work from home flexibility where necessary and feasible. The extent of further impact of the COVID-19 pandemic on our operational and financial performance will depend on certain developments, including the duration of the pandemic, its impact on our customers and suppliers and the range of governmental and community reactions to the pandemic, which continue to evolve and cannot be fully predicted at this time. We will continue to proactively respond to the situation and may take further actions that could alter our business operations if required by governmental authorities, or that we determine are in the best interests of our stakeholders. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how it has impacted and could continue to impact our customers, employees, supply chain, and distribution network. During fiscal year 2021, the COVID-19 pandemic and resulting challenging macro-economic environment caused elongated purchasing cycles that impacted our revenue. However, the revenue impact in fiscal year 2021 was offset by a reduction in our operating expenses as a result of our cost control measures and COVID-19 related restrictions on travel and events. For fiscal year 2022, as people in the world began to get immunized and started to adapt to a "new normal", 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. We believe our current cash reserves and access to capital through our revolving credit facility leaves us well-positioned to manage our business as the pandemic continues and as a recovery slowly occurs. We expect net cash provided by operations 34 --------------------------------------------------------------------------------
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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, as necessary. In addition to our cash equivalents, based on covenant levels, we had as ofMarch 31, 2022 an incremental$450 million available to us under our revolving credit facility. OnMarch 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. We have elected to defer the employer-paid portion of social security taxes. As ofMarch 31, 2022 , we had deferred$4.5 million of employer payroll taxes which is required to be deposited byDecember 2022 .
Results Overview
Total revenue increased for the fiscal year endedMarch 31, 2022 as compared to total revenue for the fiscal year endedMarch 31, 2021 primarily due to an increase in revenue from the product portion of our network performance management offerings from enterprise customers, and an increase in revenue from the service portion from our DDoS offerings.
Our gross profit percentage increased by two percentage points to 75% during the
fiscal year ended
Net income for the fiscal year endedMarch 31, 2022 was$35.9 million , as compared with income for the fiscal year endedMarch 31, 2021 of$19.4 million , an increase of$16.5 million . The increase in net income was primarily due to a$24.3 million increase in revenue, a$7.2 million decrease in amortization of intangible assets, a$5.3 million decrease in foreign exchange expense, a$2.8 million decrease in interest expense, a$2.4 million decrease in expenses related to trade shows, user conferences and other events, a$2.3 million decrease in depreciation expense, a$1.9 million decrease in cost of materials used to support customers under service contracts, and a$1.9 million decrease in costs to deliver radio frequency propagation modeling projects. These increases in net income were partially offset by an$8.0 million increase in commissions expense, a$6.5 million increase in contractor fees, a$4.6 million increase in advertising and other marketing related costs, a$4.1 million increase in income tax expense, a$3.4 million increase in legal-related expenses and penalties, a$3.0 million increase in travel expenses attributable to the lifting of some COVID-19 related restrictions, a$2.4 million increase in obsolescence charges, and a$2.4 million increase in the provision for allowance in credit losses. AtMarch 31, 2022 , we had cash, cash equivalents, and marketable securities (current and non-current) of$703.2 million . This represents an increase of$226.7 million compared to the fiscal year endedMarch 31, 2021 . This increase was primarily due to$296.0 million in cash provided by operations during the fiscal year endedMarch 31, 2022 . During the fiscal year endedMarch 31, 2022 , we collected$0.8 million of contingent consideration which represented earnout payments that were contingent upon achieving certain milestones related to the divestiture of our handheld network test (HNT) tools business inSeptember 2018 . These increases were partially offset by$35.7 million used in treasury stock repurchases,$15.7 million used for tax withholdings on restricted stock units,$10.4 million used for capital expenditures, and$3.7 million used for the payment of debt issuance costs during the fiscal year endedMarch 31, 2022 .
