Delaware | 22-3447504 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1 Commvault Way Tinton Falls, New Jersey | 07724 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | o (Do not check if smaller reporting company) | Smaller reporting company | ¨ |
Page | ||
Part I – FINANCIAL INFORMATION | ||
Item 1. | Financial Statements and Notes | |
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. | ||
Exhibit 31.1 | ||
Exhibit 31.2 | ||
Exhibit 32.1 | ||
Exhibit 32.2 |
December 31, 2016 | March 31, 2016 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 316,412 | $ | 288,107 | ||||
Short-term investments | 120,747 | 99,072 | ||||||
Trade accounts receivable, less allowance for doubtful accounts of $325 at December 31, 2016 and $315 at March 31, 2016 | 115,851 | 113,429 | ||||||
Other current assets | 15,754 | 16,769 | ||||||
Total current assets | 568,764 | 517,377 | ||||||
Deferred tax assets, net | 57,956 | 49,976 | ||||||
Property and equipment, net | 132,862 | 135,904 | ||||||
Equity method investment | 4,035 | 4,579 | ||||||
Other assets | 6,099 | 6,737 | ||||||
Total assets | $ | 769,716 | $ | 714,573 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 143 | $ | 309 | ||||
Accrued liabilities | 75,971 | 69,678 | ||||||
Deferred revenue | 191,052 | 194,977 | ||||||
Total current liabilities | 267,166 | 264,964 | ||||||
Deferred revenue, less current portion | 63,763 | 49,889 | ||||||
Other liabilities | 3,597 | 3,452 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value: 50,000 shares authorized, no shares issued and outstanding at December 31, 2016 and March 31, 2016 | — | — | ||||||
Common stock, $0.01 par value: 250,000 shares authorized, 44,948 shares and 44,134 shares issued and outstanding at December 31, 2016 and March 31, 2016, respectively | 448 | 440 | ||||||
Additional paid-in capital | 670,714 | 602,999 | ||||||
Accumulated deficit | (221,976 | ) | (197,962 | ) | ||||
Accumulated other comprehensive loss | (13,996 | ) | (9,209 | ) | ||||
Total stockholders’ equity | 435,190 | 396,268 | ||||||
Total liabilities and stockholders’ equity | $ | 769,716 | $ | 714,573 |
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues: | ||||||||||||||||
Software | $ | 77,322 | $ | 71,389 | $ | 211,716 | $ | 185,449 | ||||||||
Services | 88,519 | 84,307 | 265,871 | 250,112 | ||||||||||||
Total revenues | 165,841 | 155,696 | 477,587 | 435,561 | ||||||||||||
Cost of revenues: | ||||||||||||||||
Software | 772 | 530 | 2,306 | 1,595 | ||||||||||||
Services | 20,394 | 19,899 | 61,512 | 60,320 | ||||||||||||
Total cost of revenues | 21,166 | 20,429 | 63,818 | 61,915 | ||||||||||||
Gross margin | 144,675 | 135,267 | 413,769 | 373,646 | ||||||||||||
Operating expenses: | ||||||||||||||||
Sales and marketing | 98,433 | 91,393 | 285,912 | 263,017 | ||||||||||||
Research and development | 21,227 | 17,963 | 60,676 | 50,876 | ||||||||||||
General and administrative | 21,610 | 20,002 | 62,862 | 59,717 | ||||||||||||
Depreciation and amortization | 2,163 | 2,400 | 6,382 | 7,336 | ||||||||||||
Total operating expenses | 143,433 | 131,758 | 415,832 | 380,946 | ||||||||||||
Income (loss) from operations | 1,242 | 3,509 | (2,063 | ) | (7,300 | ) | ||||||||||
Interest expense | (233 | ) | (234 | ) | (724 | ) | (692 | ) | ||||||||
Interest income | 312 | 207 | 843 | 587 | ||||||||||||
Equity in loss of affiliate | (300 | ) | — | (544 | ) | — | ||||||||||
Income (loss) before income taxes | 1,021 | 3,482 | (2,488 | ) | (7,405 | ) | ||||||||||
Income tax expense (benefit) | 1,063 | (1,396 | ) | 160 | (1,747 | ) | ||||||||||
Net income (loss) | $ | (42 | ) | $ | 4,878 | $ | (2,648 | ) | $ | (5,658 | ) | |||||
Net income (loss) per common share: | ||||||||||||||||
Basic | $ | (0.00 | ) | $ | 0.11 | $ | (0.06 | ) | $ | (0.12 | ) | |||||
Diluted | $ | (0.00 | ) | $ | 0.10 | $ | (0.06 | ) | $ | (0.12 | ) | |||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 45,099 | 45,315 | 44,645 | 45,339 | ||||||||||||
Diluted | 45,099 | 46,577 | 44,645 | 45,339 |
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net income (loss) | $ | (42 | ) | $ | 4,878 | $ | (2,648 | ) | $ | (5,658 | ) | |||||
Other comprehensive loss: | ||||||||||||||||
Foreign currency translation adjustment | (3,268 | ) | (496 | ) | (4,787 | ) | (2,176 | ) | ||||||||
Comprehensive income (loss) | $ | (3,310 | ) | $ | 4,382 | $ | (7,435 | ) | $ | (7,834 | ) |
Common Stock | Additional Paid – In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||
Shares | Amount | ||||||||||||||||||||||
Balance as of March 31, 2016 | 44,134 | $ | 440 | $ | 602,999 | $ | (197,962 | ) | $ | (9,209 | ) | $ | 396,268 | ||||||||||
Stock-based compensation | 55,153 | 55,153 | |||||||||||||||||||||
Tax benefits relating to stock-based payments | 1,930 | 1,930 | |||||||||||||||||||||
Share issuances related to stock-based compensation | 1,291 | 13 | 14,258 | 14,271 | |||||||||||||||||||
Repurchase of common stock | (477 | ) | (5 | ) | (3,626 | ) | (21,366 | ) | (24,997 | ) | |||||||||||||
Net loss | (2,648 | ) | (2,648 | ) | |||||||||||||||||||
Other comprehensive loss | (4,787 | ) | (4,787 | ) | |||||||||||||||||||
Balance as of December 31, 2016 | 44,948 | $ | 448 | $ | 670,714 | $ | (221,976 | ) | $ | (13,996 | ) | $ | 435,190 |
Nine Months Ended December 31, | ||||||||
2016 | 2015 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (2,648 | ) | $ | (5,658 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 7,573 | 8,509 | ||||||
Noncash stock-based compensation | 55,153 | 47,516 | ||||||
Excess tax benefits from stock-based compensation | (4,776 | ) | (6,263 | ) | ||||
Deferred income taxes | (8,074 | ) | (7,880 | ) | ||||
Equity in loss of affiliate | 544 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Trade accounts receivable | (5,462 | ) | 2,186 | |||||
Other current assets and Other assets | 1,060 | 2,448 | ||||||
Accounts payable | (159 | ) | (625 | ) | ||||
Accrued liabilities | 10,858 | 4,020 | ||||||
Deferred revenue | 16,933 | 2,984 | ||||||
Other liabilities | 52 | (3 | ) | |||||
Net cash provided by operating activities | 71,054 | 47,234 | ||||||
Cash flows from investing activities | ||||||||
Purchase of short-term investments | (93,911 | ) | (72,235 | ) | ||||
Proceeds from maturity of short-term investments | 72,236 | 37,461 | ||||||
Purchases of equity method investment | — | (4,576 | ) | |||||
Purchases for corporate campus headquarters | — | (2,111 | ) | |||||
Purchase of property and equipment | (4,485 | ) | (5,007 | ) | ||||
Net cash used in investing activities | (26,160 | ) | (46,468 | ) | ||||
Cash flows from financing activities | ||||||||
Repurchase of common stock | (24,997 | ) | (34,580 | ) | ||||
Proceeds from the exercise of stock options and the Employee Stock Purchase Plan | 14,271 | 9,778 | ||||||
Excess tax benefits from stock-based compensation | 4,776 | 6,263 | ||||||
Net cash used in financing activities | (5,950 | ) | (18,539 | ) | ||||
Effects of exchange rate — changes in cash | (10,639 | ) | (3,504 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 28,305 | (21,277 | ) | |||||
Cash and cash equivalents at beginning of period | 288,107 | 337,673 | ||||||
Cash and cash equivalents at end of period | $ | 316,412 | $ | 316,396 | ||||
• | The cost of sales commissions will be recorded as an asset and recognized as an operating expense over the time period that the Company expects to recover the costs and the Company believes the impact may be material to the financial statements. Currently, the Company expenses commissions cost as incurred; |
• | Software revenue associated with non-cancellable subscription or, term-based, software license arrangements will generally be recognized upon delivery of the license. Historically, these arrangements have not been material, and the Company currently recognizes this revenue ratably over the term of the software license; and |
• | The Company expects that the accounting for software revenue derived from perpetual based licensing arrangements and associated services revenues will not be materially impacted. |
