0001169561-19-000017.txt : 20190430 0001169561-19-000017.hdr.sgml : 20190430 20190430074508 ACCESSION NUMBER: 0001169561-19-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190430 DATE AS OF CHANGE: 20190430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMVAULT SYSTEMS INC CENTRAL INDEX KEY: 0001169561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33026 FILM NUMBER: 19778490 BUSINESS ADDRESS: STREET 1: 1 COMMVAULT WAY CITY: TINTON FALLS STATE: NJ ZIP: 07724 BUSINESS PHONE: 732-870-4000 MAIL ADDRESS: STREET 1: 1 COMMVAULT WAY CITY: TINTON FALLS STATE: NJ ZIP: 07724 8-K 1 q419-8k.htm 8-K Document


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


April 30, 2019
(Date of report; date of
earliest event reported)

Commission file number: 1-33026
 

COMMVAULT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

 

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)

(732) 870-4000
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 
 
 





Item 2.02 Results of Operations and Financial Condition

On April 30, 2019, Commvault Systems, Inc. issued a press release announcing its results for its fourth fiscal quarter and year ended March 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

This information is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into filings under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits:

99.1 Press Release dated April 30, 2019    

2




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMVAULT SYSTEMS, INC.



Dated:
April 30, 2019
/S/ BRIAN CAROLAN
 
 
Brian Carolan
Vice President and Chief Financial Officer


3

EX-99.1 2 q4fy2019pressrelease.htm EXHIBIT 99.1 Exhibit
commvaultlogorgbposa25.gif
Investor Relations Contact:                    
Jay Whalen, Commvault                                 
732-728-5380     
ir@commvault.com        

Media Relations Contact:                    
Miranda Foster, Commvault                                 
732-728-5378     
mfoster@commvault.com        
Commvault Announces Fiscal 2019 Fourth Quarter Financial Results

--Fiscal 2019 repeatable revenues grow 14% over prior year--
--Quarterly operating cash flow increased 57% over prior year to $36.6 million--
--$40.0 million returned to shareholders in Q4 through share repurchases, bringing fiscal 2019 total to $132.7 million--

Fourth Quarter and Fiscal 2019 Highlights Include:
 
 
Fourth Quarter
 
Fiscal 2019
GAAP Results:
 
 
 
 
Revenues
 
$181.4 million
 
$711.0 million
Income from Operations (EBIT)
 
$0.3 million
 
$4.9 million
EBIT Margin
 
0.1%
 
0.7%
Diluted Income (Loss) Per Share
 
($0.05)
 
$0.07
 
 
 
 
 
Non-GAAP Results:
 
 
 
 
Income from Operations (EBIT)
 
$30.9 million
 
$111.9 million
EBIT Margin
 
17.1%
 
15.7%
Diluted Earnings Per Share
 
$0.51
 
$1.80
 
TINTON FALLS, N.J. – April 30, 2019 Commvault [NASDAQ: CVLT] today announced its financial results for the fourth quarter and fiscal year ended March 31, 2019.

“Commvault has implemented extensive operational and organizational changes over the past twelve months, which have enabled us to reduce costs, increase repeatable revenues, and deliver significant year-over-year earnings growth.  However, we have more work to do to ensure that Commvault reaches its full potential,” said Sanjay Mirchandani, Commvault’s President and CEO. “Since joining Commvault a few months ago, I’ve consistently heard from customers and partners that Commvault has the best technology to protect, manage and use data. Our record of innovation has, and will, continue to be core to our success.  To better capture the market opportunity that our innovation creates, we are focused on simplifying our business and improving execution.  Actions are underway in each of these areas, and our employees are energized about where Commvault is heading.  I am confident we have the foundation necessary to drive increased levels of profitable growth and value creation.”




Total revenues for the fourth quarter of fiscal 2019 were $181.4 million, a decrease of 2% year-over-year and sequentially. Software and products revenue in the fourth quarter of fiscal 2019 was $80.8 million, a decrease of 3% year-over-year and 4% sequentially. Services revenue in the fourth quarter of fiscal 2019 was $100.6 million, a decrease of 1% year-over-year and an increase of 1% sequentially.

