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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: September 30, 2019
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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) 
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
CVLT
NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by the Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.)    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, "accelerated filer", "smaller reporting company" and "emerging growth company" in rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company  
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  x
As of October 25, 2019, there were 45,711,386 shares of the registrant’s common stock, $0.01 par value, outstanding.

1


COMMVAULT SYSTEMS, INC.
FORM 10-Q
INDEX
 
 
 
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.
 
 
 


2



Commvault Systems, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
 
 
September 30,
2019
 
March 31,
2019
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
377,625

 
$
327,992

Short-term investments
 
97,619

 
130,338

Trade accounts receivable
 
127,593

 
176,836

Other current assets
 
21,916

 
19,836

Total current assets
 
624,753

 
655,002

Property and equipment, net
 
118,022

 
122,716

Operating lease assets
 
16,255

 

Deferred commissions cost
 
31,364

 
33,619

Other assets
 
11,372

 
11,116

Total assets
 
$
801,766

 
$
822,453

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
1,744

 
$
2,186

Accrued liabilities
 
83,601

 
85,721

Current portion of operating lease liabilities
 
7,832

 

Deferred revenue
 
226,932

 
238,439

Total current liabilities
 
320,109

 
326,346

Deferred revenue, less current portion
 
94,411

 
99,257

Deferred tax liabilities, net
 
2,230

 
2,594

Long-term operating lease liabilities
 
10,486

 

Other liabilities
 
2,416

 
2,953

Commitments and contingencies
 

 

Stockholders’ equity:
 
 
 
 
Preferred stock, $0.01 par value: 50,000 shares authorized, no shares issued and outstanding
 

 

Common stock, $0.01 par value: 250,000 shares authorized, 45,409 shares and 45,582 shares issued and outstanding at September 30, 2019 and March 31, 2019, respectively
 
452

 
454

Additional paid-in capital
 
916,899

 
887,907

Accumulated deficit
 
(532,504
)
 
(485,490
)
Accumulated other comprehensive loss
 
(12,733
)
 
(11,568
)
Total stockholders’ equity
 
372,114

 
391,303

Total liabilities and stockholders’ equity
 
$
801,766

 
$
822,453



See accompanying unaudited notes to consolidated financial statements

1


Commvault Systems, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
 
 
2019

2018
 
2019
 
2018
 
Revenues:
 
 
 
 
 
 
 
 
 
Software and products
 
$
68,595

 
$
69,504

 
$
132,269

 
$
144,554

 
Services
 
98,987

 
99,574

 
197,516

 
200,701

 
Total revenues
 
167,582

 
169,078

 
329,785

 
345,255

 
Cost of revenues:
 
 
 
 
 
 
 
 
 
Software and products
 
8,831

 
5,049

 
14,861

 
9,169

 
Services
 
22,410

 
21,824

 
45,100

 
45,310

 
Total cost of revenues
 
31,241

 
26,873

 
59,961

 
54,479

 
Gross margin
 
136,341

 
142,205

 
269,824

 
290,776

 
Operating expenses:
 
 
 
 
 
 
 
 
 
Sales and marketing
 
80,960

 
89,494

 
168,345

 
187,110

 
Research and development
 
23,227

 
23,649

 
46,807

 
47,746

 
General and administrative
 
24,753

 
24,862

 
47,260

 
48,101

 
Restructuring
 
12,851

 
494

 
16,930

 
8,389

 
Depreciation and amortization
 
2,719

 
2,700

 
5,325

 
5,233

 
Total operating expenses
 
144,510

 
141,199

 
284,667

 
296,579

 
Income (loss) from operations
 
(8,169
)
 
1,006

 
(14,843
)
 
(5,803
)
 
Interest income
 
1,561

 
1,148

 
3,484

 
2,039

 
Income (loss) before income taxes
 
(6,608
)
 
2,154

 
(11,359
)
 
(3,764
)
 
Income tax expense
 
476

 
1,263

 
2,571

 
3,912

 
Net income (loss)
 
$
(7,084
)
 
$
891

 
$
(13,930
)
 
$
(7,676
)
 
Net income (loss) per common share:
 
 
 
 
 
 
 
 
 
Basic
 
$
(0.16
)
 
$
0.02

 
$
(0.31
)
 
$
(0.17
)
 
Diluted
 
$
(0.16
)
 
$
0.02

 
$
(0.31
)
 
$
(0.17
)
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
 
45,277

 
45,880

 
45,363

 
45,666

 
Diluted
 
45,277

 
47,798

 
45,363

 
45,666

 


See accompanying unaudited notes to consolidated financial statements

2


Commvault Systems, Inc.
Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)
 
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Net income (loss)
 
(7,084
)
 
891

 
(13,930
)
 
$
(7,676
)
Other comprehensive loss:
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
(1,138
)
 
(1,151
)
 
(1,165
)
 
$
(6,320
)
Comprehensive loss
 
$
(8,222
)
 
$
(260
)
 
$
(15,095
)
 
$
(13,996
)


See accompanying unaudited notes to consolidated financial statements

3


Commvault Systems, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)

 
 
 
Common Stock
 
Additional
Paid – In
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
 
Shares
 
Amount
 
 
 
 
Balance as of June 30, 2019
 
45,077

 
$
449

 
$
896,383

 
$
(525,420
)
 
$
(11,595
)
 
$
359,817

Stock-based compensation
 
 
 
 
 
14,857

 
 
 
 
 
14,857

Share issuances related to stock-based compensation
 
332

 
3

 
5,659

 
 
 
 
 
5,662

Repurchase of common stock
 

 

 

 


 
 
 

Net loss
 
 
 
 
 
 
 
(7,084
)
 
 
 
(7,084
)
Other comprehensive loss
 
 
 
 
 
 
 
 
 
(1,138
)
 
(1,138
)
Balance as of September 30, 2019
 
45,409

 
$
452

 
$
916,899

 
$
(532,504
)
 
$
(12,733
)
 
$
372,114

 
 
 
Common Stock
 
Additional
Paid – In
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
 
Shares
 
Amount
 
 
 
 
Balance as of March 31, 2019
 
45,582

 
$
454

 
$
887,907

 
$
(485,490
)
 
$
(11,568
)
 
$
391,303

Stock-based compensation
 
 
 
 
 
29,607

 
 
 
 
 
29,607

Share issuances related to stock-based compensation
 
657

 
6

 
6,319

 
 
 
 
 
6,325

Repurchase of common stock
 
(830
)
 
(8
)
 
(6,934
)
 
(33,084
)
 
 
 
