XML 51 R37.htm IDEA: XBRL DOCUMENT v3.7.0.1
ACQUISITIONS (Tables)
 12 Months Ended
Mar. 31, 2017
Business Acquisition [Line Items]  
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 fiscal year ended 2016, giving effect to the Comms Transaction as if they occurred on April 1, 2014 (in thousands, except per share data):
 
Year Ended March 31, (unaudited)
 
2016
 
2015
Pro forma revenue
$
1,131,626

 
$
1,177,938

Pro forma net loss
$
(58,806
)
 
$
(2,323
)
Pro forma loss per share:
 
 
 
    Basic
$
(0.59
)
 
$
(0.02
)
    Diluted
$
(0.59
)
 
$
(0.02
)
Pro forma shares outstanding
 
 
 
    Basic
99,687

 
103,573

    Diluted
99,687

 
103,573
Avvasi  
Business Acquisition [Line Items]  
Summary of Purchase Price Allocation
The following table summarizes the allocation of the purchase price (in thousands):
     Initial cash payment
$
3,946

     Estimated fair value of contingent purchase consideration
660

Estimated Purchase Price
$
4,606

 
 
Estimated fair value of assets acquired and liabilities assumed:
 
     Accounts receivable
$
103

     Inventories
85

     Prepaid and other current assets
32

     Property, plant and equipment
43

     Intangible assets
2,760

     Accounts payable
(1
)
     Accrued compensation
(49
)
     Deferred revenue
(317
)
Goodwill
$
1,950
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
$
1,730

 
9
Customer relationships
1,030

 
14
 
$
2,760

 
 
Communications Business  
Business Acquisition [Line Items]  
Summary of Purchase Price Allocation
The following table summarizes the allocation of the purchase price for the entities acquired on July 14, 2015 (in thousands):
Purchase Price Allocation:
 
 
     Total equity consideration
$
2,299,911

(1)
     Less: Equity consideration for replacement awards
(29,355
)
(2)
Estimated Purchase Price
$
2,270,556

 
 
 
 
Estimated fair value of assets acquired and liabilities assumed:
 
 
     Cash
27,701

 
     Accounts receivable
140,586

 
     Inventories
80,719

 
     Prepaid expenses and other assets
6,519

 
     Property, plant and equipment
36,825

 
     Deferred income taxes
13,803

 
     Intangible assets
1,080,700

 
     Other assets
999

 
     Accounts payable
(21,311
)
 
     Accrued compensation
(24,316
)
 
     Accrued other
(12,916
)
 
     Deferred revenue
(187,882
)
 
     Other long-term liabilities
(3,615
)
 
     Accrued retirement benefits
(29,917
)
 
     Deferred tax liabilities
(348,004
)
 
Goodwill
$
1,510,665

 

 
(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, less 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.
 
(2)
Represents the value of certain outstanding Danaher equity awards held by Newco Employees for which continuing employees received, or will receive value after the Closing Date. A portion of this amount relates to awards that continued to vest in Danaher shares after the Closing Date. These future compensation amounts were settled in shares other than shares of the acquired business. The balance of this amount also represents future compensation expense and relates to cash awards which were paid by NetScout to acquired Newco employees on August 4, 2016. The cash payments by NetScout were 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 Comms Transaction.

The following table summarizes the allocation of the purchase price for the Delayed Close Entities acquired on October 7, 2015 (in thousands):
Purchase Price Allocation:
 
 
    Total equity consideration
$
5,700

(1)
Estimated Purchase Price
$
5,700

 
 
 
 
Estimated fair value of assets acquired and liabilities assumed:
 
 
     Accounts receivable
$
110

 
     Inventories
78

 
     Prepaid expenses and other assets
35

 
     Property, plant and equipment
1,254

 
     Other assets
281

 
     Accounts payable
(8
)
 
     Accrued compensation
(824
)
 
     Accrued other
(176
)
 
     Deferred revenue
(65
)
 
     Other long-term liabilities
(126
)
 
Goodwill
$
5,141

 
 
(1)
 
Represents the fair value attributable to the Delayed Close Entities that the Company obtained control over on October 7, 2015.
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