For the full fiscal year, total revenues were $711.0 million, an increase of 2% from fiscal 2018. Software and products revenue for the full fiscal year was $309.9 million, a decrease of 1% from fiscal 2018. Services revenue for the full fiscal year was $401.1 million, an increase of 3% from fiscal 2018.

On a GAAP basis, income from operations (EBIT) decreased to $0.3 million for the fourth quarter compared to $4.6 million in the same period of the prior year. Fourth quarter GAAP results include approximately $13.4 million of noncash expense for stock-based compensation modifications related to the transition of senior management. Non-GAAP income from operations (EBIT) increased to $30.9 million in the fourth quarter of fiscal 2019 compared to $22.5 million in the fourth quarter of the prior year, an increase of 37%.

On a GAAP basis, income from operations (EBIT) for the full fiscal year was $4.9 million. Non-GAAP income from operations (EBIT) increased 47% to $111.9 million in fiscal 2019 compared to $76.0 million in fiscal 2018.

For the fourth quarter of fiscal 2019, Commvault reported net loss of $2.2 million. Non-GAAP net income for the quarter increased to $23.9 million, or $0.51 per diluted share, from $14.5 million, or $0.31 per diluted share, in the same period of the prior year.

For the full fiscal year, Commvault reported net income of $3.6 million. Non-GAAP net income for the full fiscal year increased to $85.7 million, or $1.80 per diluted share, from $48.7 million, or $1.03 per diluted share, in fiscal 2018.

Operating cash flow totaled $36.6 million for the fourth quarter of fiscal 2019 compared to $23.3 million in the fourth quarter of fiscal 2018. For the full fiscal year, operating cash flow was $110.2 million, compared to $84.2 million for fiscal 2018. Total cash and short-term investments were $458.3 million as of March 31, 2019 compared to $462.4 million as of March 31, 2018.

During the fiscal fourth quarter, Commvault repurchased $40.0 million of common stock (611 thousand shares), bringing the fiscal 2019 total repurchases to $132.7 million (2.1 million shares). On April 18, 2019, Commvault's Board of Directors increased the current share repurchase authorization that expires March 31, 2020, so that $200 million was available.

A reconciliation of GAAP to non-GAAP results has been provided in Financial Statement Table IV included in this press release. An explanation of these measures is also included below under the heading “Use of Non-GAAP Financial Measures.”





Use of Non-GAAP Financial Measures
Commvault has provided in this press release the following non-GAAP financial measures: non-GAAP income from operations, non-GAAP income from operations margin, non-GAAP net income and non-GAAP diluted earnings per share. This selected financial information has not been prepared in accordance with GAAP. Commvault uses these non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. In addition, Commvault believes these non-GAAP operating measures are useful to investors, when used as a supplement to GAAP financial measures, in evaluating Commvault’s ongoing operational performance. Commvault believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing its financial results with other companies in Commvault’s industry, many of which present similar non-GAAP financial measures to the investment community. Commvault has also provided software, services and total revenues on a constant currency basis. Commvault analyzes revenue growth on a constant currency basis in order to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations. Finally, Commvault has provided free cash flow, which Commvault uses to measure the amount of cash flow the business is generating after capital expenditures.

All of these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for or superior to, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which are provided in Table IV included in this press release.

Non-GAAP income from operations and non-GAAP income from operations margin. These non-GAAP financial measures exclude noncash stock-based compensation charges and additional FICA and related payroll tax expense incurred by Commvault when employees exercise in the money stock options or vest in restricted stock awards. In fiscal 2019, Commvault also excluded restructuring, costs related to a non-routine shareholder matter and costs associated with a non-routine legal settlement from its non-GAAP results. These expenses are further discussed in Table IV. Commvault believes that these non-GAAP financial measures are useful metrics for management and investors because they compare Commvault’s core operating results over multiple periods. When evaluating the performance of Commvault’s operating results and developing short- and long-term plans, Commvault does not consider such expenses. Although noncash stock-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, Commvault places its primary emphasis on stockholder dilution as compared to the accounting charges related to such equity compensation plans. In addition, because of the varying available valuation methodologies, subjective assumptions such as volatility (which are outside of Commvault’s control), and the variety of awards that companies can issue, Commvault believes that providing non-GAAP financial measures that exclude noncash stock-based compensation expense and the additional FICA and related payroll tax expenses incurred on stock option exercises and vesting of restricted stock awards allow investors to make meaningful comparisons between Commvault’s operating results and those of other companies.




