Filed by NetScout Systems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: NetScout Systems, Inc.
(Commission File No. 000-26251)
The following is a copy of a presentation posted to the website of NetScout Systems, Inc. on February 10, 2015.
NetScout Systems, Inc. February 2015 Investor Presentation |
2 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Additional Information and Where You Can Find It NetScout’s Registration Statement on Form S-4, Proxy Statement and other documents concerning the proposed acquisition of Danaher’s Communications business have been filed with the Securities and Exchange Commission (the “SEC”). Investors are urged to read the S-4 Registration Statement and Proxy Statement, along with other relevant documents filed with the SEC as well any amendments or supplements to those documents because they will contain important information. Security holders may obtain a free copy of the Registration Statement and Proxy Statement (when it is available) and other documents filed by NetScout with the SEC at the SEC’s website at www.sec.gov. The Registration Statement and Proxy Statement, along with other documents, may also be obtained for free by contacting Andrew Kramer, Vice President of Investor Relations, by telephone at 978-614-4000, by email at ir@netscout.com, or by mail at Investor Relations, NetScout Systems, Inc., 310 Littleton Road, Westford, MA 01886. This communication is not a solicitation of a proxy from any security holder of NetScout. However, NetScout, Danaher and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from NetScout’s stockholders in connection with the proposed transaction. Information about NetScout’s directors and executive officers and their beneficial ownership of NetScout’s common stock may be found in its preliminary proxy statement filed with the SEC on January 9, 2015 as amended. This document can be obtained free of charge from the SEC website at www.sec.gov. |
3 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Safe Harbor & Non-GAAP Financial Metrics Forward Looking Statements: Forward-looking statements in this communication are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and other federal securities laws. Investors are cautioned that statements in this presentation, which are not strictly historical statements, including without limitation, the statements related to the timing associated with completing the merger with Danaher’s communication business and the financial guidance for NetScout’s fourth fiscal quarter and other financial guidance, constitute forward-looking statements which involve risks and uncertainties. Actual results could differ materially from the forward-looking statements due to known and unknown risk, uncertainties, assumptions and other factors. Such factors include slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically, the Company’s relationships with strategic partners, dependence upon broad-based acceptance of the Company’s network performance management solutions, the presence of competitors with greater financial resources than ours and their strategic response to our products, our ability to retain key executives and employees, the failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or regulatory approvals; the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; failure to consummate or delay in consummating the transaction for other reasons; and the ability of NetScout to successfully integrate the merged assets and the associated technology and achieve operational efficiencies. For a more detailed description of the risk factors associated with the Company, please refer to the Company’s Registration Statement on Form S-4, Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2014, September 30, 2014 and December 31, 2014, all of which are on file with the Securities and Exchange Commission. NetScout assumes no obligation to update any forward-looking information contained in this communication or with respect to the announcements described herein. Regulation G Disclosure: This presentation makes reference to certain non-GAAP measures such as non-GAAP revenue and non-GAAP earnings per share. These non-GAAP measures are not in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (revenue, net income and