UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: ~~June~~September 30, 2019

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-33026

Commvault Systems, ~~Inc~~Inc..

(Exact name of registrant as specified in its charter)



Delaware		22-3447504
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Commvault Way

Tinton Falls, New Jersey

07724

(Address of principal executive offices)

(Zip Code)

~~Tinton Falls, New Jersey~~

~~07724(Address of principal executive offices)(Zip Code)~~(732) 870-4000

(Registrant’s telephone number, including area code)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CVLT	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by the Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.) Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, "accelerated filer", "smaller reporting company" and "emerging growth company" in rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filerþ	☑	Accelerated filero	☐	Non-accelerated filero	☐	Smaller reporting companyo	☐
Emerging growth company o	☐
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 Acto							☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of ~~July 26,~~October 25, 2019, there were ~~45,179,511~~45,711,386 shares of the registrant’s common stock, $0.01 par value, outstanding.

~~Table of Contents~~

COMMVAULT SYSTEMS, INC.

FORM 10-Q

INDEX



		Page
Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements and Notes
	Unaudited Consolidated Balance Sheets as of ~~June~~September 30, 2019 and March 31, 2019	1
	Unaudited Consolidated Statements of Operations for the three and six months ended ~~June~~September 30, 2019 and 2018	2
	Unaudited Consolidated Statements of Comprehensive Loss for the three and six months ended ~~June~~September 30, 2019 and 2018	3
	Unaudited Consolidated Statements of Stockholders’ Equity for the three and six months ended ~~June~~September 30, 2019 and 2018	4
	Unaudited Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~June~~September 30, 2019 and 2018	56
	Notes to Consolidated Financial Statements (unaudited)	67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1922
Item 4.	Controls and Procedures	1923

Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	2124
Item 1A.	Risk Factors	2124
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	2124
Item 3.	Defaults Upon Senior Securities	2124
Item 4.	Mine Safety Disclosures	2124
Item 5.	Other Information	2125
Item 6.	Exhibits	2225

SIGNATURES		2326

~~Table of Contents~~

Commvault Systems, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


	June 30, 2019			March 31, 2019			September 30, 2019			March 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	320,821		$	327,992		$	377,625		$	327,992
Short-term investments	130,325			130,338			97,619			130,338
Trade accounts receivable	137,628			176,836			127,593			176,836
Other current assets	23,762			19,836			21,916			19,836
Total current assets	612,536			655,002			624,753			655,002
Property and equipment, net	120,629			122,716			118,022			122,716
Operating lease assets	17,945			—			16,255			—
Deferred commissions cost	32,487			33,619			31,364			33,619
Other assets	9,725			11,116			11,372			11,116
Total assets	$	793,322		$	822,453		$	801,766		$	822,453
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	971		$	2,186		$	1,744		$	2,186
Accrued liabilities	76,114			85,721			83,601			85,721
Current portion of operating lease liabilities	7,894			—			7,832			—
Deferred revenue	235,222			238,439			226,932			238,439
Total current liabilities	320,201			326,346			320,109			326,346
Deferred revenue, less current portion	96,633			99,257			94,411			99,257
Deferred tax liabilities, net	2,596			2,594			2,230			2,594
Long-term operating lease liabilities	11,618			—			10,486			—
Other liabilities	2,457			2,953			2,416			2,953
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value: 50,000 shares authorized, no shares issued and outstanding at June 30, 2019 and March 31, 2019	—			—
Common stock, $0.01 par value: 250,000 shares authorized, 45,077 shares and 45,582 shares issued and outstanding at June 30, 2019 and March 31, 2019, respectively	449			454
Preferred stock, $0.01 par value: 50,000 shares authorized, no shares issued and outstanding							—			—
Common stock, $0.01 par value: 250,000 shares authorized, 45,409 shares and 45,582 shares issued and outstanding at September 30, 2019 and March 31, 2019, respectively							452			454
Additional paid-in capital	896,383			887,907			916,899			887,907
Accumulated deficit	(525,420		)	(485,490		)	(532,504		)	(485,490		)
Accumulated other comprehensive loss	(11,595		)	(11,568		)	(12,733		)	(11,568		)
Total stockholders’ equity	359,817			391,303			372,114			391,303
Total liabilities and stockholders’ equity	$	793,322		$	822,453		$	801,766		$	822,453

See accompanying unaudited notes to consolidated financial statements

~~Table of Contents~~

Commvault Systems, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,						Three Months Ended September 30,					Six Months Ended September 30,
	2019			2018			2019			2018		2019			2018
Revenues:
Software and products	$	63,674		$	75,050		$	68,595		$	69,504	$	132,269		$	144,554
Services	98,529			101,127			98,987			99,574		197,516			200,701
Total revenues	162,203			176,177			167,582			169,078		329,785			345,255
Cost of revenues:
Software and products	6,030			4,120			8,831			5,049		14,861			9,169
Services	22,690			23,486			22,410			21,824		45,100			45,310
Total cost of revenues	28,720			27,606			31,241			26,873		59,961			54,479
Gross margin	133,483			148,571			136,341			142,205		269,824			290,776
Operating expenses:
Sales and marketing	87,385			97,616			80,960			89,494		168,345			187,110
Research and development	23,580			24,097			23,227			23,649		46,807			47,746
General and administrative	22,507			23,239			24,753			24,862		47,260			48,101
Restructuring	4,079			7,895			12,851			494		16,930			8,389
Depreciation and amortization	2,606			2,533			2,719			2,700		5,325			5,233
Total operating expenses	140,157			155,380			144,510			141,199		284,667			296,579
Loss from operations	(6,674		)	(6,809		)
Income (loss) from operations							(8,169		)	1,006		(14,843		)	(5,803		)
Interest income	1,923			891			1,561			1,148		3,484			2,039
Loss before income taxes	(4,751		)	(5,918		)
Income (loss) before income taxes							(6,608		)	2,154		(11,359		)	(3,764		)
Income tax expense	2,095			2,649			476			1,263		2,571			3,912
Net loss	$	(6,846	)	$	(8,567	)
Net loss per common share:
Net income (loss)							$	(7,084	)	$	891	$	(13,930	)	$	(7,676	)
Net income (loss) per common share:
Basic	$	(0.15	)	$	(0.19	)	$	(0.16	)	$	0.02	$	(0.31	)	$	(0.17	)
Diluted	$	(0.15	)	$	(0.19	)	$	(0.16	)	$	0.02	$	(0.31	)	$	(0.17	)
Weighted average common shares outstanding:
Basic	45,451			45,450			45,277			45,880		45,363			45,666
Diluted	45,451			45,450			45,277			47,798		45,363			45,666

See accompanying unaudited notes to consolidated financial statements

~~Table of Contents~~

Commvault Systems, Inc.

Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Three Months Ended September 30,						Six Months Ended September 30,
	2019			2018			2019			2018			2019			2018
Net loss	(6,846		)	(8,567		)
Net income (loss)							(7,084		)	891			(13,930		)	$	(7,676	)
Other comprehensive loss:
Foreign currency translation adjustment	(27		)	(5,169		)	(1,138		)	(1,151		)	(1,165		)	$	(6,320	)
Comprehensive loss	$	(6,873	)	$	(13,736	)	$	(8,222	)	$	(260	)	$	(15,095	)	$	(13,996	)

See accompanying unaudited notes to consolidated financial statements

~~Table of Contents~~

Commvault Systems, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)


	Common Stock					Additional Paid – In Capital				Accumulated Deficit				Accumulated Other Comprehensive Loss			Total				Common Stock				Additional Paid – In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares		Amount							Accumulated Deficit			Shares				Total			Amount					Additional Paid – In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance as of March 31, 2019	45,582		$	454		Additional Paid – In Capital			$	887,907			$	Accumulated Other Comprehensive Loss	(485,490	)	$	(11,568	)		$	391,303
Balance as of June 30, 2019																					45,077		$	449	$	896,383	$	(525,420	)	$	(11,595	)	$	359,817
Stock-based compensation						14,750											14,750								14,857								14,857
Share issuances related to stock-based compensation	325		3			660											663				332		3		5,659								5,662
Repurchase of common stock	(830	)	(8		)	(6,934		)		(33,084		)					(40,026		)														—
Net loss										(6,846		)					(6,846		)								(7,084		)				(7,084		)
Other comprehensive loss														(27		)	(27		)											(1,138		)	(1,138		)
Balance as of June 30, 2019	45,077		$	449		$	896,383			$	(525,420	)		$	(11,595	)	$	359,817
Balance as of September 30, 2019																					45,409		$	452	$	916,899	$	(532,504	)	$	(12,733	)	$	372,114