There are a number of limitations related to the use of non-GAAP income from operations and non-GAAP income from operations margin. The most significant limitation is that these non-GAAP financial measures exclude certain operating costs, primarily related to noncash stock-based compensation, which is of a recurring nature. Noncash stock-based compensation has been, and will continue to be for the foreseeable future, a significant recurring expense in Commvault’s operating results. In addition, noncash stock-based compensation is an important part of Commvault’s employees’ compensation and can have a significant impact on their performance. Lastly, the components Commvault excludes in its non-GAAP financial measures may differ from the components that its peer companies exclude when they report their non-GAAP financial measures.

Commvault’s management generally compensates for limitations described above related to the use of non-GAAP financial measures by providing investors with a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Further, Commvault management uses non-GAAP financial measures only in addition to, and in conjunction with, results presented in accordance with GAAP.

Non-GAAP net income and non-GAAP diluted EPS. Non-GAAP net income excludes noncash stock-based compensation, and the additional FICA and related payroll tax expenses incurred by Commvault when employees exercise in the money stock options or vest in restricted stock awards. In fiscal 2019 Commvault also excluded restructuring, costs related to a non-routine shareholder matter and costs associated with a non-routine legal settlement from its non-GAAP results. These expenses are further discussed in Table IV. In addition, non-GAAP net income and non-GAAP diluted EPS incorporate a non-GAAP effective tax rate of 27% in fiscal 2019 and 37% in fiscal 2018.

Commvault anticipates that in any given period its non-GAAP tax rate may be either higher or lower than the GAAP tax rate as evidenced by historical fluctuations. The GAAP tax rates in recent fiscal years were not meaningful percentages due to the dollar amount of GAAP pre-tax income. For the same reason as the GAAP tax rates, the estimated cash tax rates in recent fiscal years are not meaningful percentages. Estimated cash taxes for fiscal 2019 were approximately $9 million. Commvault defines its cash tax rate as the total amount of cash income taxes payable for the fiscal year divided by consolidated GAAP pre-tax income. Over time, Commvault believes its GAAP and cash tax rates will align. Commvault measured itself to non-GAAP tax rates of 27% in fiscal 2019 and 37% in fiscal 2018. The reduction in the rate is the result of U.S. corporate tax reform. Commvault anticipates it will continue using a 27% non-GAAP tax rate in fiscal 2020.
 
Commvault considers non-GAAP net income and non-GAAP diluted EPS useful metrics for Commvault management and its investors for the same reasons that Commvault uses non-GAAP income from operations and non-GAAP income from operations margin. In addition, the same limitations as well as management actions to compensate for such limitations described above also apply to Commvault’s use of non-GAAP net income and non-GAAP EPS.




Conference Call Information
Commvault will host a conference call today, April 30, 2019, at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time) to discuss its financial results. To access this call, dial (844)-742-4247 (domestic) or (661)-378-9470 (international). Investors can also access the audio version of the conference call by visiting www.commvault.com. An archived webcast of this conference call will also be available following the call.

