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8-K - 8-K - Riverbed Technology, Inc.a2012q4earningsdoc.htm


Exhibit 99.1
Riverbed Technology Reports Record Fourth Quarter and 2012 Revenue
Annual revenue grows 15%

SAN FRANCISCO-February 7, 2013-Riverbed Technology, Inc. (NASDAQ:RVBD), the performance company, today reported record revenue for its fourth quarter (Q4'12) and fiscal year ended December 31, 2012 (FY'12).
Total GAAP revenue for Q4’12 was $237 million, up 9% compared to the third quarter of fiscal year 2012 (Q3’12) and 17% compared to the fourth quarter of fiscal year 2011 (Q4’11). For the full year 2012, GAAP revenue was $837 million, up 15% compared to 2011. Non-GAAP revenue for Q4'12 was $239 million, an increase of 9% compared to Q3'12 and an increase of 17% compared to Q4'11. Non-GAAP revenue for 2012 was $840 million, an increase of 15% compared to 2011.
GAAP net income for Q4’12 was $5 million, or $0.03 per diluted share. This compares to $25 million, or $0.15 per diluted share, in Q3’12 and $20 million, or $0.12 per diluted share, in Q4’11. GAAP net income for 2012 was $55 million, or $0.33 per diluted share. Non-GAAP net income for Q4'12 was $46 million, or $0.29 per diluted share. This compares to $46 million, or $0.28 per diluted share, in Q3'12 and $41 million, or $0.25 per diluted share, in Q4'11. Non-GAAP net income for 2012 was $163 million, or $0.99 per diluted share.
The acquisition of OPNET Technologies, Inc., closed December 18, 2012, contributed $6 million to GAAP revenue and $7 million to non-GAAP revenue in the fourth quarter. Excluding any revenue or costs associated with OPNET, non-GAAP net income was $0.29 per diluted share in the fourth quarter.
“In 2012, we expanded our addressable market through organic innovation, new partnerships and strategic acquisitions,” said Jerry M. Kennelly, Chairman and CEO. “Revenue dollars grew more than $111 million for the full year, with most of that growth from WAN optimization. Performance management was the fastest growing product line, underpinning our strategic decision to acquire OPNET. Looking ahead, we will benefit from continued growth in our WAN optimization business and performance management product suite. I am very optimistic as we enter our first year as a billion-dollar-plus revenue company.”
“Our integration of OPNET is proceeding as planned and we intend to introduce the first phase of an integrated application and network performance management product line in the second half of this year,” said Eric Wolford, president of products and marketing. “OPNET complements a broad lineup of new products introduced throughout 2012 and uniquely positions us for the future of performance management.”
“We saw revenue expansion in all major regions, with solid growth in enterprise sales,” said Randy S. Gottfried, COO and CFO. “The company continued to execute well and generated more than $217 million of free cash flow in 2012.”




2012 Business Highlights
Completed the acquisition of OPNET Technologies, Inc. making Riverbed Performance Management, (RPM) a leader in the converging application and network performance management segments
Positioned by Gartner in the Leaders quadrant of the 2012 "Magic Quadrant for WAN Optimization Controllers" report authored by Joe Skorupa and Severine Real and published January 12, 2012
Captured more than 52% share of the worldwide Advanced Platform WAN optimization market share based on vendor revenue for the third quarter of 2012 per Gartner’s report titled “Market Share: Application Acceleration Equipment, Worldwide 3Q12” authored by Joe Skorupa and Nhat Pham, December 2012
Positioned by Gartner in the Visionaries quadrant of the 2012 "Magic Quadrant for Application Delivery Controllers (ADC)" report authored by Joe Skorupa, Neil Rickard, and Bjarne Munch and published October 30, 2012
Positioned by Gartner in the Leaders quadrant of the 2012 “Magic Quadrant for Application Performance Monitoring” report authored by Jonah Kowall and Will Capelli and published August 16, 2012
Enhanced strategic relationship and product interoperability with VMware across Riverbed Steelhead®, Granite™, Performance Management and Stingray™ product solutions
Entered into a technology partnership with Juniper Networks in application delivery, WAN optimization and mobility to deliver market-leading technologies to more customers
Introduced multiple new appliance and virtual products within WAN optimization and performance management expanding the addressable market opportunity
Received certification under the J.D. Power and Associates Certified Technology Service & Support (CTSS) program and the Technology Service Industry Association's (TSIA) Excellence in Service Operations for the second consecutive year
Named a top three Best Place to Work for 2013 in the Glassdoor Employees’ Choice Award. Riverbed ranked third out of close to a quarter of a million global companies rated by their employees, and second overall among technology companies.
Conference Call
Riverbed will host a conference call today, February 7, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its fourth quarter and full year 2012 results and outlook for 2013. The call will be broadcast live over the Internet at http://www.riverbed.com/investors and a replay of the webcast will also be available for 12 months.