	Common Stock					Additional Paid – In Capital				Accumulated Deficit				Accumulated Other Comprehensive Loss			Total				Common Stock					Additional Paid – In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares		Amount							Accumulated Deficit			Shares				Total			Amount						Additional Paid – In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance as of March 31, 2018	45,118		$	450		Additional Paid – In Capital			$	782,764			$	Accumulated Other Comprehensive Loss	(373,678	)	$	(5,472	)		$	404,064
Balance as of March 31, 2019																					45,582		$	454		$	887,907		$	(485,490	)	$	(11,568	)	$	391,303
Stock-based compensation						18,004											18,004									29,607									29,607
Share issuances related to stock-based compensation	828		8			13,390											13,398				657		6			6,319									6,325
Repurchase of common stock	(366	)	(4		)	(2,887		)		(22,124		)					(25,015		)		(830	)	(8		)	(6,934		)	(33,084		)				(40,026		)
Net loss										(8,567		)					(8,567		)										(13,930		)				(13,930		)
Other comprehensive loss														(5,169		)	(5,169		)													(1,165		)	(1,165		)
Balance as of June 30, 2018	45,580		$	454		$	811,271			$	(404,369	)		$	(10,641	)	$	396,715
Balance as of September 30, 2019																					45,409		$	452		$	916,899		$	(532,504	)	$	(12,733	)	$	372,114

See accompanying unaudited notes to consolidated financial statements

Commvault Systems, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)



	Common Stock					Additional Paid – In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares		Amount			Additional Paid – In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance as of June 30, 2018	45,580		$	454		$	811,271		$	(404,369	)	$	(10,641	)	$	396,715
Stock-based compensation						17,750									17,750
Share issuances related to stock-based compensation	655		6			16,222									16,228
Repurchase of common stock	(201	)	(2		)	(1,621		)	(11,665		)				(13,288		)
Net income									891						891
Other comprehensive loss												(1,151		)	(1,151		)
Balance as of September 30, 2018	46,034		$	458		$	843,622		$	(415,143	)	$	(11,792	)	$	417,145



	Common Stock					Additional Paid – In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares		Amount			Additional Paid – In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance as of March 31, 2018	45,118		$	450		$	782,764		$	(373,678	)	$	(5,472	)	$	404,064
Stock-based compensation						35,754									35,754
Share issuances related to stock-based compensation	1,483		14			29,612									29,626
Repurchase of common stock	(567	)	(6		)	(4,508		)	(33,789		)				(38,303		)
Net loss									(7,676		)				(7,676		)
Other comprehensive loss												(6,320		)	(6,320		)
Balance as of September 30, 2018	46,034		$	458		$	843,622		$	(415,143	)	$	(11,792	)	$	417,145

See accompanying unaudited notes to consolidated financial statements

~~Table of Contents~~

Commvault Systems, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended September 30,
	2019			2018			2019			2018
Cash flows from operating activities
Net loss	$	(6,846	)	$	(8,567	)	$	(13,930	)	$	(7,676	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,918			3,059			6,054			6,072
Noncash stock-based compensation	14,750			18,004			29,607			35,754
Deferred income taxes	—			(105		)	—			(273		)
Amortization of deferred commissions cost	4,503			4,615			8,730			8,916
Impairment of operating lease assets	718			—			2,050			—
Changes in operating assets and liabilities:
Trade accounts receivable	43,165			8,672			45,625			21,495
Operating lease assets and liabilities, net	848			—			42			—
Other current assets and Other assets	(5,881		)	2,919			(1,796		)	4,884
Deferred commissions cost	(3,369		)	(5,042		)	(6,962		)	(8,866		)
Accounts payable	(1,217		)	(376		)	(425		)	(382		)
Accrued liabilities	(10,038		)	(1,938		)	(1,015		)	(13,736		)
Deferred revenue	(7,922		)	3,298			(12,079		)	(3,796		)
Other liabilities	(489		)	231			(782		)	138
Net cash provided by operating activities	31,140			24,770			55,119			42,530
Cash flows from investing activities
Purchase of short-term investments	(32,800		)	(11,252		)	(32,800		)	(65,519		)
Proceeds from maturity of short-term investments	32,813			33,135			65,519			66,237
Purchase of property and equipment	(841		)	(3,521		)	(1,457		)	(3,998		)
Net cash provided by (used in) investing activities	(828		)	18,362			31,262			(3,280		)
Cash flows from financing activities
Repurchase of common stock	(40,026		)	(25,015		)	(40,026		)	(38,303		)
Proceeds from stock-based compensation plans	663			13,398			6,325			29,626
Net cash used in financing activities	(39,363		)	(11,617		)	(33,701		)	(8,677		)
Effects of exchange rate — changes in cash	1,880			(10,387		)	(3,047		)	(8,176		)
Net increase (decrease) in cash and cash equivalents	(7,171		)	21,128
Net increase in cash and cash equivalents							49,633			22,397
Cash and cash equivalents at beginning of period	327,992			330,784			327,992			330,784
Cash and cash equivalents at end of period	$	320,821		$	351,912		$	377,625		$	353,181

See accompanying unaudited notes to consolidated financial statements

Table of Contents

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited (continued)

(In thousands, except per share data)

1. Basis of Presentation

Commvault Systems, Inc. and its subsidiaries (“Commvault” or the “Company”) is a provider of data and information management software applications and related services. The Company develops, markets and sells a suite of software applications and services, primarily in North America, Europe, Australia and Asia, that provides its customers with data protection solutions supporting all major operating systems, applications, and databases on virtual and physical servers, NAS shares, cloud-based infrastructures, and mobile devices; management through a single console; multiple protection methods including backup and archive, snapshot management, replication, and content indexing for eDiscovery; efficient storage management using deduplication for disk, tape and cloud; integration with the industry's top storage arrays; complete virtual infrastructure management supporting multiple hypervisors; security capabilities to limit access to critical data; policy based data management; and an end-user experience that allows them to protect, find and recover their own data using common tools such as web browsers, Microsoft Outlook and File Explorer. The Company also sells appliances that integrate the Company's software with hardware and address a wide-range of business needs and use cases, ranging from support for remote or branch offices with limited IT staff up to large corporate data centers. The Company also provides its customers with a broad range of professional and customer support services.

The consolidated financial statements as of ~~June~~September 30, 2019 and for the three and six months ended ~~June~~September 30, 2019 and 2018 are unaudited, and in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10-K for fiscal 2019. The results reported in these financial statements should not necessarily be taken as indicative of results that may be expected for the entire fiscal year.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments and estimates that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of revenues and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, income taxes and related reserves, stock-based compensation and accounting for research and development costs. Actual results could differ from those estimates.

2. Summary of Significant Accounting Policies

Correction of an Immaterial Error in Previously Issued Financial Statements

Subsequent to the issuance of the financial statements for the year ended March 31, 2018 and for the interim periods in fiscal 2019, the Company concluded that the Statement of Operations for fiscal 2018 and the interim periods contained an immaterial error related to the classification of legal fees related to intellectual property as Research and Development expenses and not General and Administrative expenses. These immaterial errors have been corrected for the comparative period shown by reclassifying ~~$697~~$858 and $1,555 from Research and Development expense to General and Administrative expense for the three and six months ended ~~June~~September 30, 2018. This immaterial error did not have any impact on our financial position, net loss or cash ~~flow for the three months ended June 30, 2018.~~flow.

~~Table of Contents~~7

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited ~~(continued)~~

(In thousands, except per share data)

Recently Issued Accounting Standards

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) No. 2016-02, Leases. Under the new guidance, the Company is required to recognize a lease liability and a right-of-use asset for leases. The Company adopted the new guidance on April 1, 2019 using the optional transition method, which allows for the prospective application of the standard, and as a result, the Company did not record an adjustment to retained earnings. In addition, the Company elected the package of practical expedients, for all of its leases, permitted under the transition guidance within the standard, which allowed the Company to carry forward its historical lease classification, to not reassess prior conclusions related to initial direct costs and to not reassess whether any expired or existing contracts are or contain leases. The Company also elected the lessee practical expedient to combine lease and non-lease components for new leases and modified leases. The Company also made an accounting policy election in accordance with the new standard to apply accounting similar to ASC 840 to short-term leases, which are defined as leases that have a term of 12twelve months or less. The new guidance does not have any impact on the Statement of Operations or Statement of Cash Flows.

