cvlt-20220125
0001169561false00011695612022-01-252022-01-25


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

Date of Report (Date of earliest event reported) January 25, 2022

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COMMVAULT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware1-3302622-3447504
(State or other jurisdiction
of incorporation)
(Commission
file number)
(I.R.S. Employer
Identification No.)

1 Commvault Way
Tinton Falls, New Jersey 07724
(Address of principal executive offices, including 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCVLTThe Nasdaq Stock Market

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 January 25, 2022, Commvault Systems, Inc. issued a press release announcing its results for its third fiscal quarter ended December 31, 2021. 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 January 25, 2022




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:January 25, 2022/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 2022 Third Quarter Financial Results
--- Record total revenue up 8% year over year ---
--- Annualized recurring revenue (ARR) up 11% year over year ---
--- $85 million of share repurchases ---

Third quarter highlights include:

Third quarter
GAAP Results:
Revenues
$202.4 million
Income from Operations (EBIT)$12.4 million
EBIT Margin6.1%
Diluted Earnings Per Share$0.21
Non-GAAP Results:
Income from Operations (EBIT)$43.1 million
EBIT Margin21.3%
Diluted Earnings Per Share
$0.67



Tinton Falls, N.J. – January 25, 2022 – Commvault [NASDAQ: CVLT] today announced its financial results for the third quarter ended December 31, 2021.

"The team executed well across the board, delivering another record quarter,” said Sanjay Mirchandani, President and CEO. "Increasingly, customers are turning to us because we provide one platform for software and SaaS offerings to address a multitude of data management needs. This is fueling our growth and accelerating our journey to a cloud-first recurring revenue model."

Total revenues for the third quarter of fiscal 2022 were $202.4 million, an increase of 8% year over year. Total recurring revenue was $164.4 million, representing 81% of total revenue.




Annualized recurring revenue (ARR), which is the annualized value of all active Commvault recurring revenue streams at the end of the reporting period, was $561.2 million as of December 31, 2021, up 11% from December 31, 2020.

Software and products revenue was $98.6 million, an increase of 11% year over year. The year over year increase in software and products revenue was driven by a 24% increase in larger deals (deals greater than $0.1 million in software and products revenue).

Larger deal revenue (deals with greater than $0.1 million in software and products revenue) represented 76% of our software and products revenue in the three months ended December 31, 2021. The number of larger deal revenue transactions increased 20% year over year to 225 deals for the three months ended December 31, 2021. The average dollar amount of larger deal revenue transactions was approximately $332,000.

Services revenue in the quarter was $103.8 million, an increase of 4% year over year. The increase in services revenue was driven primarily by the increase in Metallic software as a service revenue.

On a GAAP basis, income from operations (EBIT) was $12.4 million for the third quarter compared to $2.7 million in the prior year. Non-GAAP EBIT was $43.1 million in the quarter compared to $37.3 million in the prior year.

Operating cash flow totaled $26.8 million for the third quarter of fiscal 2022 compared to $17.0 million in the prior year quarter. Total cash and short-term investments were $233.7 million as of December 31, 2021 compared to $397.2 million as of March 31, 2021.

During the third quarter of fiscal 2022, Commvault repurchased approximately 1.3 million shares of its common stock totaling $85.3 million at an average price of approximately $65.72 per share.

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 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, 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 Federal Insurance Contribution Act (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. Commvault has also excluded certain costs related to key employees of Hedvig, the gain on the sale of its equity method investment in Laitek, Inc. and, for fiscal year 2021, the noncash amortization of intangible assets and the impairment of the intangible assets 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.

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.

Due to the limitations related to the use of non-GAAP measures, Commvault’s management assists investors by providing a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial



measure. Further, Commvault's 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 incorporates 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, January 25, 2022 at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time) to discuss quarterly 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 (NASDAQ: CVLT) liberates business and IT professionals to do amazing things with their data by ensuring the fundamental integrity of their business. Its industry-leading Intelligent Data Services Platform empowers these professionals to store, protect, optimize, and use their data, wherever it lives. Delivering the ultimate in simplicity and flexibility to customers, its Intelligent Data Services Platform is available as software subscription, an integrated appliance, partner-managed, and software as a service—a critical differentiator in the market. For 25 years, more than 100,000 organizations have relied on Commvault, and today, Metallic is accelerating customer adoption to modernize their environments as they look to SaaS for the future. Driven by its values—Connect, Inspire, Care, and Deliver—Commvault employs more than 2,700 highly-skilled individuals around the world. Visit Commvault.com or follow us at @Commvault.