Use of Non-GAAP Financial Measures
We supplementthe 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 includes 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 includes the aforementioned adjustments and also removes business development and integration expense, new standard implementation expense, compensation for post-combination services, legal expenses related to a civil judgment, restructuring charges, and transitional service agreement expenses. Non-GAAP net income includes the foregoing adjustments related to non-GAAP income from operations, and also removes loss on extinguishment of debt and change in fair value of contingent consideration, net of related income tax effects. Non-GAAP EBITDA from operations includes the aforementioned items related to non-GAAP income from operations and also removes non-acquisition related depreciation expense. 35 --------------------------------------------------------------------------------
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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 (loss) and diluted net
income (loss) 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, without the supplemental non-GAAP disclosures, might 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.
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The following table reconciles revenue, gross profit, income from operations, net income (loss) and net income (loss) per share on a GAAP and non-GAAP basis for the fiscal years endedMarch 31, 2022 , 2021 and 2020:
Fiscal Year Ended
(Dollars in Thousands, Except per Share Data)
2022 2021 2020
GAAP revenue $ 855,575 $ 831,282 $ 891,820
Service deferred revenue fair value adjustment - 6 192
Non-GAAP revenue $ 855,575 $ 831,288 $ 892,012
GAAP gross profit $ 641,389 $ 609,185 $ 649,628
Service deferred revenue fair value adjustment - 6 192
Share-based compensation expense 7,042 6,861 6,843
Amortization of acquired intangible assets 13,385 19,058 24,974
Acquisition related depreciation expense 24 23 31
Non-GAAP gross profit $ 661,840 GAAP income from operations$ 48,634
Service deferred revenue fair value adjustment - 6 192
Share-based compensation expense 56,074 51,892 50,861
Amortization of acquired intangible assets 73,126 80,189 89,479
Business development and integration expense (5) 2 373
New standard implementation expense - - 5
Compensation for post-combination services 2 251 578
Restructuring charges - 62 2,674
Acquisition related depreciation expense 254 242 312
Transitional service agreement expense 814 215 1,212
Legal judgments expense 1,100 2,804 -
Non-GAAP income from operations $ 179,999 GAAP net income (loss)$ 35,874
Service deferred revenue fair value adjustment - 6 192 Share-based compensation expense 56,074 51,892 50,861 Amortization of acquired intangible assets 73,126 80,189 89,479 Business development and integration expense (5) 2 373 New standard implementation expense - - 5 Compensation for post-combination services 2 251 578 Restructuring charges - 62 2,674 Acquisition-related depreciation expense 254 242 312 Loss on extinguishment of debt 596 - - Change in fair value of contingent consideration (837) - 762 Legal judgments expense 1,100 2,804 - Income tax adjustments (27,796) (28,977) (23,415) Non-GAAP net income$ 138,388
GAAP diluted net income (loss) per share$ 0.48 $ 0.26 $ (0.04) Per share impact of non-GAAP adjustments identified above 1.36 1.44 1.61 37 --------------------------------------------------------------------------------
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Non-GAAP diluted net income per share$ 1.84 $
1.70
GAAP income from operations$ 48,634 $ 37,130 $ 17,638 Previous adjustments to determine non-GAAP income from operations 131,365 135,663 145,686 Non-GAAP income from operations 179,999 172,793 163,324 Depreciation excluding acquisition related 22,404 25,397 26,313 Non-GAAP EBITDA from operations$ 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
security 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 shipment, provided a legally
enforceable contract exists, control has passed to the customer, and in the case
of software products, when the customer has the rights and ability to access the
software, and collection of the related receivable is probable. If any
significant obligations to the customer remain post-delivery, typically
involving obligations relating to installation and acceptance by the customer,
revenue recognition is deferred until such 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.