~~The adoption of ASC 842 resulted in the recording of operating lease assets and operating lease liabilities of approximately $18,900 and $19,300, respectively, as of April 1, 2019.~~

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

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

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

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

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

Operating Lease Cost $ 2,541
Short-term Lease Cost 119
Variable Lease Cost 242
Net Lease Cost $ 2,902

~~Table of Contents~~

~~Commvault Systems, Inc~~

~~Notes to Consolidated Financial Statements - Unaudited (continued)~~

~~(In thousands, except per share data)~~

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

Remainder of FY 2020 $ 6,666
FY 2021 6,794
FY 2022 4,440
FY 2023 2,338
FY 2024 656
Thereafter 981
Total Minimum Lease Payments $ 21,875
Less: Imputed Interest (2,363 )
Present value of operating lease liabilities $ 19,512
Less: Current Portion of operating lease liabilities 7,894
Long-term operating lease liabilities $ 11,618

During the three months ended June 30, 2019, additions of operating lease assets were $1,600. As of June 30, 2019 the minimum lease commitment amount for operating leases signed but not yet commenced, was immaterial.

As of June 30, 2019 the weighted-average remaining operating lease term was 3.24 years and the weighted-average discount rate was 4% for operating leases recognized in the Condensed Consolidated Balance Sheet.

Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). The standard amends guidance on the impairment of financial instruments. The ASU estimates credit losses based on expected losses and provides for a simplified accounting model for purchased financial assets with credit deterioration. The standard requires a modified retrospective basis adoption through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The amendments of this ASU are effective for the Company's fiscal ~~2021, with early adoption permitted.~~2021. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on the financial statements.

There have been no other additional significant changes in the Company’s accounting policies during the ~~three~~six months ended ~~June~~September 30, 2019 as compared to the significant accounting policies described in its Annual Report on Form 10-K for the year ended March 31, 2019 and to the changes disclosed above.

Concentration of Credit Risk

The Company grants credit to customers in a wide variety of industries worldwide and generally does not require collateral. Credit losses relating to these customers have been minimal.

Sales through the Company’s distribution agreement with Arrow Enterprise Computing Solutions, Inc. (“Arrow”) totaled ~~38%~~37% and ~~37%~~36% of total revenues for the ~~three~~six months ended ~~June~~September 30, 2019 and 2018, respectively. Arrow accounted for ~~34%~~31% of total accounts receivable as of ~~June~~September 30, 2019 and 38% of total accounts receivable as of March 31, ~~2019.~~

~~Sales through the Company's distribution agreement with Avnet Technology Solutions ("Avnet") totaled 11% of total accounts receivables as of June 30,~~ 2019.

Fair Value of Financial Instruments

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these instruments. The Company’s cash equivalents balance consists primarily of money market funds. The Company’s short-term investments balance consists of U.S. Treasury Bills with maturities of one year or less. The Company accounts for its short-term investments as held to maturity.

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~~Commvault Systems, Inc~~

~~Notes to Consolidated Financial Statements - Unaudited (continued)~~

~~(In thousands, except per share data)~~

The following table summarizes the composition of the Company’s financial assets measured at fair value at ~~June~~September 30, 2019 and March 31, 2019:


June 30, 2019	Level 1		Level 2	Level 3	Total
September 30, 2019							Level 1		Level 2	Level 3	Total
Cash equivalents	$	103,892	—	—	$	103,892	$	—	—	—	$	—
Short-term investments	$	—	132,196	—	$	132,196	$	—	97,619	—	$	97,619



March 31, 2019	Level 1		Level 2	Level 3	Total
Cash equivalents	$	102,702	—	—	$	102,702
Short-term investments	$	—	131,937	—	$	131,937

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited

(In thousands, except per share data)

3. Revenue

The Company derives revenues from ~~two~~2 primary sources: software and products, and services. Software and products revenue includes the Company's software and integrated appliances that combine the Company's software with hardware. Services include customer support (software updates and technical support), consulting, assessment and design services, installation services and customer education. A typical contract includes both licenses and services.

Historically, the Company’s software licenses typically provide for a perpetual right to use the Company’s software. The Company also sells term-based software licenses that expire, which are referred to as subscription arrangements. The Company does not customize its software and installation services are not required. The software is delivered before related services are provided and is functional without professional services, updates and technical support. The Company has concluded that its software license is functional intellectual property that is distinct as the user can benefit from the software on its own. Software revenue is typically recognized when the software is delivered and/or made available for download as this is the point the user of the software can direct the use of, and obtain substantially all of the remaining benefits from the functional intellectual property. The Company does not recognize software revenue related to the renewal of subscription software licenses earlier than the beginning of the subscription period.

Services revenue includes revenue from customer support and other professional services. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. The Company sells its customer support contracts as a percentage of net software purchases the support is related to. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year.

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

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

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~~Commvault Systems, Inc~~

~~Notes to Consolidated Financial Statements - Unaudited (continued)~~

~~(In thousands, except per share data)~~

The Company’s typical performance obligations include the following:



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

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited

(In thousands, except per share data)

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into the nature of the products and services and geographical regions. The geographic regions that are tracked are the Americas (United States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China). The Company operates in ~~one~~1 segment.


	Three Months Ended June 30, 2019								Three Months Ended September 30, 2019
	Americas		EMEA		APAC		Total		Americas		EMEA		APAC		Total
Software and Products Revenue	$	31,221	$	21,375	$	11,078	$	63,674	$	35,863	$	21,440	$	11,292	$	68,595
Customer Support Revenue	57,730		21,667		10,085		89,482		57,864		21,906		10,233		90,003
Professional Services	4,866		2,682		1,499		9,047		4,430		2,680		1,874		8,984
Total Revenue	$	93,817	$	45,724	$	22,662	$	162,203	$	98,157	$	46,026	$	23,399	$	167,582


	Three Months Ended June 30, 2018								Three Months Ended September 30, 2018
	Americas		EMEA		APAC		Total		Americas		EMEA		APAC		Total
Software and Products Revenue	$	42,116	$	22,025	$	10,909	$	75,050	$	41,376	$	17,526	$	10,602	$	69,504
Customer Support Revenue	60,426		20,359		9,621		90,406		59,675		20,443		9,489		89,607
Professional Services	5,785		3,226		1,710		10,721		5,489		2,705		1,773		9,967
Total Revenue	$	108,327	$	45,610	$	22,240	$	176,177	$	106,540	$	40,674	$	21,864	$	169,078



	Six Months Ended September 30, 2019
	Americas		EMEA		APAC		Total
Software and Products Revenue	$	67,084	$	42,815	$	22,370	$	132,269
Customer Support Revenue	115,594		43,573		20,318		179,485
Professional Services	9,296		5,362		3,373		18,031
Total Revenue	$	191,974	$	91,750	$	46,061	$	329,785



	Six Months Ended September 30, 2018
	Americas		EMEA		APAC		Total
Software and Products Revenue	$	83,492	$	39,551	$	21,511	$	144,554
Customer Support Revenue	120,101		40,802		19,110		180,013
Professional Services	11,274		5,931		3,483		20,688
Total Revenue	$	214,867	$	86,284	$	44,104	$	345,255

Information about Contract Balances

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

In certain contracts the Company allows customers to pay for term-based, or subscription, software licenses and products over the term of the license. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables.

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~~Commvault Systems, Inc~~

~~Notes to Consolidated Financial Statements - Unaudited (continued)~~

~~(In thousands, except per share data)~~

Unbilled receivables which are anticipated to be invoiced in the next twelve months are included in Accounts receivable on the consolidated balance sheet. Long term unbilled receivables are included in Other assets. The opening and closing balances of the Company’s accounts receivable, unbilled receivables, and deferred revenues are as follows:

Accounts Receivable
Unbilled Receivable
(current)
Unbilled Receivable
(long-term)
Deferred Revenue
(current)
Deferred Revenue
(long-term)
Opening Balance as of March 31, 2019 $ 161,570
$ 15,266
$ 7,216
$ 238,439
$ 99,257
Increase/(decrease), net (38,199 ) (1,009 ) (1,319 ) (3,217 ) (2,624 )
Ending Balance as of June 30, 2019 $ 123,371
$ 14,257
$ 5,897
$ 235,222
$ 96,633

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited

(In thousands, except per share data)



	Accounts Receivable			Unbilled Receivable (current)			Unbilled Receivable (long-term)		Deferred Revenue (current)			Deferred Revenue (long-term)
Opening Balance as of March 31, 2019	$	161,570		$	15,266		$	7,216	$	238,439		$	99,257
Increase/(decrease), net	(48,377		)	(866		)	727		(11,507		)	(4,846		)
Ending Balance as of September 31, 2019	$	113,193		$	14,400		$	7,943	$	226,932		$	94,411

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

The amount of revenue recognized in fiscal 2020 that was included in the March 31, 2019 balance of deferred revenue was ~~$87,912~~$68,273 and $156,185 for the three and six months ended ~~June~~September 30, ~~2019.~~2019, respectively. The vast majority of this revenue consists of customer support arrangements. The amount of software and products revenue recognized ~~from~~in the three and six months ended September 30, 2019 related to performance obligations ~~satisfied in~~from prior periods was not significant.