• | Persuasive evidence of an arrangement with the customer exists. The Company’s customary practice is to require a purchase order and, in some cases, a written contract signed by both the customer and the Company, or other persuasive evidence that an arrangement exists prior to recognizing revenue related to an arrangement. |
• | Delivery or performance has occurred. The Company’s software applications are either physically or electronically delivered to customers with standard transfer terms such as FOB shipping point. Software and/or software license keys for add-on orders or software updates are typically delivered in an electronic format. If products that are essential to the functionality of the delivered software in an arrangement have not been delivered, the Company does not consider delivery to have occurred. Services revenue is recognized when the services are completed, except for customer support, which is recognized ratably over the term of the customer support agreement, which is typically one year. |
• | Vendor’s fee is fixed or determinable. The fee customers pay for software applications, customer support and other professional services is negotiated at the outset of a sales arrangement. The fees are therefore considered to be fixed or determinable at the inception of the arrangement. The Company evaluates instances when extended payment terms are granted to determine if revenue should be deferred until payment becomes due. |
• | Collection is probable. Probability of collection is assessed on a customer-by-customer basis. Each new customer undergoes a credit review process to evaluate its financial position and ability to pay. If the Company determines from the outset of an arrangement that collection is not probable based upon the review process, revenue is recognized at the earlier of when cash is collected or when sufficient credit becomes available, assuming all of the other basic revenue recognition criteria are met. |
December 31, 2016 | March 31, 2016 | |||||||
Current: | ||||||||
Deferred software revenue | $ | 3,250 | $ | 1,578 | ||||
Deferred services revenue | 187,802 | 193,399 | ||||||
$ | 191,052 | $ | 194,977 | |||||
Non-current: | ||||||||
Deferred services revenue | $ | 63,763 | $ | 49,889 | ||||
Total Deferred Revenue | $ | 254,815 | $ | 244,866 |
December 31, 2016 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Cash equivalents | $ | 60,555 | — | — | $ | 60,555 | ||||||||
Short-term investments | $ | — | 121,007 | — | $ | 121,007 |
March 31, 2016 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Cash equivalents | $ | 95,735 | — | — | $ | 95,735 | ||||||||
Short-term investments | $ | — | 99,215 | — | $ | 99,215 |
December 31, | March 31, | |||||||
2016 | 2016 | |||||||
Land | $ | 9,445 | $ | 9,445 | ||||
Buildings | 103,243 | 103,193 | ||||||
Computers, servers and other equipment | 35,293 | 33,120 | ||||||
Furniture and fixtures | 14,789 | 14,458 | ||||||
Leasehold improvements | 6,763 | 6,948 | ||||||
Purchased software | 1,333 | 1,279 | ||||||
Construction in process | 671 | 165 | ||||||
171,537 | 168,608 | |||||||
Less: Accumulated depreciation and amortization | (38,675 | ) | (32,704 | ) | ||||
$ | 132,862 | $ | 135,904 |
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net income (loss) | $ | (42 | ) | $ | 4,878 | $ | (2,648 | ) | $ | (5,658 | ) | |||||
Basic net income (loss) per common share: | ||||||||||||||||
Basic weighted average shares outstanding | 45,099 | 45,315 | 44,645 | 45,339 | ||||||||||||
Basic net income (loss) per common share | $ | (0.00 | ) | $ | 0.11 | $ | (0.06 | ) | $ | (0.12 | ) | |||||
Diluted net income (loss) per common share: | ||||||||||||||||
Basic weighted average shares outstanding | 45,099 | 45,315 | 44,645 | 45,339 | ||||||||||||
Dilutive effect of stock options, restricted stock units, performance stock options, performance restricted stock units and employee stock purchase plan | — | 1,262 | — | — | ||||||||||||
Diluted weighted average shares outstanding | 45,099 | 46,577 | 44,645 | 45,339 | ||||||||||||
Diluted net income (loss) per common share | $ | (0.00 | ) | $ | 0.10 | $ | (0.06 | ) | $ | (0.12 | ) |
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Cost of services revenue | $ | 1,060 | $ | 870 | $ | 2,895 | $ | 2,258 | ||||||||
Sales and marketing | 9,100 | 7,971 | 25,061 | 21,011 | ||||||||||||
Research and development | 1,924 | 1,813 | 5,372 | 4,888 | ||||||||||||
General and administrative | 7,026 | 6,573 | 21,825 | 19,359 | ||||||||||||
Stock-based compensation expense | $ | 19,110 | $ | 17,227 | $ | 55,153 | $ | 47,516 |
Options | Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||
Outstanding as of March 31, 2016 | 5,939 | $ | 44.07 | ||||||||||
Options granted | — | — | |||||||||||
Options exercised | (328 | ) | 30.76 | ||||||||||
Options forfeited | (67 | ) | 51.87 | ||||||||||
Options expired | (102 | ) | 68.89 | ||||||||||
Outstanding as of December 31, 2016 | 5,442 | $ | 44.32 | 4.99 | $ | 79,467 | |||||||
Vested or expected to vest as of December 31, 2016 | 5,417 | $ | 44.29 | 4.97 | $ | 79,308 | |||||||
Exercisable as of December 31, 2016 | 4,701 | $ | 42.48 | 4.57 | $ | 75,577 |
Non-vested Restricted Stock Units | Number of Awards | Weighted Average Grant Date Fair Value | ||||
Non-vested as of March 31, 2016 | 2,212 | $ | 43.43 | |||
Awarded | 1,277 | 50.55 | ||||
Vested | (822 | ) | 50.85 | |||
Forfeited | (124 | ) | 43.26 | |||
Non-vested as of December 31, 2016 | 2,543 | $ | 45.62 |
Balance as of March 31, 2016 | $ | 1,952 | |
Additions for tax positions related to fiscal 2017 | 92 | ||
Additions for tax positions related to prior years | — | ||
Settlements and effective settlements with tax authorities and remeasurements | — | ||
Reductions related to the expiration of statutes of limitations | — | ||
Foreign currency translation adjustment | — | ||
Balance as of December 31, 2016 | $ | 2,044 |
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||
Revenues: | |||||||||||
Software | 47 | % | 46 | % | 44 | % | 43 | % | |||
Services | 53 | % | 54 | % | 56 | % | 57 | % | |||
Total revenues | 100 | % | 100 | % | 100 | % | 100 | % | |||
Cost of revenues: | |||||||||||
Software | — | % | — | % | — | % | — | % | |||
Services | 12 | % | 13 | % | 13 | % | 14 | % | |||
Total cost of revenues | 13 | % | 13 | % | 13 | % | 14 | % | |||
Gross margin | 87 | % | 87 | % | 87 | % | 86 | % |
▪ | Americas enterprise transaction revenue increased by 7% as a result of an increase in the number of transactions but was offset by a decline in average enterprise transaction deal size and non-enterprise transaction revenue. |
▪ | EMEA software revenue increased primarily due to a 35% increase in enterprise transaction revenue. The increase in enterprise transaction revenue was primarily a result of an increase in the total number of enterprise revenue transactions. |
▪ | The increase in APAC software revenue was also the result of an increase in the number of enterprise revenue transactions. |
▪ | Our software revenue in EMEA and APAC is subject to changes in foreign exchange rates as more fully discussed above in the “Foreign Currency Exchange Rates’ Impact on Results of Operations” section. |
▪ | The increase in Americas software revenue for the nine months ended December 31, 2016 was the result of an increase in enterprise transaction revenue driven by a higher number of enterprise revenue transactions. These increases were slightly offset by a decrease in non-enterprise transaction revenue. |
▪ | EMEA software revenue increased primarily as a result of an increase in both enterprise and non-enterprise transaction revenue. The increase in enterprise transaction revenue was driven by a significant increase in the number of such transactions. |
▪ | The increase in APAC software revenue was primarily the result of a significant increase in enterprise transaction revenue from an increase in the number of transactions. |
▪ | Our software revenue in EMEA and APAC is subject to changes in foreign exchange rates as more fully discussed above in the “Foreign Currency Exchange Rates’ Impact on Results of Operations” section. |
Nine Months Ended December 31, | ||||||||
2016 | 2015 | |||||||
Net cash provided by operating activities | $ | 71,054 | $ | 47,234 | ||||
