cvlt-20201027
0001169561false2021Q200011695612020-10-272020-10-27


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

October 27, 2020
(Date of report; date of
earliest event reported)

Commission file number: 1-33026

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COMMVAULT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware22-3447504
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]



Item 2.02 Results of Operations and Financial Condition

    On October 27, 2020, Commvault Systems, Inc. issued a press release announcing its results for its second fiscal quarter ended September 30, 2020. 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 October 27, 2020



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:October 27, 2020/s/ Brian Carolan
Brian Carolan
Vice President and Chief Financial Officer

3

Document

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Investor Relations Contact:    
Michael J. Melnyk, CFA
732-870-4581
mmelnyk@commvault.com


Media Relations Contact:                    
Miranda Foster
732-728-5378     
mfoster@commvault.com      

Commvault Announces Fiscal 2021 Second Quarter Financial Results
--- Annualized recurring revenue (ARR) up 9% year over year ---
--- Second quarter software and products revenue up 5% year over year ---
--- Recurring revenue up 6% year over year ---

Second quarter highlights include:

Second quarter
GAAP Results:
Revenues
$171.1 million
Loss from Operations (EBIT)$(42.0) million
Operating Margin(24.5)%
Diluted Loss Per Share$(0.89)
Non-GAAP Results:
Income from Operations (EBIT)
$28.9 million
EBIT Margin
16.9%
Diluted Earnings Per Share
$0.45



Tinton Falls, N.J. – October 27, 2020 – Commvault [NASDAQ: CVLT] today announced its financial results for the second quarter ended September 30, 2020.

“We are pleased by this quarter’s solid financial performance and are on track to deliver continued growth and operating margin expansion,” said Sanjay Mirchandani, President and CEO, Commvault. “The Commvault portfolio has never been stronger. New product announcements including Commvault HyperScale X, Commvault Disaster Recovery, and Metallic Cloud Storage Service represent a series of first-mover advantages, addressing critical needs like cloud transformation and ransomware.”
Total revenues for the second quarter of fiscal 2021 were $171.1 million, an increase of 2% year over year and a decrease of 1% sequentially. Total recurring revenue was $129.1 million, an increase of 6% year over year.




Annualized recurring revenue (ARR), which is the annualized value of all active Commvault recurring revenue streams at the end of the reporting period, was $483.5 million as of September 30, 2020, up 9% from September 30, 2019.

Software and products revenue was $72.3 million, an increase of 5% year over year and a decrease of 6% sequentially. The year over year increase in software and products revenue was driven by an 8% increase in larger deals (deals greater than $0.1 million in software and products revenue).

Services revenue in the quarter was $98.8 million, flat year over year and an increase of 2% sequentially.

On a GAAP basis, loss from operations was $42.0 million for the second quarter compared to a loss of $8.2 million in the prior year. The current quarter loss was driven by $40.7 million of non-cash impairment charges of intangible assets recognized in the acquisition of Hedvig, Inc. The impairments are primarily due to a moderated view of the acquisition assumptions. The Hedvig technology has now been fully integrated into Hyperscale X software and appliances. The integration of this technology will lessen reliance on third party vendors, begin driving meaningful gross margin expansion on our Hyperscale technology, and improve the customer experience. Non-GAAP EBIT, which excludes the non-cash impairment charges, was $28.9 million in the quarter compared to $24.8 million in the prior year.

Operating cash flow totaled $27.0 million for the second quarter of fiscal 2021 compared to $24.0 million in the prior year quarter. Total cash and short-term investments were $394.0 million as of September 30, 2020 compared to $339.7 million as of March 31, 2020.

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, non-GAAP diluted earnings per share and annualized recurring revenue (ARR). 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 and products, 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.

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 as well as restructuring costs. In fiscal 2020, Commvault also excluded costs related to a non-routine shareholder matter. Commvault has also excluded the noncash amortization and impairment of intangible assets and certain costs related to key employees of Hedvig 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. 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.

Amortization and impairment charges of intangible assets are noncash items. Commvault believes the exclusion of these expenses provide for a useful comparison of operating results to prior periods and to 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 that 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 the 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 earnings per share (EPS). In addition to the adjustments discussed in non-GAAP income from operations, non-GAAP net income and non-GAAP diluted EPS incorporate a non-GAAP effective tax rate of 27%.

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. 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 considers non-GAAP net income and non-GAAP diluted EPS useful metrics for Commvault management and its investors for the same basic 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, October 27, 2020, 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). The live webcast can be accessed under the "Events" section of Commvault's website. 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.