diluted net income per share), and may have limitations in that they do not reflect all of NetScout’s results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate NetScout’s 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. NetScout believes these non-GAAP financial measures will enhance the reader’s overall understanding of NetScout’s current financial performance and NetScout's 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 the Company plans and measures its own business. NetScout believes that providing these non-GAAP measures affords investors a view of NetScout’s operating results that may be more easily compared to peer companies and also enables investors to consider NetScout’s operating results on both a GAAP and non-GAAP basis during and following the integration period of NetScout’s acquisitions. Presenting the GAAP measures on their own would not be indicative of NetScout’s core operating results. Furthermore, NetScout believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures provide useful information to management and investors regarding present and future business trends relating to its financial condition and results of operations. NetScout management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and to make operating decisions. These non-GAAP measures are among the primary factors that management uses in planning and forecasting. The reconciliation of these non-GAAP metrics to the comparable GAAP metrics are set forth in the accompanying tables in the index of this presentation and are available on our website at http://ir.netscout.com. |
4 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. NetScout Today NASDAQ: NTCT Market Cap: $1.5B (as of 2/6/15) * non-GAAP • Market leader in performance management and analytics • Expertise and scale to serve two markets: Enterprise and Service Provider • 30 years of focus and experience in IP- based networks • International footprint with sales, support, and services in over 30 countries • 1,000+ employees worldwide • FY ’14 results: Revenue: $397M EPS: $1.53 FCF: $95M+ |
5 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. NetScout Investment Highlights • Market leader in network and application performance management • Award-winning solutions based on proprietary software: “ASI” enabling real-time intelligence and analytics • Working with leading service provider and enterprise customers to achieve ROI and manage risk through operational intelligence gained from NetScout analytics • Financial strength built on profitability and cash flow arising from increasing revenue within scalable infrastructure • Capitalizing on attractive growth opportunities being shaped by today’s IT trends • Announced transformational acquisition of Danaher’s Communications Business Total Revenue (non-GAAP, $ in millions) Earnings Per Share (non-GAAP) Free Cash Flow (non-GAAP, $ in millions) |
6 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Powerful Long-Term Technology Trends Mobility Cloud & Virtualization Cyber Security Big Data Requires real-time, reliable, scalable analytics and intelligence |
7 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Source: Ericsson Mobility Report, May 2014 Carrier Trends Driving Future Growth Service Providers: Monetize their investment and retain customers |
8 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Enterprise Trends Driving Future Growth Enterprises: “Uptime” and user experience with cost-effective delivery |
9 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. With a loyal customer base and partnership focused on solving today’s complexities With a loyal customer base and partnership focused on solving today’s complexities Powered by NetScout SoftwareTechnology: Structured Data (ASI), Analytics (nGeniusONE)… |
10 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Revenue and EPS Performance Strong operating leverage drives EPS growth Non-GAAP, in millions except EPS Non-GAAP, in millions except EPS |
11 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Cumulative Free Cash Flow Generation Non-GAAP, in millions Non-GAAP, in millions Investing in product development while generating strong free cash flow |
12 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Proven Track Record for Successful Integration |