(40,026
)
Net loss
 
 
 
 
 
 
 
(13,930
)
 
 
 
(13,930
)
Other comprehensive loss
 
 
 
 
 
 
 
 
 
(1,165
)
 
(1,165
)
Balance as of September 30, 2019
 
45,409

 
$
452

 
$
916,899

 
$
(532,504
)
 
$
(12,733
)
 
$
372,114

See accompanying unaudited notes to consolidated financial statements


4


Commvault Systems, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)

 
 
 
Common Stock
 
Additional
Paid – In
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
 
Shares
 
Amount
 
 
 
 
Balance as of June 30, 2018
 
45,580

 
$
454

 
$
811,271

 
$
(404,369
)
 
$
(10,641
)
 
$
396,715

Stock-based compensation
 
 
 
 
 
17,750

 
 
 
 
 
17,750

Share issuances related to stock-based compensation
 
655

 
6

 
16,222

 
 
 
 
 
16,228

Repurchase of common stock
 
(201
)
 
(2
)
 
(1,621
)
 
(11,665
)
 
 
 
(13,288
)
Net income
 
 
 
 
 
 
 
891

 
 
 
891

Other comprehensive loss
 
 
 
 
 
 
 
 
 
(1,151
)
 
(1,151
)
Balance as of September 30, 2018
 
46,034

 
$
458

 
$
843,622

 
$
(415,143
)
 
$
(11,792
)
 
$
417,145

 
 
 
Common Stock
 
Additional
Paid – In
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
 
Shares
 
Amount
 
 
 
 
Balance as of March 31, 2018
 
45,118

 
$
450

 
$
782,764

 
$
(373,678
)
 
$
(5,472
)
 
$
404,064

Stock-based compensation
 
 
 
 
 
35,754

 
 
 
 
 
35,754

Share issuances related to stock-based compensation
 
1,483

 
14

 
29,612

 
 
 
 
 
29,626

Repurchase of common stock
 
(567
)
 
(6
)
 
(4,508
)
 
(33,789
)
 
 
 
(38,303
)
Net loss
 
 
 
 
 
 
 
(7,676
)
 
 
 
(7,676
)
Other comprehensive loss
 
 
 
 
 
 
 
 
 
(6,320
)
 
(6,320
)
Balance as of September 30, 2018
 
46,034

 
$
458

 
$
843,622

 
$
(415,143
)
 
$
(11,792
)
 
$
417,145

See accompanying unaudited notes to consolidated financial statements










5


Commvault Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
Six Months Ended September 30,
 
 
2019
 
2018
Cash flows from operating activities
 
 
 
 
Net loss
 
$
(13,930
)
 
$
(7,676
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
6,054

 
6,072

Noncash stock-based compensation
 
29,607

 
35,754

Deferred income taxes
 

 
(273
)
Amortization of deferred commissions cost
 
8,730

 
8,916

Impairment of operating lease assets
 
2,050

 

Changes in operating assets and liabilities:
 
 
 
 
Trade accounts receivable
 
45,625

 
21,495

Operating lease assets and liabilities, net
 
42

 

Other current assets and Other assets
 
(1,796
)
 
4,884

Deferred commissions cost
 
(6,962
)
 
(8,866
)
Accounts payable
 
(425
)
 
(382
)
Accrued liabilities
 
(1,015
)
 
(13,736
)
Deferred revenue
 
(12,079
)
 
(3,796
)
Other liabilities
 
(782
)
 
138

Net cash provided by operating activities
 
55,119

 
42,530

Cash flows from investing activities
 
 
 
 
Purchase of short-term investments
 
(32,800
)
 
(65,519
)
Proceeds from maturity of short-term investments
 
65,519

 
66,237

Purchase of property and equipment
 
(1,457
)
 
(3,998
)
Net cash provided by (used in) investing activities
 
31,262

 
(3,280
)
Cash flows from financing activities
 
 
 
 
Repurchase of common stock
 
(40,026
)
 
(38,303
)
Proceeds from stock-based compensation plans
 
6,325

 
29,626

Net cash used in financing activities
 
(33,701
)
 
(8,677
)
Effects of exchange rate — changes in cash
 
(3,047
)
 
(8,176
)
Net increase in cash and cash equivalents
 
49,633

 
22,397

Cash and cash equivalents at beginning of period
 
327,992

 
330,784

Cash and cash equivalents at end of period
 
$
377,625

 
$
353,181



See accompanying unaudited notes to consolidated financial statements


6

Table of Contents     
Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited (continued)
(In thousands, except per share data)



1.    Basis of Presentation

Commvault Systems, Inc. and its subsidiaries (“Commvault” or the “Company”) is a 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 sells appliances that integrate the Company's software with hardware and address a wide-range of business needs and use cases, ranging from support for remote or branch offices with limited IT staff up to large corporate data centers. The Company also provides its customers with a broad range of professional and customer support services.
The consolidated financial statements as of September 30, 2019 and for the three and six months ended September 30, 2019 and 2018 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 2019. 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, income taxes and related reserves, stock-based compensation and accounting for research and development costs. Actual results could differ from those estimates.
2.    Summary of Significant Accounting Policies
Correction of an Immaterial Error in Previously Issued Financial Statements
Subsequent to the issuance of the financial statements for the year ended March 31, 2018 and for the interim periods in fiscal 2019, the Company concluded that the Statement of Operations for fiscal 2018 and the interim periods contained an immaterial error related to the classification of legal fees related to intellectual property as Research and Development expenses and not General and Administrative expenses.  These immaterial errors have been corrected for the comparative period shown by reclassifying $858 and $1,555 from Research and Development expense to General and Administrative expense for the three and six months ended September 30, 2018. This immaterial error did not have any impact on our financial position, net loss or cash flow.