©1999-2020 Commvault Systems, Inc. All rights reserved. Commvault, Commvault and logo, the "C hexagon” logo, Commvault Systems, Commvault HyperScale, ScaleProtect, Commvault OnePass, Unified Data Management, Quick Recovery, QR, CommNet, GridStor, Vault Tracker, InnerVault, Quick Snap, QSnap, IntelliSnap, Recovery Director, CommServe, CommCell, APSS, Commvault Edge, Commvault GO, Commvault Advantage, Commvault Complete, Commvault Activate, Commvault Orchestrate, Commvault Command Center, Hedvig, Universal Data Plane, the “Cube” logo, Metallic, the “M Wave” logo, Be Ready 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 September 30,Six Months Ended September 30,
 2020201920202019
Revenues:
Software and products$72,309 $68,595 $148,863 $132,269 
Services98,830 98,987 195,276 197,516 
Total revenues171,139 167,582 344,139 329,785 
Cost of revenues:
Software and products7,903 8,831 13,750 14,861 
Services18,896 22,410 37,600 45,100 
Total cost of revenues26,799 31,241 51,350 59,961 
Gross margin144,340 136,341 292,789 269,824 
Operating expenses:
Sales and marketing79,069 80,960 160,745 168,345 
Research and development30,955 23,227 62,097 46,807 
General and administrative24,748 24,753 46,307 47,260 
Restructuring 5,767 12,851 8,091 16,930 
Impairment of intangible assets40,700 — 40,700 — 
Depreciation and amortization5,053 2,719 10,118 5,325 
Total operating expenses186,292 144,510 328,058 284,667 
Loss from operations(41,952)(8,169)(35,269)(14,843)
Interest income249 1,561 592 3,484 
Loss before income taxes(41,703)(6,608)(34,677)(11,359)
Income tax expense (benefit)(532)476 4,211 2,571 
Net loss$(41,171)$(7,084)$(38,888)$(13,930)
Net loss per common share:
Basic$(0.89)$(0.16)$(0.84)$(0.31)
Diluted$(0.89)$(0.16)$(0.84)$(0.31)
Weighted average common shares outstanding:
Basic46,516 45,277 46,354 45,363 
Diluted46,516 45,277 46,354 45,363 














Table II

Commvault Systems, Inc.

Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 September 30,March 31,
 20202020
ASSETS
Current assets:
Cash and cash equivalents$383,153 $288,082 
Restricted cash— 8,000 
Short-term investments10,845 43,645 
Trade accounts receivable, net138,957 146,990 
Other current assets26,038 26,969 
Total current assets558,993 513,686 
Property and equipment, net113,014 114,519 
Operating lease assets18,691 15,009 
Deferred commissions cost32,726 31,394 
Intangible assets, net— 46,350 
Goodwill112,435 112,435 
Other assets16,119 11,683 
Total assets$851,978 $845,076 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable$253 $307 
Accrued liabilities79,112 87,051 
Current portion of operating lease liabilities7,563 7,699 
Deferred revenue227,777 233,497 
Total current liabilities314,705 328,554 
Deferred revenue, less current portion97,506 92,723 
Deferred tax liabilities, net739 849 
Long-term operating lease liabilities12,574 8,808 
Other liabilities6,978 2,238 
Total stockholders’ equity419,476 411,904 
Total liabilities and stockholders’ equity$851,978 $845,076 











Table III

Commvault Systems, Inc.

Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 Three Months Ended September 30,Six Months Ended September 30,
 2020201920202019
Cash flows from operating activities
Net loss$(41,171)$(7,084)$(38,888)$(13,930)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization5,365 3,136 10,743 6,054 
Noncash stock-based compensation20,584 14,857 39,535 29,607 
Impairment of intangible assets40,700 — 40,700 — 
Amortization of deferred commissions cost4,959 4,227 9,526 8,730 
Impairment of operating lease assets225 1,332 692 2,050 
Changes in operating assets and liabilities:
Trade accounts receivable15,021 2,460 3,637 45,625 
Operating lease assets and liabilities, net(288)(806)(808)42 
Other current assets and Other assets2,693 4,085 9,982 (1,796)
Deferred commissions cost(4,319)(3,593)(9,965)(6,962)
Accounts payable92 792 (67)(425)
Accrued liabilities(9,452)9,023 (17,151)(1,015)
Deferred revenue(9,679)(4,157)(10,222)(12,079)
Other liabilities2,227 (293)4,528 (782)
Net cash provided by operating activities26,957 23,979 42,242 55,119 
Cash flows from investing activities
Purchase of short-term investments— — — (32,800)
Proceeds from maturity of short-term investments— 32,706 32,800 65,519 
Purchase of property and equipment(2,019)(616)(3,662)(1,457)
Net cash provided by (used in) investing activities(2,019)32,090 29,138 31,262 
Cash flows from financing activities
Repurchase of common stock— — — (40,026)
Proceeds from stock-based compensation plans5,040 5,662 5,271 6,325 
Net cash provided by (used in) financing activities5,040 5,662 5,271 (33,701)
Effects of exchange rate — changes in cash7,743 (4,927)10,420 (3,047)
Net increase in cash, cash equivalents and restricted cash37,721 56,804 87,071 49,633 
Cash, cash equivalents and restricted cash at beginning of period345,432 320,821 296,082 327,992 
Cash, cash equivalents and restricted cash at end of period$383,153 $377,625 $383,153 $377,625 











Table IV
    
Commvault Systems, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures and Other Financial Information
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30,Six Months Ended September 30,
2020201920202019
Non-GAAP financial measures and reconciliation:
GAAP loss from operations$(41,952)$(8,169)$(35,269)$(14,843)
Noncash stock-based compensation (1)
19,937 14,252 38,831 28,634 
FICA and payroll tax expense related to stock-based compensation (2)
188 225 520 640 
Restructuring (3)
5,767 12,851 8,091 16,930 
Non-routine shareholder matters (4)
— 4,325 — 7,628 
Amortization of intangible assets (5)
2,825 — 5,650 — 
Hedvig deferred payments (6)
1,406 — 2,812 — 
Acquisition costs (7)— 1,283 — 1,283 
Impairment of intangible assets (8)40,700 — 40,700 — 
Non-GAAP income from operations$28,871 $24,767 $61,335 $40,272 
GAAP net loss$(41,171)$(7,084)$(38,888)$(13,930)
Noncash stock-based compensation (1)
19,937 14,252 38,831 28,634 
FICA and payroll tax expense related to stock-based compensation (2)
188 225 520 640 
Restructuring (3)
5,767 12,851 8,091 16,930 
Non-routine shareholder matters (4)
— 4,325 — 7,628
Amortization of intangible assets (5)
2,825 — 5,650 — 
Hedvig deferred payments (6)
1,406 — 2,812 — 
Acquisition costs (7)— 1,283— 1,283
Impairment of intangible assets (8)40,700 — 40,700 — 
Non-GAAP provision for income taxes adjustment (9)(8,394)(6,633)(12,509)(9,244)
Non-GAAP net income$21,258 $19,219 $45,207 $31,941 
Diluted weighted average shares outstanding47,10645,71846,82145,946
Non-GAAP diluted net income per share$0.45 $0.42 $0.97 $0.70 




Three Months Ended September 30,Six Months Ended September 30,
2020201920202019
Subscription and Utility Software and Related Support Services$53,045 $40,405 $116,664 $72,694 
Recurring Support and Services76,044 81,372 153,516 163,217 
Total Recurring Revenue$129,089 $121,777 $270,180 $235,911 
Percentage of Total Revenues75%73%79%72%
Perpetual Software and Product Revenue$33,914 $37,852 $59,274 $77,969 
Other Professional Services8,136 7,953 14,685 15,905 
Total Non-recurring Revenue$42,050 $45,805 $73,959 $93,874 
Percentage of Total Revenues25%27%21%28%
Total Revenue (10)$171,139 $167,582 $344,139 $329,785 



Measures at period ending ($000s)
September 30, 2019March 31, 2020September 30, 2020
Annualized Recurring Revenue (11)$443,064 $451,667 $483,455 



Three Months Ended September 30, 2020
AmericasEMEAAPJTotal
Software and Products Revenue$39,241 $22,063 $11,005 $72,309 
Customer Support Revenue54,177 24,911 10,359 89,447 
Other Services Revenue4,794 3,084 1,505 9,383 
Total Revenue$98,212 $50,058 $22,869 $171,139 
Three Months Ended September 30, 2019
AmericasEMEAAPJTotal
Software and Products Revenue$35,863 $21,440 $11,292 $68,595 
Customer Support Revenue57,864 21,906 10,233 90,003 
Other Services Revenue4,430 2,680 1,874 8,984 
Total Revenue$98,157 $46,026 $23,399 $167,582 