About Commvault

Commvault is the recognized leader in data backup and recovery. Commvault’s converged data management solution redefines what backup means for the progressive enterprise through solutions that protect, manage and use their most critical asset — their data. Commvault software, solutions and services are available from the company and through a global ecosystem of trusted partners. Commvault employs more than 2,500 highly-skilled individuals across markets worldwide, is publicly traded on NASDAQ (CVLT), and is headquartered in Tinton Falls, New Jersey in the United States. To learn more about Commvault visit www.commvault.com


Safe Harbor Statement

This press release may contain forward-looking statements, including statements regarding financial projections, which are subject to risks and uncertainties, such as competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of software products and related services, general economic conditions, outcome of litigation and others. For a discussion of these and other risks and uncertainties affecting Commvault's business, see "Item IA. Risk Factors" in our annual report in Form 10-K and "Item 1A. Risk Factors" in our most recent quarter report in Form 10-Q. Statements regarding Commvault’s beliefs, plans, expectations or intentions regarding the future are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from anticipated results. Commvault does not undertake to update its forward-looking statements. The development and timing of any product release as well as any of its features or functionality remain at our sole discretion.


©1999-2019 Commvault Systems, Inc. All rights reserved. Commvault, Commvault and logo, the "C hexagon” logo, Commvault Systems, Solving Forward, SIM, Singular Information Management, Commvault HyperScale, ScaleProtect, Commvault OnePass, Commvault Galaxy, Unified Data Management, QiNetix, Quick Recovery, QR, CommNet, GridStor, Vault Tracker, InnerVault, Quick Snap, QSnap, IntelliSnap, Recovery Director, CommServe, CommCell, ROMS, APSS, Commvault Edge, Commvault GO, Commvault Advantage, Commvault Complete, Commvault Activate, Commvault Orchestrate, and CommValue are trademarks or registered trademarks of Commvault Systems, Inc. All other third party brands, products, service names, trademarks, or registered service marks are the property of and used to identify the products or services of their respective owners. All specifications are subject to change without notice.







Table I

Commvault Systems, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
Software and products
$
80,830

 
$
83,521

 
$
309,899

 
$
311,745

Services
100,597

 
101,394

 
401,058

 
387,648

Total revenues
181,427

 
184,915

 
710,957

 
699,393

Cost of revenues:
 
 
 
 
 
 
 
Software and products
10,429

 
4,098

 
25,691

 
7,223

Services
23,245

 
24,169

 
91,315

 
90,929

Total cost of revenues
33,674

 
28,267

 
117,006

 
98,152

Gross margin
147,753

 
156,648

 
593,951

 
601,241

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
88,586

 
105,117

 
370,088

 
410,727

Research and development
20,430

 
23,843

 
92,647

 
91,030

General and administrative
34,411

 
20,587

 
100,946

 
90,709

Restructuring
1,423

 

 
14,765

 

Depreciation and amortization
2,636

 
2,509

 
10,597

 
9,721

Total operating expenses
147,486

 
152,056

 
589,043

 
602,187

Income (loss) from operations
267

 
4,592

 
4,908

 
(946
)
Interest income
1,759

 
668

 
5,519

 
2,228

Interest expense

 
(463
)
 

 
(1,161
)
Equity in loss of affiliate

 
(3,340
)
 

 
(3,621
)
Income (loss) before income taxes
2,026

 
1,457

 
10,427

 
(3,500
)
Income tax expense
4,189

 
3,118

 
6,866

 
58,400

Net income (loss)
$
(2,163
)
 
$
(1,661
)
 
$
3,561

 
$
(61,900
)
Net income (loss) per common share:
 
 
 
 
 
 
 
Basic
$
(0.05
)
 
$
(0.04
)
 
$
0.08

 
$
(1.37
)
Diluted
$
(0.05
)
 
$
(0.04
)
 
$
0.07

 
$
(1.37
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
45,901

 
44,945

 
45,827

 
45,242

Diluted
45,901

 
44,945

 
47,601

 
45,242
















Table II

Commvault Systems, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

 
 
March 31,
 
March 31,
 
 
2019
 
2018
ASSETS
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
327,992

 
$
330,784

Short-term investments
 
130,338

 
131,637

Trade accounts receivable, net
 
176,836

 
162,119

Prepaid expenses and other current assets
 
19,836

 
22,248

Total current assets
 
655,002

 
646,788

 
 
 
 
 
Property and equipment, net
 
122,716

 
128,612

Deferred commissions cost
 
33,619

 
33,092

Other assets
 
11,116

 
10,150

Total assets
 
$
822,453

 
$
818,642

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
 
 
 