Net cash used in investing activities | (26,160 | ) | (46,468 | ) | ||||
Net cash used in financing activities | (5,950 | ) | (18,539 | ) | ||||
Effects of exchange rate-changes in cash | (10,639 | ) | (3,504 | ) | ||||
Net increase (decrease) in cash and cash equivalents | $ | 28,305 | $ | (21,277 | ) |
Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced programs | Approximate dollar value of shares that may yet be purchased under the program | |||||||||||
October 2016 | — | $ | — | — | $ | 93,102,714 | |||||||||
November 2016 | 147,300 | $ | 52.25 | 147,300 | $ | 85,406,491 | |||||||||
December 2016 | 330,053 | $ | 52.42 | 330,053 | $ | 68,105,809 | * | ||||||||
Three months ended December 31, 2016 | 477,353 | $ | 52.40 | 477,353 |
Commvault Systems, Inc. | ||||
Dated: | January 26, 2017 | By: | /s/ N. Robert Hammer | |
N. Robert Hammer | ||||
Chairman, President and Chief Executive Officer | ||||
Dated: | January 26, 2017 | By: | /s/ Brian Carolan | |
Brian Carolan | ||||
Vice President and Chief Financial Officer |
Exhibit No. | Description |
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
1. | I have reviewed this Quarterly Report on Form 10-Q of Commvault Systems, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ N. ROBERT HAMMER |
N. Robert Hammer |
Chairman, President and Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Commvault Systems, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ BRIAN CAROLAN |
Brian Carolan |
Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ N. ROBERT HAMMER |
N. Robert Hammer |
Chairman, President and Chief Executive Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ BRIAN CAROLAN |
Brian Carolan |
Vice President and Chief Financial Officer |
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end
Document and Entity Information - shares |
9 Months Ended | |
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Dec. 31, 2016 |
Jan. 23, 2017 |
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Document And Entity Information [Abstract] | ||
Trading Symbol | CVLT | |
Entity Registrant Name | COMMVAULT SYSTEMS INC | |
Entity Central Index Key | 0001169561 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 45,079,668 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Mar. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Allowance for doubtful trade accounts receivable | $ 325 | $ 315 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 44,948,000 | 44,134,000 |
Common stock, shares outstanding (in shares) | 44,948,000 | 44,134,000 |
Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
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Revenues: | ||||
Software | $ 77,322 | $ 71,389 | $ 211,716 | $ 185,449 |
Services | 88,519 | 84,307 | 265,871 | 250,112 |
Total revenues | 165,841 | 155,696 | 477,587 | 435,561 |
Cost of revenues: | ||||
Software | 772 | 530 | 2,306 | 1,595 |
Services | 20,394 | 19,899 | 61,512 | 60,320 |
Total cost of revenues | 21,166 | 20,429 | 63,818 | 61,915 |
Gross margin | 144,675 | 135,267 | 413,769 | 373,646 |
Operating expenses: | ||||
Sales and marketing | 98,433 | 91,393 | 285,912 | 263,017 |
Research and development | 21,227 | 17,963 | 60,676 | 50,876 |
General and administrative | 21,610 | 20,002 | 62,862 | 59,717 |
Depreciation and amortization | 2,163 | 2,400 | 6,382 | 7,336 |
Total operating expenses | 143,433 | 131,758 | 415,832 | 380,946 |
Income (loss) from operations | 1,242 | 3,509 | (2,063) | (7,300) |
Interest expense | (233) | (234) | (724) | (692) |
Interest income | 312 | 207 | 843 | 587 |
Equity in loss of affiliate | (300) | 0 | (544) | 0 |
Income (loss) before income taxes | 1,021 | 3,482 | (2,488) | (7,405) |
Income tax expense (benefit) | 1,063 | (1,396) | 160 | (1,747) |
Net income (loss) | $ (42) | $ 4,878 | $ (2,648) | $ (5,658) |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.00 | $ 0.11 | $ (0.06) | $ (0.12) |
Diluted (in dollars per share) | $ 0.00 | $ 0.10 | $ (0.06) | $ (0.12) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 45,099 | 45,315 | 44,645 | 45,339 |
Diluted (in shares) | 45,099 | 46,577 | 44,645 | 45,339 |
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
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Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (42) | $ 4,878 | $ (2,648) | $ (5,658) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (3,268) | (496) | (4,787) | (2,176) |
Comprehensive income (loss) | $ (3,310) | $ 4,382 | $ (7,435) | $ (7,834) |
Consolidated Statement of Stockholders' Equity - 9 months ended Dec. 31, 2016 - USD ($) shares in Thousands, $ in Thousands |
Total |
Common Stock |
Additional Paid – In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
---|---|---|---|---|---|
Beginning balance (in shares) at Mar. 31, 2016 | 44,134 | ||||
Beginning balance at Mar. 31, 2016 | $ 396,268 | $ 440 | $ 602,999 | $ (197,962) | $ (9,209) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 55,153 | 55,153 | |||
Tax benefits relating to stock-based payments | 1,930 | 1,930 | |||
Share issuances related to stock-based compensation (in shares) | 1,291 | ||||
Share issuances related to stock-based compensation | 14,271 | $ 13 | 14,258 | ||
Repurchase of common stock (in shares) | (477) | ||||
Repurchase of common stock | (24,997) | $ (5) | (3,626) | (21,366) | |
Net loss | (2,648) | (2,648) | |||
Other comprehensive loss | (4,787) | (4,787) | |||
Ending balance (in shares) at Dec. 31, 2016 | 44,948 | ||||
Ending balance at Dec. 31, 2016 | $ 435,190 | $ 448 | $ 670,714 | $ (221,976) | $ (13,996) |
Basis of Presentation |
9 Months Ended |
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Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Commvault Systems, Inc. and its subsidiaries (“Commvault” or the “Company”) is a leading provider of data and information management software applications and related services. The Company develops, markets and sells a suite of software applications and services, primarily in North America, Europe, Australia and Asia, that provides its customers with data protection solutions supporting all major operating systems, applications, and databases on virtual and physical servers, NAS shares, cloud-based infrastructures, and mobile devices; management through a single console; multiple protection methods including backup and archive, snapshot management, replication, and content indexing for eDiscovery; efficient storage management using deduplication for disk, tape and cloud; integration with the industry's top storage arrays; complete virtual infrastructure management supporting multiple hypervisors; security capabilities to limit access to critical data; policy based data management; and an end-user experience that allows them to protect, find and recover their own data using common tools such as web browsers, Microsoft Outlook and File Explorer. The Company also provides its customers with a broad range of professional and customer support services. The consolidated financial statements as of December 31, 2016 and for the three and nine months ended December 31, 2016 and 2015 are unaudited, and in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10-K for fiscal 2016. The results reported in these financial statements should not necessarily be taken as indicative of results that may be expected for the entire fiscal year. The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments and estimates that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of revenues and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, allowance for doubtful accounts, income taxes and related reserves, stock-based compensation and accounting for research and development costs. Actual results could differ from those estimates. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no significant changes in the Company’s accounting policies during the nine months ended December 31, 2016 as compared to the significant accounting policies described in its Annual Report on Form 10-K for the year ended March 31, 2016. Recently Issued Accounting Standards Revenue Recognition In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" This standard replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. The standard also includes guidance regarding the accounting for contract acquisition costs, which include sales commissions. The new standard will be effective for the Company beginning April 1, 2018, and early adoption as of April 1, 2017 is permitted. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is considering the early adoption of the standard on April 1, 2017 using the full retrospective method to restate each prior reporting period presented. While the Company continues to assess all potential impacts of this new standard, it currently believes the most significant impacts relate to the accounting for commissions costs and the timing of revenue recognition of subscription, or term-based, software license arrangements. Specifically, under the new standard:
The adoption of the standard will require the implementation of new accounting processes, which will change the Company's internal controls over revenue recognition, contract acquisition costs and financial reporting. The Company is designing and implementing these controls in anticipation of potentially early adopting the new standard on April 1, 2017. Stock-based Compensation In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company is required to adopt the new guidance in fiscal 2018 with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2016-09 will have on the financial statements. Leases In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, a lessee will recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for the Company's fiscal 2020, with early adoption permitted. A company will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on the financial statements. There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s financial position, results of operations or cash flows. Revenue Recognition The Company derives revenues from two primary sources: software licenses and services. Services include customer support, consulting, assessment and design services, installation services and training. A typical sales arrangement includes both licenses and services. For sales arrangements involving multiple elements, the Company recognizes revenue using the residual method. Under the residual method, the Company allocates and defers revenue for the undelivered elements based on fair value and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. The determination of fair value of the undelivered elements in multiple-element arrangements is based on the price charged when such elements are sold separately, which is commonly referred to as vendor-specific objective-evidence, or VSOE. The Company’s software licenses typically provide for a perpetual right to use the Company’s software and are sold on a per-terabyte basis, on a per-copy basis, as site licenses or as a solution set. Software licenses sold on a capacity basis provide the customer with unlimited licenses of specified software products based on a defined level of terabytes of data under management. Site licenses give the customer the additional right to deploy the software on a limited basis during a specified term. Solution sets are generally sold on a per unit basis such as per virtual machine for our virtual machine backup, recovery and cloud management solution set; per mailbox for our email archive solution set and per user for our endpoint data protection solution set. The Company recognizes software revenue through direct sales channels upon receipt of a purchase order or other persuasive evidence and when all other basic revenue recognition criteria are met as described below. The Company recognizes software revenue through all indirect sales channels on a sell-through model. A sell-through model requires that the Company recognize revenue when the basic revenue recognition criteria are met as described below and these channels complete the sale of the Company’s software products to the end-user. Revenue from software licenses sold through an original equipment manufacturer partner is recognized upon the receipt of a royalty report or purchase order from that original equipment manufacturer partner. Services revenue includes revenue from customer support and other professional services. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year. To determine the price for the customer support element when sold separately, the Company primarily uses historical renewal rates. Historical renewal rates are supported by performing an analysis in which the Company segregates its customer support renewal contracts into different classes based on specific criteria including, but not limited to, the dollar amount of the software purchased, the level of customer support being provided and the distribution channel. As a result of this analysis, the Company has concluded that it has established VSOE for the different classes of customer support when the support is sold as part of a multiple-element sales arrangement. The Company’s determination of fair value for customer support has not changed for the periods presented. The Company’s other professional services include consulting services, implementation and post-deployment services and education services. Other professional services provided by the Company are not mandatory and can also be performed by the customer or a third-party. In addition to a signed purchase order, the Company’s consulting services and implementation and post-deployment services are, in some cases, evidenced by a Statement of Work, which defines the specific scope of such services to be performed when sold and performed on a stand-alone basis or included in multiple-element sales arrangements. Revenues from consulting services and implementation and post-deployment services are based upon a daily or weekly rate and are recognized when the services are completed. Education services include courses taught by the Company’s instructors or third-party contractors either at one of the Company’s facilities or at the customer’s site. Education services fees are recognized as revenue after the course has been provided. Based on the Company’s analysis of such other professional services transactions sold on a stand-alone basis, the Company has concluded it has established VSOE for such other professional services when sold in connection with a multiple-element sales arrangement. The Company generally performs its other professional services within 90 days of entering into an agreement. The Company’s determination of fair value for other professional services has not changed for the periods presented. The Company has analyzed all of the undelivered elements included in its multiple-element sales arrangements and determined that VSOE of fair value exists to allocate revenues to services. Accordingly, assuming all basic revenue recognition criteria are met, software revenue is recognized upon delivery of the software license using the residual method. The Company considers the four basic revenue recognition criteria for each of the elements as follows:
The Company’s sales arrangements generally do not include acceptance clauses. However, if an arrangement does include an acceptance clause, revenue for such an arrangement is deferred and recognized upon acceptance. Acceptance occurs upon the earliest of receipt of a written customer acceptance, waiver of customer acceptance or expiration of the acceptance period. Deferred Revenue Deferred revenues represent amounts collected from, or invoiced to, customers in excess of revenues recognized. This results primarily from the billing of annual customer support agreements, and billings for other professional services fees that have not yet been performed by the Company and receipt of license fees that are deferred due to one or more of the revenue recognition criteria not being met. The value of deferred revenues will increase or decrease based on the timing of invoices and recognition of revenue. The Company expenses internal direct and incremental costs related to contract acquisition and origination as incurred. Deferred revenue consists of the following:
Concentration of Credit Risk The Company grants credit to customers in a wide variety of industries worldwide and generally does not require collateral. Credit losses relating to these customers have been minimal. Sales through the Company’s distribution agreement with Arrow Enterprise Computing Solutions, Inc. (“Arrow”) totaled 37% and 38% of total revenues for the nine months ended December 31, 2016 and 2015, respectively. Arrow accounted for approximately 44% of total accounts receivable as of December 31, 2016 and 43% of total accounts receivable as of March 31, 2016. Sales through the Company’s distribution agreement with Avnet Technology Solutions ("Avnet") totaled 10% of total revenues for the nine months ended December 31, 2016. Avnet accounted for approximately 11% of total accounts receivable as of December 31, 2016. Fair Value of Financial Instruments The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these instruments. The Company’s cash equivalents balance consists primarily of money market funds. The Company’s short-term investments balance consists of U.S. Treasury Bills with maturities of one year or less. The Company accounts for its short-term investments as held to maturity. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for such asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table summarizes the composition of the Company’s financial assets measured at fair value at December 31, 2016 and March 31, 2016:
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Property and Equipment |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment | Property and Equipment Property and equipment consist of the following:
The Company recorded depreciation and amortization expense of $7,384 and $8,320 for the nine months ended December 31, 2016 and 2015, respectively. |
Net Income (Loss) per Common Share |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, vesting of restricted stock units and shares to be purchased under the Employee Stock Purchase Plan. The dilutive effect of such potential common shares is reflected in diluted earnings per share by application of the treasury stock method. The following table sets forth the computation of basic and diluted net income (loss) per common share:
The diluted weighted average shares outstanding exclude outstanding stock options, restricted stock units, performance stock options, performance restricted stock units and shares to be purchased under the employee stock purchase plan totaling approximately 8,249 and 4,273 for the three months ended December 31, 2016 and 2015 and 8,346 and 8,202 for the nine months ended December 31, 2016 and 2015, respectively, because the effect would have been anti-dilutive. |
Commitments and Contingencies |
9 Months Ended |
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Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. As of December 31, 2016, the Company is not aware of any asserted or unasserted claims, negotiations and legal actions for which a loss is considered reasonably possible of occurring and would require disclosure under the guidance. On September 10, 2014, a purported class action complaint was filed in the United States District Court for the District of New Jersey against the Company, its Chief Executive Officer and its Chief Financial Officer. The case is captioned In re Commvault Systems, Inc. Securities Litigation (Master File No. 3:14-cv-05628-MAS-LHG). The suit alleges that the Company made materially false and misleading statements, or failed to disclose material facts, regarding the Company's financial results, business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The suit asserts claims covering an alleged class period from May 7, 2013 through April 24, 2014. It is purportedly brought on behalf of purchasers of the Company's common stock during that period, and seeks compensatory damages, costs and expenses, as well as equitable or other relief. Lead plaintiff, the Arkansas Teachers Retirement System, was appointed on January 12, 2015, and on March 18, 2015, an amended complaint was filed by the plaintiffs. On December 17, 2015, the defendant's motion to dismiss the case was granted and the case dismissed; however, the plaintiffs were permitted to re-file their claim, which they did on February 5, 2016. Defendants filed another motion to dismiss on April 5, 2016, which was denied by the court on September 30, 2016. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of this matter. The Company is unable at this time to determine whether the outcome of the litigation will have a material impact on its results of operations, financial condition or cash flows. As of December 31, 2016, the Company has not recorded an accrual for this matter as it has concluded the probability of a loss is remote. |
Revolving Credit Facility |
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Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility On June 30, 2014, the Company entered into a five-year $250,000 revolving credit facility (the “Credit Facility”). The Credit Facility is available for share repurchases, general corporate purposes, and letters of credit. The Credit Facility contains financial maintenance covenants including a leverage ratio and interest coverage ratio. The Credit Facility also contains certain customary events of default which would permit the lenders to, among other things, declare all loans then outstanding to be immediately due and payable if such default is not cured within applicable grace periods. The Credit Facility also limits the Company's ability to incur certain additional indebtedness, create or permit liens on assets, make acquisitions, make investments, loans or advances, sell or transfer assets, pay dividends or distributions, and engage in certain transactions with foreign affiliates. Outstanding borrowings under the Credit Facility accrue interest at an annual rate equal to London Interbank Offered Rate plus 1.50% subject to increases based on the Company's actual leverage. The unused balance on the Credit Facility is also subject to a 0.25% annual interest charge subject to increases based on the Company's actual leverage. As of December 31, 2016, there were no borrowings under the Credit Facility and the Company was in compliance with all covenants. The Company has deferred the expense related to debt issuance costs, which are classified as Other Assets, and will amortize the costs into interest expense over the term of the Credit Facility. Unamortized amounts at December 31, 2016 were $631. The amortization of debt issuance costs was $63 and $189 in the three and nine months ended December 31, 2016. |
Capitalization |
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Dec. 31, 2016 | |
Equity [Abstract] | |
Capitalization | Capitalization During the three and nine months ended December 31, 2016, the company repurchased $24,997 of common stock (477 shares). As of December 31, 2016, $68,105 remained in the stock repurchase authorization that expires on March 31, 2017. Subsequent Event On January 18, 2017, the Board of Directors extended the expiration date of the share repurchase program to March 31, 2018 and authorized an increase to the existing share repurchase program so that $150,000 is now available. |
Stock Plans |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Plans | Stock Plans On August 16, 2016, the Company’s Omnibus Incentive Plan (the “2016 Incentive Plan”) was approved by its shareholders. The 2016 Incentive Plan authorizes a broad range of awards including stock options, stock appreciation rights, full value awards (including restricted stock, restricted stock units, performance shares or units and other stock-based awards) and cash-based awards. The maximum number of shares of common stock that may be delivered under the 2016 Incentive Plan is equal to 2,800 shares. The following table presents the stock-based compensation expense included in Cost of services revenue, Sales and marketing, Research and development and General and administrative expenses for the three and nine months ended December 31, 2016 and 2015. Stock-based compensation is attributable to stock options, restricted stock units, performance based awards and the employee stock purchase plan.