Remaining Performance Obligations

In addition to the amounts included in deferred revenue as of ~~June~~September 30, 2019, ~~$25,092~~$26,543 of revenue may be recognized from remaining performance obligations, of which ~~$3,096~~$3,090 was related to software and products. The Company expects the ~~vast~~ majority of this software and products revenue to be recognized next quarter. The vast majority of the services revenue is related to other professional services which may be recognized over the next twelve months but is contingent upon a number of factors, including customers’ needs and schedules.

4. Net Income per Common Share

The diluted weighted average shares outstanding exclude outstanding stock options, restricted stock units, performance restricted stock units and shares to be purchased under the employee stock purchase plan totaling ~~4,925~~4,780 and ~~6,274~~1,024 for the three months ended ~~June~~September 30, 2019 and 2018, respectively, and 4,810 and 5,874 for the six months ended September 30, 2019 and 2018, because the effect would have been anti-dilutive.

5. Commitments and Contingencies

From time to time, the Company is subject to claims in legal proceedings arising in the normal course of business. The Company does not believe that it is currently party to any pending legal action that could reasonably be expected to have a material adverse effect on its business or operating results.

6. Capitalization

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

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Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited ~~(continued)~~

(In thousands, except per share data)

7. Stock Plans

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


	Three Months Ended June 30,				Three Months Ended September 30,				Six Months Ended September 30,
	2019		2018		2019		2018		2019		2018
Cost of services revenue	$	690	$	756	$	698	$	756	$	1,388	$	1,512
Sales and marketing	7,646		9,524		7,359		9,071		15,005		18,595
Research and development	1,993		2,215		2,011		2,274		4,004		4,489
General and administrative	4,053		4,599		4,184		5,345		8,237		9,944
Restructuring	368		910		605		304		973		1,214
Stock-based compensation expense	$	14,750	$	18,004	$	14,857	$	17,750	$	29,607	$	35,754

As of ~~June~~September 30, 2019, there was ~~$76,915~~$72,944 of unrecognized stock-based compensation expense related to non-vested stock option and restricted stock unit awards that is expected to be recognized over a weighted average period of ~~1.87~~1.75 years. The Company accounts for forfeitures as they occur. To the extent that awards are forfeited, stock-based compensation will be different from the Company’s current estimate.

Restricted Stock Units

Restricted stock unit activity for the ~~three~~six months ended ~~June~~September 30, 2019 is as follows:


Non-vested Restricted Stock Units	Number of Awards		Weighted Average Grant Date Fair Value		Number of Awards		Weighted Average Grant Date Fair Value
Non-vested as of March 31, 2019	1,831		$	62.58	1,831		$	62.58
Awarded	393		49.55		508		48.17
Vested	(307	)	60.74		(475	)	60.66
Forfeited	(85	)	65.67		(127	)	63.86
Non-vested as of June 30, 2019	1,832		$	57.61
Non-vested as of September 30, 2019					1,737		$	58.75

The weighted average fair value of restricted stock units awarded was ~~$49.55~~$43.39 and $48.17 per unit during the three and six months ended ~~June~~September 30, 2019, and ~~$71.58~~$67.41 and $71.11 per unit during the three and six months ended ~~June~~September 30, 2018. The weighted average fair value of awards includes the awards with a market condition described below.

Performance Based Awards

In the ~~three~~six months ended ~~June~~September 30, 2019, the Company granted 88 performance restricted stock units ("PSU") to certain executives. Vesting of these awards is contingent upon i) the Company meeting certain company-wide revenue and non-GAAP performance goals (performance-based) in fiscal 2020 and ii) the Company's customary service periods. The awards vest over three years and have a maximum potential to vest at 200% (176 shares) based on actual fiscal 2020 performance. The related stock-based compensation expense is determined based on the value of the underlying shares on the date of grant and is recognized over the vesting term using the accelerated method. During the interim financial periods, management estimates the probable number of PSU’s that would vest until the ultimate achievement of the performance goals is known. The awards are included in the restricted stock unit table.

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Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited ~~(continued)~~

(In thousands, except per share data)

Awards with a Market Condition

In the ~~three~~six months ended ~~June~~September 30, 2019, the Company granted 88 market performance stock units to certain executives. The vesting of these awards is contingent upon the Company meeting certain total shareholder return ("TSR") levels as compared to the Russell 3000 market index over the next three years. The awards vest in ~~three~~3 annual tranches and have a maximum potential to vest at 200% (176 shares) based on TSR performance. The related stock-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized using the accelerated method over the vesting term. The estimated fair value was calculated using a Monte Carlo simulation model. The fair value of the awards granted during the ~~three~~six months ended ~~June~~September 30, 2019 was $48.26 per unit. The awards are included in the restricted stock unit table.

8. Income Taxes

Income tax expense was ~~$2,095~~$2,571 in the ~~three~~six months ended ~~June~~September 30, 2019 compared to an expense of ~~$2,649~~$3,912 in the ~~three~~six months ended ~~June~~September 30, 2018. In fiscal 2018 the Company determined that it was more likely than not that it will not realize the benefits of its gross deferred tax assets and therefore recorded a valuation allowance to reduce the carrying value of these gross deferred tax assets, net of the impact of the reversal of taxable temporary differences, to ~~zero.~~0. The Company’s position remains unchanged as of the period ending ~~June~~September 30, 2019. The tax expense for the ~~three~~six months ended ~~June~~September 30, 2019 relates primarily to current foreign taxes.

9. Restructuring

In fiscal 2019, the Company initiated a restructuring plan to increase efficiency in its sales, marketing and distribution functions as well as reduce costs across all functional areas. During the quarter, the Company incurred total restructuring charges of ~~$4,079.~~$12,851. These restructuring charges relate primarily to severance and related costs associated with headcount reductions and lease abandonment charges associated with ~~one~~3 office ~~lease.~~leases. These charges include ~~$368~~$605 of stock-based compensation related to modifications of existing unvested awards granted to certain employees impacted by the restructuring plan.

The activity in the Company’s restructuring accruals for the three and six months ended ~~June~~September 30, 2019 and 2018 is summarized as follows:


	Severance & payroll related charges			Three Months Ended September 30,
Balance at March 31, 2019	$	1,089
				2019			2018
Balance at June 30				$	2,218		$	3,319
Restructuring charges⁽¹⁾	3,143			11,737			494
Payments	(2,014		)	(3,597		)	(2,050		)
Accrual reversals	—			—			—
Balance at June 30, 2019	$	2,218
Balance at September 30				$	10,358		$	1,763



	Six Months Ended September 30,
	2019			2018
Balance at March 31	$	1,089		$	—
Restructuring charges⁽¹⁾	14,880			8,389
Payments	(5,611		)	(6,626		)
Accrual reversals	—			—
Balance at September 30	$	10,358		$	1,763

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited

(In thousands, except per share data)

(1) Restructuring charges of ~~$3,143~~$11,737 and $14,880 in the ~~table~~tables above do not include restructuring charges for ~~one~~1 of the Company's leases in the amount of ~~$936.~~$1,114 and 3 in the amount of $2,050 for the three and six months ended September 30, 2019, respectively. Under the new lease standard (ASC 842) the Company is now required to account for the impairment as charge to the Statement of Operations and a reduction in the carrying amount of the right-of-use asset.

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

10. Leases

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

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



	Three Months Ended September 30, 2019		Six Months Ended September 30, 2019
Operating Lease Cost	$	2,302	$	4,843
Short-term Lease Cost	118		237
Variable Lease Cost	507		749
Net Lease Cost	$	2,927	$	5,829

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited

(In thousands, except per share data)

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



Remainder of FY 2020	$	3,856
FY 2021	7,241
FY 2022	4,227
FY 2023	1,964
FY 2024	1,362
Thereafter	1,714
Total Minimum Lease Payments	$	20,364
Less: Imputed Interest	(2,046		)
Present value of operating lease liabilities	$	18,318
Less: Current Portion of operating lease liabilities	7,832
Long-term operating lease liabilities	$	10,486

During the three and six months ended September 30, 2019, additions of operating lease assets were $3,705 and $5,305, respectively. As of September 30, 2019 the minimum lease commitment amount for operating leases signed but not yet commenced, was immaterial.

