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: ~~December 31, 2020~~June 30, 2021

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

Commission File Number: 1-33026

Commvault Systems, Inc.

(Exact name of registrant as specified in its charter)


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

1 Commvault Way

Tinton Falls, New Jersey 07724

(Address of principal executive offices, including 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	~~The NASDAQ Stock Market~~
~~Preferred Stock Purchase Rights~~		The NASDAQ Stock Market

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act

☐

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

As of ~~January~~July 27, 2021, there were ~~46,997,616~~45,870,960 shares of the registrant’s common stock, $0.01 par value, outstanding.

COMMVAULT SYSTEMS, INC.

FORM 10-Q

INDEX


		Page
Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements and Notes
	Unaudited Consolidated Balance Sheets as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020~~2021	1
	Unaudited Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020 ~~and 2019~~	2
	Unaudited Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020 ~~and 2019~~	3
	Unaudited Consolidated Statements of Stockholders’ Equity for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020 ~~and 2019~~	4
	Unaudited Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~December 31,~~June 30, 2021 and 2020 ~~and 2019~~	65
	Notes to Consolidated Financial Statements (unaudited)	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1715
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2823
Item 4.	Controls and Procedures	2923

Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	3024
Item 1A.	Risk Factors	3024
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	3024
Item 3.	Defaults Upon Senior Securities	3024
Item 4.	Mine Safety Disclosures	3024
Item 5.	Other Information	3025
Item 6.	Exhibits	3125

SIGNATURES		3226

Commvault Systems, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


		December 31, 2020		March 31, 2020			June 30, 2021		March 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	377,569	$	288,082	Cash and cash equivalents	$	359,149	$	397,237
Restricted cash		0		8,000
Short-term investments		10,845		43,645

Trade accounts receivable, net	Trade accounts receivable, net	190,651		146,990		Trade accounts receivable, net	158,862		188,126
Other current assets	Other current assets	27,570		26,969		Other current assets	23,868		22,237
Total current assets	Total current assets	606,635		513,686		Total current assets	541,879		607,600

Property and equipment, net	Property and equipment, net	113,079		114,519		Property and equipment, net	111,778		112,779
Operating lease assets	Operating lease assets	23,709		15,009		Operating lease assets	19,666		20,778
Deferred commissions cost	Deferred commissions cost	35,306		31,394		Deferred commissions cost	40,352		38,444
Intangible assets, net		0		46,350

Goodwill	Goodwill	112,435		112,435		Goodwill	112,435		112,435
Other assets	Other assets	14,415		11,683		Other assets	13,278		12,137
Total assets	Total assets	$	905,579	$	845,076	Total assets	$	839,388	$	904,173
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	622	$	307	Accounts payable	$	136	$	374
Accrued liabilities	Accrued liabilities	102,924		87,051		Accrued liabilities	87,141		112,148
Current portion of operating lease liabilities	Current portion of operating lease liabilities	8,346		7,699		Current portion of operating lease liabilities	7,263		7,469
Deferred revenue	Deferred revenue	247,544		233,497		Deferred revenue	252,743		253,211
Total current liabilities	Total current liabilities	359,436		328,554		Total current liabilities	347,283		373,202
Deferred revenue, less current portion	Deferred revenue, less current portion	108,280		92,723		Deferred revenue, less current portion	120,915		119,231
Deferred tax liabilities, net	Deferred tax liabilities, net	807		849		Deferred tax liabilities, net	762		761
Long-term operating lease liabilities	Long-term operating lease liabilities	17,561		8,808		Long-term operating lease liabilities	14,351		15,419
Other liabilities	Other liabilities	5,424		2,238		Other liabilities	1,539		1,526
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.01 par value: 50,000 shares authorized, 0 shares issued and outstanding	Preferred stock, $0.01 par value: 50,000 shares authorized, 0 shares issued and outstanding	0		0		Preferred stock, $0.01 par value: 50,000 shares authorized, 0 shares issued and outstanding	0		0
Common stock, $0.01 par value: 250,000 shares authorized, 46,835 shares and 46,011 shares issued and outstanding at December 31, 2020 and March 31, 2020, respectively		466		458
Common stock, $0.01 par value: 250,000 shares authorized, 46,066 shares and 46,482 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively						Common stock, $0.01 par value: 250,000 shares authorized, 46,066 shares and 46,482 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively	459		463
Additional paid-in capital	Additional paid-in capital	1,041,073		978,659		Additional paid-in capital	1,095,903		1,069,695
Accumulated deficit	Accumulated deficit	(618,068)		(553,790)		Accumulated deficit	(730,883)		(665,774)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(9,400)		(13,423)		Accumulated other comprehensive loss	(10,941)		(10,350)
Total stockholders’ equity	Total stockholders’ equity	414,071		411,904		Total stockholders’ equity	354,538		394,034
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	905,579	$	845,076	Total liabilities and stockholders’ equity	$	839,388	$	904,173

