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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) October 29, 2024

CVLTlogo.jpg
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 29, 2024, Commvault issued a press release announcing its results for its second fiscal quarter ended September 30, 2024. 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:

Exhibit No.Description
Press Release dated October 29, 2024
104Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document)
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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 29, 2024/s/ Jennifer DiRico
Jennifer DiRico
Chief Financial Officer
(Principal Financial Officer)

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


Commvault Announces Fiscal 2025 Second Quarter Financial Results


Tinton Falls, N.J. – October 29, 2024 – Commvault [Nasdaq: CVLT] today announced its financial results for the fiscal second quarter ended September 30, 2024.

“Keeping customers resilient and their businesses continuous has never been more critical than it is today,” said Sanjay Mirchandani, President and CEO. “Our strong execution and increasing demand for our innovative Commvault Cloud platform has not only resulted in our fourth consecutive quarter of double-digit revenue growth, but it has given us the confidence to once again raise our outlook for the full fiscal year.”

Fiscal 2025 Second Quarter Highlights -
•Total revenues were $233.3 million, up 16% year over year
•Total annualized recurring revenue (ARR)1 grew to $853 million, up 20% year over year
•Subscription revenue was $134.0 million, up 37% year over year
•Subscription ARR1 grew to $687 million, up 30% year over year
•Income from operations (EBIT) was $15.0 million, an operating margin of 6.4%
•Non-GAAP EBIT2 was $47.7 million, an operating margin of 20.5%
•Operating cash flow was $55.6 million, with free cash flow2 of $53.7 million
•Second quarter share repurchases were $51.9 million, or approximately 363,000 shares of common stock










Notes are contained on the last page of this Press Release.
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Financial Outlook for Third Quarter and Full Year Fiscal 20253 -
We are providing the following guidance for the third quarter of fiscal year 2025:
•Total revenues are expected to be between $243 million and $247 million
•Subscription revenue is expected to be between $143 million and $147 million
•Non-GAAP operating margin2 is expected to be between 20% and 21%

We are providing the following updated guidance for the full fiscal year 2025:
•Total revenues are expected to be between $952 million and $957 million
•Total ARR1 is expected to grow 18% year over year
•Subscription revenue is expected to be between $552 million and $557 million
•Subscription ARR1 is expected to grow between 26% and 28% year over year
•Non-GAAP operating margin2 is expected to be between 20% and 21%
•Free cash flow2 is expected to be at least $200 million
The above statements are based on the incorporation of actual second quarter results, current targets and the acquisition of Clumio, Inc. which closed on October 1, 2024. These statements are forward looking and made pursuant to the safe harbor provisions discussed in detail below. We do not undertake any obligation to update these forward-looking statements. Actual results may differ materially from anticipated results.

Conference Call Information
Commvault will host a conference call today, October 29, 2024 at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time) to discuss quarterly results. The live webcast and call dial-in numbers can be accessed by registering under the "News & Events" section of Commvault's website at ir.commvault.com under the "Investor Events" heading. An archived webcast of this conference call will also be available following the call.

About Commvault
Commvault (NASDAQ: CVLT) is the gold standard in cyber resilience, helping more than 100,000 organizations keep data safe and businesses resilient and moving forward. Today, Commvault offers the only cyber resilience platform that combines the best data security and rapid recovery at enterprise scale across any workload, anywhere—at the lowest TCO.


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 1A. 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.









Notes are contained on the last page of this Press Release.
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Revenue Overview
($ in thousands)
Q2'24Q3'24Q4'24Q1'25Q2'25
Revenue Summary:
Subscription$97,757 $114,247 $119,873 $124,080 $134,038 
Perpetual license14,388 14,874 15,196 13,736 10,522 
Customer support77,019 76,812 77,025 76,288 77,688 
Other services11,833 10,875 11,198 10,568 11,030 
Total revenues$200,997 $216,808 $223,292 $224,672 $233,278 

Q2'24Q3'24Q4'24Q1'25Q2'25
Y/Y Growth:
Subscription25 %31 %27 %28 %37 %
Perpetual license(27)%(25)%(13)%4 %(27)%
Customer support(1)%(1)%— %(1)%1 %
Other services(1)%6 %(20)%(2)%(7)%
Total revenues7 %11 %10 %13 %16 %

Constant Currency
($ in thousands)