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 when we sell each of the
products and services separately 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
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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
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 atJanuary 31, 2022 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. Indefinite-lived intangible assets are tested for impairment at least annually, or on an interim basis if an event occurs or circumstances change that would, more likely than not, reduce the fair value of the indefinite-lived intangible assets below its carrying value. 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 indefinite-lived intangible is impaired. If based on our qualitative assessment, we conclude that it is more likely than not that the fair value of the indefinite-lived asset is less than its carrying amount, quantitative impairment testing is required. However, if we conclude otherwise, quantitative impairment testing is not required. We completed two acquisitions during the three-year period endedMarch 31, 2022 . 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 related to the two acquisitions represent 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 contingent purchase consideration of$0.7 million related to theGigavation Incorporated (Gigavation) acquisition was paid to the seller inFebruary 2021 . The contingent purchase consideration of$1.0 million related to theEastwind Networks, Inc. (Eastwind ) acquisition was paid to the seller inApril 2020 . 39 --------------------------------------------------------------------------------
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Comparison of Years Ended
The sections that follow discuss our consolidated statement of operations data for the fiscal years endedMarch 31, 2022 andMarch 31, 2021 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 endedMarch 31, 2020 including results as a percentage of revenue for that period, as well as (ii) our liquidity and capital resources for the fiscal year endedMarch 31, 2020 , see "Comparison of Years EndedMarch 31, 2021 and 2020" and "Liquidity and Capital Resources" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year endedMarch 31, 2021 , filed with theSEC onMay 20, 2021 (our 2021 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 years endedMarch 31, 2022 and 2021, no direct customer or indirect channel partner accounted for more than 10% of our total revenue. Fiscal Year Ended March 31, (Dollars in Thousands) 2022 2021 Change % of % of Revenue Revenue $ % Revenue: Product$ 410,121 48 %$ 377,721 45 %$ 32,400 9 % Service 445,454 52 453,561 55 (8,107) (2) % Total revenue$ 855,575 100 %$ 831,282 100 %$ 24,293 3 % Product. The 9%, or$32.4 million , increase in product revenue compared with the same period last year was primarily due to an increase in revenue from network performance management offerings for enterprise customers.
Service. The 2%, or
Total revenue by geography was as follows:
Fiscal Year Ended March 31,
(Dollars in Thousands)
2022 2021 Change
% of % of
Revenue Revenue $ %
United States $ 501,043 59 % $ 484,129 58 % $ 16,914 3 %
International:
Europe 165,190 19 160,372 19 4,818 3 %
Asia 64,968 8 56,562 7 8,406 15 %
Rest of the world 124,374 14 130,219 16 (5,845) (4) %
Subtotal international 354,532 41 347,153 42 7,379 2 %
Total revenue $ 855,575 100 % $ 831,282 100 % $ 24,293 3 %
United States revenue increased 3%, or $16.9 million , primarily due to an
increase in revenue from network performance management offerings for enterprise
and service provider customers, as well as an increase in revenue from DDoS
enterprise customers. These increases in revenue were partially offset by a
decrease in revenue from DDoS offerings for service provider customers.
International revenue increased 2%, or $7.4 million , primarily driven by higher
revenue from network performance management and DDoS offerings in Europe and
Asia .
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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)
2022 2021 Change
% of % of
Revenue Revenue $ %
Cost of revenue:
Product $ 90,730 11 % $ 95,965 12 % $ (5,235) (5) %
Service 123,456 14 126,132 15 (2,676) (2) %
Total cost of revenue $ 214,186 25 % $ 222,097 27 % $ (7,911) (4) %
Gross profit:
Product $ $ 319,391 37 % $ 281,756 34 % $ 37,635 13 %
Product gross profit % 78 % 75 % 3 %
Service $ $ 321,998 38 % $ 327,429 39 % $ (5,431) (2) %
Service gross profit % 72 % 72 % - %
Total gross profit $ $ 641,389 $ 609,185 $ 32,204 5 %
Total gross profit % 75 % 73 % 2 %
Product. The 5%, or $5.2 million , decrease in cost of product revenue for the
fiscal year ended March 31, 2022 compared to the same period last year was
primarily due to a $5.8 million decrease in the amortization of intangible
assets, and a $1.9 million decrease in costs related to the delivery of radio
frequency propagation modeling projects. These decreases were partially offset
by a $2.4 million increase in obsolescence charges. The product gross profit
percentage increased by three percentage points to 78% during the fiscal year
ended March 31, 2022 as compared to the same period in the prior year. The 13%,
or $37.6 million , increase in product gross profit, corresponds with the 9%, or
$32.4 million , increase in product revenue, and the 5%, or $5.2 million ,
decrease in cost of product revenue.