See accompanying unaudited notes to consolidated financial statements

Commvault Systems, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
		2020		2019		2020		2019			2021		2020
Revenues:	Revenues:									Revenues:
Software and products	Software and products	$	88,625	$	76,631	$	237,488	$	208,900	Software and products	$	82,162	$	76,554
Services	Services	99,367		99,720		294,643		297,236		Services	101,259		96,446
Total revenues	Total revenues	187,992		176,351		532,131		506,136		Total revenues	183,421		173,000
Cost of revenues:	Cost of revenues:									Cost of revenues:
Software and products	Software and products	6,916		8,077		20,666		22,938		Software and products	2,306		5,847
Services	Services	21,496		22,446		59,096		67,546		Services	22,969		18,704
Total cost of revenues	Total cost of revenues	28,412		30,523		79,762		90,484		Total cost of revenues	25,275		24,551
Gross margin	Gross margin	159,580		145,828		452,369		415,652		Gross margin	158,146		148,449
Operating expenses:	Operating expenses:									Operating expenses:
Sales and marketing	Sales and marketing	84,542		84,563		245,287		252,908		Sales and marketing	76,361		81,676
Research and development	Research and development	35,727		30,503		97,824		77,310		Research and development	36,135		31,142
General and administrative	General and administrative	22,702		23,864		69,009		71,124		General and administrative	26,429		21,559
Restructuring	Restructuring	11,618		2,021		19,709		18,951		Restructuring	1,446		2,324
Impairment of intangible assets		0		0		40,700		0

Depreciation and amortization	Depreciation and amortization	2,323		5,356		12,441		10,681		Depreciation and amortization	2,281		5,065
Total operating expenses	Total operating expenses	156,912		146,307		484,970		430,974		Total operating expenses	142,652		141,766
Income (loss) from operations		2,668		(479)		(32,601)		(15,322)
Income from operations										Income from operations	15,494		6,683
Interest income	Interest income	167		786		759		4,270		Interest income	134		343
Income (loss) before income taxes		2,835		307		(31,842)		(11,052)
Income before income taxes										Income before income taxes	15,628		7,026
Income tax expense	Income tax expense	1,162		957		5,373		3,528		Income tax expense	1,731		4,743
Net income (loss)		$	1,673	$	(650)	$	(37,215)	$	(14,580)
Net income (loss) per common share:
Net income										Net income	$	13,897	$	2,283
Net income per common share:										Net income per common share:
Basic	Basic	$	0.04	$	(0.01)	$	(0.80)	$	(0.32)	Basic	$	0.30	$	0.05
Diluted	Diluted	$	0.03	$	(0.01)	$	(0.80)	$	(0.32)	Diluted	$	0.29	$	0.05
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	47,013		46,028		46,575		45,586		Basic	46,180		46,191
Diluted	Diluted	48,013		46,028		46,575		45,586		Diluted	48,167		46,503

See accompanying unaudited notes to consolidated financial statements

Commvault Systems, Inc.

Consolidated Statements of Comprehensive Income ~~(Loss)~~

(In thousands)

(Unaudited)


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
		2020		2019		2020		2019			2021		2020
Net income (loss)		$	1,673	$	(650)	$	(37,215)	$	(14,580)
Net income										Net income	$	13,897	$	2,283
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustment	Foreign currency translation adjustment	2,285		960		4,023		(205)		Foreign currency translation adjustment	(591)		950
Comprehensive income (loss)		$	3,958	$	310	$	(33,192)	$	(14,785)
Comprehensive income										Comprehensive income	$	13,306	$	3,233

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					Common Stock				Additional Paid – In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
		Shares	Amount											Shares					Amount
Balance as of September 30, 2020		46,685	$	464			$	1,023,459					$	(592,762)			$	(11,685)		$	419,476
Balance as of March 31, 2021																		Balance as of March 31, 2021		46,482		$	463		$	1,069,695		$	(665,774)		$	(10,350)		$	394,034
Stock-based compensation	Stock-based compensation				22,037										22,037			Stock-based compensation						21,811									21,811
Share issuances related to stock-based compensation	Share issuances related to stock-based compensation	851	9		1,723										1,732			Share issuances related to stock-based compensation		833		8		15,427									15,435
Repurchase of common stock	Repurchase of common stock	(701)	(7)		(6,146)				(26,979)						(33,132)			Repurchase of common stock		(1,249)		(12)		(11,030)			(79,006)						(90,048)