13 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Increase Total Addressable Market: Cyber Intelligence, Customer Experience and Business Intelligence Expand Go-to-Market Activities: Geography coverage and product specialist Create Platform and Scale: Trusted partner for innovation and reliability generating increasing returns NTCT Strategy: Unified Platform for SP’s and Enterprise Extend leadership in Performance Analytics and Operational Intelligence |
14 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Increased Total Addressable Market: Solutions for Cyber (Arbor), Customer Experience (Newfield Wireless), Business Intelligence, (Arantech) Expanded Go-to-Market Activities: Cross sell opportunities and increased international presence Platform and Scale Creation: Strategically positioned for increased innovation within Service Providers and Enterprise Acquiring DHR Communications Business Accelerates … NetScout: at the heart of the major computing trends of the next decade |
15 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Go-to-Market More global and diverse Broader sales and channel presence worldwide More customers and more touch points within the customer Increased customer mindshare Best-In-Class Solutions Broader portfolio for service providers Extends reach into the mid-tier enterprise market Jump-starts our entry into Cyber Intelligence, RAN optimization, BI Next-Gen platform and software Financially Compelling $1.2B+ revenue base* positioned for growth Accretive to non-GAAP earnings¹ Year 2 run-rate cost synergies of ~5% of total combined cost base* Continued prudent cost control * Non-GAAP 1 First full year of combined operations Doubles our total addressable market to $8B+ Furthering our strategic capabilities to our customers Increasing operating margins and cash flow Strategic Rationale for the Transaction |
16 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. • Revenue growth - Larger and more accessible TAM - Expanded sales presence - Attractive cross-selling opportunities • Scalable infrastructure - Synergies (above and below the line) - Continued prudent cost controls - Tax efficiencies from international operations • Capital investment efficiencies - Product development - Capital allocation (share repatriation) Compelling Financial Opportunity Scale produces earnings and cash flow along with continuing revenue growth |
17 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Network Performance Management Application Performance Management Cyber Security & Intelligence SECTORS FORECAST Advanced Analytics (Business Intelligence) Total Addressable Market Market Forecast Sources: IDC, 2014, see appendix for specific report citations REVENUE SYNERGIES Generating 10%+ Annual Revenue • Positioned to offer service provider customers best-in- class service assurance solutions (troubleshooting plus monitoring) • Complementary offerings for the service provider market in adjacent areas • Enterprise cross-selling arising from a larger, more diverse and global customer base along with a broader range of offerings • Accelerate adoption of Arbor’s cyber security solutions in the enterprise while leveraging Arbor’s existing footprint for new NetScout security offering that is expected to be brought to market in 2015 |
18 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. • Operating leverage and strong free cash flow growth: – Return non-GAAP gross margin to prior levels in the high-70% – Drive additional synergies across a range of functional areas – Continue fiscal discipline across a scalable infrastructure • Potential for incremental EPS gains: – Tax efficiencies – Capital deployment strategies Generating Earnings and Cash Flow Operating targets attained assuming ~10% annual revenue growth Current Operating Targets Post-Acquisition 5-Year Operating Targets Gross Margin 78 – 81% 75 – 78%+ Operating Margin 24 – 27% 26% – 31%+ |