The constant currency impact is calculated using the average foreign exchange rates from the prior year period and applying these rates to foreign-denominated revenues in the current corresponding period. 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. The non-GAAP financial measures presented in this press release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.
SubscriptionPerpetual licenseCustomer supportOther servicesTotal
Q2'24 Revenue as Reported (GAAP)
$97,757$14,388$77,019$11,833$200,997
Q2'25 Revenue as Reported (GAAP)
$134,038$10,522$77,688$11,030$233,278
% Change Y/Y (GAAP)37 %(27)%1 %(7)%16 %
Constant Currency Impact$(924)$(112)$(408)$(307)$(1,751)
% Change Y/Y Constant Currency36 %(28)%— %(9)%15 %

Revenues by Geography
($ in thousands)

Our Americas region includes the United States, Canada, and Latin America. Our International region primarily includes Europe, Middle East, Africa, Australia, India, Southeast Asia, and China.
Q2'24Q3'24Q4'24Q1'25Q2'25
RevenueY/Y GrowthRevenueY/Y GrowthRevenueY/Y GrowthRevenueY/Y GrowthRevenueY/Y Growth
Americas$120,300 4 %$125,052 16 %$131,069 7 %$138,725 14 %$144,408 20 %
International80,697 12 %91,756 6 %92,223 14 %85,947 13 %88,870 10 %
Total revenues$200,997 7 %$216,808 11 %$223,292 10 %$224,672 13 %$233,278 16 %

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Total ARR and Subscription ARR1
($ in thousands)

Q2'24Q3'24Q4'24Q1'25Q2'25
Total ARR1
$711,462 $752,480 $769,946 $802,709 $853,265 
Subscription ARR1
$529,590 $571,125 $596,667 $635,910 $687,050 

Income from Operations (EBIT)
•Income from operations (EBIT) was $15.0 million, an operating margin of 6.4%
•Non-GAAP EBIT2 was $47.7 million, an operating margin of 20.5%

GAAP and Non-GAAP Net Income2
•GAAP net income was $15.6 million, or $0.35 per diluted share
•Non-GAAP net income2 was $37.6 million, or $0.83 per diluted share

Cash Summary and Share Repurchases
•Cash flow from operations was $55.6 million in the second quarter
•As of September 30, 2024, ending cash and cash equivalents was approximately $303.1 million
•During the second quarter, Commvault repurchased $51.9 million, or approximately 363,000 shares, of common stock at an average share price of approximately $143.09 per share






















Notes are contained on the last page of this Press Release.
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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,
 2024202320242023
Revenues:
Subscription$134,038 $97,757 $258,118 $195,047 
Perpetual license10,522 14,388 24,258 27,543 
Customer support77,688 77,019 153,976 153,934 
Other services11,030 11,833 21,598 22,623 
Total revenues233,278 200,997 457,950 399,147 
Cost of revenues:
Subscription19,532 14,643 37,072 27,006 
Perpetual license441 642 778 1,054 
Customer support15,311 14,898 29,574 29,855 
Other services7,578 7,670 15,226 15,488 
Total cost of revenues42,862 37,853 82,650 73,403 
Gross margin190,416 163,144 375,300 325,744 
Operating expenses:
Sales and marketing101,947 84,712 197,897 168,839 
Research and development33,839 31,261 66,943 62,692 
General and administrative34,173 28,002 64,968 54,961 
Restructuring 566 — 5,245 — 
Depreciation and amortization2,013 1,535 3,941 3,138 
Impairment charges2,910 — 2,910 — 
Total operating expenses175,448 145,510 341,904 289,630 
Income from operations14,968 17,634 33,396 36,114 
Interest income1,732 1,369 3,534 2,149 
Interest expense(105)(112)(209)(208)
Other income (expense), net65 (154)593 187 
Income before income taxes16,660 18,737 37,314 38,242 
Income tax expense1,095 5,720 3,222 12,596 
Net income$15,565 $13,017 $34,092 $25,646 
Net income per common share:
Basic$0.36 $0.30 $0.78 $0.58 
Diluted$0.35 $0.29 $0.76 $0.57 
Weighted average common shares outstanding:
Basic43,770 43,949 43,724 44,003 
Diluted45,114 44,903 45,095 45,010 





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Table II
Commvault Systems, Inc.

Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 September 30,March 31,
 20242024
ASSETS
Current assets:
Cash and cash equivalents$303,071 $312,754 
Trade accounts receivable, net194,879 222,683 
Assets held for sale34,770 38,680 
Other current assets30,235 21,009 
Total current assets562,955 595,126 
Deferred tax assets, net119,969 111,181 
Property and equipment, net8,282 7,961 
Operating lease assets11,939 10,545 
Deferred commissions cost65,927 62,837 
Intangible assets, net5,196 1,042 
Goodwill150,072 127,780 
Other assets34,136 27,441 
Total assets$958,476 $943,913 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$92 $299 
Accrued liabilities107,645 117,244 
Current portion of operating lease liabilities5,313 4,935 
Deferred revenue355,267 362,450 
Total current liabilities468,317 484,928 
Deferred revenue, less current portion198,090 168,472 
Deferred tax liabilities3,396 1,717 
Long-term operating lease liabilities7,192 7,155 
Other liabilities3,693 3,556 
Total stockholders’ equity277,788 278,085 
Total liabilities and stockholders’ equity$958,476 $943,913 







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Table III
Commvault Systems, Inc.

Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 Three Months Ended September 30,Six Months Ended September 30,
 2024202320242023
Cash flows from operating activities
Net income$15,565 $13,017 $34,092 $25,646 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,042 1,564 3,999 3,196 
Noncash stock-based compensation26,403 23,615 52,807 47,339 
Noncash change in fair value of equity securities(65)154 (135)(187)
Noncash impairment charges2,910 — 2,910 — 
Noncash operating lease expense1,369 1,356 2,948 2,591 
Deferred income taxes(3,689)— (8,483)— 
Amortization of deferred commissions cost8,019 6,430 15,477 12,749 
Changes in operating assets and liabilities:
Trade accounts receivable, net3,432 (19,812)23,113 8,245 
Operating lease liabilities(1,671)(1,363)(3,973)(2,526)
Other current assets and Other assets(2,139)(2,439)(4,342)(3,832)
Deferred commissions cost(9,151)(6,961)(17,420)(12,561)
Accounts payable(334)(146)(205)32 
Accrued liabilities11,179 15,567 (11,832)(3,963)
Deferred revenue2,392 8,959 11,830 1,746 
Other liabilities(673)396 (505)899 
Net cash provided by operating activities55,589 40,337 100,281 79,374 
Cash flows from investing activities
Purchase of property and equipment(1,848)(266)(2,711)(1,413)
Purchase of equity securities(108)(260)(581)(572)
Business combination, net of cash acquired— — (21,000)— 
Net cash used in investing activities(1,956)(526)(24,292)(1,985)
Cash flows from financing activities
Repurchase of common stock(51,903)(31,327)(103,295)(82,357)
Proceeds from stock-based compensation plans5,760 5,167 11,100 6,368 
Net cash used in financing activities(46,143)(26,160)(92,195)(75,989)
Effects of exchange rate — changes in cash7,710 (4,953)6,523 (5,891)
Net increase (decrease) in cash and cash equivalents15,200 8,698 (9,683)(4,491)
Cash and cash equivalents at beginning of period287,871 274,589 312,754 287,778 
Cash and cash equivalents at end of period$303,071 $283,287 $303,071 $283,287 
Supplemental disclosures of noncash activities
Issuance of common stock for business combination$— $— $4,900 $— 
Operating lease liabilities arising from obtaining right-of-use assets$2,499 $3,666 $4,467 $4,695 

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Table IV
Commvault Systems, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Non-GAAP financial measures and reconciliation:
GAAP income from operations$14,968 $17,634 $33,396 $36,114 
Noncash stock-based compensation4
26,223 23,615 48,619 47,339 
FICA and payroll tax expense related to stock-based compensation5
772 471 2,135 1,485 
Restructuring6
566 — 5,245 — 
Amortization of intangible assets7
573 312 1,146 626 
Litigation settlement8
— — 675 — 
Business combination costs9
1,736 — 1,925 — 
Noncash impairment charges10
2,910 — 2,910 — 
Non-GAAP income from operations$47,748 $42,032 $96,051 $85,564 
GAAP net income$15,565 $13,017 $34,092 $25,646 
Noncash stock-based compensation4
26,223 23,615 48,619 47,339 
FICA and payroll tax expense related to stock-based compensation5
772 471 2,135 1,485 
Restructuring6
566 — 5,245 — 
Amortization of intangible assets7
573 312 1,146 626 
Litigation settlement8
— — 675 — 
Business combination costs9
1,736 — 1,925 — 
Noncash impairment charges10
2,910 — 2,910 — 
Non-GAAP provision for income taxes adjustment11
(10,770)(5,927)(20,770)(11,081)
Non-GAAP net income$37,575 $31,488 $75,977 $64,015 
GAAP diluted earnings per share$0.35 $0.29 $0.76 $0.57 
Noncash stock-based compensation4
0.58 0.53 1.08 1.05 
FICA and payroll tax expense related to stock-based compensation5
0.02 0.01 0.05 0.03 
Restructuring6
0.01 — 0.12 — 
Amortization of intangible assets7
0.01 0.01 0.03 0.01 
Litigation settlement8
— — 0.01 — 
Business combination costs9
0.04 — 0.04 — 
Noncash impairment charges10
0.06 — 0.06 — 
Non-GAAP provision for income taxes adjustment11
(0.24)(0.14)(0.47)(0.24)
Non-GAAP diluted earnings per share$0.83 $0.70 $1.68 $1.42 
GAAP diluted weighted average shares outstanding45,11444,90345,09545,010


