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8-K - 8-K - Riverbed Technology, Inc.a2012q3earningsdoc.htm


Exhibit 99.1
Riverbed Technology Reports Record Third Quarter 2012 Revenue and Profits
Revenue grows 10% sequentially and 15% over prior year
Cash and investments exceed $670 million

Riverbed Technology, Inc. (NASDAQ: RVBD), the performance company, today reported financial results for its third quarter ended September 30, 2012 (Q3'12).
GAAP revenue for Q3'12 was $219 million, an increase of 10% compared to $198 million in the second quarter 2012 (Q2'12) and an increase of 15% compared to $190 million in the third quarter 2011 (Q3'11). GAAP net income for Q3'12 was $25 million, or $0.15 per diluted share, compared to $18 million, or $0.11 per diluted share, in Q2'12 and $19 million, or $0.12 per diluted share, in Q3'11.
Non-GAAP revenue for Q3'12 was $219 million, an increase of 10% compared to $199 million in Q2'12 and an increase of 15% compared to $191 million in Q3'11. Non-GAAP net income for Q3'12 was $46 million, or $0.28 per diluted share, compared to $37 million, or $0.23 per diluted share, in Q2'12 and $40 million, or $0.24 per diluted share in Q3'11.
“The results we are announcing today reflect Riverbed's position as a leader in the evolution to the software defined data center,” said Jerry M. Kennelly, President and CEO. “Sales of new products continued to ramp in the third quarter, and we saw strong enterprise growth as customers embrace Riverbed as a strategic vendor whose products deliver the best performance and highest availability.”
“Healthy revenue growth and good cost control generated record profits,” added Randy S. Gottfried, Chief Financial Officer. “Cash and investments grew by more than $100 million and totaled more than $670 million at September 30, 2012.”





Financial Highlights
Total revenue increased 10% sequentially and 15% year-over-year to record $219 million
Product revenue increased 12% sequentially and 9% year-over-year to record $145 million
Record Non-GAAP gross margin of 79.6%, compared to 77.8% in Q2'12
Non-GAAP operating profit increased 26% sequentially and 10% year-over-year to record $63 million
Non-GAAP net income increased 23% sequentially and 15% year-over-year to record $46 million
Total cash and investments of $670 million at September 30, 2012, compared to $550 million at June 30, 2012, and $559 million at September 30, 2011

 Business Highlights
Upgraded Riverbed® Optimization System (RiOS®), the software that powers the Steelhead® appliance, with the addition of inbound quality of service (QoS). Inbound QoS provides the control needed over all incoming traffic to guarantee stable bandwidth with predictable levels of performance.
Enhanced strategic relationship with VMware across all Riverbed product solutions:
Riverbed Cloud Steelhead will be further integrated with VMware vCloud Director to simplify deployment, configuration, and management of wide area network optimization-as-a-service for the Virtual Data Center
Previewed a solution leveraging Riverbed Granite™ edge virtual server infrastructure (edge-VSI) to deliver higher performance for distributed VMware View environments
Riverbed Cascade® will support VMware VXLAN providing IT organizations with an application-aware network performance management solution for software defined networking
Integrated Riverbed Stingray™ Traffic Manager with VMware vFabric Application Director to allow customers to create application blueprints that can be used to provision and scale multi-tier applications, faster and smarter in a hybrid cloud environment
Steelhead Cloud Accelerator received the Best of TechEd Award in the Cloud Computing category
Launched Cascade 9.6 reinforcing commitment to the Federal market
Met the testing requirements of the Joint Interoperability Test Command (JITC), a military organization under the Defense Information Systems Agency (DISA)
Achieved Federal Information Processing Standard (FIPS) and the Security Technical Implementation Guide (STIG) validations
Reached EAL3+ Evaluation Status under the Common Criteria for Information Technology Security Evaluation and Certification Scheme (CCS)
Introduced new Whitewater® 3010 cloud storage gateway model appliance that offers four times the local storage capacity of previous models to handle larger backup data workloads for large scale enterprise requirements
Named one of the Top Workplaces for 2012, according to a survey published by the Bay Area Newspaper Group, which includes the Contra Costa Times, InsideBayArea.com, the Oakland Tribune and the San Jose Mercury News

Conference Call
Riverbed will host a conference call today, October 18, 2012, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its third quarter 2012 results. The call will be broadcast live over the Internet at http://www.riverbed.com/investors and a replay of the webcast will 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 gross margin, non-GAAP operating profit, non-GAAP net income and non-GAAP net income per 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 deferred revenue: Business combination accounting rules require us to account for the fair value of support contracts assumed in connection with our acquisitions. The book value of the acquisition deferred support revenue was reduced by $4 million in the adjustment to fair value. Because these are typically one-year contracts, our GAAP revenues for an one year period 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.
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 incurred 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 and the growth 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 or 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.