19 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Confidential Business Information • Announced on October 13, 2014 • NetScout to acquire most of Danaher’s Communications business* • Structured as Reverse Morris Trust • DHR shareholders receive 62.5 million NetScout shares, valued at approximately $2.3 billion 1 • DHR shareholders will own approximately 59.5% of NetScout, NTCT shareholders will own approximately 40.5% on a fully diluted basis • NetScout senior management team to lead combined company; NetScout board of directors to include DHR EVP Jim Lico • Expected to close during the first half of NetScout’s FY16, subject to approval by NetScout shareholders, regulatory approvals and other conditions * Includes TekComms, Arbor Networks, VSS Monitoring and Enterprise Network Solutions (“ENS”) of FNET, excludes Data Communications Installer (“DCI”) and Communications Service Providers (“CSP”) portfolios of FNET 1 Based on NTCT closing stock price of $37.35 on 2/6/15 Transaction Structure – Danaher to spin-off or split-off (to be determined at later date) its Communications business to DHR Shareholders – The separation is immediately followed by a merger with NetScout |
20 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Strategy: Continued leadership in the major computing trends over the next decade Helping our customers achieve ROI and manage risk through the operational intelligence gained from our analytics Fundamentals: Visionary leadership Cutting edge technology: ASI and nGeniusONE Brand recognition through market leadership Scalable infrastructure requiring limited future investment Solid cash flow and investment position Proven track record of leadership and financial strength. |
Thank You |
Appendix: Non-GAAP Measure Reconciliation |
23 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Non-GAAP Measure Reconciliation: Revenue, EPS and Free Cash Flow Free Cash Flow ($ in millions) YTD Q3 FY'15 Operating Cash Flow 57.3 $ Purchase of Fixed Assets & Intangible Assets (8.8) $ Free Cash Flow 48.5 $ (in thousands, except per share data) For the Fiscal Years Ended March 31, 2011 2012 2013 2014 GAAP Revenue 290,540 $ 308,679 $ 350,550 $ 396,647 $ Deferred revenue fair value adjustment / Impact of accounting change (797) 312 1,215 558 Non-GAAP Revenue 289,743 $ 308,991 $ 351,765 $ 397,205 $ GAAP Gross profit 229,179 $ 243,007 $ 276,542 $ 312,134 $ Deferred revenue fair value adjustment 132 312 1,215 558 Inventory fair value adjustment - - 453 - Share-based compensation expense (1) 352 419 577 969 Amortization of acquired intangible assets (2) 3,980 4,651 4,547 3,333 Compensation for post combination services (4) - 10 14 34 Non-GAAP Gross profit 232,714 $ 248,399 $ 283,348 $ 317,028 $ GAAP Income from operations 58,065 $ 53,683 $ 64,529 $ 78,014 $ Deferred revenue fair value adjustment 132 �� 312 1,215 558 Inventory fair value adjustment - - 453 - Share-based compensation expense (1) 6,439 8,702 9,580 12,930 Amortization of acquired intangible assets (2) 5,887 6,782 7,424 6,765 Business development and integration expense (3) 755 4,347 1,618 523 Compensation for post combination services (4) - 438 2,721 2,215 Restructuring charges - 603 1,065 - Non-GAAP Income from operations 70,349 $ 74,867 $ 88,605 $ 101,005 $ GAAP Net income 37,265 $ 32,428 $ 40,609 $ 49,106 $ Deferred revenue fair value adjustment / Impact of accounting change (797) 312 1,215 558 Inventory fair value adjustment - - 453 - Share-based compensation expense (1) 6,439 8,702 9,580 12,930 Amortization of acquired intangible assets (2) 5,887 6,782 7,424 6,765 Business development and integration expense (3) 755 4,715 1,618 523 Compensation for post combination services (4) - 438 2,721 2,215 Loss on extinguishment of debt (5) - 603 - - Income tax adjustments (6) (4,668) (7,700) (8,671) (7,879) Restructuring charges - 690 1,065 - Non-GAAP Net income 44,881 $ 46,970 $ 56,014 $ 64,218 $ GAAP Diluted Net income per share 0.87 $ 0.76 $ 0.96 $ 1.17 $ Share impact of non-GAAP adjustments identified above 0.17 0.34 0.36 0.36 Non-GAAP Diluted net income per share 1.04 $ 1.10 $ 1.32 $ 1.53 $ Shares used in computing non-GAAP diluted net income per share 42,973 42,750 42,322 41,955 (1) Share-based compensation expense included in these amounts is as follows: Cost of product revenue 134 $ 192 $ 235 $ 228 $ Cost of service revenue 218 227 342 741 Research and development 1,651 2,486 2,944 4,361 Sales and marketing 2,527 3,052 3,035 3,791 General and administrative 1,909 2,745 3,024 3,809 Total share-based compensation expense 6,439 $ 8,702 $ 9,580 $ 12,930 $ (2) Amortization expense related to acquired software and product