 
Accounts payable
 
$
2,186

 
$
761

Accrued liabilities
 
85,721

 
82,299

Deferred revenue
 
238,439

 
241,113

Total current liabilities
 
326,346

 
324,173

 
 
 
 
 
Deferred revenue, less current portion
 
99,257

 
84,661

Deferred tax liabilities, net
 
2,594

 
2,430

Other liabilities
 
2,953

 
3,314

 
 
 
 
 
Total stockholders’ equity
 
391,303

 
404,064

Total liabilities and stockholders’ equity
 
$
822,453

 
$
818,642








Table III

Commvault Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
Three Months Ended
March 31,
 
Year Ended
March 31,
 
 
2019
 
2018
 
2019
 
2018
Cash flows from operating activities
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(2,163
)
 
$
(1,661
)
 
$
3,561

 
$
(61,900
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
2,948

 
3,339

 
12,060

 
11,785

Noncash stock-based compensation
 
28,901

 
16,991

 
80,487

 
74,129

Deferred income taxes
 
314

 
55

 
164

 
53,737

Equity in loss of affiliate
 

 
3,340

 

 
3,621

Amortization of deferred commissions cost
 
4,342

 
4,273

 
17,348

 
16,587

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Trade accounts receivable
 
(6,174
)
 
(20,491
)
 
(24,092
)
 
(25,082
)
Other current assets and Other assets
 
975

 
225

 
11,400

 
(6,876
)
Deferred commissions cost
 
(5,202
)
 
(5,722
)
 
(18,967
)
 
(17,984
)
Accounts payable
 
848

 
547

 
1,485

 
618

Accrued liabilities
 
(270
)
 
7,148

 
5,075

 
3,496

Deferred revenue
 
12,351

 
16,008

 
21,719

 
33,971

Other liabilities
 
(284
)
 
(711
)
 
(60
)
 
(1,933
)
Net cash provided by operating activities
 
36,586

 
23,341

 
110,180

 
84,169

Cash flows from investing activities
 
 
 
 
 
 
 
 
Purchase of short-term investments
 
(32,188
)
 
(32,243
)
 
(130,338
)
 
(142,424
)
Proceeds from maturity of short-term investments
 
32,394

 
31,599

 
131,637

 
131,480

Purchase of property and equipment
 
(1,456
)
 
(1,750
)
 
(6,560
)
 
(7,047
)
Net cash used in investing activities
 
(1,250
)
 
(2,394
)
 
(5,261
)
 
(17,991
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
Repurchase of common stock
 
(40,014
)
 
(20,909
)
 
(132,697
)
 
(112,218
)
Proceeds from stock-based compensation plans
 
9,155

 
12,401

 
41,984

 
30,114

Net cash used in financing activities
 
(30,859
)
 
(8,508
)
 
(90,713
)
 
(82,104
)
Effects of exchange rate — changes in cash
 
(3,883
)
 
3,851

 
(16,998
)
 
17,219

Net increase (decrease) in cash and cash equivalents
 
594

 
16,290

 
(2,792
)
 
1,293

Cash and cash equivalents at beginning of period
 
327,398

 
314,494

 
330,784

 
329,491

Cash and cash equivalents at end of period
 
$
327,992

 
$
330,784

 
$
327,992

 
$
330,784








    



Table IV
Commvault Systems, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
 
2019
 
2018
 
2019
 
2018
Non-GAAP financial measures and reconciliation:
 
 
 
 
 
 
 
 
GAAP income (loss) from operations
 
$
267

 
$
4,592

 
$
4,908

 
$
(946
)
Noncash stock-based compensation (1)
 
27,751

 
16,991

 
77,855

 
74,129

FICA and related payroll tax expense related to stock-based compensation (2)
 
650

 
931

 
3,034

 
2,818

Restructuring (3)
 
1,423

 

 
14,765

 

Non-routine shareholder matters (4)
 
853

 

 
9,966

 

Litigation settlement (5)
 

 

 
1,400

 