Use of Non-GAAP Financial Information
To supplement our financial results presented in accordance with Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables contain certain non-GAAP financial measures, including non-GAAP revenue, non-GAAP net income and non-GAAP net income per basic and diluted share, which we believe are helpful in understanding our past financial performance and future results. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, "GAAP to Non-GAAP Reconciliations." Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand and manage our business and forecast future periods. Our non-GAAP financial measures include adjustments based on the following items, as well as the related income tax effects, adjustments related to our tax valuation allowance and the interim tax cost of the one-time transfer of intellectual property rights between Riverbed legal entities:
Support and services deferred revenue: Business combination accounting rules require us to account for the fair value of support and service contracts assumed in connection with our acquisitions. The book value of the acquisition deferred support and services revenue related to OPNET was reduced by $19 million in the adjustment to fair value. Because these are typically one to five year contracts, our GAAP revenues for the periods subsequent to the acquisition of a business do not reflect the full amount of service revenues on assumed support contracts that would have otherwise been recorded by the acquired entity. The non-GAAP adjustment is intended to reflect the full amount of such revenues. We believe this adjustment is useful to investors as a measure of the ongoing performance of our business because we have historically experienced high renewal rates on support contracts, although we cannot be certain that customers will renew these contracts.
Inventory and cost of product revenue: Business combination accounting rules require us to account for the fair value of inventory acquired in connection with our acquisitions. The fair value of inventory is estimated as the selling price minus the estimated cost to sell. In the period subsequent to the acquisition, the cost of product revenue includes the higher fair value of the acquired inventory.
Stock-based compensation expenses: We have excluded the effect of stock-based compensation and related payroll tax expenses from our non-GAAP operating expenses and net income measures. Although stock-based compensation is a key incentive offered to our employees, we continue to evaluate our business performance excluding stock-based compensation expenses. Stock-based compensation expenses will recur in future periods.
Amortization of intangible assets: We have excluded the effect of amortization of intangible assets from our non-GAAP net income. Amortization of intangible assets is a non-cash expense, and it is not part of our core operations. Investors should note that the use of intangible assets contributed to revenues earned during the periods presented and will contribute to future period revenues as well.
Acquisition related and other expenses: We incur significant expenses in connection with our acquisitions and also incur certain other operating expenses, which we would not have otherwise incurred in the periods presented as a part of our continuing operations. Acquisition related and other expenses consist of transaction costs, costs for transitional employees, other acquired employee related retention costs, integration related professional services, adjustments to the fair value of the acquisition related contingent consideration, the write-down of certain acquired in-progress research and development intangibles, and foreign exchange losses on the acquisition related contingent consideration. We believe it is useful for investors to understand the effects of these items on our total operating expenses.