Service. The 2%, or $2.7 million , decrease in cost of service revenue for the
fiscal year ended March 31, 2022 compared to the same period last year was
primarily due to a $4.2 million decrease in employee-related expenses associated
with a reduction in headcount as well as a decrease associated with the timing
of certain projects, and a $1.9 million decrease in cost of materials used to
support customers under service contracts. These decreases were partially offset
by a $2.9 million increase in contractor fees. The service gross profit
percentage remained flat at 72% during the fiscal year ended March 31, 2022
compared to the same period in the prior year. The 2%, or $5.4 million , decrease
in service gross profit corresponds with the 2%, or $8.1 million , decrease in
service revenue, partially offset by the 2%, or $2.7 million , decrease in cost
of services revenue.
Gross profit. Our gross profit increased 5%, or $32.2 million , for the fiscal
year ended March 31, 2022 compared to the same period last year. This increase
is attributable to the 3%, or $24.3 million , increase in revenue, and the 4%, or
$7.9 million , decrease in cost of revenue. The gross margin percentage increased
by two percentage points to 75% during the fiscal year ended March 31, 2022
compared to the same period in the prior year.
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Operating Expenses
Fiscal Year Ended March 31,
(Dollars in Thousands)
2022 2021 Change
% of % of
Revenue Revenue $ %
Research and development $ 171,131 20 $ 179,163 22 % $ (8,032) (4) %
Sales and marketing 264,191 31 242,730 29 21,461 9 %
General and administrative 97,692 11 88,969 11 8,723 10 %
Amortization of acquired
intangible assets 59,741 7 61,131 7 (1,390) (2) %
Restructuring charges - - 62 - (62) (100) %
Total operating expenses $ 592,755 69 % $ 572,055 69 % $ 20,700 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 4%, or $8.0 million , decrease in research and development expenses for the
fiscal year ended March 31, 2022 compared to the same period last year was
primarily due to a $6.8 million decrease in employee-related expenses associated
with a reduction in headcount and a decrease in variable incentive compensation,
and a $1.1 million decrease in depreciation 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 9%, or $21.5 million , increase in total sales and marketing expenses for the
fiscal year ended March 31, 2022 compared to the same period last year was
primarily due to an $8.0 million increase in commissions expense, a $7.4 million
increase in employee-related expenses largely due to an increase in variable
incentive compensation, a $4.6 million increase in advertising and other
marketing related expenses, a $2.2 million increase in travel expense primarily
attributable to the lifting of COVID-19 related restrictions, a $1.4 million
increase in contractor fees, and a $0.6 million in recruitment fees, partially
offset by a $2.4 million decrease in expenses related to trade shows, user
conferences and other events, and a $1.0 million decrease in depreciation.
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 10%, or$8.7 million , increase in general and administrative expenses for the fiscal year endedMarch 31, 2022 compared to the same period last year was primarily due to a$3.4 million increase in legal-related expenses and penalties, a$2.7 million increase in employee-related expenses largely due to an increase in variable incentive compensation, and a$2.4 million increase in the provision for allowance in credit losses. 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 ofONPATH Technologies, Inc. ,Simena, LLC ,Psytechnics, Ltd ,Network General Corporation ,Avvasi Incorporated andEfflux Systems, Inc. The 2%, or$1.4 million , decrease in amortization of acquired intangible assets compared to the fiscal year endedMarch 31, 2022 was primarily due to a decrease in the amortization of intangible assets related to the Comms Transaction, partially offset by an increase in the amortization of the definite-lived trade name. 42 --------------------------------------------------------------------------------
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Interest and Other Expense, Net
Interest and other expense, net includes interest earned on our cash, cash
equivalents and marketable securities, interest expense and other non-operating
gains or losses.