technology included in these amounts is as follows: Cost of product revenue 3,980 $ 4,651 $ 4,547 $ 3,333 $ Operating expenses 1,907 2,131 2,877 3,432 Total amortization expense 5,887 $ 6,782 $ 7,424 $ 6,765 $ (3) Business development and integration expense included in these amounts is as follows: Cost of service revenue - 10 - - Research and development - 1,545 15 - Sales and marketing - 346 10 - General and administrative 755 2,446 1,593 523 Other income (expense), net - 368 - - Total business development and integration expense 755 $ 4,715 $ 1,618 $ 523 $ (4) Compensation for post combination services included in these amounts is as follows: Cost of product revenue - - 10 23 Cost of service revenue - - 4 11 Research and development - 438 1,670 902 Sales and marketing - - 64 153 General and administrative - - 973 1,126 Total compensation for post combination services - $ 438 $ 2,721 $ 2,215 $ Loss on extinguishment of debt included in this amount is as follows: Interest and other income (expense), net - $ 690 $ - $ - $ (6) Total income tax adjustment is as follows: Tax effect of non-GAAP adjustments above at 38% (5,021) (8,452) (9,149) (8,737) Tax impact of non-GAAP reconciling items in loss jurisdictions - 752 478 858 Total income tax adjustments (5,021) $ (7,700) $ (8,671) $ (7,879) $ NetScout Systems, Inc. Reconciliation of Current GAAP to Current and Historical Non-GAAP Financial Measures (In thousands, except per share data) Three Months Ended September 30, 2014 2013 2014 2014 2013 GAAP Revenue 122,833 $ 110,428 $ 103,599 $ 334,284 $ 284,330 $ Deferred revenue fair value adjustment - 140 - 18 419 Non-GAAP Revenue 122,833 $ 110,568 $ 103,599 $ 334,302 $ 284,749 $ GAAP Gross profit 95,851 $ 86,826 $ 82,004 $ 263,111 $ 224,102 $ Deferred revenue fair value adjustment - 140 - 18 419 Share-based compensation expense (1) 379 256 407 1,074 740 Amortization of acquired intangible assets (2) 905 837 923 2,762 2,480 Compensation for post combination services (4) 2 8 9 19 25 Non-GAAP Gross profit 97,137 $ 88,067 $ 83,343 $ 266,984 $ 227,766 $ GAAP Income from operations 27,939 $ 27,264 $ 18,644 $ 66,185 $ 52,029 $ Deferred revenue fair value adjustment - 140 - 18 419 Share-based compensation expense (1) 4,150 3,217 4,495 11,947 9,959 Amortization of acquired intangible assets (2) 1,726 1,697 1,779 5,301 5,051 Business development and integration expense (3) 4,698 78 1,477 6,175 482 Compensation for post combination services (4) 312 530 545 1,393 1,685 Non-GAAP Income from operations 38,825 $ 32,926 $ 26,940 $ 91,019 $ 69,625 $ GAAP Net income 17,629 $ 17,294 $ 11,233 $ 40,338 $ 32,430 $ Deferred revenue fair value adjustment - 140 - 18 419 Share-based compensation expense (1) 4,150 3,217 4,495 11,947 9,959 Amortization of acquired intangible assets (2) 1,726 1,697 1,779 5,301 5,051 Business development and integration expense (3) 4,698 78 1,477 6,175 482 Compensation for post combination services (4) 312 530 545 1,393 1,685 Income tax adjustments (5) (3,909) (1,941) (2,908) (8,727) (6,034) Non-GAAP Net income 24,606 $ 21,015 $ 16,621 $ 56,445 $ 43,992 $ GAAP Diluted Net income per share 0.42 $ 0.41 $ 0.27 $ 0.97 $ 0.77 $ Share impact of non-GAAP adjustments identified above 0.17 0.09 0.13 0.38 0.28 Non-GAAP Diluted net income per share 0.59 $ 0.50 $ 0.40 $ 1.35 $ 1.05 $ Shares used in computing non-GAAP diluted net income per share 41,536 41,884 41,652 41,679 41,969 (1) Share-based compensation expense included in these amounts is as follows: Cost of product revenue 85 $ 62 $ 93 $ 238 $ 174 $ Cost of service revenue 294 194 314 836 566 Research and development 1,455 1,157 1,490 3,971 3,316 Sales and marketing 1,221 944 1,235 3,419 2,952 General and administrative 1,095 860 1,363 3,483 2,951 Total share-based compensation expense 4,150 $ 3,217 $ 4,495 $ 11,947 $ 9,959 $ (2) Amortization expense related to acquired software and product technology included in these amounts is as follows: Cost of product revenue 905 $ 837 $ 923 $ 2,762 $ 2,480 $ Operating expenses 821 860 856 2,539 2,571 Total amortization expense 1,726 $ 1,697 $ 1,779 $ 5,301 $ 5,051 $ (3) Business development and integration expense included in these amounts is as follows: General and administrative 4,698 78 1,477 6,175 482 Total business development and integration