Forward-Looking Statements
This press release contains forward-looking statements, including statements relating to our strategic and competitive position, growth in our WAN optimization business, growth from new products, the timing of introduction and benefits of our integrated application and network performance management product suite, and expansion of our addressable markets. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include our ability to react to trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs and to timely develop new or enhanced products to meet those needs; the adoption rate of our products; our ability to establish and maintain successful relationships with our distribution partners; our ability to compete in our industry; fluctuations in demand, sales cycles and prices for our products and services; shortages or price fluctuations in our supply chain; our ability to protect our intellectual property rights; general political, economic and market conditions and events; difficulties encountered in integrating new or acquired businesses and technologies; the inability to identify and realize the anticipated benefits of acquisitions; the expense and impact of legal proceedings; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission. More information about these and other risks that may impact Riverbed's business are set forth in our Form 10-K filed with the SEC for the period ended December 31, 2011, and our subsequent quarterly reports on Form 10-Q filed with the SEC. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update these forward-looking statements. Any future product, feature or related specification that may be referenced in this release are for information purposes only and are not commitments to deliver any technology or enhancement. Riverbed reserves the right to modify future product plans at any time.
About Riverbed Technology
Riverbed delivers performance for the globally connected enterprise. With Riverbed, enterprises can successfully and intelligently implement strategic initiatives such as virtualization, consolidation, cloud computing, and disaster recovery without fear of compromising performance. By giving enterprises the platform they need to understand, optimize and consolidate their IT, Riverbed helps enterprises to build a fast, fluid and dynamic IT architecture that aligns with the business needs of the organization. Additional information about Riverbed (NASDAQ: RVBD) is available at www.riverbed.com
Riverbed and any Riverbed product or service, name or logo used herein are trademarks of Riverbed Technology, Inc. All other trademarks used herein belong to their respective owners.
Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

INVESTOR RELATIONS CONTACT
Renee Lyall
Riverbed Technology
415-247-6353
renee.lyall@riverbed.com

###




Riverbed Technology
GAAP Condensed Consolidated Statements of Operations
In thousands, except per share amounts
Unaudited
 
 
Three months ended
December 31,
 
Twelve months ended
December 31,
 
 
2012
 
2011
 
2012
 
2011
Revenue:
 
 
 
 
 
 
 
 
Product
 
$
157,133

 
$
140,303

 
$
548,141

 
$
501,376

Support and services
 
80,249

 
62,532

 
288,719

 
225,100

     Total revenue
 
237,382

 
202,835

 
836,860

 
726,476

Cost of revenue:
 
 
 
 
 
 
 
 
Cost of product
 
34,994

 
30,764

 
124,406

 
105,150

Cost of support and services
 
23,300

 
19,292

 
80,412

 
68,925

     Total cost of revenue
 
58,294

 
50,056

 
204,818

 
174,075

Gross profit
 
179,088

 
152,779

 
632,042

 
552,401

Operating expenses:
 
 
 
 
 
 
 
 
Sales and marketing
 
95,542

 
77,606

 
328,657

 
272,635

Research and development
 
40,056

 
33,714

 
146,108

 
122,964

General and administrative
 
16,584

 
15,750

 
60,594

 
59,699

Acquisition-related costs
 
13,231

 
1,087

 
726

 
5,211

Total operating expenses
 
165,413

 
128,157

 
536,085

 
460,509

Operating profit
 
13,675

 
24,622

 
95,957

 
91,892

Other income (expense), net
 
(683
)
 
(534
)
 
(1,924
)
 