7

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)


Recently Issued Accounting Standards
Leases

    In February 2016, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) No. 2016-02, Leases. Under the new guidance, the Company is required to recognize a lease liability and a right-of-use asset for leases. The Company adopted the new guidance on April 1, 2019 using the optional transition method, which allows for the prospective application of the standard, and as a result, the Company did not record an adjustment to retained earnings. In addition, the Company elected the package of practical expedients, for all of its leases, permitted under the transition guidance within the standard, which allowed the Company to carry forward its historical lease classification, to not reassess prior conclusions related to initial direct costs and to not reassess whether any expired or existing contracts are or contain leases. The Company also elected the lessee practical expedient to combine lease and non-lease components for new leases and modified leases. The Company also made an accounting policy election in accordance with the new standard to apply accounting similar to ASC 840 to short-term leases, which are defined as leases that have a term of twelve months or less. The new guidance does not have any impact on the Statement of Operations or Statement of Cash Flows.
Credit Losses on Financial Instruments

    In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). The standard amends guidance on the impairment of financial instruments. The ASU estimates credit losses based on expected losses and provides for a simplified accounting model for purchased financial assets with credit deterioration. The standard requires a modified retrospective basis adoption through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The amendments of this ASU are effective for the Company's fiscal 2021. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on the financial statements.
There have been no other additional significant changes in the Company’s accounting policies during the six months ended September 30, 2019 as compared to the significant accounting policies described in its Annual Report on Form 10-K for the year ended March 31, 2019 and to the changes disclosed above.
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 36% of total revenues for the six months ended September 30, 2019 and 2018, respectively. Arrow accounted for 31% of total accounts receivable as of September 30, 2019 and 38% of total accounts receivable as of March 31, 2019.
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.
The following table summarizes the composition of the Company’s financial assets measured at fair value at September 30, 2019 and March 31, 2019:
September 30, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash equivalents
 
$

 

 

 
$

Short-term investments
 
$

 
97,619

 

 
$
97,619

March 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash equivalents
 
$
102,702

 

 

 
$
102,702

Short-term investments
 
$

 
131,937

 

 
$
131,937




8

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)


3.    Revenue
The Company derives revenues from two primary sources: software and products, and services. Software and products revenue includes the Company's software and integrated appliances that combine the Company's software with hardware. Services include customer support (software updates and technical support), consulting, assessment and design services, installation services and customer education. A typical contract includes both licenses and services.
Historically, the Company’s software licenses typically provide for a perpetual right to use the Company’s software. The Company also sells term-based software licenses that expire, which are referred to as subscription arrangements. The Company does not customize its software and installation services are not required. The software is delivered before related services are provided and is functional without professional services, updates and technical support. The Company has concluded that its software license is functional intellectual property that is distinct as the user can benefit from the software on its own. Software revenue is typically recognized when the software is delivered and/or made available for download as this is the point the user of the software can direct the use of, and obtain substantially all of the remaining benefits from the functional intellectual property. The Company does not recognize software revenue related to the renewal of subscription software licenses earlier than the beginning of the subscription period.
 
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. The Company sells its customer support contracts as a percentage of net software purchases the support is related to. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year.

The Company’s other professional services include consulting, assessment and design services, installation services and customer education. Customer education services include courses taught by the Company’s instructors or third-party contractors. Revenue related to other professional services and customer education services is typically recognized as the services are performed.

Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of software and appliances are typically estimated using the residual approach. Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis.

The Company’s typical performance obligations include the following:
Performance Obligation
When Performance Obligation
 is Typically Satisfied
When Payment is
Typically Due
How Standalone Selling Price is
Typically Estimated
Software and Products Revenue
Software Licenses
Upon shipment or made available for download (point in time)
Within 90 days of shipment except for certain subscription licenses which are paid for over time
Residual approach
Appliances
When control of the appliances passes to the customer; typically upon delivery
Within 90 days of delivery
Residual approach
Customer Support Revenue
Software Updates
Ratably over the course of the support contract (over time)
At the beginning of the contract period
Observable in renewal transactions
Customer Support
Ratably over the course of the support contract (over time)
At the beginning of the contract period
Observable in renewal transactions
Professional Services
Other Professional Services (except for education services)
As work is performed (over time)
Within 90 days of services being performed
Observable in transactions without multiple performance obligations
Education Services
When the class is taught (point in time)
Within 90 days of services being performed
Observable in transactions without multiple performance obligations


9

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)



Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into the nature of the products and services and geographical regions. The geographic regions that are tracked are the Americas (United States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China). The Company operates in one segment.
 
Three Months Ended September 30, 2019
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
35,863

$
21,440

$
11,292

$
68,595

Customer Support Revenue
57,864

21,906

10,233

90,003

Professional Services
4,430

2,680

1,874

8,984

Total Revenue
$
98,157

$
46,026

$
23,399

$
167,582

 
Three Months Ended September 30, 2018
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
41,376

$
17,526

$
10,602

$
69,504

Customer Support Revenue
59,675

20,443

9,489

89,607

Professional Services
5,489

2,705

1,773

9,967

Total Revenue
$
106,540

$
40,674

$
21,864

$
169,078


 
Six Months Ended September 30, 2019
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
67,084

$
42,815

$
22,370

$
132,269

Customer Support Revenue
115,594

43,573

20,318

179,485

Professional Services
9,296

5,362

3,373

18,031

Total Revenue
$
191,974

$
91,750

$
46,061

$
329,785


 
Six Months Ended September 30, 2018
 
Americas
EMEA
APAC
Total
Software and Products Revenue
$
83,492

$
39,551

$
21,511

$
144,554

Customer Support Revenue
120,101

40,802

19,110

180,013

Professional Services
11,274

5,931

3,483

20,688

Total Revenue
$
214,867

$
86,284

$
44,104

$
345,255



Information about Contract Balances

Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company's deferred revenue balance is related to services revenue, primarily customer support contracts.

In certain contracts the Company allows customers to pay for term-based, or subscription, software licenses and products over the term of the license. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables which are anticipated to be invoiced in the next twelve months are included in Accounts receivable on the consolidated balance sheet. Long term unbilled receivables are included in Other assets. The opening and closing balances of the Company’s accounts receivable, unbilled receivables, and deferred revenues are as follows:

10

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)


 
Accounts Receivable
Unbilled Receivable
(current)
Unbilled Receivable
(long-term)
Deferred Revenue
(current)
Deferred Revenue
(long-term)
Opening Balance as of March 31, 2019
$
161,570

$
15,266

$
7,216

$
238,439

$
99,257

Increase/(decrease), net
(48,377
)
(866
)
727

(11,507
)
(4,846
)
Ending Balance as of September 31, 2019
$
113,193

$
14,400

$
7,943

$
226,932

$
94,411



The decrease in accounts receivable is primarily a result of a concentration of customer support renewals in the second half of the prior year, a decrease in software and products revenue relative to the fourth quarter of the prior year and improved linearity in software and products revenue relative to the fourth quarter. The decrease in deferred revenue is primarily the result of a strengthening of the U.S. dollar and a decrease in deferred customer support revenue related to software and products revenue transactions and customer support renewals relative to the fourth quarter of fiscal 2019.