As of September 30, 2019, the weighted-average remaining operating lease term was 3.35 years and the weighted-average discount rate was 4% for operating leases recognized in the Condensed Consolidated Balance Sheet.

11. Subsequent Events

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

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Overview

Commvault is a provider of data and information management software applications and related services. Commvault was incorporated in 1996 as a Delaware corporation. The Commvault software platform is an enterprise level, integrated data and information management solution, built from the ground up on a single platform and unified code base. All software functionality share the same back-end technologies to deliver the benefits of a holistic approach to protecting, managing, and accessing data. The software addresses many aspects of data management in the enterprise, while providing scalability and control of data and information. In fiscal 2018, we also started selling appliances that integrate our software with hardware and address a wide-range of business needs and use cases, ranging from support for remote or branch offices with limited IT staff up to large corporate data centers. We also provide our customers with a broad range of professional services that are delivered by our worldwide support and field operations. As of ~~June~~September 30, 2019, we had licensed our software applications to over ~~28,000~~29,000 registered customers.

Sources of Revenues

We derive a significant portion of our total revenues from sales of licenses of our software applications and products. We do not customize our software for a specific end-user customer. We sell our software applications and products to end-user customers both directly through our sales force and indirectly through our global network of value-added reseller partners, systems integrators, corporate resellers and original equipment manufacturers. Our software and products revenue was ~~39%~~40% and ~~43%~~42% of our total revenues for the ~~three~~six months ended ~~June~~September 30, 2019 and 2018, respectively.

In recent fiscal periods, we have generated approximately three-quarters of our software and products revenue from our existing customer base and approximately one-quarter of our software and products revenue from new customers. In addition, our total software and products revenue in any particular period is, to a certain extent, dependent upon our ability to generate revenues from large customer software and products deals, which we refer to as enterprise transactions. Enterprise transactions (transactions greater than $0.1 million) represented ~~62%~~63% and ~~59%~~62% of our total software and products revenue in the ~~three~~six months ended ~~June~~September 30, 2019 and 2018, respectively.

Software and products revenue generated through indirect distribution channels was ~~97%~~95% of total software and products revenue in the ~~three~~six months ended ~~June~~September 30, 2019 and was ~~84%~~87% of total software revenue in the ~~three~~six months ended ~~June~~September 30, 2018. Software and products revenue generated through direct distribution channels was 3%5% of total software and products revenue in the ~~three~~six months ended ~~June~~September 30, 2019 and was ~~16%~~13% of total software revenue in the ~~three~~six months ended ~~June~~September 30, 2018. The dollar value of software and products revenue generated through indirect distribution channels decreased ~~$1.3~~$0.5 million or 2%, in the ~~three~~six months ended ~~June~~September 30, 2019 compared to the ~~three~~six months ended ~~June~~September 30, 2018. The dollar value of software and products revenue generated through direct distribution channels decreased ~~$10.1~~$11.8 million ~~or 83%,~~ in the ~~three~~six months ended ~~June~~September 30, 2019 compared to the ~~three~~six months ended ~~June~~September 30, 2018. Deals initiated by our direct sales force are sometimes transacted through indirect channels based on end-user customer requirements, which are not always in our control and can cause this overall percentage split to vary from period-to-period. As such, there may be fluctuations in the dollars and percentage of software and products revenue generated through our direct distribution channels from time-to-time. We believe that the growth of our software and products revenue, derived from both our indirect channel partners and direct sales force, are key attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term. The failure of our indirect distribution channels or our direct sales force to effectively sell our software applications could have a material adverse effect on our revenues and results of operations.

We also have a non-exclusive distribution ~~agreements~~agreement covering our North American commercial markets and our U.S. Federal Government market with Arrow Enterprise Computing Solutions, Inc. ("Arrow"), a subsidiary of Arrow Electronics, Inc.~~, and Tech Data Corporation ("Tech Data").~~ Pursuant to ~~these~~this distribution ~~agreements, these distributors’~~agreement, Arrow's primary role is to enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and leveraging their own industry experience. We generated ~~38%~~37% and ~~37%~~36% of our total revenues through Arrow in the ~~three~~six months ended ~~June~~September 30, 2019 and 2018, respectively. If Arrow were to discontinue or reduce the sales of our products or if our

~~Table of Contents~~

agreement with Arrow was terminated, and if we were

unable to take back the management of our reseller channel or find another North American distributor to replace Arrow, then it ~~could~~would have a material adverse effect on our future business.

Our services revenue was ~~61%~~60% of our total revenues for the ~~three~~six months ended ~~June~~September 30, 2019 and ~~57%~~58% of our total revenues for the ~~three~~six months ended ~~June~~September 30, 2018. Our services revenue is made up of fees from the delivery of customer support and other professional services, which are typically sold in connection with the sale of our software applications. Customer support agreements provide technical support and unspecified software updates on a when-and-if-available basis for an annual fee based on licenses purchased and the level of service subscribed. Other professional services include consulting, assessment and design services, installation services and customer education.

Most of our customer support agreements are priced as a percentage of the related net software purchased and are for a one year term. As the end of the annual period approaches, we pursue the renewal of the agreement with the customer. Historically, customer support renewals have represented a significant portion of our total revenue. Because of this characteristic of our business, if our customers choose not to renew their support agreements with us on beneficial terms, or at all, our business, operating results and financial condition could be harmed.

Foreign Currency Exchange Rates’ Impact on Results of Operations

Sales outside the United States were ~~50%~~49% of our total revenue for the ~~three~~six months ended ~~June~~September 30, 2019 and 46% of our total revenue for the ~~three~~six months ended ~~June~~September 30, 2018. The results of our non-U.S. operations are translated into U.S. dollars at the average exchange rates for each applicable month in a period. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions generally results in increased revenue, operating expenses and income from operations for our non-U.S. operations. Similarly, our revenue, operating expenses and net income will generally decrease for our non-U.S. operations if the U.S. dollar strengthens against foreign currencies.

Using the average foreign currency exchange rates from the three months ended ~~June~~September 30, 2018 our software and products revenue would have been higher by $1.5 million, our services revenue would have been higher by ~~$2.3~~$1.7 million, our cost of sales would have been higher by ~~$0.6~~$0.5 million and our operating expenses would have been higher by ~~$2.3~~$2.0 million from non-U.S. operations for the three months ended ~~June~~September 30, 2019. Using the average foreign currency rates from the six months ended September 30, 2018 our software revenue would have been higher by $3.0 million, our services revenue would have been higher by $4.0 million, our cost of sales would have been higher by $1.1 million and our operating expenses would have been higher by $4.3 million from non-U.S. operations for the six months ended September 30, 2019.

In addition, we are exposed to risks of foreign currency fluctuation primarily from cash balances, accounts receivables and intercompany accounts denominated in foreign currencies and are subject to the resulting transaction gains and losses, which are recorded as a component of general and administrative expenses. We recognized a net foreign currency transaction ~~losses~~gain of $0.1 ~~million and gains of $0.5~~ million in the three months ended ~~June~~September 30, 2019, and a loss of less than $0.1 million in the six months ended September 30, 2019. We recognized net foreign currency transaction gains of $0.2 million and $0.7 million in the three and six months ended September 30, 2018, respectively.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances changes in the accounting estimates are reasonably likely to occur from period-to-period. Accordingly, actual results could differ significantly from the estimates made by our management. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application, while in other cases, significant judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We consider these policies requiring significant management judgment to be critical accounting policies. These critical accounting policies are:

•Revenue Recognition;

•Accounting for Income Taxes

There have been no significant changes in our critical accounting policies during the ~~three~~six months ended ~~June~~September 30, 2019 as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of

Financial Condition and Results of Operations - Critical Accounting Policies” included in our Annual Report on Form 10-K for the year ended March 31, 2019. In addition, please see Note 2 of Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Note 2 of the Notes to Consolidated Financial Statements included in our fiscal 2019 Annual Report on Form 10-K filed for a description of our accounting policies.

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Results of Operations

Three months ended ~~June~~September 30, 2019 compared to three months ended ~~June~~September 30, 2018

Revenues

Total revenues decreased ~~$14.0~~$1.5 million, or 8%1%, from ~~$176.2~~$169.1 million in the three months ended ~~June~~September 30, 2018 to ~~$162.2~~$167.6 million in the three months ended ~~June~~September 30, 2019.