154

Income before provision for income taxes
 
12,992

 
24,088

 
94,033

 
92,046

Provision for income taxes
 
8,208

 
3,934

 
39,436

 
28,239

Net income
 
$
4,784

 
$
20,154

 
$
54,597

 
$
63,807

Net income per share, basic
 
$
0.03

 
$
0.13

 
$
0.35

 
$
0.41

Net income per share, diluted
 
$
0.03

 
$
0.12

 
$
0.33

 
$
0.38

Shares used in computing basic net income per share
 
155,879

 
155,699

 
156,205

 
154,411

Shares used in computing diluted net income per share
 
163,638

 
166,838

 
164,570

 
166,900






Riverbed Technology
Condensed Consolidated Balance Sheets
In thousands
 
December 31,
2012
 
December 31,
2011
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
280,509

 
$
215,476

Short-term investments
170,605

 
254,753

Trade receivables, net
113,190

 
78,016

Inventory
24,175

 
11,437

Deferred tax assets
11,185

 
16,783

Prepaid expenses and other current assets
50,245

 
35,078

Total current assets
649,909

 
611,543

Long-term investments
78,476

 
123,134

Fixed assets, net
49,244

 
29,277

Goodwill
699,785

 
117,474

Intangible assets, net
506,842

 
68,274

Deferred tax assets, non-current
6,457

 
56,708

Other assets
33,626

 
24,789

Total assets
$
2,024,339

 
$
1,031,199

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
50,417

 
$
35,341

Accrued compensation and related benefits
60,501

 
61,256

Other accrued liabilities
41,472

 
42,959

Current maturities of long-term borrowings
5,327

 

Deferred revenue
182,219

 
121,131

Total current liabilities
339,936

 
260,687

Deferred revenue, non-current
88,393

 
36,248

Borrowings, non-current, net of current maturities
566,814

 

Deferred tax liability, non-current
109,311

 
103

Other long-term liabilities
25,663

 
23,097

Total long-term liabilities
790,181

 
59,448

Stockholders' equity:
 
 
 
Common stock
757,777

 
631,921

Retained earnings
137,713

 
83,116

Accumulated other comprehensive loss
(1,268
)
 
(3,973
)
Total stockholders' equity
894,222

 
711,064

Total liabilities and stockholders' equity
$
2,024,339

 
$
1,031,199





Riverbed Technology
Condensed Consolidated Statements of Cash Flows
In thousands
Unaudited
 
Twelve months ended
December 31,
 
2012
 
2011
Operating activities:
 
 
 
Net income
$
54,597

 
$
63,807

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
40,010

 
24,474

Stock-based compensation
89,294

 
89,734

Deferred taxes
10,239

 
(24,693
)
Excess tax benefit from employee stock plans
(23,883
)
 
(50,673
)
Changes in operating assets and liabilities:
 
 
 
Trade receivables
(13,386
)
 
(23,294
)
Inventory
(6,238
)
 
3,742

Prepaid expenses and other assets
(5,734
)
 
(21,900
)
Accounts payable
4,567

 
7,259

Accruals and other liabilities
(5,894
)
 
46,293

Acquisition-related contingent consideration
(15,882
)
 
1,323

Income taxes payable
20,176

 
50,993

Deferred revenue
91,397

 
41,843

Net cash provided by operating activities
239,263

 
208,908

Investing activities:
 
 
 
Capital expenditures
(21,956
)
 
(18,059
)
Purchase of available for sale securities
(444,472
)
 
(616,592
)
Proceeds from maturities of available for sale securities
344,353

 
401,795

Proceeds from sales of available for sale securities
257,961

 
169,123

Acquisitions, net of cash acquired
(790,269
)
 
(120,537
)
Net cash used in investing activities
(654,383
)
 
(184,270
)
Financing activities:
 
 
 
Proceeds from issuance of common stock under employee stock plans, net of repurchases
47,606

 
55,830

Cash used to net settle equity awards
(27,309
)
 
(47,648
)
Payments for repurchases of common stock
(127,144
)
 
(35,040
)
Borrowings of debt, net of issuance costs
560,371

 

Excess tax benefit from employee stock plans
23,883

 
50,673

Net cash provided by financing activities
477,407

 
23,815

Effect of exchange rate changes on cash and cash equivalents
2,746

 
1,297

Net increase in cash and cash equivalents
65,033

 
49,750

Cash and cash equivalents at beginning of period
215,476

 
165,726

Cash and cash equivalents at end of period
$
280,509

 
$
215,476





Riverbed Technology
Supplemental Financial Information
In thousands
Unaudited
 
Three months ended
 
Twelve months ended
 
December 31,
2012
 
September 30,
2012
 
December 31,
2011
 
December 31,
2012
 
December 31,
2011
Revenue by Geography
 
 
 