expense 4,698 $ 78 $ 1,477 $ 6,175 $ 482 $ (4) Compensation for post combination services included in these amounts is as follows: Cost of product revenue 1 5 6 13 17 Cost of service revenue 1 3 3 6 8 Research and development 211 209 215 631 703 Sales and marketing 14 39 37 90 115 General and administrative 85 274 284 653 842 Total compensation for post combination services 312 $ 530 $ 545 $ 1,393 $ 1,685 $ (5) Total income tax adjustment is as follows: Tax effect of non-GAAP adjustments above at 38% (4,136) $ (2,149) $ (3,153) $ (9,437) $ (6,685) $ Tax impact of non-GAAP reconciling items in loss jurisdictions 227 208 245 710 651 Total income tax adjustments (3,909) $ (1,941) $ (2,908) $ (8,727) $ (6,034) $ Three Months Ended Nine Months Ended December 31, December 31, |
24 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. Non-GAAP Measure Reconciliation: NetScout and DCB Historical Information 12-months 6-months 12-months 6-months 12-months 6-months FY2014 FY2015 CY2013 CY2014 FY2014 FY2015 Revenue: Product 234,268 $ 122,319 $ 623,632 $ 230,271 $ 857,900 $ 352,590 $ Service 162,379 89,132 211,259 113,032 373,638 202,164 Total GAAP revenue 396,647 211,451 834,891 343,303 1,231,538 554,754 Non-GAAP Adjustments 558 18 558 18 Total Non-GAAP revenue 397,205 211,469 834,891 343,303 1,232,096 554,772 Cost of revenue: Product 51,219 26,705 195,077 86,502 246,296 113,207 Service 33,294 17,486 48,043 25,551 81,337 43,037 Total GAAP cost of revenue 84,513 44,191 243,120 112,053 327,633 156,244 Non-GAAP Adjustments (4,336) (2,569) (9,344) (5,021) (13,680) (7,590) Total Non-GAAP cost of revenue 80,177 41,622 233,776 107,032 313,953 148,654 Gross profit - GAAP 312,134 167,260 591,771 231,250 903,905 398,510 Non-GAAP Adjustments 4,894 2,587 9,344 5,021 14,238 7,608 Gross profit - Non-GAAP 317,028 169,847 601,115 236,271 918,143 406,118 Operating expenses: Research and development 70,454 38,008 147,553 82,185 218,007 120,193 Sales and marketing 129,611 69,468 276,896 133,095 406,507 202,563 General and administrative 30,623 19,820 30,623 19,820 Impairment of intangible assets 31,063 31,063 - Amortization of acquired intangible assets 3,432 1,718 19,661 8,274 23,093 9,992 Total operating expenses - GAAP 234,120 129,014 475,173 223,554 709,293 352,568 Non-GAAP Adjustments (18,097) (11,361) (73,130) (17,422) (91,227) (28,783) Total operating expenses - Non-GAAP 216,023 117,653 402,043 206,132 618,066 323,785 Income from operations - GAAP 78,014 38,246 116,598 7,696 194,612 45,942 Non-GAAP Adjustments 22,991 13,948 82,474 22,443 105,465 36,391 Income from operations - Non-GAAP 101,005 52,194 199,072 30,139 300,077 82,333 Interest and other expense, net (158) (674) (158) (674) Income before income tax expense 77,856 37,572 116,598 7,696 194,454 45,268 Income tax expense - GAAP 28,750 14,863 32,792 2,311 61,542 17,174 Non-GAAP Adjustments (7,879) (4,818) (40,068) (8,720) (47,947) (13,538) Income tax expense - Non-GAAP 36,629 19,681 72,860 11,031 109,489 30,712 Net income - GAAP 49,106 $ 22,709 $ 83,806 $ 5,385 $ 132,912 $ 28,094 $ Non-GAAP Adjustments 15,112 9,130 42,406 13,723 57,518 22,853 Net income - Non-GAAP 64,218 31,839 126,212 19,108 190,430 50,947 WSO - diluted 41,955 41,732 62,500 62,500 104,455 104,232 Diluted net income per share - GAAP 1.17 $ 0.54 $ 1.27 $ 0.27 $ Diluted net income per share - Non-GAAP 1.53 $ 0.76 $ 1.82 $ 0.49 $ DHR Communications Combined Proforma NTCT |
25 NetScout Systems Overview | February 2015 | © 1992-2015 NetScout Systems, Inc. All rights reserved. • IDC, Worldwide Network Management Software and Appliance 2014–2018 Forecast and 2013 Vendor Shares, July 2014 • IDC, Worldwide Application Performance Management Software 2014–2018 Forecast, September 2014 • IDC, Worldwide Advanced and Predictive Analytics Software 2014– 2018 Forecast and 2013 Vendor Shares, July 2014 • IDC, Worldwide DDoS Prevention Products and Services 2014–2018 Forecast, September 2014 • IDC, Worldwide Threat Intelligence Security Services 2014–2018 Forecast: "Iterative Intelligence" — Threat Intelligence Comes of Age, March 2014 International Data Corporation Research |
26 Supporting Slides *************** *************** *************** *************** *************** *************** *************** *************** *************** |