As of December 31, 2016, there was approximately $109,462 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock option and restricted stock unit awards that is expected to be recognized over a weighted average period of 1.72 years. To the extent the actual forfeiture rate is different from what the Company has estimated, stock-based compensation related to these awards will be different from the Company’s current estimate. Stock Options Stock Option activity for the nine months ended December 31, 2016 is as follows:
The weighted average fair value of stock options granted was $14.46 and $15.20 per option during the three and nine months ended December 31, 2015. The total intrinsic value of options exercised was $2,101 and $6,540 for the three and nine months ended December 31, 2016 and $1,794 and $21,768 for the three and nine months ended December 31, 2015. The Company’s policy is to issue new shares upon exercise of options as the Company does not hold shares in treasury. Restricted Stock Units Restricted stock unit activity for the nine months ended December 31, 2016 is as follows:
The weighted average fair value of restricted stock units awarded was $53.16 and $50.55 per unit during the three and nine months ended December 31, 2016, and $36.69 and $37.31 per unit during the three and nine months ended December 31, 2015, respectively. Performance Based Awards In the nine months ended December 31, 2016, the Company granted 115 performance restricted stock units ("PSU") to certain executives. Vesting of these awards is contingent upon i) the Company meeting certain company-wide revenue and non-GAAP performance goals (performance-based) in fiscal 2017 and ii) the Company's customary service periods. The awards vest in three annual tranches and have a maximum potential to vest at 200% (230 shares) based on actual fiscal 2017 performance. The related stock-based compensation expense is determined based on the value of the underlying shares on the date of grant and is recognized over the vesting term using the accelerated method. During the interim financial periods, management estimates the probable number of PSU’s that would vest until the ultimate achievement of the performance goals is known. The awards are included in the restricted stock unit table. Awards with a Market Condition In the nine months ended December 31, 2016, the Company granted 123 market performance stock units to certain executives. The vesting of these awards is contingent upon the Company meeting certain total shareholder return ("TSR") levels as compared to a market index over the next three years. The awards vest in three annual tranches and have a maximum potential to vest at 200% (246 shares) based on TSR performance. The related stock-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized using the accelerated method over the vesting term. The estimated fair value was calculated using a Monte Carlo simulation model. The weighted average fair value of the awards granted during the nine months ended December 31, 2016 was $57.28. The awards are included in the restricted stock unit table. Employee Stock Purchase Plan The Employee Stock Purchase Plan (the “Purchase Plan”) is a shareholder approved plan under which substantially all employees may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the six-month offering periods. An employee’s payroll deductions under the Purchase Plan are limited to 10% of the employee’s salary and employees may not purchase more than $25 of stock during any calendar year. As of December 31, 2016, 2,503 shares were reserved for future issuance under the Purchase Plan. The Purchase Plan is considered compensatory and the fair value of the discount and look back provision are estimated using the Black-Scholes formula and recognized over the six month withholding period prior to purchase. The total expense associated with the Purchase Plan was $632 and $1,966 for the three and nine months ended December 31, 2016 and $588 and $1,784 for the three and nine months ended December 31, 2015. |
Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes Income tax expense was $1,063 and $160 in the three and nine months ended December 31, 2016. The income tax expense in the nine month period ended December 31, 2016 is primarily the result of unfavorable impact of permanent book to tax differences and $616 of income tax expense related to a change in the estimated state tax rate applied to the state deferred tax assets and the state income tax payable, partially offset by the favorable impact of research tax credits. Income tax benefit was $1,396 and $1,747 in the three and nine months ended December 31, 2015, respectively. The effective rate of the income tax benefit in the nine month period is lower than the federal statutory rate due to the impact of unfavorable permanent differences, partially offset by the permanently extended research credit. Unrecognized Tax Benefits The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in each of its tax jurisdictions. The number of years with open tax audits varies depending on the tax jurisdiction. A number of years may lapse before a particular matter is audited and finally resolved. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
All of the Company’s unrecognized tax benefits would favorably impact the effective tax rate if they were recognized. Components of the reserve are classified as either current or long-term in the Consolidated Balance Sheet based on when the Company expects each of the items to be settled. Unrecognized tax benefits and the related accrued interest and penalties totaling $1,875 are recorded as Other Liabilities on the Consolidated Balance Sheet, of which $233 represents interest and penalties. The Company also has unrecognized tax benefits and related accrued interest and penalties totaling $508 as a reduction of Deferred Tax Assets on the Consolidated Balance Sheet, of which $106 represents interest and penalties. Other Tax Items The Company conducts business globally and as a result, files income tax returns in the United States and in various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Australia, Canada, Germany, Netherlands and United Kingdom. The years subject to income tax examination in the Company’s foreign jurisdictions cover the maximum time period with respect to these jurisdictions. Due to net operating loss ("NOL") carryforwards, in some cases the tax years continue to remain subject to examination with respect to such NOLs. |
Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||
Basis of Presentation | The consolidated financial statements as of December 31, 2016 and for the three and nine months ended December 31, 2016 and 2015 are unaudited, and in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10-K for fiscal 2016. The results reported in these financial statements should not necessarily be taken as indicative of results that may be expected for the entire fiscal year. |
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Use of Estimates | The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments and estimates that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of revenues and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, allowance for doubtful accounts, income taxes and related reserves, stock-based compensation and accounting for research and development costs. Actual results could differ from those estimates. |
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Recently Issued Accounting Standards | Revenue Recognition In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" This standard replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. The standard also includes guidance regarding the accounting for contract acquisition costs, which include sales commissions. The new standard will be effective for the Company beginning April 1, 2018, and early adoption as of April 1, 2017 is permitted. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is considering the early adoption of the standard on April 1, 2017 using the full retrospective method to restate each prior reporting period presented. While the Company continues to assess all potential impacts of this new standard, it currently believes the most significant impacts relate to the accounting for commissions costs and the timing of revenue recognition of subscription, or term-based, software license arrangements. Specifically, under the new standard:
The adoption of the standard will require the implementation of new accounting processes, which will change the Company's internal controls over revenue recognition, contract acquisition costs and financial reporting. The Company is designing and implementing these controls in anticipation of potentially early adopting the new standard on April 1, 2017. Stock-based Compensation In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company is required to adopt the new guidance in fiscal 2018 with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2016-09 will have on the financial statements. Leases In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, a lessee will recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for the Company's fiscal 2020, with early adoption permitted. A company will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on the financial statements. There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