Net income	Net income								1,673						1,673			Net income									13,897						13,897
Other comprehensive income											2,285				2,285
Balance as of December 31, 2020		46,835	$	466	$	1,041,073			$	(618,068)	$	(9,400)			$	414,071
Other comprehensive loss																		Other comprehensive loss												(591)			(591)
Balance as of June 30, 2021																		Balance as of June 30, 2021		46,066		$	459	$	1,095,903		$	(730,883)		$	(10,941)		$	354,538

Common Stock Additional
Paid – In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Shares Amount
Balance as of March 31, 2020 46,011 $ 458 $ 978,659 $ (553,790) $ (13,423) $ 411,904
Stock-based compensation 61,572 61,572
Share issuances related to stock-based compensation 1,525 15 6,988 7,003
Repurchase of common stock (701) (7) (6,146) (26,979) (33,132)
Cumulative effect change in accounting for ASU 2016-13 (84) (84)
Net loss (37,215) (37,215)
Other comprehensive income 4,023 4,023
Balance as of December 31, 2020 46,835 $ 466 $ 1,041,073 $ (618,068) $ (9,400) $ 414,071


	Common Stock			Additional Paid – In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance as of March 31, 2020	46,011	$	458	$	978,659	$	(553,790)	$	(13,423)	$	411,904
Stock-based compensation				18,951						18,951

Share issuances related to stock-based compensation	310	3		228						231

Cumulative effect change in accounting for ASU 2016-13						(84)				(84)
Net income						2,283				2,283
Other comprehensive income								950		950
Balance as of June 30, 2020	46,321	$	461	$	997,838	$	(551,591)	$	(12,473)	$	434,235

~~Commvault Systems, Inc.~~

~~Consolidated Statements of Stockholders’ Equity~~

~~(In thousands)~~

~~(Unaudited)~~

Common Stock Additional
Paid – In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Shares Amount
Balance as of September 30, 2019 45,409 $ 452 $ 916,899 $ (532,504) $ (12,733) $ 372,114
Stock-based compensation 18,974 18,974
Share issuances related to business combination 1,616 1,616
Share issuances related to stock-based compensation 1,088 11 24,608 24,619
Net loss (650) (650)
Other comprehensive income 960 960
Balance as of December 31, 2019 46,497 $ 463 $ 962,097 $ (533,154) $ (11,773) $ 417,633

Common Stock Additional
Paid – In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Shares Amount
Balance as of March 31, 2019 45,582 $ 454 $ 887,907 $ (485,490) $ (11,568) $ 391,303
Stock-based compensation 48,581 48,581
Share issuances related to business combination 1,616 1,616
Share issuances related to stock-based compensation 1,745 17 30,927 30,944
Repurchase of common stock (830) (8) (6,934) (33,084) (40,026)
Net loss (14,580) (14,580)
Other comprehensive loss (205) (205)
Balance as of December 31, 2019 46,497 $ 463 $ 962,097 $ (533,154) $ (11,773) $ 417,633

See accompanying unaudited notes to consolidated financial statements

Commvault Systems, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


		Nine Months Ended December 31,					Three Months Ended June 30,
		2020		2019			2021		2020
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net loss		$	(37,215)	$	(14,580)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income						Net income	$	13,897	$	2,283
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	13,379		11,618		Depreciation and amortization	2,593		5,378
Noncash stock-based compensation	Noncash stock-based compensation	61,572		48,581		Noncash stock-based compensation	21,811		18,951

Amortization of deferred commissions cost	Amortization of deferred commissions cost	13,747		13,150		Amortization of deferred commissions cost	4,166		4,567
Impairment of operating lease assets	Impairment of operating lease assets	1,304		2,195		Impairment of operating lease assets	0		467
Impairment of intangible asset		40,700		0

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Trade accounts receivable	Trade accounts receivable	(38,970)		12,735		Trade accounts receivable	34,054		(11,384)
Operating lease assets and liabilities, net	Operating lease assets and liabilities, net	(719)		(512)		Operating lease assets and liabilities, net	(153)		(520)
Other current assets and Other assets	Other current assets and Other assets	6,955		5,586		Other current assets and Other assets	(7,594)		7,289
Deferred commissions cost	Deferred commissions cost	(15,946)		(11,352)		Deferred commissions cost	(5,941)		(5,646)
Accounts payable	Accounts payable	273		(1,726)		Accounts payable	(241)		(159)
Accrued liabilities	Accrued liabilities	484		(2,018)		Accrued liabilities	(26,067)		(7,699)
Deferred revenue	Deferred revenue	10,719		(6,262)		Deferred revenue	669		(543)
Other liabilities	Other liabilities	2,964		(1,407)		Other liabilities	17		2,301
Net cash provided by operating activities	Net cash provided by operating activities	59,247		56,008		Net cash provided by operating activities	37,211		15,285
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Purchase of short-term investments		0		(32,800)