Notes are contained on the last page of this Press Release.
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Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Non-GAAP free cash flow reconciliation:
GAAP cash provided by operating activities$55,589 $40,337 $100,281 $79,374 
Purchase of property and equipment(1,848)(266)(2,711)(1,413)
Non-GAAP free cash flow$53,741 $40,071 $97,570 $77,961 


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Use of Non-GAAP Financial Measures
Commvault has provided in this press release the following non-GAAP financial measures: non-GAAP income from operations (EBIT), non-GAAP income from operations margin, non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP free cash flow, annualized recurring revenue (ARR) and subscription 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 its 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 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. Commvault has also excluded restructuring costs, noncash amortization of intangible assets, litigation settlement, business combination costs, and noncash impairment charges 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
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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. The following table presents the stock-based compensation expense included in cost of revenues, sales and marketing, research and development and general and administrative ($ in thousands):

 
Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Cost of revenues$1,374 $1,599 $2,955 $3,289 
Sales and marketing11,631 9,941 21,117 19,645 
Research and development5,555 5,385 10,719 10,732 
General and administrative7,663 6,690 13,828 13,673 
Stock-based compensation expense
$26,223 $23,615 $48,619 $47,339 

The table above excludes stock-based compensation expense related to the Company's restructuring activities described below in Note 6.

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. 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 24%. Beginning in fiscal 2025, Commvault lowered its estimated non-GAAP effective tax rate from 27% to 24%.

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 diluted EPS.

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Non-GAAP free cash flow. Commvault defines this non-GAAP financial measure as net cash provided by operating activities less purchases of property and equipment. Commvault considers non-GAAP free cash flow a useful metric for Commvault management and its investors in evaluating Commvault's ability to generate cash from its business operations. 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 free cash flow.

Forward-looking non-GAAP measures. In this press release, Commvault presents certain forward-looking non-GAAP metrics. Commvault cannot provide a reconciliation to the comparable GAAP metric without unreasonable efforts, as certain financial information, the probable significance of which may be material, is not available and cannot be reasonably estimated.
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Notes
1.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 (including term license contracts, SaaS and utility software), maintenance contracts related to perpetual licenses, other extended maintenance contracts (enterprise support), and managed services. It excludes any element of the arrangement that is not expected to recur, primarily perpetual licenses and most professional services. Subscription ARR includes only term license contracts, SaaS and utility software arrangements. 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 presented on an annualized basis.

2.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 under the heading “Use of Non-GAAP Financial Measures.”

3.Commvault does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. See “Use of Non-GAAP Financial Measures” for additional explanation.

4.Represents noncash stock-based compensation charges associated with restricted stock units granted and our Employee Stock Purchase Plan, exclusive of stock-based compensation expense related to Commvault's restructuring activities described below in Note 6.

5.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.

6.These restructuring charges relate primarily to severance and related costs associated with headcount reductions and stock-based compensation related to modifications of existing unvested awards granted to certain employees impacted by the restructuring plan.

7.Represents noncash amortization of intangible assets.

8.During the first quarter of fiscal 2025, we entered into a settlement agreement resulting in a payment of approximately $1.5 million which resolved certain legal matters. Approximately $0.7 million was recorded in general and administrative expenses for the six months ended September 30, 2024, and the remaining
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$0.8 million was incurred in a prior period that is not presented in the consolidated statements of operations.
9.During the first half of fiscal 2025, Commvault incurred costs related to the acquisitions of Appranix, Inc. and Clumio, Inc., including legal, accounting and advisory services. 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.

10.Represents noncash impairment charges of assets held for sale.

11.The provision for income taxes is adjusted to reflect Commvault’s estimated non-GAAP effective tax rate of 24% for fiscal 2025, and 27% for fiscal 2024. Beginning in fiscal 2025, Commvault lowered its estimated non-GAAP effective tax rate from 27% to 24%. Commvault believes that a 24% rate more closely aligns with its effective tax rate expectations over the next few years.
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v3.24.3
Cover Page
Oct. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 29, 2024
Entity Registrant Name COMMVAULT SYSTEMS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-33026
Entity Tax Identification Number 22-3447504
Entity Address, Address Line One 1 Commvault Way
Entity Address, City or Town Tinton Falls
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07724
City Area Code 732
Local Phone Number 870-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CVLT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001169561
Amendment Flag false
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