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Revenue Recognition | The Company derives revenues from two primary sources: software licenses and services. Services include customer support, consulting, assessment and design services, installation services and training. A typical sales arrangement includes both licenses and services. For sales arrangements involving multiple elements, the Company recognizes revenue using the residual method. Under the residual method, the Company allocates and defers revenue for the undelivered elements based on fair value and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. The determination of fair value of the undelivered elements in multiple-element arrangements is based on the price charged when such elements are sold separately, which is commonly referred to as vendor-specific objective-evidence, or VSOE. The Company’s software licenses typically provide for a perpetual right to use the Company’s software and are sold on a per-terabyte basis, on a per-copy basis, as site licenses or as a solution set. Software licenses sold on a capacity basis provide the customer with unlimited licenses of specified software products based on a defined level of terabytes of data under management. Site licenses give the customer the additional right to deploy the software on a limited basis during a specified term. Solution sets are generally sold on a per unit basis such as per virtual machine for our virtual machine backup, recovery and cloud management solution set; per mailbox for our email archive solution set and per user for our endpoint data protection solution set. The Company recognizes software revenue through direct sales channels upon receipt of a purchase order or other persuasive evidence and when all other basic revenue recognition criteria are met as described below. The Company recognizes software revenue through all indirect sales channels on a sell-through model. A sell-through model requires that the Company recognize revenue when the basic revenue recognition criteria are met as described below and these channels complete the sale of the Company’s software products to the end-user. Revenue from software licenses sold through an original equipment manufacturer partner is recognized upon the receipt of a royalty report or purchase order from that original equipment manufacturer partner. Services revenue includes revenue from customer support and other professional services. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year. To determine the price for the customer support element when sold separately, the Company primarily uses historical renewal rates. Historical renewal rates are supported by performing an analysis in which the Company segregates its customer support renewal contracts into different classes based on specific criteria including, but not limited to, the dollar amount of the software purchased, the level of customer support being provided and the distribution channel. As a result of this analysis, the Company has concluded that it has established VSOE for the different classes of customer support when the support is sold as part of a multiple-element sales arrangement. The Company’s determination of fair value for customer support has not changed for the periods presented. The Company’s other professional services include consulting services, implementation and post-deployment services and education services. Other professional services provided by the Company are not mandatory and can also be performed by the customer or a third-party. In addition to a signed purchase order, the Company’s consulting services and implementation and post-deployment services are, in some cases, evidenced by a Statement of Work, which defines the specific scope of such services to be performed when sold and performed on a stand-alone basis or included in multiple-element sales arrangements. Revenues from consulting services and implementation and post-deployment services are based upon a daily or weekly rate and are recognized when the services are completed. Education services include courses taught by the Company’s instructors or third-party contractors either at one of the Company’s facilities or at the customer’s site. Education services fees are recognized as revenue after the course has been provided. Based on the Company’s analysis of such other professional services transactions sold on a stand-alone basis, the Company has concluded it has established VSOE for such other professional services when sold in connection with a multiple-element sales arrangement. The Company generally performs its other professional services within 90 days of entering into an agreement. The Company’s determination of fair value for other professional services has not changed for the periods presented. The Company has analyzed all of the undelivered elements included in its multiple-element sales arrangements and determined that VSOE of fair value exists to allocate revenues to services. Accordingly, assuming all basic revenue recognition criteria are met, software revenue is recognized upon delivery of the software license using the residual method. The Company considers the four basic revenue recognition criteria for each of the elements as follows:
The Company’s sales arrangements generally do not include acceptance clauses. However, if an arrangement does include an acceptance clause, revenue for such an arrangement is deferred and recognized upon acceptance. Acceptance occurs upon the earliest of receipt of a written customer acceptance, waiver of customer acceptance or expiration of the acceptance period. |
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Deferred Revenue | Deferred revenues represent amounts collected from, or invoiced to, customers in excess of revenues recognized. This results primarily from the billing of annual customer support agreements, and billings for other professional services fees that have not yet been performed by the Company and receipt of license fees that are deferred due to one or more of the revenue recognition criteria not being met. The value of deferred revenues will increase or decrease based on the timing of invoices and recognition of revenue. The Company expenses internal direct and incremental costs related to contract acquisition and origination as incurred. |
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Concentration of Credit Risk | The Company grants credit to customers in a wide variety of industries worldwide and generally does not require collateral. Credit losses relating to these customers have been minimal. |
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Fair Value of Financial Instruments | The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these instruments. The Company’s cash equivalents balance consists primarily of money market funds. The Company’s short-term investments balance consists of U.S. Treasury Bills with maturities of one year or less. The Company accounts for its short-term investments as held to maturity. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for such asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Revenue | Deferred revenue consists of the following:
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Financial Assets Measured at Fair Value | The following table summarizes the composition of the Company’s financial assets measured at fair value at December 31, 2016 and March 31, 2016:
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Property and Equipment (Tables) |
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Property and Equipment | Property and equipment consist of the following:
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Net Income (Loss) per Common Share (Tables) |
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Computation of Basic and Diluted Net Income (Loss) per Common Share | The following table sets forth the computation of basic and diluted net income (loss) per common share:
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Stock Plans (Tables) |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Expense | The following table presents the stock-based compensation expense included in Cost of services revenue, Sales and marketing, Research and development and General and administrative expenses for the three and nine months ended December 31, 2016 and 2015. Stock-based compensation is attributable to stock options, restricted stock units, performance based awards and the employee stock purchase plan.