Software and Products Revenue. Software and products revenue decreased ~~$11.4~~$0.9 million, or ~~15%~~1%, from ~~$75.1~~$69.5 million in the three months ended ~~June~~September 30, 2018 to ~~$63.7~~$68.6 million in the three months ended ~~June~~September 30, 2019. Software and products revenue represented ~~39%~~41% of our total revenues in both the three months ended ~~June~~September 30, 2019 and ~~43% in the three months ended June 30,~~ 2018.

We track software and products revenue on a geographic basis. The geographic regions that are tracked are the Americas (United States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, ~~China)~~China, Japan). Americas, EMEA and APAC represented ~~49%~~52%, ~~34%~~31% and 17% of total software and products revenue, respectively, for the three months ended ~~June~~September 30, 2019. The year over year decline of software and products revenue in the Americas was ~~26%~~13% while EMEA and ~~EMEA was 3%, while~~ APAC increased ~~2%.~~22% and 7%, respectively.


▪	The decrease in Americas software and products revenue was primarily the result of a decrease in the number of enterprise revenue transactions partially offset by an increase in the average enterprise transaction selling price.

▪

EMEA software and products revenue ~~decreased~~increased primarily as a result of ~~a decrease in non-enterprise transaction revenue. This decrease was partially offset by~~ an increase in both the number and average selling price of enterprise ~~transaction~~ revenue ~~driven by an~~transactions. Using exchange rates from the prior year quarter, the increase in ~~the average enterprise transaction selling price.~~software and products revenue would have been 28%.


▪	The increase in APAC software and products revenue was primarily the result of an increase in both the number and average selling price of enterprise revenue transactions, which was partially offset by a decrease in non-enterprise revenue. Using exchanges rates from the prior year quarter, the increase in software and products revenue would have been 7%10%.

Software and products revenue derived from enterprise transactions (transactions greater than $0.1 million) represented ~~62%~~64% of our software and products revenue in the three months ended ~~June~~September 30, 2019 and ~~59%~~66% of our software and products revenue in the three months ended ~~June~~September 30, 2018. Enterprise transactions decreased by ~~$4.8~~$1.5 million, or ~~11%~~3%, in the three months ended ~~June~~September 30, 2019 compared to the three months ended ~~June~~September 30, 2018. This was driven by a ~~27%~~16% decrease in the number of enterprise transactions. The average dollar amount of such transactions was approximately ~~$298~~$328 thousand in the three months ended ~~June~~September 30, 2019 and ~~$243~~approximately $284 thousand in the three months ended ~~June~~September 30, 2018.

Services Revenue. Services revenue decreased ~~$2.6~~$0.6 million, or 3%1%, from ~~$101.1~~$99.6 million in the three months ended ~~June~~September 30, 2018 to ~~$98.5~~$99.0 million in the three months ended ~~June~~September 30, 2019. Services revenue represented ~~61%~~59% of our total revenues in both the three months ended ~~June~~September 30, 2019 and ~~57% in the three months ended June~~September 30, 2018. The decrease in services revenue is due to a ~~$1.7~~$1.0 million decrease in training and consulting service revenue ~~and~~partially offset by a ~~$0.9~~$0.4 million ~~decrease~~increase in revenue from customer support agreements.

Cost of Software and Products Revenues. Total cost of software and products revenues increased ~~$1.9~~$3.8 million, from ~~$4.1~~$5.0 million in the three months ended ~~June~~September 30, 2018 to ~~$6.0~~$8.8 million in the three months ended ~~June~~September 30, 2019. Cost of software and product revenue represented 9%13% of software and product revenue in the three months ended ~~June~~September 30, 2019 compared to 5%7% in the three months ended ~~June~~September 30, 2018. The increase in cost of software and products revenue is related to additional hardware and software royalty costs associated with our appliance and hyperscale product offerings. As sales of our appliances and hyperscale products continue to ramp, we expect the cost of software and products as a percentage of software and products revenue will increase.

Cost of Services Revenues. Total cost of services revenues ~~decreased $0.8~~increased $0.6 million, or 3%, from ~~$23.5~~$21.8 million in the three months ended ~~June~~September 30, 2018 to ~~$22.7~~$22.4 million in the three months ended ~~June~~September 30, 2019. The gross margin of our services revenue was 77% and 78% for ~~the both~~ the three months ended ~~June~~September 30, 2019 and 2018.

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Operating Expenses

Sales and Marketing. Sales and marketing expenses decreased ~~$10.2~~$8.5 million, or 10%, from ~~$97.6~~$89.5 million in the three months ended ~~June~~September 30, 2018 to ~~$87.4~~$81.0 million in the three months ended ~~June~~September 30, 2019. The decrease is due to a ~~$14.6~~$7.5 million decrease in employee compensation and related expenses mainly attributable to our restructuring and reorganization ~~initiatives which was partially offset by an increase of $2.1 million related to our kick-off event held in the first quarter which was not held in the prior year.~~initiatives. Sales and marketing expenses as a percentage of total revenues was ~~54%~~48% and ~~55%~~53% in the three months ended ~~June~~September 30, 2019 and 2018, respectively.

Research and Development. Research and development expenses decreased ~~$0.5~~$0.4 million, or 2%, from ~~$24.1 million in the three months ended June 30, 2018 to~~ $23.6 million in the three months ended ~~June~~September 30, 2018 to $23.2 million in the three months ended September 30, 2019. The decrease is primarily due to a decline in employee related costs. Research and development expenses as a percentage of total revenues was ~~15%~~14% in both the three months ended ~~June~~September 30, 2019 and ~~14% in the three months ended June 30,~~ 2018. ~~Investing in research and development has been a priority for Commvault, and we anticipate continued spending related to the development of our data and information management software applications.~~

General and Administrative. General and administrative expenses decreased ~~$0.7~~$0.1 million, ~~or 3%,~~ from ~~$23.2~~$24.9 million in the three months ended ~~June~~September 30, 2018 to ~~$22.5~~$24.8 million in the three months ended ~~June~~September 30, 2019. ~~The decrease is primarily due to a decline in employee related costs.~~ General and administrative expenses in the three months ended ~~June~~September 30, 2019 includes ~~$3.3~~$4.3 million of costs related to a non-routine shareholder matter and ~~$0.1~~$1.3 million of ~~net foreign currency transaction losses.~~acquisition costs related to the Company's acquisition of Hedvig, Inc. in October 2019. General and administrative expenses as a percentage of total revenues was ~~14%~~15% in both the three months ended ~~June~~September 30, 2019 and ~~13% in the three months ended June 30,~~ 2018.

Restructuring. In fiscal 2019 we initiated a restructuring plan to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas. Restructuring expenses were ~~$4.1~~$12.9 million in the three months ended ~~June~~September 30, 2019. These restructuring charges relate primarily to severance and related costs associated with headcount reductions as well as a lease abandonment ~~charge~~charges related to the closure of ~~one office.~~three offices. These charges include ~~$0.4~~$0.6 million of stock-based compensation related to modifications of existing awards granted to certain employees included in the restructuring. We cannot guarantee the restructuring program will achieve its intended result. Risks associated with this restructuring program also include additional unexpected costs, adverse effects on employee morale and the failure to meet operational and growth targets due to the loss of key employees, any of which may impair our ability to achieve anticipated results of operations or otherwise harm our business.

Income Tax Expense

Income tax expense was ~~$2.1~~$0.5 million in the three months ended ~~June~~September 30, 2019 compared to expense of ~~$2.6~~$1.3 million in the three months ended ~~June~~September 30, 2018. The income tax expense for the three months ended September 30, 2019 relates primarily to current foreign taxes.

Six months ended September 30, 2019 compared to six months ended September 30, 2018

Revenues

Total revenues decreased $15.5 million, or 4%, from $345.3 million in the six months ended September 30, 2018 to $329.8 million in the six months ended September 30, 2019.

Software and Products Revenue. Software and products revenue decreased $12.3 million, or 8%, from $144.6 million in the six months ended September 30, 2018 to $132.3 million in the six months ended September 30, 2019. Software and products revenue represented 40% of our total revenues in the six months ended September 30, 2019 and 42% in the six months ended September 30, 2018.

We track software and products revenue on a geographic basis. The geographic regions that are tracked are the Americas (United States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia, China, Japan). Americas, EMEA and APAC represented 51%, 32% and 17% of total software and products revenue, respectively, for the six months ended September 30, 2019. The year over year decline of software and products revenue in the Americas was 20% while EMEA and APAC increased 8% and 4%, respectively.