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, the 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 on Form 10-K and "Item 1A. Risk Factors" in our most recent quarterly report on 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.


©1999-2022 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 December 31,Nine Months Ended December 31,
 2021202020212020
Revenues:
Software and products$98,575 $88,625 $255,998 $237,488 
Services103,806 99,367 307,644 294,643 
Total revenues202,381 187,992 563,642 532,131 
Cost of revenues:
Software and products4,271 6,916 9,471 20,666 
Services25,692 21,496 72,341 59,096 
Total cost of revenues29,963 28,412 81,812 79,762 
Gross margin172,418 159,580 481,830 452,369 
Operating expenses:
Sales and marketing89,217 84,542 248,506 245,287 
Research and development39,257 35,727 113,118 97,824 
General and administrative29,132 22,702 80,919 69,009 
Restructuring — 11,618 2,082 19,709 
Impairment of intangible assets— — — 40,700 
Depreciation and amortization2,451 2,323 7,084 12,441 
Total operating expenses160,057 156,912 451,709 484,970 
Income (loss) from operations12,361 2,668 30,121 (32,601)
Interest income120 167 543 759 
Interest expense(19)— (19)— 
Other income, net564 — 564 — 
Income (loss) before income taxes13,026 2,835 31,209 (31,842)
Income tax expense3,018 1,162 5,573 5,373 
Net income (loss)$10,008 $1,673 $25,636 $(37,215)
Net income (loss) per common share:
Basic$0.22 $0.04 $0.56 $(0.80)
Diluted$0.21 $0.03 $0.54 $(0.80)
Weighted average common shares outstanding:
Basic45,242 47,013 45,720 46,575 
Diluted46,719 48,013 47,552 46,575 













Table II

Commvault Systems, Inc.

Consolidated Balance Sheets
(In thousands)
(Unaudited)
 December 31,March 31,
 20212021
ASSETS
Current assets:
Cash and cash equivalents$233,691 $397,237 
Trade accounts receivable, net213,040 188,126 
Other current assets20,310 22,237 
Total current assets467,041 607,600 
Property and equipment, net108,122 112,779 
Operating lease assets16,492 20,778 
Deferred commissions cost46,491 38,444 
Goodwill112,435 112,435 
Other assets17,978 12,137 
Total assets$768,559 $904,173 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$248 $374 
Accrued liabilities106,384 112,148 
Current portion of operating lease liabilities5,615 7,469 
Deferred revenue253,527 253,211 
Total current liabilities365,774 373,202 
Deferred revenue, less current portion134,856 119,231 
Deferred tax liabilities, net754 761 
Long-term operating lease liabilities12,148 15,419 
Other liabilities1,567 1,526 
Total stockholders’ equity253,460 394,034 
Total liabilities and stockholders’ equity$768,559 $904,173 











Table III

Commvault Systems, Inc.

Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 Three Months Ended December 31,Nine Months Ended December 31,
 2021202020212020
Cash flows from operating activities
Net income (loss)$10,008 $1,673 $25,636 $(37,215)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization2,769 2,636 8,027 13,379 
Noncash stock-based compensation28,533 22,037 76,793 61,572 
Noncash change in fair value of equity securities436 — 436 — 
Amortization of deferred commissions cost4,694 4,221 13,344 13,747 
Impairment of operating lease assets— 612 — 1,304 
Impairment of intangible assets— — — 40,700 
Changes in operating assets and liabilities:
Trade accounts receivable, net(53,065)(42,607)(25,546)(38,970)
Operating lease assets and liabilities, net(265)89 (809)(719)
Other current assets and Other assets2,174 (3,027)(2,172)6,955 
Deferred commissions cost(8,955)(5,981)(21,852)(15,946)
Accounts payable73 340 (120)273 
Accrued liabilities22,659 17,635 (3,293)484 
Deferred revenue17,733 20,941 19,564 10,719 
Other liabilities— (1,564)56 2,964 
Net cash provided by operating activities26,794 17,005 90,064 59,247 
Cash flows from investing activities
Proceeds from maturity of short-term investments— — — 32,800 
Purchase of property and equipment(1,335)(2,332)(3,328)(5,994)
Purchase of equity securities(821)— (3,527)— 
Other500 — 500 — 
Net cash (used in) provided by investing activities(1,656)(2,332)(6,355)26,806 
Cash flows from financing activities
Repurchase of common stock(85,322)(33,132)(265,414)(33,132)
Proceeds from stock-based compensation plans427 1,732 23,688 7,003 
Payment of debt issuance costs(609)— (609)— 
Net cash used in financing activities(85,504)(31,400)(242,335)(26,129)
Effects of exchange rate — changes in cash(1,750)11,143 (4,920)21,563 
Net (decrease) increase in cash and cash equivalents(62,116)(5,584)(163,546)81,487 
Cash and cash equivalents at beginning of period295,807 383,153 397,237 296,082 
Cash and cash equivalents at end of period$233,691 $377,569 $233,691 $377,569 








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 December 31,Nine Months Ended December 31,
2021202020212020
Non-GAAP financial measures and reconciliation:
GAAP income (loss) from operations$12,361 $2,668 $30,121 $(32,601)
Noncash stock-based compensation (1)
28,533 20,883 76,421 59,714 
FICA and payroll tax expense related to stock-based compensation (2)
812 724 2,270 1,244 
Restructuring (3)
— 11,618 2,082 19,709 
Hedvig deferred payments (4)1,406 1,406 4,217 4,218 
Amortization of intangible assets (5)— — — 5,650 
Impairment of intangible assets (6)— — — 40,700 
Non-GAAP income from operations$43,112 $37,299 $115,111 $98,634 
GAAP net income (loss)$10,008 $1,673 $25,636 $(37,215)
Noncash stock-based compensation (1)
28,533 20,883 76,421 59,714 
FICA and payroll tax expense related to stock-based compensation (2)
812 724 2,270 1,244 
Restructuring (3)
— 11,618 2,082 19,709 
Hedvig deferred payments (4)1,406 1,406 4,217 4,218 
Amortization of intangible assets (5)— — — 5,650 
Impairment of intangible assets (6)— — — 40,700 
Gain on sale of equity method investment (7)(1,000)— (1,000)— 
Non-GAAP provision for income taxes adjustment (8)(8,532)(8,955)(25,531)(21,464)
Non-GAAP net income$31,227 $27,349 $84,095 $72,556 
Diluted weighted average shares outstanding46,71948,01347,55247,281
Non-GAAP diluted earnings per share$0.67 $0.57 $1.77 $1.53 























Three Months Ended December 31,Nine Months Ended December 31,
2021202020212020
Subscription software and products revenue$70,403 $48,650 $167,526 $138,239 
Perpetual software and products revenue28,172 39,975 88,472 99,249 
Total software and products revenue$98,575 $88,625 $255,998 $237,488 
Subscription as a % of total software and products revenue71%55%65%58%

Three Months Ended December 31,Nine Months Ended December 31,
2021202020212020
Subscription software and products revenue$70,403 $48,650 $167,526 $138,239 
Recurring support and services revenue94,038 91,375 279,797 271,966 
Total recurring revenue$164,441 $140,025 $447,323 $410,205 
Percentage of total revenues81%74%79%77%
Perpetual software and products revenue$28,172 $39,975 $88,472 $99,249 
Non-recurring services revenue9,768 7,992 27,847 22,677 
Total non-recurring revenue$37,940 $47,967 $116,319 $121,926 
Percentage of total revenues19%26%21%23%
Total Revenue (9)$202,381 $187,992 $563,642 $532,131 


Measures at period ending
December 31, 2020March 31, 2021December 31, 2021
Annualized Recurring Revenue (10)$507,242 $517,948 $561,226 



Three Months Ended December 31, 2021
AmericasEMEAAPJTotal
Software and Products Revenue$57,538 $32,949 $8,088 $98,575 
Customer Support Revenue50,163 26,018 9,826 86,007 
Other Services Revenue10,620 5,234 1,945 17,799 
Total Revenue$118,321 $64,201 $19,859 $202,381 