Fiscal Year Ended March 31,
(Dollars in Thousands)
2022 2021 Change
% of % of
Revenue Revenue $ %
Interest and other expense,
net $ (5,742) (1) % $ (14,826) (2) % $ 9,084 61 %
The 61%, or $9.1 million , decrease in interest and other expense, net was
primarily due to a $5.3 million decrease in foreign exchange expense, a $2.8
million decrease in interest expense due to debt repayments on the credit
facility as well as a decrease in the average interest rate partially offset by
a loss on the extinguishment of debt, and a $0.6 million increase in
transitional services agreement income related to the HNT tools business
divestiture.
Income Tax Expense
The annual effective tax rate for fiscal year 2022 was 16.4%, compared to an annual effective tax rate of 13.2% for fiscal year 2021. Generally, the effective tax rate differs from theU.S. federal statutory income tax rate primarily due to state income taxes, foreign withholding taxes, and earnings in jurisdictions subject to tax rates higher than theU.S. federal statutory income tax rate, partially offset by the tax benefit associated with foreign derived intangible income deduction, foreign tax credits, and research and development tax credits. The effective tax rate for the twelve months endedMarch 31, 2022 is higher than the effective rate for the twelve months endedMarch 31, 2021 , primarily due to a significant increase in pre-tax income as compared to the prior year. Fiscal Year Ended March 31, (Dollars in Thousands) 2022 2021 Change % of % of Revenue Revenue $ % Income tax expense$ 7,018 1 %$ 2,952 - %$ 4,066 138 %
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. 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, inMarch 2016 ,Packet Intelligence LLC (Packet Intelligence or Plaintiff) filed a Complaint against NetScout and two subsidiary entities in theUnited States District Court for the Eastern District of Texas asserting infringement of fiveUnited 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. InOctober 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. The jury rendered a verdict finding in favor of the Plaintiff and that Plaintiff was entitled to$3,500,000 for pre-suit damages and$2,250,000 for post-suit damages. The jury indicated that the awarded damages amounts were intended to reflect a running royalty. InSeptember 2018 , the Court entered judgment and 43 --------------------------------------------------------------------------------
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"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 beingJune 2022 . Following the entry of final judgment, NetScout appealed, and inJuly 2020 , theCourt of Appeals for the Federal Circuit (Federal Circuit) issued a decision vacating the$3,500,000 pre-suit damages award, affirming the$2,250,000 post-suit damages award, and remanding to the district court to determine what, if any, enhancement should be awarded. InMarch 2021 , NetScout filed a petition for a writ of certiorari to theUnited 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, onSeptember 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 recently 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, vacated$1.7 million of the "enhanced" jury verdict amount of$2.8 million and also lowered the ongoing royalty rate on the G10 and GeoBlade products.The District Court entered an amended final judgment awarding Plaintiff$2.25 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 beingJune 2022 . NetScout has time remaining with respect to its right to appeal from the entry of the amended final judgment. In view of the current circumstances, and if the post-suit and enhanced damages award along with the associated interest and royalties survives the recent PTAB invalidation decisions and any appeal NetScout may take, 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/orEuropean 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. 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. 44 --------------------------------------------------------------------------------
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Liquidity and Capital Resources
Cash, cash equivalents and marketable securities consist of the following (in
thousands):
At March 31,
(Dollars in Thousands)
2022 2021
Cash and cash equivalents $ 636,161 $ 467,176
Short-term marketable securities 67,037 9,277
Long-term marketable securities -
-
Cash, cash equivalents and marketable securities
Cash, cash equivalents and marketable securities
AtMarch 31, 2022 , cash, cash equivalents and marketable securities (current and non-current) totaled$703.2 million . This represents an increase of$226.7 million from$476.5 million atMarch 31, 2021 . This increase was primarily due to$296.0 million in cash provided by operating activities, partially offset by$35.7 million used in treasury stock repurchases,$15.7 million used for tax withholdings on restricted stock units,$10.4 million used for capital expenditures, and$3.7 million used for the payment of debt issuance costs during the fiscal year endedMarch 31, 2022 .