Proceeds from maturity of short-term investments	Proceeds from maturity of short-term investments	32,800		98,150		Proceeds from maturity of short-term investments	0		32,800

Purchase of property and equipment	Purchase of property and equipment	(5,994)		(1,911)		Purchase of property and equipment	(1,442)		(1,643)
Business combination, net of cash acquired		0		(157,495)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	26,806		(94,056)		Net cash provided by (used in) investing activities	(1,442)		31,157
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Repurchase of common stock	Repurchase of common stock	(33,132)		(40,026)		Repurchase of common stock	(90,048)		0
Proceeds from stock-based compensation plans	Proceeds from stock-based compensation plans	7,003		30,944		Proceeds from stock-based compensation plans	15,435		231

Net cash used in financing activities		(26,129)		(9,082)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	(74,613)		231
Effects of exchange rate — changes in cash	Effects of exchange rate — changes in cash	21,563		(837)		Effects of exchange rate — changes in cash	756		2,677
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	81,487		(47,967)		Net increase (decrease) in cash, cash equivalents and restricted cash	(38,088)		49,350
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	296,082		327,992		Cash, cash equivalents and restricted cash at beginning of period	397,237		296,082
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	377,569	$	280,025	Cash, cash equivalents and restricted cash at end of period	$	359,149	$	345,432

See accompanying unaudited notes to consolidated financial statements

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited

(In thousands, except per share data)

1. Basis of Presentation

Commvault Systems, Inc. and its subsidiaries ("Commvault," "we," "us," or "our") is a provider of data protection and information management software applications and products. We develop, market and sell a suite of software applications and services, globally, that provides our customers with data protection solutions. We also provide our customers with a broad range of professional and customer support services.

The consolidated financial statements of Commvault as of ~~December 31, 2020~~June 30, 2021 and for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020 ~~and 2019~~ 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 our Annual Report on Form 10-K for fiscal ~~2020.~~2021. 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 our consolidated financial statements and the accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The amount of assets and liabilities reported in our balance sheets and the amounts of revenues and expenses reported for each of our 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, and goodwill and purchased intangible assets. Actual results could differ from those estimates.

2. Summary of Significant Accounting Policies

Recently Adopted Accounting Standards


Standard	Description	Effective Date	Effect on the Consolidated Financial Statements (or Other Significant Matters)
~~Accounting Standards Update ("ASU") No. 2016-13 (Topic 326), Financial Instruments-Credit Losses~~	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.	~~We adopted this new standard as of April 1, 2020, using the modified retrospective method recognized as of the date of initial application.~~	~~The adoption of this new standard resulted in an $84 thousand cumulative effect on our unaudited consolidated financial statements related to an adjustment to our allowance for doubtful accounts.~~ Under the new standard, we assess credit losses on accounts receivable by taking into consideration past collection experience, credit quality of the customer, age of the receivable balance, current economic conditions, and forecasts that affect the collectability of the reported amount.

~~Table of Contents~~

~~Commvault Systems, Inc~~

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

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

~~Recently Issued Accounting Standards Not Yet Adopted~~

~~Standard~~

~~Description~~

~~Effective Date~~

~~Effect on the Consolidated Financial Statements (or Other Significant Matters)~~

ASU No. 2019-12 (Topic 740), Income Taxes

In December 2019, the Financial Accounting Standards Board ("FASB") issued a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

We adopted this standard as of April 1, 2021.

The standard ~~will be effective for us beginning April 1, 2021, with early adoption permitted.~~

~~We are currently evaluating the~~did not have a significant impact ~~of this standard in~~on our ~~consolidated~~ financial ~~statements, including accounting policies, processes, and systems.~~statements.

Table of Contents

Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited (continued)

(In thousands, except per share data)

Concentration of Credit Risk

We grant credit to customers in a wide variety of industries worldwide and generally do not require collateral. Credit losses relating to these customers have historically been minimal.

Sales through our distribution agreement with Arrow Enterprise Computing Solutions, Inc. (“Arrow”) totaled ~~36% and~~ 37% of total revenues for both the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and ~~2019, respectively.~~2020. Arrow accounted for approximately ~~33%~~32% and ~~31%~~33% of total accounts receivable as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, respectively.