Three Months Ended December 31, 2020
AmericasEMEAAPJTotal
Software and Products Revenue$43,636 $33,374 $11,615 $88,625 
Customer Support Revenue53,488 25,808 10,386 89,682 
Other Services Revenue5,031 3,332 1,322 9,685 
Total Revenue$102,155 $62,514 $23,323 $187,992 




Nine Months Ended December 31, 2021
AmericasEMEAAPJTotal
Software and Products Revenue$153,510 $76,570 $25,918 $255,998 
Customer Support Revenue153,244 79,080 30,105 262,429 
Other Services Revenue27,323 12,776 5,116 45,215 
Total Revenue$334,077 $168,426 $61,139 $563,642 
Nine Months Ended December 31, 2020
AmericasEMEAAPJTotal
Software and Products Revenue$133,522 $74,232 $29,734 $237,488 
Customer Support Revenue162,903 74,029 30,840 267,772 
Other Services Revenue13,938 8,971 3,962 26,871 
Total Revenue$310,363 $157,232 $64,536 $532,131 



Three Months Ended December 31, 2021Nine Months Ended December 31, 2021
SequentialYear Over YearYear Over Year
Non-GAAP software and products revenue reconciliation
  GAAP software and products revenue $98,575 $98,575 $255,998 
      Adjustment for currency impact1,3601,512(2,404)
Non-GAAP software and products revenue on a constant currency basis (11)
$99,935 $100,087 $253,594 
Three Months Ended December 31, 2021Nine Months Ended December 31, 2021
SequentialYear Over YearYear Over Year
Non-GAAP services revenue reconciliation
  GAAP services revenue$103,806 $103,806 $307,644 
      Adjustment for currency impact978846(4,845)
Non-GAAP services revenue on a constant currency basis (11)
$104,784 $104,652 $302,799 
Three Months Ended December 31, 2021Nine Months Ended December 31, 2021
SequentialYear Over YearYear Over Year
Non-GAAP total revenue reconciliation
  GAAP total revenues$202,381 $202,381 $563,642 
      Adjustment for currency impact2,3382,358(7,249)
Non-GAAP total revenues on a constant currency basis (11)
$204,719 $204,739 $556,393 






Footnotes - Adjustments

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

 
Three Months Ended December 31,Nine Months Ended December 31,
2021202020212020
Cost of services revenue
$1,140 $945 $3,367 $2,351 
Sales and marketing
10,073 9,714 27,355 25,906 
Research and development
9,127 6,203 24,722 17,722 
General and administrative
8,193 4,021 20,977 13,735 
Stock-based compensation expense
$28,533 $20,883 $76,421 $59,714 

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 recent fiscal years, Commvault initiated restructuring plans 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)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.

(5)Represents noncash amortization of intangible assets.

(6)In the second quarter of fiscal 2021, Commvault recorded an 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.

(7)Represents the gain on the sale of Commvault's equity investment in Laitek, Inc.

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

(9)This table includes the following financial metrics that are derived from Commvault’s GAAP recognized revenue:

Subscription software and products revenue - The amounts included on this line include the software and product portion of a) non-cancellable term-based, or subscription, licenses that expire at the end of the contractual term; and b) “pay-as-you-go” utility arrangements based on product usage that are structured with no guaranteed minimums. These revenues are included in Software and Products Revenue on Commvault’s Consolidated Statement of Operations.




Perpetual software and products revenue - 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.

Recurring support and services revenue - The amounts included on this line consist primarily of maintenance and support revenues associated with the sale of both subscription and perpetual software arrangements. This revenue is included in Services Revenue on Commvault’s Consolidated Statement of Operations. This line also includes revenue from software-as-a-service arrangements.

Non-recurring services revenue - 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. 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. Metallic, Commvault's software-as-a-service offering is recognized over time as services revenue.

(10)        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 are annualized by dividing the total contract value by the number of days in the contract term, then multiplying by 365.

ARR should be viewed independently of GAAP revenue, deferred revenue and unbilled revenue and is not intended to be combined with or to replace those items. ARR is not a forecast of future revenue. 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.

(11)     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 2022. 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 tables above.