▪	The decrease in Americas software and products revenue was primarily the result of a decrease in the number of enterprise revenue transactions partially offset by an increase in the average enterprise transaction selling price.


▪	EMEA software and products revenue increased primarily as a result of an increase in both the number and average selling price of enterprise revenue transactions. Using exchange rates from the prior year, the increase in software and products revenue would have been 13%.


▪	The increase in APAC software and products revenue was primarily due to an increase in enterprise revenue driven by an increase in both the number of enterprise revenue transactions and in the average enterprise revenue transaction size. Using exchange rates from the prior year, the increase in software and products revenue would have been 9%.

Software and products revenue derived from enterprise transactions (transactions greater than $0.1 million) represented 63% of our software and products revenue in the six months ended ~~June~~September 30, 2019 and 62% of our software and products revenue in the six months ended September 30, 2018. Enterprise transactions decreased by $6.3 million, or 7%, in the six months ended September 30, 2019 compared to the six months ended September 30, 2018. This was driven by a 22% decrease in the number of enterprise transactions. The average dollar amount of such transactions was approximately $313 thousand in the six months ended September 30, 2019 and $262 thousand in the six months ended September 30, 2018.

Services Revenue. Services revenue decreased $3.2 million, or 2%, from $200.7 million in the six months ended September 30, 2018 to $197.5 million in the six months ended September 30, 2019. Services revenue represented 60% of our total revenues in the six months ended September 30, 2019 and 58% in the six months ended September 30, 2018. The decrease in services revenue is due to a $2.7 million decrease in training and consulting service revenue and a $0.5 million decreased in revenue from customer support agreements.

Cost of Software and Products Revenues. Total cost of software and products revenues increased $5.7 million, from $9.2 million in the six months ended September 30, 2018 to $14.9 million in the six months ended September 30, 2019. Cost of software and product revenue represented 11% of software and product revenue in the six months ended September 30, 2019 compared to 6% in the six months ended September 30, 2018. The increase in cost of software and products revenue is related to additional hardware and software royalty costs associated with our appliance and hyperscale product offerings. As sales of our appliances and hyperscale products continue to ramp, we expect the cost of software and products as a percentage of software and products revenue will increase.

Cost of Services Revenues. Total cost of services revenues decreased $0.2 million, from $45.3 million in the six months ended September 30, 2018 to $45.1 million in the six months ended September 30, 2019. The gross margin of our services revenue was 77% for the both the six months ended September 30, 2019 and 2018.

Operating Expenses

Sales and Marketing. Sales and marketing expenses decreased $18.8 million, or 10%, from $187.1 million in the six months ended September 30, 2018 to $168.3 million in the six months ended September 30, 2019. The decrease is due to a $22.1 million decrease in employee compensation and related expenses mainly attributable to our restructuring and reorganization initiatives. The decrease was partially offset by an increase in marketing related expenses. Sales and marketing expenses as a percentage of total revenues was 51% and 54% in the six months ended September 30, 2019 and 2018, respectively.

Research and Development. Research and development expenses decreased $0.9 million, or 2% , from $47.7 million in the six months ended September 30, 2018 to $46.8 million in the six months ended September 30, 2019. The decrease is primarily due to a decline in employee related costs. Research and development expenses as a percentage of total revenues was 14% in both the six months ended September 30, 2019 and 2018.

General and Administrative. General and administrative expenses decreased $0.8 million, or 2%, from $48.1 million in the six months ended September 30, 2018 to $47.3 million in the six months ended September 30, 2019. General and administrative expenses in the six months ended September 30, 2019 includes $7.6 million of costs related to a non-routine shareholder matter and $1.3 million in acquisition costs. General and administrative expenses as a percentage of total revenues was 14% in both the six months ended September 30, 2019 and 2018.

Restructuring. In fiscal 2019 we initiated a restructuring plan to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas. Restructuring expenses were $16.9 million in the six months ended September 30, 2019. These restructuring charges relate primarily to severance and related costs associated with headcount reductions as well as a lease abandonment charges related to the closure of 3 offices. These charges include $1.0 million of stock-based compensation related to modifications of existing awards granted to certain employees included in the restructuring. We cannot guarantee the restructuring program will achieve its intended result. Risks associated with this restructuring program also include additional unexpected costs, adverse effects on employee morale and the failure to meet operational and growth targets due to the loss of key employees, any of which may impair our ability to achieve anticipated results of operations or otherwise harm our business.

Income Tax Expense

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

Liquidity and Capital Resources

As of ~~June~~September 30, 2019, our cash and cash equivalents balance of ~~$320.8~~$377.6 million primarily consisted of ~~cash and money market funds.~~cash. In addition, as of ~~June~~September 30, 2019 we have short-term investments invested in U.S. Treasury Bills totaling ~~$130.3~~$97.6 million. In recent fiscal years, our principal source of liquidity has been cash provided by operations.

On October 1, 2019, we closed on the acquisition of Hedvig, Inc. In connection with the closing we made $165.5 million of payments from our cash balance.

As of ~~June~~September 30, 2019, the amount of cash and cash equivalents held outside of the United States by our foreign legal entities was approximately ~~$153.0~~$164.1 million. These balances are dispersed across many international locations around the world. We believe that such dispersion meets the current and anticipated future liquidity needs of our foreign legal entities. In the event we needed to repatriate funds from outside of the United States, such repatriation would likely be subject to restrictions by local laws and/or tax consequences including foreign withholding taxes.

During the ~~three~~six months ended ~~June~~September 30, 2019, we repurchased $40.0 million of common stock shares under our share repurchase program. Under our stock repurchase program, repurchased shares are constructively retired and returned to unissued status. Our stock repurchase program has been funded by our existing cash and cash equivalent balances as well as cash flows provided by our operations. As of ~~June~~September 30, 2019, $160.0 million remained in the Company's current stock repurchase authorization which expires March 31, 2020.

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Our future stock repurchase activity is subject to the business judgment of our management and Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows and other anticipated capital requirements or investment alternatives. Our stock repurchase program reduces the dilutive impact on our common shares outstanding associated with stock option exercises and our previous public and private stock offerings through the repurchase of common stock.

Our summarized cash flow information is as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended September 30,
	2019			2018			2019			2018
Net cash provided by operating activities	$	31,140		$	24,770		$	55,119		$	42,530
Net cash provided by (used in) investing activities	(828		)	18,362			31,262			(3,280		)
Net cash used in financing activities	(39,363		)	(11,617		)	(33,701		)	(8,677		)
Effects of exchange rate-changes in cash	1,880			(10,387		)	(3,047		)	(8,176		)
Net increase (decrease) in cash and cash equivalents	$	(7,171	)	$	21,128
Net increase in cash and cash equivalents							$	49,633		$	22,397

Net cash provided by operating activities was ~~$31.1~~$55.1 million in the ~~three~~six months ended ~~June~~September 30, 2019 and ~~$24.8~~$42.5 million in the ~~three~~six months ended ~~June~~September 30, 2018. In the ~~three~~six months ended ~~June~~September 30, 2019, cash provided by operating activities was primarily due to net loss adjusted for the impact of non-cash charges and collection of accounts receivable, partially offset by decreases in deferred revenue and accrued expenses.

Net cash ~~used in~~provided by investing activities was ~~$0.8~~$31.3 million for the ~~three~~six months ended ~~June~~September 30, 2019 and ~~$18.4 million in the three months ended June 30, 2018. In the three months ended June 30, 2019,~~net cash used in investing activities was $3.3 million in the six months ended September 30, 2018. In the six months ended September 30, 2019, cash provided by investing activities was related to ~~$0.8~~the net proceeds from the maturity of short-term investments of $32.7 million partially offset by $1.5 million of capital expenditures.

Net cash used in financing activities was ~~$39.4~~$33.7 million in the ~~three~~six months ended ~~June~~September 30, 2019 and ~~$11.6~~$8.7 million in the ~~three~~six months ended ~~June~~September 30, 2018. The cash used in financing activities in the ~~three~~six months ended ~~June~~September 30, 2019 was the result of $40.0 million of repurchases of common shares partially offset by ~~$0.7~~$6.3 million of proceeds from the exercise of stock options and purchases related to our employee stock purchase program.

Working capital decreased ~~$36.3~~$24.0 million from $328.7 million as of March 31, 2019 to ~~$292.3~~$304.6 million as of ~~June~~September 30, 2019. The net decrease in working capital is due primarily to our use of cash to repurchase common ~~shares.~~shares partially offset by the collection of trade receivables and a decrease in deferred revenue.