~~Fair Value~~Deferred Commissions Cost

Sales commissions, bonuses, and related payroll taxes earned by our employees are considered incremental and recoverable costs of ~~Financial Instruments~~obtaining a contract with a customer. Our typical contracts include performance obligations related to software licenses, software updates, customer support and other services, including software-as-a-service offerings. In these contracts, incremental costs of obtaining a contract are allocated to the performance obligations based on the relative estimated standalone selling prices and then recognized on a systematic basis that is consistent with the transfer of the goods or services to which the asset relates. We do not pay commissions on annual renewals of contracts for software updates and customer support for perpetual licenses. The costs allocated to software and products are expensed at the time of sale, when revenue for the functional software license or appliance is typically recognized. The costs allocated to software updates and customer support for perpetual licenses are amortized ratably over a period of approximately five years, the expected period of benefit of the asset capitalized. We currently estimate a period of five years is appropriate based on consideration of historical average customer life and the estimated useful life of the underlying software or appliance sold as part of the transaction.

Beginning in fiscal 2022, we modified the terms of our commission plans, and as a result, the commission paid on the renewal of a term-based, or subscription software license, was not commensurate with the commission paid on the initial purchase. As a result, the cost of commissions allocated to software updates and customer support on the initial transaction are now amortized over a period of approximately five years, consistent with the accounting for these costs associated with perpetual licenses. The costs of commissions allocated to software updates and support for the renewal of term-based software licenses, is limited to the contractual period of the arrangement as we intend to pay a commensurate renewal commission upon the next renewal of the subscription license and related updates and support. This change in commission plans also resulted in a change in the estimate of the amortization period of our existing Deferred commissions cost associated with term licenses. This change in amortization period resulted in an approximately $1,100 reduction in fiscal 2022 first quarter Sales and marketing expense (than if the change in estimate did not occur).

The ~~carrying amounts~~costs related to professional services are amortized over the period the related professional services are provided and revenue is recognized. Amortization expense related to these costs is included in Sales and marketing expenses in the accompanying Consolidated Statements of our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturity of these instruments. Our short-term investments balance consists of U.S. Treasury Bills with maturities of one year or less. We account for our short-term investments as held to maturity.

~~The following table summarizes the composition of our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2020 and March 31, 2020:~~

December 31, 2020 Level 1 Level 2 Level 3 Total
Short-term investments $ 0 10,999 0 $ 10,999
Operations.

March 31, 2020 Level 1 Level 2 Level 3 Total
Short-term investments $ 0 44,484 0 $ 44,484

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~~Commvault Systems, Inc~~

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

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

3. Revenue

We derive revenues from 2 primary sources: software and products, and services. Software and products revenue includes our software and integrated appliances that combine our software with hardware. Services include customer support (software updates and technical support), consulting, assessment and design services, installation services, customer education and Commvault software-as-a-service, which is branded as Metallic.

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Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited (continued)

(In thousands, except per share data)

We sell both perpetual and term-based licenses of our software. We refer to our term-based software licenses as subscription arrangements. We do not customize our 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. We have concluded that our software licenses (both perpetual and subscription) are functional intellectual property that is distinct as the user can benefit from the software on its own. Software revenue for both perpetual and subscription licenses 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. We do not recognize software revenue related to the renewal of subscription software licenses earlier than the beginning of the new subscription period.

We also sell 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. Revenue related to appliances is recognized when control of the appliances passes to the customer; typically upon delivery. In the second half of fiscal 2021 we began transitioning to a software only model in which we sell software to a third party, which assembles an integrated appliance that is sold to end user customers. As a result, we expect the revenue and costs associated with hardware will decline from recent fiscal years.

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. ~~Commvault sells its~~We sell our 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.~~year on our perpetual licenses. The term of our subscription arrangements is typically three years.

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

In fiscal 2020 Commvault launched Metallic, which is a Commvault software-as-a-service offering. Revenue from Metallic is recognized ratably as services revenue.

Most of our contracts with customers contain multiple performance obligations. For these contracts, we account 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~~is 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)

Our 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
Other Services Revenue
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
Software-as-a-service (Metallic)	Ratably over the course of the contract (over time)	Annual or monthly payments	Observable in transactions without multiple performance obligations

Disaggregation of Revenue

We disaggregate 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 APJ (Australia, New Zealand, Southeast Asia, China). We operate in 1 segment.