Non-GAAP income from operations
 
$
30,944

 
$
22,514

 
$
111,928

 
$
76,001

 
 
 
 
 
 
 
 
 
GAAP net income (loss)
 
$
(2,163
)
 
$
(1,661
)
 
$
3,561

 
$
(61,900
)
Noncash stock-based compensation (1)
 
27,751

 
16,991

 
77,855

 
74,129

FICA and related payroll tax expense related to stock-based compensation (2)
 
650

 
931

 
3,034

 
2,818

Restructuring (3)
 
1,423

 

 
14,765

 

Non-routine shareholder matter (4)
 
853

 

 
9,966

 

Litigation settlement (5)
 

 

 
1,400

 

Equity in loss of affiliate (6)
 

 
3,340

 

 
3,621

Noncash Interest Expense Amortization (7)
 

 
231

 

 
231

Non-GAAP provision for income taxes adjustment (8)
 
(4,639)

 
(5,374)

 
(24,843)

 
29,799

Non-GAAP net income
 
$
23,875

 
$
14,458

 
$
85,738

 
$
48,698

 
 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding (9)
 
47,239

 
46,639

 
47,601

 
47,469

Non-GAAP diluted net income per share
 
$
0.51

 
$
0.31

 
$
1.80

 
$
1.03



 
Three Months Ended
March 31,
 
Year Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Subscription and Utility Software and Related Support Services
$
46,513

 
$
33,130

 
$
147,378

 
$
86,855

Recurring Support and Services
81,976

 
88,383


339,037

 
338,597

Total repeatable revenue
$
128,489

 
$
121,513

 
$
486,415


$
425,452

Percentage of Total Revenues
71
%

66
%

68
%

61
%
 
 
 
 
 
 
 
 
Perpetual software and product revenue
$
43,235

 
$
53,108

 
$
185,833

 
$
234,193

Other professional services
9,703

 
10,294

 
38,709

 
39,748

Total non-repeatable revenue
$
52,938

 
$
63,402

 
$
224,542

 
$
273,941

Percentage of Total Revenues
29
%
 
34
%

32
%
 
39
%
 
 

 

 

 
Total Revenue (10)
$
181,427


$
184,915


$
710,957


$
699,393






 
Measures at period ended ($000s)
 
 
March 31, 2017
June 30,
2017
Sept. 30, 2017
December 31, 2017
March 31, 2018
June 30,
2018
Sept. 30, 2018
December 31, 2018
March 31, 2019
Subscription and Utility Annual Contract Value (11)
$
30,000

$
38,000

$
39,000

$
43,000

$
54,000

$
64,000

$
76,000

$
90,000

$
105,000

 
Three Months Ended March 31, 2019
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
44,824

$
25,289

$
10,717

$
80,830

Customer Support Revenue
58,514

21,496

9,883

89,893

Professional Services
5,609

3,435

1,660

10,704

Total Revenue
$
108,947

$
50,220

$
22,260

$
181,427

 
Three Months Ended March 31, 2018
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
46,360

$
26,159

$
11,002

$
83,521

Customer Support Revenue
60,372

20,593

9,569

90,534

Professional Services
6,340

3,041

1,479

10,860

Total Revenue
$
113,072

$
49,793

$
22,050

$
184,915

 
Year Ended March 31, 2019
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
170,114

$
95,913

$
43,872

$
309,899

Customer Support Revenue
237,190

82,895

38,662

358,747

Professional Services
23,076

12,380

6,855

42,311

Total Revenue
$
430,380

$
191,188

$
89,389

$
710,957

 
Year Ended March 31, 2018
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
167,858

$
100,452

$
43,435

$
311,745

Customer Support Revenue
233,991

75,807

36,257

346,055

Professional Services
23,453

11,289

6,851

41,593

Total Revenue
$
425,302

$
187,548

$
86,543

$
699,393






















 
 
Three Months Ended March 31, 2019
 
Year Ended March 31, 2019
 
 
Sequential
 
Year Over Year
 
Year Over Year
Non-GAAP software and products revenue reconciliation
 
 
 
 
 