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
September 30,
 
Nine months ended
September 30,
 
 
2012
 
2011
 
2012
 
2011
Revenue:
 
 
 
 
 
 
 
 
Product
 
$
144,605

 
$
132,061

 
$
391,008

 
$
361,073

Support and services
 
73,992

 
57,722

 
208,470

 
162,568

     Total revenue
 
218,597

 
189,783

 
599,478

 
523,641

Cost of revenue:
 
 
 
 
 
 
 
 
Cost of product
 
30,985

 
26,968

 
89,412

 
74,386

Cost of support and services
 
19,072

 
17,998

 
57,112

 
49,633

     Total cost of revenue
 
50,057

 
44,966

 
146,524

 
124,019

Gross profit
 
168,540

 
144,817

 
452,954

 
399,622

Operating expenses:
 
 
 
 
 
 
 
 
Sales and marketing
 
81,934

 
70,208

 
233,115

 
195,029

Research and development
 
36,139

 
30,999

 
106,052

 
89,250

General and administrative
 
13,884

 
15,353

 
44,010

 
43,949

Acquisition-related costs (credits)
 
(2,865
)
 
2,732

 
(12,505
)
 
4,124

Total operating expenses
 
129,092

 
119,292

 
370,672

 
332,352

Operating profit
 
39,448

 
25,525

 
82,282

 
67,270

Other income (expense), net
 
5

 
(151
)
 
(1,241
)
 
688

Income before provision for income taxes
 
39,453

 
25,374

 
81,041

 
67,958

Provision for income taxes
 
14,723

 
6,049

 
31,228

 
24,305

Net income
 
$
24,730

 
$
19,325

 
$
49,813

 
$
43,653

Net income per share, basic
 
$
0.16

 
$
0.12

 
$
0.32

 
$
0.28

Net income per share, diluted
 
$
0.15

 
$
0.12

 
$
0.30

 
$
0.26

Shares used in computing basic net income per share
 
153,823

 
155,367

 
156,313

 
153,981

Shares used in computing diluted net income per share
 
161,877

 
167,031

 
164,880

 
166,920






Riverbed Technology
Condensed Consolidated Balance Sheets
In thousands
 
September 30,
2012
 
December 31,
2011
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
279,281

 
$
215,476

Short-term investments
253,770

 
254,753

Trade receivables, net
86,413

 
78,016

Inventory
18,840

 
11,437

Deferred tax assets
16,856

 
16,783

Prepaid expenses and other current assets
36,385

 
35,078

Total current assets
691,545

 
611,543

Long-term investments
137,053

 
123,134

Fixed assets, net
35,842

 
29,277

Goodwill
117,626

 
117,474

Intangible assets, net
57,895

 
68,274

Deferred tax assets, non-current
52,159

 
56,708

Other assets
23,263

 
24,789

Total assets
$
1,115,383

 
$
1,031,199

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
38,816

 
$
35,341

Accrued compensation and related benefits
37,853

 
61,256

Other accrued liabilities
27,704

 
42,959

Deferred revenue
152,956

 
121,131

Total current liabilities
257,329

 
260,687

Deferred revenue, non-current
87,641

 
36,248

Other long-term liabilities
25,026

 
23,200

Total long-term liabilities
112,667

 
59,448

Stockholders' equity:
 
 
 
Common stock
613,889

 
631,921

Retained earnings
132,929

 
83,116

Accumulated other comprehensive loss
(1,431
)
 
(3,973
)
Total stockholders' equity
745,387

 
711,064

Total liabilities and stockholders' equity
$
1,115,383

 
$
1,031,199





Riverbed Technology
Condensed Consolidated Statements of Cash Flows
In thousands
Unaudited
 
Nine months ended
September 30,
 
2012
 
2011
Operating activities:
 
 
 
Net income
$
49,813

 
$
43,653

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
27,743

 
16,477

Stock-based compensation
66,170

 
68,000

Deferred taxes
4,655

 
(6,463
)
Excess tax benefit from employee stock plans
(14,532
)
 
(34,482
)
Changes in operating assets and liabilities:
 
 
 
Trade receivables
(8,397
)
 
(15,892
)
Inventory
(7,293
)
 
(219
)
Prepaid expenses and other assets
3,637

 
(14,405
)
Accounts payable
3,563

 
7,982

Accruals and other liabilities
(23,579
)
 
