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ACQUISITIONS (Tables)
 6 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
Summary of Purchase Price Allocation
The following table summarizes the allocation of the purchase price (in thousands):
Purchase Price allocation:
 
 
     Total equity consideration
$
2,305,611

(1)
     Less: Equity consideration for replacement awards
(25,701
)
(2)
     Less: Delayed close entities
(5,700
)
(3)
Estimated Purchase Price
2,274,210

 
 
 
 
Estimated fair value of assets acquired and liabilities assumed:
 
 
     Cash
27,748

 
     Accounts receivable
135,322

 
     Inventories
80,320

 
     Prepaid expenses and other assets
7,220

 
     Property, plant and equipment
36,539

 
     Deferred income taxes
13,067

 
     Intangible assets
1,080,700

 
     Other assets
897

 
     Accounts payable
(21,819
)
 
     Accrued compensation
(27,861
)
 
     Accrued other
(13,977
)
 
     Deferred revenue
(198,265
)
 
     Other long-term liabilities
(3,572
)
 
     Accrued retirement benefits
(26,758
)
 
     Deferred tax liabilities
(319,612
)
 
Goodwill
$
1,504,261

 

 
(1)
Represents approximately 62.5 million new shares (plus cash in lieu of fractional shares) of NetScout common stock issued to the existing common unit holders of Newco based on the July 13, 2015 NetScout common stock closing share price of $36.89 per share.

 
(2)
Represents the value of certain outstanding Danaher equity awards held by Newco Employees for which continuing employees will receive value after the Closing Date. A portion of this amount relates to awards that will continue to vest in Danaher shares after the Closing Date. These future compensation amounts will be settled in shares other than shares of the acquired business. The balance of this amount also represents future compensation expense and relates to a cash award to be paid by NetScout to acquired Newco employees on August 4, 2016. The cash payment by NetScout will be reimbursed by Danaher. These items are further described in the Employee Matters Agreement dated July 14, 2015 by and among NetScout Systems, Inc., Danaher Corporation and Potomac Holding LLC and have been accounted for separately from the Communications Business Acquisition.
 
(3)
Represents the fair value attributable to the foreign entities that the Company did not obtain control over on July 14, 2015 due to regulatory and other compliance requirements. The Company expects to gain control over these entities in the next twelve months.
Schedule of Fair value of Acquired Identifiable Intangible Assets and Related Estimates of Useful Lives
The following table reflects the fair value of the acquired identifiable intangible assets and related estimates of useful lives (in thousands):
 
Fair Value
 
Useful Life (Years)
Developed technology
$
221,900

 
9 - 13
Customer relationships
794,100

 
13 - 18
Backlog
18,200

 
1 - 3
Definite lived trademark and tradenames
43,900

 
3 - 9
Leasehold interest
2,600

 
4 - 6
 
$
1,080,700

 
 
Schedule of Pro Forma Results of Consolidated Statement of Operations
The following table presents unaudited pro forma results of the historical Consolidated Statements of Operations of the Company and the Communications Business of Danaher for the three and six months ended September 30, 2015 and 2014, giving effect to the mergers as if they occurred on April 1, 2014 (in thousands, except per share data):
 
Three Months Ended
September 30, (unaudited)
 
Six Months Ended
September 30, (unaudited)
 
 
2015
 
2014
 
2015
 
2014
Pro forma revenue
 
$
267,754

 
 
$
268,897

 
 
$
538,060

 
$
559,009

 
Pro forma net income (loss)
 
$
(11,773
)
 
 
$
(18,019
)
 
 
$
(30,683
)
 
$
(21,969
)
 
Pro forma income (loss) per share:
 
 
 
 
 
 
 
 
 
 
 
    Basic
 
$
(0.12
)
 
 
$
(0.17
)
 
 
$
(0.30
)
 
$
(0.21
)
 
    Diluted
 
$
(0.12
)
 
 
$
(0.17
)
 
 
$
(0.30
)
 
$
(0.21
)
 
Pro forma shares outstanding
 
 
 
 
 
 
 
 
 
 
 
    Basic
 
100,242

 
 
103,560

 
 
101,750

 
103,570

 
    Diluted
 
100,242

 
 
103,560

 
 
101,750

 
103,570