 
 
 
 
 
 
Americas
$
140,059

 
$
133,656

 
$
117,367

 
$
494,907

 
$
437,945

Europe, Middle East and Africa
66,450

 
56,992

 
58,501

 
225,652

 
187,425

Asia Pacific
30,873

 
27,949

 
26,967

 
116,301

 
101,106

     Total revenue
$
237,382

 
$
218,597

 
$
202,835

 
$
836,860

 
$
726,476

As a percentage of total revenues:
 
 
 
 
 
 
 
 
 
Americas
59
%
 
61
%
 
58
%
 
59
%
 
60
%
Europe, Middle East and Africa
28
%
 
26
%
 
29
%
 
27
%
 
26
%
Asia Pacific
13
%
 
13
%
 
13
%
 
14
%
 
14
%
     Total revenue
100
%
 
100
%
 
100
%
 
100
%
 
100
%
Revenue by Sales Channel
 
 
 
 
 
 
 
 
 
Direct
$
16,477

 
$
6,625

 
$
7,599

 
$
43,526

 
$
32,627

Indirect
220,905

 
211,972

 
195,236

 
793,334

 
693,849

     Total revenue
$
237,382

 
$
218,597

 
$
202,835

 
$
836,860

 
$
726,476

As a percentage of total revenues:
 
 
 
 
 
 
 
 
 
Direct
7
%
 
3
%
 
4
%
 
5
%
 
4
%
Indirect
93
%
 
97
%
 
96
%
 
95
%
 
96
%
     Total revenue
100
%
 
100
%
 
100
%
 
100
%
 
100
%





Riverbed Technology
GAAP to Non-GAAP Reconciliation
In thousands, except per share amounts
Unaudited
 
Three months ended
 
Twelve months ended
GAAP to Non-GAAP Reconciliations:
December 31,
2012
 
September 30,
2012
 
December 31,
2011
 
December 31,
2012
 
December 31,
2011
Reconciliation of Total revenue:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
$
237,382

 
$
218,597

 
$
202,835

 
$
836,860

 
$
726,476

Adjustments:
 
 
 
 
 
 
 
 
 
Deferred revenue adjustment (6)
1,292

 
199

 
1,189

 
2,818

 
2,002

As adjusted
$
238,674

 
$
218,796

 
$
204,024

 
$
839,678

 
$
728,478

Reconciliation of Net income:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
$
4,784

 
$
24,730

 
$
20,154

 
$
54,597

 
$
63,807

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation (1)
23,124

 
20,252

 
21,734

 
89,294

 
89,734

Payroll tax on stock-based compensation (2)
1,523

 
230

 
3,565

 
3,177

 
7,465

Amortization on intangibles (3)
9,553

 
5,474

 
4,858

 
25,888

 
13,120

Acquisition-related costs (credits) (5)
13,484

 
(2,371
)
 
2,789

 
3,469

 
9,761

Inventory fair value adjustment (4)
699

 

 

 
699

 
359

Deferred revenue adjustment (6)
1,292

 
199

 
1,189

 
2,818

 
2,002

Other income (expense), net (8)
6

 
525

 
611

 
2,618

 
1,092

Income tax adjustments (7)
(8,006
)
 
(2,958
)
 
(13,787
)
 
(19,224
)
 
(37,375
)
As adjusted
$
46,459

 
$
46,081

 
$
41,113

 
$
163,336

 
$
149,965

Reconciliation of Net income per share, diluted:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
$
0.03

 
$
0.15

 
$
0.12

 
$
0.33

 
$
0.38

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation (1)
0.15

 
0.13

 
0.13

 
0.54

 
0.54

Payroll tax on stock-based compensation (2)
0.01

 

 
0.02

 
0.02

 
0.04

Amortization on intangibles (3)
0.06

 
0.03

 
0.03

 
0.16

 
0.08

Acquisition-related costs (credits) (5)
0.08

 
(0.01
)
 