6,354

Acquisition-related contingent consideration
(15,882
)
 
1,552

Income taxes payable
16,895

 
42,546

Deferred revenue
82,518

 
32,184

Net cash provided by operating activities
185,311

 
147,287

Investing activities:
 
 
 
Capital expenditures
(17,121
)
 
(12,017
)
Purchase of available for sale securities
(403,482
)
 
(504,074
)
Proceeds from maturities of available for sale securities
274,428

 
294,511

Proceeds from sales of available for sale securities
112,760

 
135,926

Acquisitions, net of cash acquired
(6,458
)
 
(120,179
)
Net cash used in investing activities
(39,873
)
 
(205,833
)
Financing activities:
 
 
 
Proceeds from issuance of common stock under employee stock plans, net of repurchases
32,751

 
41,996

Taxes paid related to net shares settlement of equity awards
(4,278
)
 
(10,088
)
Payments for repurchases of common stock
(127,144
)
 
(20,017
)
Excess tax benefit from employee stock plans
14,532

 
34,482

Net cash (used in) provided by financing activities
(84,139
)
 
46,373

Effect of exchange rate changes on cash and cash equivalents
2,506

 
303

Net increase (decrease) in cash and cash equivalents
63,805

 
(11,870
)
Cash and cash equivalents at beginning of period
215,476

 
165,726

Cash and cash equivalents at end of period
$
279,281

 
$
153,856





Riverbed Technology
Supplemental Financial Information
In thousands
Unaudited
 
Three months ended
 
Nine months ended
 
September 30,
2012
 
June 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Revenue by Geography
 
 
 
 
 
 
 
 
 
Americas
$
133,656

 
$
117,536

 
$
113,239

 
$
354,848

 
$
320,578

Europe, Middle East and Africa
56,992

 
51,672

 
49,847

 
159,202

 
128,924

Asia Pacific
27,949

 
29,260

 
26,697

 
85,428

 
74,139

     Total revenue
$
218,597

 
$
198,468

 
$
189,783

 
$
599,478

 
$
523,641

As a percentage of total revenues:
 
 
 
 
 
 
 
 
 
Americas
61
%
 
59
%
 
60
%
 
59
%
 
61
%
Europe, Middle East and Africa
26
%
 
26
%
 
26
%
 
27
%
 
25
%
Asia Pacific
13
%
 
15
%
 
14
%
 
14
%
 
14
%
     Total revenue
100
%
 
100
%
 
100
%
 
100
%
 
100
%
Revenue by Sales Channel
 
 
 
 
 
 
 
 
 
Direct
$
10,626

 
$
9,609

 
$
7,068

 
$
31,050

 
$
25,028

Indirect
207,971

 
188,859

 
182,715

 
568,428

 
498,613

     Total revenue
$
218,597

 
$
198,468

 
$
189,783

 
$
599,478

 
$
523,641

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





Riverbed Technology
GAAP to Non-GAAP Reconciliation
In thousands, except per share amounts
Unaudited
 
Three months ended
 
Nine months ended
GAAP to Non-GAAP Reconciliations:
September 30,
2012
 
June 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Reconciliation of Total revenue:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
$
218,597

 
$
198,468

 
$
189,783

 
$
599,478

 
$
523,641

Adjustments:
 
 
 
 
 
 
 
 
 
Deferred revenue adjustment (6)
199

 
498

 
813

 
1,526

 
813

As adjusted
$
218,796

 
$
198,966

 
$
190,596

 
$
601,004

 
$
524,454

Reconciliation of Gross margin:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
77.1
 %
 
74.9
%
 
76.3
%
 
75.6
%
 
76.3
 %
Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation (1)
0.8
 %
 
1.0
%
 
1.0
%
 
0.9
%
 
1.0
 %
Payroll tax on stock-based compensation (2)
0.0
 %
 
0.0
%
 
0.0
%
 
0.0
%
 
0.1
 %
Amortization on intangibles (3)
1.7
 %
 
1.8
%
 
1.5
%
 
1.8
%
 
1.2
 %
Inventory fair value adjustment (4)
0.0
 %
 
0.0
%
 
0.1
%
 
0.0
%
 
0.1
 %
Deferred revenue adjustment (6)
0.0
 %
 
0.1
%
 
0.1
%
 
0.1
%
 
0.0
 %
As adjusted
79.6
 %
 
77.8
%
 
79.0
%
 
78.4
%
 
78.7
 %
Reconciliation of Operating profit:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
$
39,448