		Three Months Ended December 31, 2020									Three Months Ended June 30, 2021
		Americas		EMEA		APJ		Total			Americas		EMEA		APJ		Total
Software and Products Revenue	Software and Products Revenue	$	43,636	$	33,374	$	11,615	$	88,625	Software and Products Revenue	$	51,787	$	21,341	$	9,034	$	82,162
Customer Support Revenue	Customer Support Revenue	53,488		25,808		10,386		89,682		Customer Support Revenue	51,874		26,774		10,321		88,969
Other Services Revenue	Other Services Revenue	5,031		3,332		1,322		9,685		Other Services Revenue	7,310		3,428		1,552		12,290
Total Revenue	Total Revenue	$	102,155	$	62,514	$	23,323	$	187,992	Total Revenue	$	110,971	$	51,543	$	20,907	$	183,421


		Three Months Ended December 31, 2019									Three Months Ended June 30, 2020
		Americas		EMEA		APJ		Total			Americas		EMEA		APJ		Total
Software and Products Revenue	Software and Products Revenue	$	40,291	$	29,107	$	7,233	$	76,631	Software and Products Revenue	$	50,645	$	18,795	$	7,114	$	76,554
Customer Support Revenue	Customer Support Revenue	57,856		22,237		10,438		90,531		Customer Support Revenue	55,238		23,310		10,095		88,643
Other Services Revenue	Other Services Revenue	4,883		2,673		1,633		9,189		Other Services Revenue	4,113		2,555		1,135		7,803
Total Revenue	Total Revenue	$	103,030	$	54,017	$	19,304	$	176,351	Total Revenue	$	109,996	$	44,660	$	18,344	$	173,000

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Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited (continued)

(In thousands, except per share data)

Nine Months Ended December 31, 2020
Americas EMEA APJ Total
Software and Products Revenue $ 133,522 $ 74,232 $ 29,734 $ 237,488
Customer Support Revenue 162,903 74,029 30,840 267,772
Other Services Revenue 13,938 8,971 3,962 26,871
Total Revenue $ 310,363 $ 157,232 $ 64,536 $ 532,131

Nine Months Ended December 31, 2019
Americas EMEA APJ Total
Software and Products Revenue $ 107,375 $ 71,922 $ 29,603 $ 208,900
Customer Support Revenue 173,450 65,810 30,756 270,016
Other Services Revenue 14,179 8,035 5,006 27,220
Total Revenue $ 295,004 $ 145,767 $ 65,365 $ 506,136

Information about Contract Balances

Amounts collected in advance of services being provided are accounted for as Deferred revenue. Nearly all of our Deferred revenue balance is related to services revenue, primarily customer support contracts.

In some arrangements we allow customers to pay for term-based software licenses and products over the term of the software license. Amounts recognized as revenue in excess of amounts billed are recorded as Unbilled receivables. Unbilled receivables, which are anticipated to be invoiced in the next twelve months, are included in Accounts receivable on the Consolidated Balance Sheets. Long-term unbilled receivables are included in Other assets. The opening and closing balances of our 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, 2020 $ 129,856 $ 17,134 $ 7,857 $ 233,497 $ 92,723
Increase, net 39,467 4,194 1,952 14,047 15,557
Ending Balance as of December 31, 2020 $ 169,323 $ 21,328 $ 9,809 $ 247,544 $ 108,280


	Accounts Receivable		Unbilled Receivable (current)		Unbilled Receivable (long-term)		Deferred Revenue (current)		Deferred Revenue (long-term)
Opening Balance as of March 31, 2021	$	168,985	$	19,141	$	7,463	$	253,211	$	119,231
Increase (decrease), net	(30,078)		814		(2,429)		(468)		1,684
Ending Balance as of June 30, 2021	$	138,907	$	19,955	$	5,034	$	252,743	$	120,915

The ~~increase~~decrease in Accounts receivable (inclusive of Unbilled receivables) is a result of ~~an increase~~a decrease in software and products revenue relative to the fourth quarter of the prior fiscal year. The increase in Deferred revenue is primarily the result of an increase in deferred revenue associated with Metallic contracts that are billed upfront and recognized ratably over the contract period partially offset by a decline in deferred revenue associated with customer support revenue related to software and products revenue transactions and customer support renewals during the third quarter of fiscal 2021. Deferred revenue also increased as a result of the weakening US dollar.contracts.

The amount of revenue recognized in the period that was included in the March 31, ~~2020~~2021 balance of deferred revenue was ~~$57,062 and $212,790~~$90,809 for the three ~~and nine~~ months ended ~~December 31, 2020.~~June 30, 2021. The vast majority of this revenue consists of customer support arrangements. The amount of software and products revenue recognized in the three ~~and nine~~ months ended ~~December 31, 2020~~June 30, 2021 related to performance obligations from prior periods was not significant.