We believe that our existing cash, cash equivalents and our cash from operations will be sufficient to meet our anticipated cash needs for working capital, income taxes, capital expenditures and potential stock repurchases for at least the next twelve months. We may seek additional funding through public or private financings or other arrangements during this period. Adequate funds may not be available when needed or may not be available on terms favorable to us, or at all. If additional funds are raised by issuing equity securities, dilution to existing stockholders will result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop or enhance our products or services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2019 we do not have off-balance sheet financing arrangements, including any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

Indemnifications

Certain of our software licensing agreements contain certain provisions that indemnify our customers from any claim, suit or proceeding arising from alleged or actual intellectual property infringement. These provisions continue in perpetuity along with our software licensing agreements. We have never incurred a liability relating to one of these indemnification provisions in the past and we believe that the likelihood of any future payout relating to these provisions is remote. Therefore, we have not recorded a liability during any period related to these indemnification provisions.

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Impact of Recently Issued Accounting Standards

See Note 2 of the unaudited consolidated financial statements for a discussion of the impact of recently issued accounting standards.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As of ~~June~~September 30, 2019, our cash and cash equivalents and short-term investments consisted primarily of money market funds and U.S. Treasury Bills. Due to the short-term nature of these investments, we are not subject to any material interest rate risk on these balances.

Foreign Currency Risk

Economic Exposure

As a global company, we face exposure to adverse movements in foreign currency exchange rates. Our international sales are generally denominated in foreign currencies and this revenue could be materially affected by currency fluctuations. Approximately ~~50%~~49% of our sales were outside the United States for the ~~three~~six months ended ~~June~~September 30, 2019. Our primary exposures are to fluctuations in exchange rates for the U.S. dollar versus the Euro, and to a lesser extent, the Australian dollar, British pound sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations. Historically, we have periodically reviewed and revised the pricing of our products available to our customers in foreign countries and we have not maintained excess cash balances in foreign accounts.

Transaction Exposure

Our exposure to foreign currency transaction gains and losses is primarily the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary. Our foreign subsidiaries conduct their businesses in local currency and we generally do not maintain excess U.S. dollar cash balances in foreign accounts.

Foreign currency transaction gains and losses are recorded in “General and administrative expenses” in the Consolidated Statements of Operations. We recognized a net foreign currency transaction gain of $0.1 million and a loss of less than $0.1 million in the three and six months ended ~~June~~September 30, 2019. We recognized a net foreign currency transaction ~~gain~~gains of ~~$0.5~~$0.2 million and $0.7 million in the three and six months ended ~~June~~September 30, 2018. The net foreign currency transaction gains and losses recorded in “General and administrative” expenses include settlement gains and losses on forward contracts disclosed below.

Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of ~~the~~ our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of ~~June~~September 30, 2019. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2019.

Changes in Internal Control over Financial Reporting

~~During the quarter, we implemented controls related to the adoption of ASC 842 and the related financial statement reporting.~~ There ~~were~~was no ~~other changes~~change in our internal control over financial reporting that occurred during the ~~first~~second quarter of fiscal 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to claims in legal proceedings arising in the normal course of our business. We do not believe that we are currently party to any pending legal action that could reasonably be expected to have a material adverse effect on our business or operating results.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2019, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the risks actually occur, our business, financial conditions or results of operations could be negatively affected. In that case, the trading price of our stock could decline, and our stockholders may lose part or all of their investment.

We may engage in strategic acquisitions or transactions, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

On October 1, 2019, we completed the acquisition of Hedvig, Inc., a California based software-defined storage (SDS) innovator for total consideration of approximately $225 million, subject to customary transaction adjustments, which includes the purchase price and ongoing employee retention in the form of cash and stock-based compensation. The transaction closed on October 1, 2019.

Acquisitions, including complete acquisitions, involve a number of risks, including diversion of management’s attention, ability to finance the acquisition on attractive terms, failure to retain key personnel or valuable customers, legal liabilities and the need to amortize acquired intangible assets, any of which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Any additional future acquisitions may also result in the incurrence of indebtedness or the issuance of additional equity securities.

The intellectual property of an acquired business may be an important component of the value that we agree to pay for such a business. Although we conduct due diligence in connection with each of our acquisitions, such acquisitions are subject to the risks that the acquired business may not own the intellectual property that we believe we are acquiring, that the intellectual property is dependent upon licenses from third parties, that the acquired business infringes upon the intellectual property rights of others or that the technology does not have the acceptance in the marketplace that we anticipated.

We could also experience financial or other setbacks if transactions encounter unanticipated problems, including problems related to execution, integration or underperformance relative to prior expectations. Our management may not be able to successfully integrate any acquired business into our operations or maintain our standards, controls and policies, which could have a material adverse effect on our business, results of operations and financial condition. Consequently, any acquisition we complete may not result in long-term benefits to us or we may not be able to further develop the acquired business in the manner we anticipated.

Following the completion of acquisitions, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, and other transition services to the acquired business for a period of time. There can be no assurance that the seller will do so in a manner that is acceptable to us.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

~~During the first fiscal quarter of the fiscal 2020, we repurchased $40.0 million of common stock, or 829,658 shares, under our share repurchase program. A summary~~There were no purchases of our ~~repurchases of~~ common stock during the three months ended ~~June~~September 30, ~~2019 is as follows:~~

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced programs Approximate dollar value of shares that may yet be purchased under the program
April 2019 —
$ —
—
$ 200,000,000
May 2019 579,458
$ 49.19
579,458
$ 171,882,768
June 2019 250,200
$ 47.89
250,200
$ 159,973,900
Three Months Ended June 30, 2019 829,658
$ 48.24
829,658

2019.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

~~None~~As reported reported in our 8-K filed on August 23, 2019, at our fiscal 2019 Annual Meeting of Stockholders held on August 22, 2019, the stockholders approved the Commvault Systems, Inc. Omnibus Incentive Plan as amended by the Third Amendment (the “Incentive Plan”), pursuant to which we may grant awards to its officers, employees, directors, consultants, independent contractors and agents and those of its affiliates. Awards that may be granted under the Incentive Plan include stock options, stock appreciation rights, full value awards (including restricted stock, restricted stock units, performance shares or units and other stock-based awards) and cash-based awards. The Third Amendment increased the number of shares available for issuance under the Incentive Plan by 1,500,000 shares for a total of 7,050,000 shares of Common Stock.

A more complete description of the Incentive Plan is contained in our proxy statement, dated July 3, 2019, as filed with the Securities and Exchange Commission (“Proxy Statement”), under the heading “Proposal 3 - Approval of Commvault Systems, Inc. Omnibus Incentive Plan, as amended by the Third Amendment” which is incorporated herein by reference. The descriptions of the Incentive Plan set forth herein and in the Proxy Statement are qualified in their entirety by reference to the complete text of the Commvault Systems, Inc. Omnibus Incentive Plan (as amended by the Third Amendment Thereof), which is incorporated by reference to Exhibit 10.1 to Form 8-K filed August 23, 2019.

~~Table of Contents~~

Item 6. Exhibits



Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Commvault Systems, Inc., as amended
3.2	Second Amended and Restated Bylaws of Commvault Systems, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed May 7, 2019)
10.1	Commvault Systems, Inc. Omnibus Incentive Plan (as amended by the Third Amendment Thereof), which is incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 23, 2019
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Table of Contents~~

Signatures

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



		Commvault Systems, Inc.

Dated:	~~July 31,~~October 30, 2019	By:	/s/ Sanjay Mirchandani
		Sanjay Mirchandani
		President and Chief Executive Officer

Dated:	~~July 31,~~October 30, 2019	By:	/s/ Brian Carolan
		Brian Carolan
		Vice President and Chief Financial Officer

2326



Operating Lease Cost	$	2,541
Short-term Lease Cost	119
Variable Lease Cost	242
Net Lease Cost	$	2,902



Remainder of FY 2020	$	6,666
FY 2021	6,794
FY 2022	4,440
FY 2023	2,338
FY 2024	656
Thereafter	981
Total Minimum Lease Payments	$	21,875
Less: Imputed Interest	(2,363		)
Present value of operating lease liabilities	$	19,512
Less: Current Portion of operating lease liabilities	7,894
Long-term operating lease liabilities	$	11,618



Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced programs	Approximate dollar value of shares that may yet be purchased under the program
April 2019	—	$	—	—	$	200,000,000
May 2019	579,458	$	49.19	579,458	$	171,882,768
June 2019	250,200	$	47.89	250,200	$	159,973,900
Three Months Ended June 30, 2019	829,658	$	48.24	829,658