 
$
30,208

 
$
25,525

 
$
82,282

 
$
67,270

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation (1)
20,252

 
22,943

 
22,504

 
66,170

 
68,000

Payroll tax on stock-based compensation (2)
230

 
737

 
234

 
1,654

 
3,900

Amortization on intangibles (3)
5,474

 
5,417

 
3,968

 
16,335

 
8,262

Acquisition-related costs (credits) (5)
(2,371
)
 
(9,593
)
 
4,200

 
(10,015
)
 
6,972

Inventory fair value adjustment (4)

 

 
120

 

 
359

Deferred revenue adjustment (6)
199

 
498

 
813

 
1,526

 
813

As adjusted
$
63,232

 
$
50,210

 
$
57,364

 
$
157,952

 
$
155,576

Reconciliation of Net income:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
$
24,730

 
$
18,134

 
$
19,325

 
$
49,813

 
$
43,653

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation (1)
20,252

 
22,943

 
22,504

 
66,170

 
68,000

Payroll tax on stock-based compensation (2)
230

 
737

 
234

 
1,654

 
3,900

Amortization on intangibles (3)
5,474

 
5,417

 
3,968

 
16,335

 
8,262

Acquisition-related costs (credits) (5)
(2,371
)
 
(9,593
)
 
4,200

 
(10,015
)
 
6,972

Inventory fair value adjustment (4)

 

 
120

 

 
359

Deferred revenue adjustment (6)
199

 
498

 
813

 
1,526

 
813

Other income (expense), net (8)
525

 
(51
)
 
481

 
2,612

 
481

Income tax adjustments (7)
(2,958
)
 
(740
)
 
(11,565
)
 
(11,218
)
 
(23,588
)
As adjusted
$
46,081

 
$
37,345

 
$
40,080

 
$
116,877

 
$
108,852

 
 
 
 
 
 
 
 
 
 




Riverbed Technology
GAAP to Non-GAAP Reconciliation (continued)
In thousands, except per share amounts
Unaudited
 
 
 
 
 
 
 
 
 
 
Three months ended
 
Nine months ended
GAAP to Non-GAAP Reconciliations:
September 30,
2012
 
June 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Reconciliation of Net income per share, diluted:
 
 
 
 
 
 
 
 
 
U.S. GAAP as reported
$
0.15

 
$
0.11

 
$
0.12

 
$
0.30

 
$
0.26

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation (1)
0.13

 
0.15

 
0.14

 
0.40

 
0.42

Payroll tax on stock-based compensation (2)

 

 

 
0.01

 
0.02

Amortization on intangibles (3)
0.03

 
0.03

 
0.02

 
0.10

 
0.05

Acquisition-related costs (credits) (5)
(0.01
)
 
(0.06
)
 
0.03

 
(0.06
)
 
0.04

Deferred revenue adjustment (6)

 

 

 
0.01

 

Other income (expense), net (8)

 

 

 
0.02

 

Income tax adjustments (7)
(0.02
)
 

 
(0.07
)
 
(0.07
)
 
(0.14
)
As adjusted
$
0.28

 
$
0.23

 
$
0.24

 
$
0.71

 
$
0.65

Non-GAAP Net income per share, basic
$
0.30

 
$
0.24

 
$
0.26

 
$
0.75

 
$
0.71

Non-GAAP Net income per share, diluted
$
0.28

 
$
0.23

 
$
0.24

 
$
0.71

 
$
0.65

Shares used in computing basic net income per share
153,823

 
157,261

 
155,367

 
156,313

 
153,981

Shares used in computing diluted net income per share
161,877

 
165,253

 
167,031

 
164,880

 
166,920

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
Support and services revenue
$
199

 
$
498

 
$
813

 
$
1,526

 
$
813

Cost of product
3,858

 
3,857

 
3,250

 
11,582

 
7,210

Cost of support and services
1,660

 
1,843

 
1,604

 
5,146

 
5,208

Sales and marketing
10,547

 
10,705

 
10,593

 
33,259

 
31,415

Research and development
7,079

 
8,107

 
7,699

 
23,277

 
23,769

General and administrative
3,306

 
5,188

 
5,148

 
13,385

 
15,767

Acquisition-related costs (credits)
(2,865
)
 
(10,196
)
 
2,732

 
(12,505
)
 
4,124

Other income (expense), net
525

 
(51
)
 
481

 
2,612

 
481

Provision for income taxes
(2,958
)
 
(740
)
 
(11,565
)
 
(11,218
)
 
(23,588
)
Total Non-GAAP adjustments
$
21,351

 
$
19,211

 
$
20,755

 
$
67,064

 
$
65,199

_______________________
(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 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.