The amount of revenue recognized in fiscal 2020 that was included in the March 31, 2019 balance of deferred revenue was $68,273 and $156,185 for the three and six months ended September 30, 2019, respectively. The vast majority of this revenue consists of customer support arrangements. The amount of software and products revenue recognized in the three and six months ended September 30, 2019 related to performance obligations from prior periods was not significant.

Remaining Performance Obligations

In addition to the amounts included in deferred revenue as of September 30, 2019, $26,543 of revenue may be recognized from remaining performance obligations, of which $3,090 was related to software and products. The Company expects the majority of this software and products revenue to be recognized next quarter. The vast majority of the services revenue is related to other professional services which may be recognized over the next twelve months but is contingent upon a number of factors, including customers’ needs and schedules.
4.    Net Income per Common Share
The diluted weighted average shares outstanding exclude outstanding stock options, restricted stock units, performance restricted stock units and shares to be purchased under the employee stock purchase plan totaling 4,780 and 1,024 for the three months ended September 30, 2019 and 2018, respectively, and 4,810 and 5,874 for the six months ended September 30, 2019 and 2018, because the effect would have been anti-dilutive.
5.    Commitments and Contingencies
    
From time to time, the Company is subject to claims in legal proceedings arising in the normal course of business. The Company does not believe that it is currently party to any pending legal action that could reasonably be expected to have a material adverse effect on its business or operating results.

6.    Capitalization
As of September 30, 2019, $159,974 remained in the Company's current stock repurchase authorization which expires on March 31, 2020.

11

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)


7.    Stock Plans
The following table presents the stock-based compensation expense included in Cost of services revenue, Sales and marketing, Research and development, General and administrative and Restructuring expenses for the three and six months ended September 30, 2019 and 2018. Stock-based compensation is attributable to stock options, restricted stock units, performance based awards and the employee stock purchase plan.
 
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
 
 
2019
 
2018
 
2019
 
2018
 
Cost of services revenue
 
$
698

 
$
756

 
$
1,388

 
$
1,512

 
Sales and marketing
 
7,359

 
9,071

 
15,005

 
18,595

 
Research and development
 
2,011

 
2,274

 
4,004

 
4,489

 
General and administrative
 
4,184

 
5,345

 
8,237

 
9,944

 
Restructuring
 
605

 
304

 
973

 
1,214

 
Stock-based compensation expense
 
$
14,857

 
$
17,750

 
$
29,607

 
$
35,754

 

As of September 30, 2019, there was $72,944 of unrecognized stock-based compensation expense related to non-vested stock option and restricted stock unit awards that is expected to be recognized over a weighted average period of 1.75 years. The Company accounts for forfeitures as they occur. To the extent that awards are forfeited, stock-based compensation will be different from the Company’s current estimate.
Restricted Stock Units
Restricted stock unit activity for the six months ended September 30, 2019 is as follows:
Non-vested Restricted Stock Units
Number of
Awards
 
Weighted
Average Grant
Date Fair Value
Non-vested as of March 31, 2019
1,831

 
$
62.58

Awarded
508

 
48.17

Vested
(475
)
 
60.66

Forfeited
(127
)
 
63.86

Non-vested as of September 30, 2019
1,737

 
$
58.75


The weighted average fair value of restricted stock units awarded was $43.39 and $48.17 per unit during the three and six months ended September 30, 2019, and $67.41 and $71.11 per unit during the three and six months ended September 30, 2018. The weighted average fair value of awards includes the awards with a market condition described below.
Performance Based Awards

In the six months ended September 30, 2019, the Company granted 88 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 2020 and ii) the Company's customary service periods. The awards vest over three years and have a maximum potential to vest at 200% (176 shares) based on actual fiscal 2020 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.


12

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)


Awards with a Market Condition
In the six months ended September 30, 2019, the Company granted 88 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 the Russell 3000 market index over the next three years. The awards vest in three annual tranches and have a maximum potential to vest at 200% (176 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 fair value of the awards granted during the six months ended September 30, 2019 was $48.26 per unit. The awards are included in the restricted stock unit table.
8.    Income Taxes
Income tax expense was $2,571 in the six months ended September 30, 2019 compared to an expense of $3,912 in the six months ended September 30, 2018. In fiscal 2018 the Company determined that it was more likely than not that it will not realize the benefits of its gross deferred tax assets and therefore recorded a valuation allowance to reduce the carrying value of these gross deferred tax assets, net of the impact of the reversal of taxable temporary differences, to zero. The Company’s position remains unchanged as of the period ending September 30, 2019. The tax expense for the six months ended September 30, 2019 relates primarily to current foreign taxes.

9.    Restructuring
In fiscal 2019, the Company initiated a restructuring plan to increase efficiency in its sales, marketing and distribution functions as well as reduce costs across all functional areas. During the quarter, the Company incurred total restructuring charges of $12,851. These restructuring charges relate primarily to severance and related costs associated with headcount reductions and lease abandonment charges associated with three office leases. These charges include $605 of stock-based compensation related to modifications of existing unvested awards granted to certain employees impacted by the restructuring plan.

The activity in the Company’s restructuring accruals for the three and six months ended September 30, 2019 and 2018 is summarized as follows:
 
 
Three Months Ended September 30,
 
 
2019
 
2018
Balance at June 30
 
$
2,218

 
$
3,319

Restructuring charges(1)
 
11,737

 
494

Payments
 
(3,597
)
 
(2,050
)
Accrual reversals
 

 

Balance at September 30
 
$
10,358

 
$
1,763



 
 
Six Months Ended September 30,
 
 
2019
 
2018
Balance at March 31
 
$
1,089

 
$

Restructuring charges(1)
 
14,880

 
8,389

Payments
 
(5,611
)
 
(6,626
)
Accrual reversals
 

 

Balance at September 30
 
$
10,358

 
$
1,763





13

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)



(1) Restructuring charges of $11,737 and $14,880 in the tables above do not include restructuring charges for one of the Company's leases in the amount of $1,114 and three in the amount of $2,050 for the three and six months ended September 30, 2019, respectively. Under the new lease standard (ASC 842) the Company is now required to account for the impairment as charge to the Statement of Operations and a reduction in the carrying amount of the right-of-use asset.

As of September 30, 2019, the outstanding restructuring accruals primarily relate to future severance payments.
10.    Leases

The Company’s lease liabilities relate primarily to operating leases for its global office infrastructure. These operating leases expire at various dates through fiscal 2026. The Company records lease liabilities at the present value of the lease payments not yet paid, discounted at the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The Company recognizes operating lease costs over the estimated term of the lease, which includes options to extend lease terms that are reasonably certain of being exercised, starting when possession of the property is taken from the landlord. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related operating lease cost on a straight-line basis over the lease term.