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~~Commvault Systems, Inc~~

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

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

Remaining Performance Obligations

In addition to the amounts included in deferred revenue as of ~~December 31, 2020, $48,227~~June 30, 2021, $37,615 of revenue may be recognized from remaining performance obligations, of which approximately ~~$11,000~~$4,100 was related to software and products. We expect the majority of this software and products revenue to be recognized during ~~the three months ended March 31, 2021.~~fiscal 2022. 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. Goodwill and Intangible Assets, Net~~

~~Goodwill~~

~~There were 0 additions, impairments or any other changes to the carrying amount of goodwill during the three and nine months ended December 31, 2020.~~

~~Intangible assets, net~~

~~Intangible assets subject to amortization as of December 31, 2020 are as follows:~~

Gross Carrying Amount Accumulated Amortization Impairment Charge Net Carrying Value
Developed technology $ 49,000 $ (9,800) $ (39,200) $ 0
Customer relationships 3,000 (1,500) (1,500) 0
Total intangible assets, net $ 52,000 $ (11,300) $ (40,700) $ 0

~~Amortization expense from acquired intangible assets was $5,650 for the nine months ended December 31, 2020 and $2,825 for the three and nine months ended December 31, 2019.~~

Our intangible assets (developed technology and customer relationships) were acquired in connection with the Hedvig, Inc. ("Hedvig") transaction. The most material of these assets was the developed technology. The value of this asset was attributable to forecasted incremental revenues directly attributable to this technology. While we have successfully integrated this technology into our existing HyperScale technology, we have not met our forecasts for standalone sales of this acquired technology. During the second quarter of fiscal year 2021 we identified an indicator of impairment and concluded that the carrying values of the developed technology and customer relationships acquired in connection with the Hedvig transaction were not recoverable on an undiscounted basis. As a result, we remeasured the fair value of these assets and concluded their value was de minimis. We recorded a $40,700 impairment charge in the accompanying Consolidated Statements of Operations for the ~~three months ended September 30, 2020.~~ These non-recurring fair value measurements were categorized as Level 3, as significant unobservable inputs were used in the valuation analysis. Key assumptions used in the valuation include forecasts of revenue and expenses over an extended period, the useful life of the asset, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. Certain of these assumptions involve significant judgment and are based on management’s estimate of current and forecasted market conditions.

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Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited (continued)

(In thousands, except per share data)

5.4. Net Income per Common Share

Three Months Ended December 31, Nine Months Ended December 31,
2020 2019 2020 2019
Net income (loss) $ 1,673 $ (650) $ (37,215) $ (14,580)
Basic net income (loss) per common share:
Basic weighted average shares outstanding 47,013 46,028 46,575 45,586
Basic net income (loss) per common share $ 0.04 $ (0.01) $ (0.80) $ (0.32)
Diluted net loss per common share:
Basic weighted average shares outstanding 47,013 46,028 46,575 45,586
Dilutive effect of stock options and restricted stock units 1,000 0 0 0
Diluted weighted average shares outstanding 48,013 46,028 46,575 45,586
Diluted net income (loss) per common share $ 0.03 $ (0.01) $ (0.80) $ (0.32)


	Three Months Ended June 30,
	2021		2020
Net income	$	13,897	$	2,283
Basic net income per common share:
Basic weighted average shares outstanding	46,180		46,191
Basic net income per common share	$	0.30	$	0.05
Diluted net income per common share:
Basic weighted average shares outstanding	46,180		46,191
Dilutive effect of stock options and restricted stock units	1,987		312
Diluted weighted average shares outstanding	48,167		46,503
Diluted net income per common share	$	0.29	$	0.05

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 ~~1,049~~616 and ~~5,459~~3,166 for the three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively, ~~and 5,160 and 4,952 for the nine months ended December 31, 2020 and 2019~~ because the effect would have been anti-dilutive.

6.5. Commitments and Contingencies

From time to time, we are subject to claims in legal proceedings arising in the normal course of business. On February 9, 2021, Rubrik, Inc. filed a patent-infringement lawsuit against Commvault Systems, Inc. in the United States District Court for the Western District of Texas – Waco Division. Rubrik asserts U.S. Patents 11,016,761, 10,852,998, 10,133,495, and 9,075,773. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate timing or outcome of this matter. We are unable at this time to determine whether the outcome of the litigation will have a material impact on our results of operations, financial condition, or cash flows. We believe that Rubrik’s claims are without merit, and we intend to vigorously contest them.

We do not believe that we are currently party to any other pending legal action that could reasonably be expected to have a material adverse effect on our business or operating results.