0.02

 
0.02

 
0.06

Deferred revenue adjustment (6)
0.01

 

 
0.01

 
0.02

 
0.01

Other income (expense), net (8)

 

 

 
0.02

 
0.01

Income tax adjustments (7)
(0.05
)
 
(0.02
)
 
(0.08
)
 
(0.12
)
 
(0.22
)
As adjusted
$
0.29

 
$
0.28

 
$
0.25

 
$
0.99

 
$
0.90

Non-GAAP Net income per share, basic
$
0.30

 
$
0.30

 
$
0.26

 
$
1.05

 
$
0.97

Non-GAAP Net income per share, diluted
$
0.29

 
$
0.28

 
$
0.25

 
$
0.99

 
$
0.90

Shares used in computing basic net income per share (9)
154,818

 
153,823

 
155,699

 
155,940

 
154,411

Shares used in computing diluted net income per share (9)
162,578

 
161,877

 
166,838

 
164,305

 
166,900

 
 
 
 
 
 
 
 
 
 




Riverbed Technology
GAAP to Non-GAAP Reconciliation (continued)
In thousands, except per share amounts
Unaudited
 
 
 
 
 
 
 
 
 
 
Three months ended
 
Twelve months ended
GAAP to Non-GAAP Reconciliations:
December 31,
2012
 
September 30,
2012
 
December 31,
2011
 
December 31,
2012
 
December 31,
2011
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
Support and services revenue
$
1,292

 
$
199

 
$
1,189

 
$
2,818

 
$
2,002

Cost of product
5,840

 
3,858

 
3,781

 
17,422

 
10,991

Cost of support and services
2,059

 
1,660

 
1,793

 
7,205

 
7,001

Sales and marketing
14,344

 
10,547

 
12,063

 
47,603

 
43,478

Research and development
8,264

 
7,079

 
8,688

 
31,541

 
32,457

General and administrative
4,645

 
3,306

 
5,534

 
18,030

 
21,301

Acquisition-related costs (credits)
13,231

 
(2,865
)
 
1,087

 
726

 
5,211

Other income (expense), net
6

 
525

 
611

 
2,618

 
1,092

Provision for income taxes
(8,006
)
 
(2,958
)
 
(13,787
)
 
(19,224
)
 
(37,375
)
Total Non-GAAP adjustments
$
41,675

 
$
21,351

 
$
20,959

 
$
108,739

 
$
86,158

 
 
 
 
 
 
 
 
 
 
_______________________
(1) Stock-based compensation expense is calculated in accordance with the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation effective January 1, 2006.
(2) Payroll tax on stock-based compensation represents the incremental cost for employer payroll taxes on stock option exercises and restricted stock units vested and released.
(3) The intangible assets recorded at fair value as a result of our acquisition are amortized over the estimated useful life of the respective asset.
(4) The inventory fair value adjustment recorded pursuant to our acquisition is excluded from our non-GAAP operating expenses as this cost would not have otherwise occurred in the period presented.
(5) We incurred expenses in connection with our acquisitions, which would not have otherwise occurred in the period presented as part of our operating expenses; therefore, these costs or credits are excluded from our non-GAAP operating expenses.
(6) Business combination accounting rules require us to account for the fair value of deferred revenue assumed in connection with an acquisition. The non-GAAP adjustment is intended to reflect the full amount of support and service revenue that would have otherwise been recorded by the acquired entity.
(7) The non-GAAP tax rate excludes the income tax effects of non-GAAP adjustments. Additionally, the non-GAAP tax rate includes adjustments to our tax valuation allowance on deferred tax assets and excludes the interim tax cost of the one-time transfer of intellectual property rights between our legal entities.
(8) We incurred expenses, including revaluation of the contingent consideration, in connection with our acquisitions, which would not have otherwise occurred in the period presented as part of our other income (expense); therefore, these costs are excluded from our non-GAAP operating expenses.
(9) Shares used in computing basic and diluted net income per share for the December 31, 2012 periods exclude shares issued in connection with the OPNET acquisition.