In addition, certain of the Company’s lease agreements include variable lease payments, such as estimated tax and maintenance charges. These variable lease payments are excluded from minimum lease payments and are included in the determination of lease cost when it is probable that the expense has been incurred and the amount can be reasonably estimated.

As of September 30, 2019, the Company did not have any finance leases.

Net lease cost recognized on our Condensed Consolidated Statement of Operations is summarized as follows:

 
Three Months Ended September 30, 2019
 
Six Months Ended September 30, 2019
Operating Lease Cost
$
2,302

 
$
4,843

Short-term Lease Cost
118

 
237

Variable Lease Cost
507

 
749

Net Lease Cost
$
2,927

 
$
5,829



14

Commvault Systems, Inc
Notes to Consolidated Financial Statements - Unaudited
(In thousands, except per share data)



As of September 30, 2019, the maturities of lease liabilities based on the total minimum lease commitment amount including options to extend lease terms that are reasonably certain of being exercised are as follows:

Remainder of FY 2020
$
3,856

FY 2021
7,241

FY 2022
4,227

FY 2023
1,964

FY 2024
1,362

Thereafter
1,714

Total Minimum Lease Payments
$
20,364

Less: Imputed Interest
(2,046
)
Present value of operating lease liabilities
$
18,318

Less: Current Portion of operating lease liabilities
7,832

Long-term operating lease liabilities
$
10,486



During the three and six months ended September 30, 2019, additions of operating lease assets were $3,705 and $5,305, respectively. As of September 30, 2019 the minimum lease commitment amount for operating leases signed but not yet commenced, was immaterial.
As of September 30, 2019, the weighted-average remaining operating lease term was 3.35 years and the weighted-average discount rate was 4% for operating leases recognized in the Condensed Consolidated Balance Sheet.

11.    Subsequent Events

On September 3, 2019, a wholly owned subsidiary of the Company, entered into a definitive purchase agreement to acquire substantially all the assets of Hedvig, Inc., a California based software-defined storage (SDS) innovator for total consideration of approximately $225 million, subject to customary transaction adjustments, which includes the purchase price and ongoing employee retention in the form of cash and stock-based compensation. The transaction closed on October 1, 2019. As the transaction occurred subsequent to period-end, the Company is still evaluating the purchase price allocation of the transaction but expects the primary assets acquired to be intangible assets and goodwill. Acquired tangible assets and assumed liabilities are expected to be immaterial. The allocation is expected to be finalized during the third quarter of fiscal 2020.


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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis along with our consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q. The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Overview

Commvault is a provider of data and information management software applications and related services. Commvault was incorporated in 1996 as a Delaware corporation. The Commvault software platform is an enterprise level, integrated data and information management solution, built from the ground up on a single platform and unified code base. All software functionality share the same back-end technologies to deliver the benefits of a holistic approach to protecting, managing, and accessing data. The software addresses many aspects of data management in the enterprise, while providing scalability and control of data and information. In fiscal 2018, we also started selling appliances that integrate our software with hardware and address a wide-range of business needs and use cases, ranging from support for remote or branch offices with limited IT staff up to large corporate data centers. We also provide our customers with a broad range of professional services that are delivered by our worldwide support and field operations. As of September 30, 2019, we had licensed our software applications to over 29,000 registered customers.

Sources of Revenues
We derive a significant portion of our total revenues from sales of licenses of our software applications and products. We do not customize our software for a specific end-user customer. We sell our software applications and products to end-user customers both directly through our sales force and indirectly through our global network of value-added reseller partners, systems integrators, corporate resellers and original equipment manufacturers. Our software and products revenue was 40% and 42% of our total revenues for the six months ended September 30, 2019 and 2018, respectively.
In recent fiscal periods, we have generated approximately three-quarters of our software and products revenue from our existing customer base and approximately one-quarter of our software and products revenue from new customers. In addition, our total software and products revenue in any particular period is, to a certain extent, dependent upon our ability to generate revenues from large customer software and products deals, which we refer to as enterprise transactions. Enterprise transactions (transactions greater than $0.1 million) represented 63% and 62% of our total software and products revenue in the six months ended September 30, 2019 and 2018, respectively.
Software and products revenue generated through indirect distribution channels was 95% of total software and products revenue in the six months ended September 30, 2019 and was 87% of total software revenue in the six months ended September 30, 2018. Software and products revenue generated through direct distribution channels was 5% of total software and products revenue in the six months ended September 30, 2019 and was 13% of total software revenue in the six months ended September 30, 2018. The dollar value of software and products revenue generated through indirect distribution channels decreased $0.5 million in the six months ended September 30, 2019 compared to the six months ended September 30, 2018. The dollar value of software and products revenue generated through direct distribution channels decreased $11.8 million in the six months ended September 30, 2019 compared to the six months ended September 30, 2018. Deals initiated by our direct sales force are sometimes transacted through indirect channels based on end-user customer requirements, which are not always in our control and can cause this overall percentage split to vary from period-to-period. As such, there may be fluctuations in the dollars and percentage of software and products revenue generated through our direct distribution channels from time-to-time. We believe that the growth of our software and products revenue, derived from both our indirect channel partners and direct sales force, are key attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term. The failure of our indirect distribution channels or our direct sales force to effectively sell our software applications could have a material adverse effect on our revenues and results of operations.
We also have a non-exclusive distribution agreement covering our North American commercial markets and our U.S. Federal Government market with Arrow Enterprise Computing Solutions, Inc. ("Arrow"), a subsidiary of Arrow Electronics, Inc. Pursuant to this distribution agreement, Arrow's primary role is to enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and leveraging their own industry experience. We generated 37% and 36% of our total revenues through Arrow in the six months ended September 30, 2019 and 2018, respectively. If Arrow were to discontinue or reduce the sales of our products or if our agreement with Arrow was terminated, and if we were