Six Months Ended September 30, 2020
AmericasEMEAAPJTotal
Software and Products Revenue$89,886 $40,858 $18,119 $148,863 
Customer Support Revenue109,415 48,221 20,454 178,090 
Other Services Revenue8,907 5,639 2,640 17,186 
Total Revenue$208,208 $94,718 $41,213 $344,139 



Six Months Ended September 30, 2019
AmericasEMEAAPJTotal
Software and Products Revenue$67,084 $42,815 $22,370 $132,269 
Customer Support Revenue115,594 43,573 20,318 179,485 
Other Services Revenue9,296 5,362 3,373 18,031 
Total Revenue$191,974 $91,750 $46,061 $329,785 



Three Months Ended September 30, 2020Six Months Ended September 30, 2020
SequentialYear Over YearYear Over Year
Non-GAAP software and products revenue reconciliation
  GAAP software and products revenue $72,309 $72,309 $148,863 
      Adjustment for currency impact(1,441)(1,118)(709)
Non-GAAP software and products revenue on a constant currency basis (12)
$70,868 $71,191 $148,154 
Three Months Ended September 30, 2020Six Months Ended September 30, 2020
SequentialYear Over YearYear Over Year
Non-GAAP services revenue reconciliation
  GAAP services revenue$98,830 $98,830 $195,276 
      Adjustment for currency impact(2,281)(1,618)(425)
Non-GAAP services revenue on a constant currency basis (12)
$96,549 $97,212 $194,851 
Three Months Ended September 30, 2020Six Months Ended September 30, 2020
SequentialYear Over YearYear Over Year
Non-GAAP total revenue reconciliation
  GAAP total revenues$171,139 $171,139 $344,139 
      Adjustment for currency impact(3,722)(2,736)(1,134)
Non-GAAP total revenues on a constant currency basis (12)
$167,417 $168,403 $343,005 






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 September 30,Six Months Ended September 30,
2020201920202019
Cost of services revenue
$740 $698 $1,406 $1,388 
Sales and marketing
8,988 7,359 16,192 15,005 
Research and development
5,578 2,011 11,519 4,004 
General and administrative
4,631 4,184 9,714 8,237 
Stock-based compensation expense
$19,937 $14,252 $38,831 $28,634 

The table above excludes 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 offices. Restructuring includes stock-based compensation 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 help investors and financial analysts understand Commvault's operating results and underlying operational trends as compared to prior periods.

(4)During fiscal 2020, 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)Represents noncash amortization of intangible assets.

(6)In connection with the acquisition of Hedvig Inc., certain Hedvig shareholders will receive cash payments for the 30 months following the date of acquisition, subject to their continued employment with Commvault. While these payments are proportionate to these shareholders' ownership of Hedvig, under GAAP they are accounted for as compensation expense within Research and development expenses over the course of the 30 month service period. Management believes, when used as a supplement to GAAP results, that the exclusion of these non-routine expenses will help investors and financial analysts understand Commvault's operating results and underlying operational trends as compared to prior periods.

(7)During the second quarter of fiscal 2020, Commvault incurred costs related to the acquisition of Hedvig, Inc. 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 other periods.

(8)In the second quarter of fiscal 2021, Commvault recorded impairment of its acquired intangible assets. These non-cash charges are not representative of ongoing costs to the business and are not expected to recur. As a result, these charges are being excluded to provide investors with a more comparable measure of costs associated with ongoing operations.





(9)The provision for income taxes is adjusted to reflect Commvault’s estimated non-GAAP effective tax rate of 27%.

(10)This table includes the following financial metrics that are 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 revenue from the sale of perpetual software licenses. 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 reviewing these metrics, in addition to GAAP results, helps investors and financial analysts understand the recurring 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)        Annualized Recurring Revenue (ARR) is defined as the annualized recurring value of all active contracts at the end of a reporting period. It includes the following contract types: subscription agreements (including utility), maintenance contracts related to perpetual licenses, other extended maintenance contracts (enterprise support), managed services, and Metallic. It excludes any element of the deal arrangement that is not expected to recur, primarily perpetual licenses and most professional services. Contracts will be annualized by dividing the total contract value by the number of days in the contract term, then multiplying by 365.

Management believes that reviewing this metric, in addition to GAAP results, helps investors and financial analysts understand the value of Commvault's recurring revenue streams versus prior periods.


(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 2021. 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.