At
Cash and cash equivalents were impacted by the following:
Fiscal Year Ended March 31,
(Dollars in Thousands)
2022 2021
Net cash provided by operating activities $ 296,013 $ 213,921
Net cash (used in) provided by investing activities $ (68,353) $ 24,698
Net cash used in financing activities $
(54,165)
Net cash from operating activities
Fiscal year 2022 compared to fiscal year 2021
Cash provided by operating activities was$296.0 million during the fiscal year endedMarch 31, 2022 , compared to$213.9 million of cash provided by operating activities during the fiscal year endedMarch 31, 2021 . This$82.1 million increase was due in part to a$93.4 million increase from deferred revenue, a$32.4 million increase from accounts receivable, a$16.5 million increase from net income, an$11.1 million increase from deferred income taxes, a$5.9 million increase from accounts payable, and a$4.2 million increase from share-based compensation. These increases were partially offset by a$29.6 million decrease from accrued compensation and other expenses, a$24.5 million decrease from prepaid expenses and other assets, a$10.0 million decrease from depreciation and amortization, a$9.8 million decrease from income taxes payable, a$6.0 million decrease from inventories, and a$1.8 million decrease from operating lease liabilities during the fiscal year endedMarch 31, 2022 as compared with the fiscal year endedMarch 31, 2021 . Accounts receivable days sales outstanding was 64 days atMarch 31, 2022 compared to 75 days atMarch 31, 2021 . 45 --------------------------------------------------------------------------------
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Net cash from investing activities
Fiscal Year Ended March 31 ,
(Dollars in Thousands)
2022 2021Cash (used in) provided by investing activities included the following: Purchase of marketable securities
$ (78,367) $ (15,673) Proceeds from maturity of marketable securities 20,569 56,806 Purchase of fixed assets (10,350) (11,986) Purchase of intangible assets (50) (4,537) (Increase) decrease in deposits (155) 88$ (68,353) $ 24,698 Cash used in investing activities increased by$93.1 million to$68.4 million during the fiscal year endedMarch 31, 2022 , compared to$24.7 million of cash provided by investing activities during the fiscal year endedMarch 31, 2021 . Net cash outflows relating to the purchase and sales of marketable securities increased$98.9 million relating to the amount of investments held at each respective balance sheet date, from an inflow of$41.1 million during the fiscal year endedMarch 31, 2021 to an outflow of$57.8 million during the fiscal year endedMarch 31, 2022 .
During the fiscal year ended
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 2023.