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unable to take back the management of our reseller channel or find another North American distributor to replace Arrow, then it would have a material adverse effect on our future business.
Our services revenue was 60% of our total revenues for the six months ended September 30, 2019 and 58% of our total revenues for the six months ended September 30, 2018. Our services revenue is made up of fees from the delivery of customer support and other professional services, which are typically sold in connection with the sale of our software applications. Customer support agreements provide technical support and unspecified software updates on a when-and-if-available basis for an annual fee based on licenses purchased and the level of service subscribed. Other professional services include consulting, assessment and design services, installation services and customer education.
Most of our customer support agreements are priced as a percentage of the related net software purchased and are for a one year term. As the end of the annual period approaches, we pursue the renewal of the agreement with the customer. Historically, customer support renewals have represented a significant portion of our total revenue. Because of this characteristic of our business, if our customers choose not to renew their support agreements with us on beneficial terms, or at all, our business, operating results and financial condition could be harmed.
Foreign Currency Exchange Rates’ Impact on Results of Operations
Sales outside the United States were 49% of our total revenue for the six months ended September 30, 2019 and 46% of our total revenue for the six months ended September 30, 2018. The results of our non-U.S. operations are translated into U.S. dollars at the average exchange rates for each applicable month in a period. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions generally results in increased revenue, operating expenses and income from operations for our non-U.S. operations. Similarly, our revenue, operating expenses and net income will generally decrease for our non-U.S. operations if the U.S. dollar strengthens against foreign currencies.
Using the average foreign currency exchange rates from the three months ended September 30, 2018 our software and products revenue would have been higher by $1.5 million, our services revenue would have been higher by $1.7 million, our cost of sales would have been higher by $0.5 million and our operating expenses would have been higher by $2.0 million from non-U.S. operations for the three months ended September 30, 2019. Using the average foreign currency rates from the six months ended September 30, 2018 our software revenue would have been higher by $3.0 million, our services revenue would have been higher by $4.0 million, our cost of sales would have been higher by $1.1 million and our operating expenses would have been higher by $4.3 million from non-U.S. operations for the six months ended September 30, 2019.
In addition, we are exposed to risks of foreign currency fluctuation primarily from cash balances, accounts receivables and intercompany accounts denominated in foreign currencies and are subject to the resulting transaction gains and losses, which are recorded as a component of general and administrative expenses. We recognized a net foreign currency transaction gain of $0.1 million in the three months ended September 30, 2019, and a loss of less than $0.1 million in the six months ended September 30, 2019. We recognized net foreign currency transaction gains of $0.2 million and $0.7 million in the three and six months ended September 30, 2018, respectively.
Critical Accounting Policies
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances changes in the accounting estimates are reasonably likely to occur from period-to-period. Accordingly, actual results could differ significantly from the estimates made by our management. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application, while in other cases, significant judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We consider these policies requiring significant management judgment to be critical accounting policies. These critical accounting policies are:
Revenue Recognition;
Accounting for Income Taxes
There have been no significant changes in our critical accounting policies during the six months ended September 30, 2019 as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of

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Financial Condition and Results of Operations - Critical Accounting Policies” included in our Annual Report on Form 10-K for the year ended March 31, 2019. In addition, please see Note 2 of Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Note 2 of the Notes to Consolidated Financial Statements included in our fiscal 2019 Annual Report on Form 10-K filed for a description of our accounting policies.
Results of Operations
Three months ended September 30, 2019 compared to three months ended September 30, 2018
Revenues
Total revenues decreased $1.5 million, or 1%, from $169.1 million in the three months ended September 30, 2018 to $167.6 million in the three months ended September 30, 2019.
Software and Products Revenue. Software and products revenue decreased $0.9 million, or 1%, from $69.5 million in the three months ended September 30, 2018 to $68.6 million in the three months ended September 30, 2019. Software and products revenue represented 41% of our total revenues in both the three months ended September 30, 2019 and 2018.
We track software and products revenue on a geographic basis. The geographic regions that are tracked are the Americas (United States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China, Japan). Americas, EMEA and APAC represented 52%, 31% and 17% of total software and products revenue, respectively, for the three months ended September 30, 2019. The year over year decline of software and products revenue in the Americas was 13% while EMEA and APAC increased 22% and 7%, respectively.
The decrease in Americas software and products revenue was primarily the result of a decrease in the number of enterprise revenue transactions partially offset by an increase in the average enterprise transaction selling price.
EMEA software and products revenue increased primarily as a result of an increase in both the number and average selling price of enterprise revenue transactions. Using exchange rates from the prior year quarter, the increase in software and products revenue would have been 28%.
The increase in APAC software and products revenue was primarily the result of an increase in both the number and average selling price of enterprise revenue transactions, which was partially offset by a decrease in non-enterprise revenue. Using exchanges rates from the prior year quarter, the increase in software and products revenue would have been 10%.
Software and products revenue derived from enterprise transactions (transactions greater than $0.1 million) represented 64% of our software and products revenue in the three months ended September 30, 2019 and 66% of our software and products revenue in the three months ended September 30, 2018. Enterprise transactions decreased by $1.5 million, or 3%, in the three months ended September 30, 2019 compared to the three months ended September 30, 2018. This was driven by a 16% decrease in the number of enterprise transactions. The average dollar amount of such transactions was approximately $328 thousand in the three months ended September 30, 2019 and approximately $284 thousand in the three months ended September 30, 2018.
Services Revenue. Services revenue decreased $0.6 million, or 1%, from $99.6 million in the three months ended September 30, 2018 to $99.0 million in the three months ended September 30, 2019. Services revenue represented 59% of our total revenues in both the three months ended September 30, 2019 and September 30, 2018. The decrease in services revenue is due to a $1.0 million decrease in training and consulting service revenue partially offset by a $0.4 million increase in revenue from customer support agreements.
Cost of Software and Products Revenues. Total cost of software and products revenues increased $3.8 million, from $5.0 million in the three months ended September 30, 2018 to $8.8 million in the three months ended September 30, 2019. Cost of software and product revenue represented 13% of software and product revenue in the three months ended September 30, 2019 compared to 7% in the three months ended September 30, 2018. The increase in cost of software and products revenue is related to additional hardware and software royalty costs associated with our appliance and hyperscale product offerings. As sales of our appliances and hyperscale products continue to ramp, we expect the cost of software and products as a percentage of software and products revenue will increase.
Cost of Services Revenues. Total cost of services revenues increased $0.6 million, or 3%, from $21.8 million in the three months ended September 30, 2018 to $22.4 million in the three months ended September 30, 2019. The gross margin of our services revenue was 77% and 78% for the three months ended September 30, 2019 and 2018.

