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Riverbed Technology Reports Record Fourth Quarter and 2012 Revenue

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.

                   
Riverbed Technology
GAAP Condensed Consolidated Statements of Operations
In thousands, except per share amounts
Unaudited
 
Three months ended Twelve months ended
December 31, 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
Long-term borrowings, 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 share settle equity awards (27,309 ) (47,648 )
Payments for repurchases of common stock (127,144 ) (35,040 )
Debt borrowing, 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, September 30, December 31, December 31, December 31,
2012 2012 2011 2012 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
 

 

GAAP to Non-GAAP Reconciliations:

Three months ended Twelve months ended
December 31, September 30, December 31, December 31, December 31,
2012 2012 2011 2012 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 0.00 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 0.00 0.01 0.02 0.01
Other income (expense), net (8) 0.00 0.00 0.00 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
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 (8) 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.

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In his session at WebRTC Summit, Peter Dunkley, Technical Director at Acision, will look at creating interactive communications via the web by adding messaging, file transfer, and group communication (group chat and audio/video conferencing) into the web experience. He will also discuss potential applications of this technology in areas including B2B, B2C, P2P, and gaming. Peter Dunkley is Technical Director at Acision. He graduated from The University of Edinburgh in 2000 with a BSc (Hons) in Computer Science. After graduation Peter worked on a PSTN switch developing signalling stacks for SS...
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What if, during a snow emergency, an on-the-ground sensor could automatically trigger a relevant emergency notification related to snowfall and road impact. And then, after it’s triggered, that notification is delivered intelligently to individuals based on an extensive set of rules designed to alert the most available and capable responders. This “what if” question about “smart highways” is short-sighted. We are already there, and we are only getting started. While mainstream attention is paid to machine-to-machine communications, new technologies are being developed to make these communica...
The Internet of Things is not new. Historically, smart businesses have used its basic concept of leveraging data to drive better decision making and have capitalized on those insights to realize additional revenue opportunities. So, what has changed to make the Internet of Things one of the hottest topics in tech? In his session at @ThingsExpo, Chris Gray, Director, Embedded and Internet of Things, discussed the underlying factors that are driving the economics of intelligent systems. Discover how hardware commoditization, the ubiquitous nature of connectivity, and the emergence of Big Data a...
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Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using the URL as a basic building block, we open this up and get the same resilience that the web enjoys.
Chuck Piluso will present a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Speaker Bio: Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Telecommunications Corporation, a facilities-based international carrier licensed ...
There are lots of challenges in IoT around secure, scalable and business friendly infrastructure for enterprises. For large corporations, IoT implementations are one of the top priorities of the decade. All industries are seeing a competitive need to sustain by investing in IoT initiatives. The value addition comes from improved customer service, innovative product and additional revenue streams. The data from these IP-connected devices can be leveraged for a variety of business applications as well as responsive action controls. The various architectural building blocks of an IoT ...