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Schedule of Stock Option Activity | Stock Option activity for the nine months ended December 31, 2016 is as follows:
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Schedule of Restricted Stock Unit Activity | Restricted stock unit activity for the nine months ended December 31, 2016 is as follows:
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Income Taxes (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Reconciliation of Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
|
Summary of Significant Accounting Policies - Revenue Recognition (Detail) |
9 Months Ended |
---|---|
Dec. 31, 2016
revenue_source
| |
Accounting Policies [Abstract] | |
Sources of primary revenue | 2 |
Customer support agreement term | 1 year |
Number of days for other professional services | 90 days |
Summary of Significant Accounting Policies - Deferred Revenue (Detail) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Mar. 31, 2016 |
---|---|---|
Current: | ||
Deferred revenue, current | $ 191,052 | $ 194,977 |
Non-current: | ||
Deferred revenue, non-current | 63,763 | 49,889 |
Total Deferred Revenue | 254,815 | 244,866 |
Deferred software revenue | ||
Current: | ||
Deferred revenue, current | 3,250 | 1,578 |
Deferred services revenue | ||
Current: | ||
Deferred revenue, current | 187,802 | 193,399 |
Non-current: | ||
Deferred revenue, non-current | $ 63,763 | $ 49,889 |
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk |
9 Months Ended | 12 Months Ended | |
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Mar. 31, 2016 |
|
Arrow | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 37.00% | 38.00% | |
Arrow | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 44.00% | 43.00% | |
Avnet | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | ||
Avnet | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.00% |
Summary of Significant Accounting Policies - Summary of Fair Value of Financial Assets (Detail) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Mar. 31, 2016 |
---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 60,555 | $ 95,735 |
Short-term investments | 121,007 | 99,215 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 60,555 | 95,735 |
Short-term investments | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 121,007 | 99,215 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | $ 0 | $ 0 |
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 7,384 | $ 8,320 |
Net Income (Loss) per Common Share - Additional Information (Detail) - shares shares in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation (in shares) | 8,249 | 4,273 | 8,346 | 8,202 |
Revolving Credit Facility (Details) - Revolving credit facility - USD ($) |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Jun. 30, 2014 |
Dec. 31, 2016 |
Dec. 31, 2016 |
|
Line of Credit Facility [Line Items] | |||
Debt term | 5 years | ||
Borrowing capacity | $ 250,000,000 | ||
Unused capacity, commitment fee percentage | 0.25% | ||
Borrowings under the Credit Facility | $ 0 | $ 0 | |
Unamortized debt issuance costs | 631,000 | 631,000 | |
Amortization of debt issuance costs | $ 63,000 | $ 189,000 | |
LIBOR rate | |||
Line of Credit Facility [Line Items] | |||
Variable rate | 1.50% |
Capitalization (Detail) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2016 |
Jan. 18, 2017 |
|
Class of Stock [Line Items] | |||
Repurchase of common stock | $ 24,997 | ||
Common stock repurchase program | |||
Class of Stock [Line Items] | |||
Repurchase of common stock | $ 24,997 | $ 24,997 | |
Repurchase of common stock (in shares) | 477 | 477 | |
Remaining value of common stock to be repurchased under share repurchase program | $ 68,105 | $ 68,105 | |
Subsequent event | Common stock repurchase program | |||
Class of Stock [Line Items] | |||
Remaining value of common stock to be repurchased under share repurchase program | $ 150,000 |
Stock Plans - Additional Information (Detail) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Aug. 16, 2016 |
|
Stock options and restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense, net of estimated forfeitures | $ 109,462 | |
Weighted average period awards are expected to be recognized | 1 year 8 months 19 days | |
2016 Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum number of shares of common stock that may be delivered under plan (in shares) | 2,800,000 |
Stock Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted average fair value of stock options granted per share (in dollars per share) | $ 14.46 | $ 15.20 | ||
Total intrinsic value of options exercised | $ 2,101 | $ 1,794 | $ 6,540 | $ 21,768 |
Stock Plans - Restricted Stock Unit Activity (Detail) - Restricted stock units - $ / shares shares in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Number of Awards | ||||
Non-vested (in shares) as of March 31, 2016 | 2,212 | |||
Awarded (in shares) | 1,277 | |||
Vested (in shares) | (822) | |||
Forfeited (in shares) | (124) | |||
Non-vested (in shares) as of December 31, 2016 | 2,543 | 2,543 | ||
Weighted Average Grant Date Fair Value | ||||
Non-vested (in dollars per share) as of March 31, 2016 | $ 43.43 | |||
Awarded (in dollars per share) | $ 53.16 | $ 36.69 | 50.55 | $ 37.31 |
Vested (in dollars per share) | 50.85 | |||
Forfeited (in dollars per share) | 43.26 | |||
Non-vested (in dollars per share) as of December 31, 2016 | $ 45.62 | $ 45.62 |
Stock Plans - Restricted Stock Units (Details) - $ / shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value, units awarded (in dollars per share) | $ 53.16 | $ 36.69 | $ 50.55 | $ 37.31 |
Stock Plans - Performance-based and Market-based Awards (Details) shares in Thousands |
9 Months Ended |
---|---|
Dec. 31, 2016
tranche
$ / shares
shares
| |
Performance stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awarded (in shares) | 115 |
Number of annual tranches | tranche | 3 |
Maximum potential to vest (as a percentage) | 200.00% |
Maximum potential to vest (in shares) | 230 |
Performance restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awarded (in shares) | 123 |
Number of annual tranches | tranche | 3 |
Maximum potential to vest (as a percentage) | 200.00% |
Maximum potential to vest (in shares) | 246 |
Service period | 3 years |
Weighted average fair value, units awarded (in dollars per share) | $ / shares | $ 57.28 |
Stock Plans - Employee Stock Purchase Plan (Details) - Purchase plan - USD ($) shares in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock purchase price (as a percentage) | 85.00% | |||
Offering period | 6 months | |||
Maximum employee subscription rate (as a percentage) | 10.00% | 10.00% | ||
Maximum annual purchases per employee | $ 25,000 | |||
Number of shares reserved for future issuance (in shares) | 2,503 | 2,503 | ||
Compensation expense | $ 632,000 | $ 588,000 | $ 1,966,000 | $ 1,784,000 |
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Mar. 31, 2016 |
|
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ 1,063 | $ (1,396) | $ 160 | $ (1,747) | |
Income tax reconciliation, change in enacted tax rate | 616 | ||||
Reconciliation Of Unrecognized Tax Benefits [Line Items] | |||||
Unrecognized tax benefits | 2,044 | 2,044 | $ 1,952 | ||
Other liabilities | |||||
Reconciliation Of Unrecognized Tax Benefits [Line Items] | |||||
Unrecognized tax benefits | 1,875 | 1,875 | |||
Unrecognized tax benefits accrued interest and penalties | 233 | 233 | |||
Deferred tax assets | |||||
Reconciliation Of Unrecognized Tax Benefits [Line Items] | |||||
Unrecognized tax benefits | 508 | 508 | |||
Unrecognized tax benefits accrued interest and penalties | $ 106 | $ 106 |
Income Taxes - Reconciliation of Amounts of Unrecognized Tax Benefits (Detail) $ in Thousands |
9 Months Ended |
---|---|
Dec. 31, 2016
USD ($)
| |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Balance as of March 31, 2016 | $ 1,952 |
Additions for tax positions related to fiscal 2017 | 92 |
Additions for tax positions related to prior years | 0 |
Settlements and effective settlements with tax authorities and remeasurements | 0 |
Reductions related to the expiration of statutes of limitations | 0 |
Foreign currency translation adjustment | 0 |
Balance as of December 31, 2016 | $ 2,044 |
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