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Operating Expenses
Sales and Marketing. Sales and marketing expenses decreased $8.5 million, or 10%, from $89.5 million in the three months ended September 30, 2018 to $81.0 million in the three months ended September 30, 2019. The decrease is due to a $7.5 million decrease in employee compensation and related expenses mainly attributable to our restructuring and reorganization initiatives. Sales and marketing expenses as a percentage of total revenues was 48% and 53% in the three months ended September 30, 2019 and 2018, respectively.
Research and Development. Research and development expenses decreased $0.4 million, or 2%, from $23.6 million in the three months ended September 30, 2018 to $23.2 million in the three months ended September 30, 2019. The decrease is primarily due to a decline in employee related costs. Research and development expenses as a percentage of total revenues was 14% in both the three months ended September 30, 2019 and 2018.
General and Administrative. General and administrative expenses decreased $0.1 million, from $24.9 million in the three months ended September 30, 2018 to $24.8 million in the three months ended September 30, 2019. General and administrative expenses in the three months ended September 30, 2019 includes $4.3 million of costs related to a non-routine shareholder matter and $1.3 million of acquisition costs related to the Company's acquisition of Hedvig, Inc. in October 2019. General and administrative expenses as a percentage of total revenues was 15% in both the three months ended September 30, 2019 and 2018.
Restructuring.  In fiscal 2019 we initiated a restructuring plan to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas.  Restructuring expenses were $12.9 million in the three months ended September 30, 2019. These restructuring charges relate primarily to severance and related costs associated with headcount reductions as well as a lease abandonment charges related to the closure of three offices. These charges include $0.6 million of stock-based compensation related to modifications of existing awards granted to certain employees included in the restructuring. We cannot guarantee the restructuring program will achieve its intended result. Risks associated with this restructuring program also include additional unexpected costs, adverse effects on employee morale and the failure to meet operational and growth targets due to the loss of key employees, any of which may impair our ability to achieve anticipated results of operations or otherwise harm our business.
Income Tax Expense
Income tax expense was $0.5 million in the three months ended September 30, 2019 compared to expense of $1.3 million in the three months ended September 30, 2018. The income tax expense for the three months ended September 30, 2019 relates primarily to current foreign taxes.
Six months ended September 30, 2019 compared to six months ended September 30, 2018
Revenues
Total revenues decreased $15.5 million, or 4%, from $345.3 million in the six months ended September 30, 2018 to $329.8 million in the six months ended September 30, 2019.
Software and Products Revenue. Software and products revenue decreased $12.3 million, or 8%, from $144.6 million in the six months ended September 30, 2018 to $132.3 million in the six months ended September 30, 2019. Software and products revenue represented 40% of our total revenues in the six months ended September 30, 2019 and 42% in the six months ended September 30, 2018.
We track software and products revenue on a geographic basis. The geographic regions that are tracked are the Americas (United States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China, Japan). Americas, EMEA and APAC represented 51%, 32% and 17% of total software and products revenue, respectively, for the six months ended September 30, 2019. The year over year decline of software and products revenue in the Americas was 20% while EMEA and APAC increased 8% and 4%, respectively.
The decrease in Americas software and products revenue was primarily the result of a decrease in the number of enterprise revenue transactions partially offset by an increase in the average enterprise transaction selling price.
EMEA software and products revenue increased primarily as a result of an increase in both the number and average selling price of enterprise revenue transactions. Using exchange rates from the prior year, the increase in software and products revenue would have been 13%.

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The increase in APAC software and products revenue was primarily due to an increase in enterprise revenue driven by an increase in both the number of enterprise revenue transactions and in the average enterprise revenue transaction size. Using exchange rates from the prior year, the increase in software and products revenue would have been 9%.
Software and products revenue derived from enterprise transactions (transactions greater than $0.1 million) represented 63% of our software and products revenue in the six months ended September 30, 2019 and 62% of our software and products revenue in the six months ended September 30, 2018. Enterprise transactions decreased by $6.3 million, or 7%, in the six months ended September 30, 2019 compared to the six months ended September 30, 2018. This was driven by a 22% decrease in the number of enterprise transactions. The average dollar amount of such transactions was approximately $313 thousand in the six months ended September 30, 2019 and $262 thousand in the six months ended September 30, 2018.
Services Revenue. Services revenue decreased $3.2 million, or 2%, from $200.7 million in the six months ended September 30, 2018 to $197.5 million in the six months ended September 30, 2019. Services revenue represented 60% of our total revenues in the six months ended September 30, 2019 and 58% in the six months ended September 30, 2018. The decrease in services revenue is due to a $2.7 million decrease in training and consulting service revenue and a $0.5 million decreased in revenue from customer support agreements.
Cost of Software and Products Revenues. Total cost of software and products revenues increased $5.7 million, from $9.2 million in the six months ended September 30, 2018 to $14.9 million in the six months ended September 30, 2019. Cost of software and product revenue represented 11% of software and product revenue in the six months ended September 30, 2019 compared to 6% in the six months ended September 30, 2018. The increase in cost of software and products revenue is related to additional hardware and software royalty costs associated with our appliance and hyperscale product offerings. As sales of our appliances and hyperscale products continue to ramp, we expect the cost of software and products as a percentage of software and products revenue will increase.
Cost of Services Revenues. Total cost of services revenues decreased $0.2 million, from $45.3 million in the six months ended September 30, 2018 to $45.1 million in the six months ended September 30, 2019. The gross margin of our services revenue was 77% for the both the six months ended September 30, 2019 and 2018.
Operating Expenses
Sales and Marketing. Sales and marketing expenses decreased $18.8 million, or 10%, from $187.1 million in the six months ended September 30, 2018 to $168.3 million in the six months ended September 30, 2019. The decrease is due to a $22.1 million decrease in employee compensation and related expenses mainly attributable to our restructuring and reorganization initiatives. The decrease was partially offset by an increase in marketing related expenses. Sales and marketing expenses as a percentage of total revenues was 51% and 54% in the six months ended September 30, 2019 and 2018, respectively.
Research and Development. Research and development expenses decreased $0.9 million, or 2% , from $47.7 million in the six months ended September 30, 2018 to $46.8 million in the six months ended September 30, 2019. The decrease is primarily due to a decline in employee related costs. Research and development expenses as a percentage of total revenues was 14% in both the six months ended September 30, 2019 and 2018.
General and Administrative. General and administrative expenses decreased $0.8 million, or 2%, from $48.1 million in the six months ended September 30, 2018 to $47.3 million in the six months ended September 30, 2019. General and administrative expenses in the six months ended September 30, 2019 includes $7.6 million of costs related to a non-routine shareholder matter and $1.3 million in acquisition costs. General and administrative expenses as a percentage of total revenues was 14% in both the six months ended September 30, 2019 and 2018.
Restructuring.  In fiscal 2019 we initiated a restructuring plan to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas.  Restructuring expenses were $16.9 million in the six months ended September 30, 2019. These restructuring charges relate primarily to severance and related costs associated with headcount reductions as well as a lease abandonment charges related to the closure of 3 offices. These charges include $1.0 million of stock-based compensation related to modifications of existing awards granted to certain employees included in the restructuring. We cannot guarantee the restructuring program will achieve its intended result. Risks associated with this restructuring program also include additional unexpected costs, adverse effects on employee morale and the failure to meet operational and growth targets due to the loss of key employees, any of which may impair our ability to achieve anticipated results of operations or otherwise harm our business.