 
  GAAP software and products revenue
 
$
80,830

 
$
80,830

 
$
309,899

      Adjustment for currency impact
 
(215)

 
3,019

 
5,151

Non-GAAP software and products revenue on a constant currency basis (12)
 
$
80,615

 
$
83,849

 
$
315,050

 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2019
 
Year Ended March 31, 2019
 
 
Sequential
 
Year Over Year
 
Year Over Year
Non-GAAP services revenue reconciliation
 
 
 
 
 
 
  GAAP services revenue
 
$
100,597

 
$
100,597

 
$
401,058

      Adjustment for currency impact
 
(94)

 
3,152

 
4,350

Non-GAAP services revenue on a constant currency basis (12)
 
$
100,503

 
$
103,749

 
$
405,408

 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2019
 
Year Ended March 31, 2019
 
 
Sequential
 
Year Over Year
 
Year Over Year
Non-GAAP total revenue reconciliation
 
 
 
 
 
 
  GAAP total revenues
 
181,427

 
181,427

 
$
710,957

      Adjustment for currency impact
 
(309)

 
6,171

 
9,501

Non-GAAP total revenues on a constant currency basis (12)
 
$
181,118

 
$
187,598

 
$
720,458


 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Non-GAAP free cash flow reconciliation:
 
 
 
 
 
 
 
Net cash provided by operating activities
$
36,586

 
$
23,341

 
$
110,180

 
$
84,169

Purchase of property and equipment
(1,456
)
 
(1,750
)
 
(6,560
)
 
(7,047
)
Purchases for corporate campus headquarters (13)

 

 
1,855

 

Non-GAAP free cash flow
$
35,130

 
$
21,591

 
$
105,475

 
$
77,122

























Footnotes - Adjustments

(1)
Represents noncash stock-based compensation charges associated with stock options, restricted stock units granted and our Employee Stock Purchase Plan. Those amounts are represented as follows:

 
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
 
2019
 
2018
 
2019
 
2018
Cost of services revenue
 
$
705

 
$
834

 
$
2,922

 
$
3,182

Sales and marketing
 
7,884

 
9,029

 
34,874

 
36,917

Research and development
 
2,054

 
2,101

 
8,601

 
8,411

General and administrative
 
17,108

 
5,027

 
31,458

 
25,619

Stock-based compensation expense
 
$
27,751

 
$
16,991

 
$
77,855

 
$
74,129


The table above excludes $1,150 and $2,632 for the three months and year ended March 31, 2019, respectively, of stock-based compensation expense related to the Company's restructuring activities described below in footnote three.

(2)
Represents additional FICA and related payroll tax expenses incurred by Commvault when employees exercise in the money stock options or vest in restricted stock awards.

(3)
In fiscal 2019 Commvault initiated a restructuring plan to increase efficiency in its sales, marketing and distribution functions as well as reduce costs across all functional areas. These restructuring charges relate primarily to severance and related costs associated with headcount reductions, as well as the closure of two sales offices. Restructuring includes $1,150 and $2,632 of stock-based compensation for the three months and year ended March 31, 2019, respectively, related to modifications of awards granted to former employees. Management believes, when used as a supplement to GAAP results, that the exclusion of these charges will better help investors and financial analysts understand Commvault's operating results and underlying operational trends as compared to prior periods.

(4)
During fiscal 2019 Commvault incurred costs related to a non-routine shareholder matter. The costs are for professional fees related to the settlement agreement with the shareholder and consulting fees incurred with the operational review which was agreed to as part of the settlement. Management believes, when used as a supplement to GAAP results, that the exclusion of these costs will better help investors and financial analysts understand Commvault's operating results and underlying operational trends as compared to prior periods.

(5)
During the second quarter of fiscal 2019 Commvault incurred costs related to a litigation settlement. Management believes, when used as a supplement to GAAP results, that the exclusion of these costs will help investors and financial analysts understand Commvault's operating results and underlying operational trends as compared to prior periods.

(6)
Represents Commvault's share of loss from its investment in Laitek, Inc. In the fourth quarter of fiscal 2018 Commvault recorded a non-cash impairment charge to reduce the value of its investment to zero.