Net cash from financing activities
Fiscal Year Ended March 31 ,
(Dollars in Thousands)
2022 2021Cash used in financing activities included the following: Issuance of common stock under stock plans
$ 2 $ 2
Payment of contingent consideration - (1,748)
Treasury stock repurchases (35,653) (3,275)
Tax withholding on restricted stock units (15,691) (13,286)
Payment of debt issuance costs (3,660) -
Repayment of long-term debt (350,000) (100,000)
Proceeds from issuance of long-term debt 350,000 -
Collection of contingent consideration 837 -
$ (54,165) $ (118,307) Cash used in financing activities decreased
During the fiscal year ended
During the fiscal years endedMarch 31, 2022 , and 2021, we repurchased 1,330,678 shares and 154,271 shares of our common stock for$35.6 million and$3.3 million under our twenty-five million share repurchase program. In connection with the delivery of common shares upon vesting of restricted stock units, we have withheld 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 endedMarch 31, 2022 and 2021, 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. 46 --------------------------------------------------------------------------------
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During the fiscal year ended
During the fiscal year ended
During the fiscal year ended
Sources of Cash and Cash Requirements
Credit Facility
OnJanuary 16, 2018 , we amended and expanded our existing credit agreement (Amended Credit Agreement), which provided for a five-year,$1.0 billion senior secured revolving credit facility, including a letter of credit sub-facility of up to$75.0 million . The commitments under the Amended Credit Agreement were set to expire onJanuary 16, 2023 , and any outstanding loans were due on that date. OnJuly 27, 2021 , we amended and extended the Amended Credit Agreement (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 andMizuho 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 andTD 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 onJuly 27, 2026 , and any outstanding loans will be due on that date. In connection with the Second Amended and Restated Credit Agreement, we paid off the outstanding balance of$350 million under the Amended Credit Agreement onJuly 27, 2021 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 endedMarch 31, 2022 . AtMarch 31, 2022 ,$350 million was outstanding under the Second Amended and Restated Credit Agreement. At our election, revolving loans under the Second Amended and Restated Credit Agreement bear interest at either (a) an Alternate Base Rate per annum equal to the greatest of (1) theWall Street Journal prime rate; (2) theNew York Federal Reserve Bank (NYFRB) rate plus 0.50%, or (3) an adjusted one month LIBO rate plus 1%; or (b) a Term Benchmark Borrowing rate (for the interest period selected by NetScout, subject to customary provisions regarding succession from LIBO rate to SOF rate in anticipation of the upcoming discontinuation of the LIBO rate), in each case plus an applicable margin. For the period from the delivery of the Company's financial statements for the quarter endedDecember 31, 2021 , until we have delivered financial statements for the quarter endedMarch 31, 2022 , the applicable margin will be 1.25% per annum for Term Benchmark Revolving loans and 0.25% 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 0.00% 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 total funded 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. Our secured 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 secured net leverage ratio is 4.00 to 1.00. 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 endedDecember 31, 2021 , until we have delivered financial statements for the quarter endedMarch 31, 2022 , the commitment fee will be 0.20% per annum, and thereafter the commitment fee will vary 47 --------------------------------------------------------------------------------
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depending on our consolidated gross leverage ratio, ranging from 0.30% per annum if our consolidated gross leverage ratio is greater than 2.75 to 1.00, down to 0.15% per annum if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00. Letter of credit participation fees are payable to each lender providing the letter of credit sub-facility on the amount of such lender's letter of credit exposure, during the period from the closing date of the Second Amended and Restated Credit Agreement to, but excluding, the date which is the later of (i) the date on which such lender's commitment terminates or (ii) the date on which such lender ceases to have any letter of credit exposure, at the applicable rate that would be used to determine the interest rate applicable to Term Benchmark Revolving 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 Benchmark Revolving 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 the Amended Credit Agreement that we maintain a minimum consolidated interest coverage ratio. These covenants and limitations are more fully described in the Second Amended and Restated Credit Agreement. As ofMarch 31, 2022 , we were in compliance with these 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 secured 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$4.8 million atMarch 31, 2022 , 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$3.7 million was included as other assets in our consolidated balance sheet atMarch 31, 2022 . Contractual Obligations Our contractual obligations atMarch 31, 2022 consisted mainly of (i) principal and interest related to our long-term debt obligations (see Long-Term Debt, Note 12 to the Consolidated Financial Statements), (ii) operating lease obligations (see Leases, Note 18 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 19 to the Consolidated Financial Statements), and (iv) pension benefit plan (see Pension Benefit Plans, Note 16 to the Consolidated Financial Statements).
At
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At
Expectations for Fiscal Year 2023
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 to 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. Additionally, 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. The 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.
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