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Income Tax Expense
Income tax expense was $2.6 million in the six months ended September 30, 2019 compared to expense of $3.9 million in the six months ended September 30, 2018. The income tax expense for the six months ended September 30, 2019 relates primarily to current foreign taxes.

Liquidity and Capital Resources
As of September 30, 2019, our cash and cash equivalents balance of $377.6 million primarily consisted of cash. In addition, as of September 30, 2019 we have short-term investments invested in U.S. Treasury Bills totaling $97.6 million. In recent fiscal years, our principal source of liquidity has been cash provided by operations.
On October 1, 2019, we closed on the acquisition of Hedvig, Inc. In connection with the closing we made $165.5 million of payments from our cash balance.
As of September 30, 2019, the amount of cash and cash equivalents held outside of the United States by our foreign legal entities was approximately $164.1 million. These balances are dispersed across many international locations around the world. We believe that such dispersion meets the current and anticipated future liquidity needs of our foreign legal entities. In the event we needed to repatriate funds from outside of the United States, such repatriation would likely be subject to restrictions by local laws and/or tax consequences including foreign withholding taxes.
During the six months ended September 30, 2019, we repurchased $40.0 million of common stock shares under our share repurchase program. Under our stock repurchase program, repurchased shares are constructively retired and returned to unissued status. Our stock repurchase program has been funded by our existing cash and cash equivalent balances as well as cash flows provided by our operations. As of September 30, 2019, $160.0 million remained in the Company's current stock repurchase authorization which expires March 31, 2020.
Our future stock repurchase activity is subject to the business judgment of our management and Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows and other anticipated capital requirements or investment alternatives. Our stock repurchase program reduces the dilutive impact on our common shares outstanding associated with stock option exercises and our previous public and private stock offerings through the repurchase of common stock.
Our summarized cash flow information is as follows (in thousands):
 
 
Six Months Ended September 30,
 
 
2019
 
2018
Net cash provided by operating activities
 
$
55,119

 
$
42,530

Net cash provided by (used in) investing activities
 
31,262

 
(3,280
)
Net cash used in financing activities
 
(33,701
)
 
(8,677
)
Effects of exchange rate-changes in cash
 
(3,047
)
 
(8,176
)
Net increase in cash and cash equivalents
 
$
49,633

 
$
22,397


Net cash provided by operating activities was $55.1 million in the six months ended September 30, 2019 and $42.5 million in the six months ended September 30, 2018. In the six months ended September 30, 2019, cash provided by operating activities was primarily due to net loss adjusted for the impact of non-cash charges and collection of accounts receivable, partially offset by decreases in deferred revenue and accrued expenses.
Net cash provided by investing activities was $31.3 million for the six months ended September 30, 2019 and net cash used in investing activities was $3.3 million in the six months ended September 30, 2018. In the six months ended September 30, 2019, cash provided by investing activities was related to the net proceeds from the maturity of short-term investments of $32.7 million partially offset by $1.5 million of capital expenditures.

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Net cash used in financing activities was $33.7 million in the six months ended September 30, 2019 and $8.7 million in the six months ended September 30, 2018. The cash used in financing activities in the six months ended September 30, 2019 was the result of $40.0 million of repurchases of common shares partially offset by $6.3 million of proceeds from the exercise of stock options and purchases related to our employee stock purchase program.
Working capital decreased $24.0 million from $328.7 million as of March 31, 2019 to $304.6 million as of September 30, 2019. The net decrease in working capital is due primarily to our use of cash to repurchase common shares partially offset by the collection of trade receivables and a decrease in deferred revenue.
We believe that our existing cash, cash equivalents and our cash from operations will be sufficient to meet our anticipated cash needs for working capital, income taxes, capital expenditures and potential stock repurchases for at least the next twelve months. We may seek additional funding through public or private financings or other arrangements during this period. Adequate funds may not be available when needed or may not be available on terms favorable to us, or at all. If additional funds are raised by issuing equity securities, dilution to existing stockholders will result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop or enhance our products or services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.
Off-Balance Sheet Arrangements
As of September 30, 2019 we do not have off-balance sheet financing arrangements, including any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Indemnifications
Certain of our software licensing agreements contain certain provisions that indemnify our customers from any claim, suit or proceeding arising from alleged or actual intellectual property infringement. These provisions continue in perpetuity along with our software licensing agreements. We have never incurred a liability relating to one of these indemnification provisions in the past and we believe that the likelihood of any future payout relating to these provisions is remote. Therefore, we have not recorded a liability during any period related to these indemnification provisions.
Impact of Recently Issued Accounting Standards

See Note 2 of the unaudited consolidated financial statements for a discussion of the impact of recently issued accounting standards.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
As of September 30, 2019, our cash and cash equivalents and short-term investments consisted primarily of money market funds and U.S. Treasury Bills. Due to the short-term nature of these investments, we are not subject to any material interest rate risk on these balances.
Foreign Currency Risk
Economic Exposure
As a global company, we face exposure to adverse movements in foreign currency exchange rates. Our international sales are generally denominated in foreign currencies and this revenue could be materially affected by currency fluctuations. Approximately 49% of our sales were outside the United States for the six months ended September 30, 2019. Our primary exposures are to fluctuations in exchange rates for the U.S. dollar versus the Euro, and to a lesser extent, the Australian dollar, British pound sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations. Historically, we have periodically reviewed and revised the pricing of our products available to our customers in foreign countries and we have not maintained excess cash balances in foreign accounts.

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Transaction Exposure
Our exposure to foreign currency transaction gains and losses is primarily the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary. Our foreign subsidiaries conduct their businesses in local currency and we generally do not maintain excess U.S. dollar cash balances in foreign accounts.
Foreign currency transaction gains and losses are recorded in “General and administrative expenses” in the Consolidated Statements of Operations. We recognized a net foreign currency transaction gain of $0.1 million and a loss of less than $0.1 million in the three and six months ended September 30, 2019. We recognized net foreign currency transaction gains of $0.2 million and $0.7 million in the three and six months ended September 30, 2018. The net foreign currency transaction gains and losses recorded in “General and administrative” expenses include settlement gains and losses on forward contracts disclosed below.
Item 4 - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 30, 2019. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of