(7)
Commvault terminated its line of credit in February 2018. As a result, it incurred additional non-cash amortization related to the unamortized portion of deferred financing fees. The impact of this additional amortization has been adjusted in order to make fiscal 2018 comparable to the prior period.

(8)
The provision for income taxes is adjusted to reflect Commvault’s estimated non-GAAP effective tax rate of approximately 27% in fiscal 2019 and 37% in fiscal 2018.




(9)
For GAAP purposes the potentially dilutive impact of options and shares associated with our stock-based compensation programs were excluded from the calculation of GAAP loss per share in certain periods because they would have been anti-dilutive. For purposes of non-GAAP income per share the impact of dilutive options and shares has been included.

(10) This table includes the following financial metric derived from Commvault’s GAAP recognized revenue:

Subscription and Utility Software and Related Support Services - The amounts included on this line include a) non-cancellable term-based, or subscription, licenses (inclusive of both recognized software and recognized maintenance and support revenues) that expire at the end of the contractual term; and b) “pay-as-you-go” utility arrangements based on product usage (inclusive of both recognized software and maintenance and support revenues) that are structured with no guaranteed minimums. The amount includes both Software and Products Revenue and Services Revenue.

Recurring Support and Services - The amounts included on this line consist primarily of maintenance and support revenues associated with the sale of perpetual software arrangements. This revenue is included in Services Revenue on Commvault’s Consolidated Statement of Operations.

Perpetual Software and Product Revenues - The amounts included on this line are primarily associated with the sale of perpetual software transactions. These revenues are included in Software and Products Revenue on Commvault’s Consolidated Statement of Operations.

Other Professional Services - The amounts included on this line are primarily revenues associated with Commvault’s installation and consultation services. These revenues are included in Services Revenue on Commvault’s Consolidated Statement of Operations.

Management believes that also reviewing these metrics, in addition to GAAP results, helps investors and financial analysts understand the repeatable nature of certain revenue amounts and trends as compared to prior periods.

Note that nearly all of Commvault’s software and product revenue is related to solutions that are run in the customer’s environment. Commvault currently does not have material revenue related to hosted, or software as a solution products. As a result, as required under ASC 606, substantially all of Commvault’s software and product revenue is recognized at a point in time, when it is delivered to the customer, and not ratably over the course of a contractual period. This is the case for both perpetual software licenses and subscription software licenses.

(11) This table includes the Subscription and Utility Annual Contract Value (ACV) metric that is comprised of:

a.
Subscription ACV - the annualized equivalent of the total contract value (both software and related support services) of all non-cancellable subscription agreements. Over the past eight quarters, the weighted average contract length of subscription agreements has been approximately three years. The total contract value includes all active contracts at the end of each fiscal quarter.

b.
Utility ACV - “pay-as-you-go” utility arrangements based on product usage (inclusive of both software and related support services) that are structured with no guaranteed minimums. The amounts included in Utility ACV have been annualized based on the actual reported quarterly amount in the most recent fiscal quarter.

Management believes that reviewing this ACV metric, in addition to our GAAP results, helps investors and financial analysts understand the value of arrangements that may potentially result in future revenues. Commvault believes this metric normalizes the variations in contractual length among our subscription and



utility transactions and will help investors and analysts to track Commvault’s transition to more potentially repeatable revenue streams.

(12) Revenues on a constant currency basis are calculated using the average foreign exchange rates from a previous period and applying these rates to foreign-denominated revenues in the corresponding period of fiscal 2019. The difference between revenue calculated based on these foreign exchange rates and revenues calculated in accordance with GAAP is listed as Adjustment for currency impact in the table above.

(13) In the first quarter of fiscal 2019 Commvault made a purchase of land adjacent to its global corporate headquarters. Due to the non-routine nature of this transaction, the amount has been adjusted from the calculation of non-GAAP free cash flow.





GRAPHIC 3 commvaultlogorgbposa25.gif begin 644 commvaultlogorgbposa25.gif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end