7.6. Capitalization

During the three months ended ~~December 31, 2020,~~June 30, 2021, we repurchased ~~$33.1 million~~$90,048 of common stock ~~(700,694~~(1,249 shares). There were 0 repurchases of common stock during the first ~~half~~quarter of fiscal year 2021. ~~As of December 31, 2020, $166,868 remained in our current~~Our stock repurchase ~~authorization which expires on March 31, 2022.~~

~~Subsequent event~~program has been funded by our existing cash and cash equivalent balances as well as cash flows provided by our operations.

Our Board has approved, and we intend to execute, a capital allocation policy that provides for the repurchase of $200,000 of our common stock for the period from February 1, 2021 through the end of our 2022 fiscal year, plus the use of approximately 75% of our fiscal 2022 free cash flow for additional repurchases during fiscal year 2022. From the period beginning February 1, 2021 through June 30, 2021 we have repurchased $152,175 of our common stock.

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Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited (continued)

(In thousands, except per share data)

8.7. 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 expenses and Restructuring expenses for the three ~~and nine~~ months ended ~~December 31, 2020~~June 30, 2021 and ~~2019.~~2020. Stock-based compensation is attributable to stock options, restricted stock units, performance based awards and the employee stock purchase plan.


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
		2020		2019		2020		2019			2021		2020
Cost of services revenue	Cost of services revenue	$	945	$	635	$	2,351	$	2,023	Cost of services revenue	$	1,185	$	666
Sales and marketing	Sales and marketing	9,714		9,128		25,906		24,133		Sales and marketing	7,308		7,204
Research and development	Research and development	6,203		5,222		17,722		9,226		Research and development	7,185		5,941
General and administrative	General and administrative	4,021		3,280		13,735		11,517		General and administrative	6,011		5,083
Restructuring	Restructuring	1,154		709		1,858		1,682		Restructuring	122		57
Stock-based compensation expense	Stock-based compensation expense	$	22,037	$	18,974	$	61,572	$	48,581	Stock-based compensation expense	$	21,811	$	18,951

As of ~~December 31, 2020,~~June 30, 2021, there was ~~$137,420~~$137,596 of unrecognized stock-based compensation expense related to restricted stock unit awards that is expected to be recognized over a weighted-average period of ~~2.05~~1.83 years. We account for forfeitures as they occur. To the extent that awards are forfeited, stock-based compensation will be different from our current estimate.

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Commvault Systems, Inc

Notes to Consolidated Financial Statements - Unaudited (continued)

(In thousands, except per share data)

Stock Options

Stock option activity ~~was not significant in~~for the ~~nine~~three months ended ~~December 31,~~June 30, 2021 is as follows:


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of March 31, 2021	1,357	$	62.06
Options granted	0	0
Options exercised	(337)	45.87
Options forfeited	0	0
Options expired	(1)	81.21
Outstanding as of June 30, 2021	1,019	67.38		2.17	$	14,645
Exercisable as of June 30, 2021	1,019	67.38		2.17	$	14,645

The total intrinsic value of options exercised was $10,835 for the three months ended June 30, 2021 and $115 for the three months ended June 30, 2020.

Restricted Stock Units

Restricted stock unit activity for the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 is as follows:


Non-vested Restricted Stock Units	Non-vested Restricted Stock Units	Number of Awards	Weighted- Average Grant Date Fair Value		Non-vested Restricted Stock Units	Number of Awards	Weighted- Average Grant Date Fair Value
Non-vested as of March 31, 2020		3,237	$	50.47
Non-vested as of March 31, 2021					Non-vested as of March 31, 2021	3,451	$	44.90
Awarded	Awarded	2,005	41.01		Awarded	585	73.66
Vested	Vested	(1,314)	51.17		Vested	(496)	43.86
Forfeited	Forfeited	(230)	51.37		Forfeited	(124)	47.77
Non-vested as of December 31, 2020		3,698	$	45.09
Non-vested as of June 30, 2021					Non-vested as of June 30, 2021	3,416	$	49.87

The weighted-average fair value of restricted stock units awarded was ~~$43.70 and $41.01~~$73.66 per unit during the three ~~and nine~~ months ended ~~December 31, 2020, and $46.21 and $46.60~~June 30, 2021, $36.62 per unit during the three ~~and nine~~ months ended ~~December 31, 2019.~~June 30, 2020. The weighted-average fair value of awards includes the awards with a market condition described below.

Performance Based Awards

In the three months ended June 30, 2021, we granted 117 performance restricted stock units ("PSUs") to certain executives. Vesting of these awards is contingent upon i) us meeting certain revenue and non-GAAP performance goals (performance-based) in fiscal 2022 and ii) our customary service periods. The awards vest over three years. These awards generally have potential to vest at 200% based on actual fiscal 2022 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 PSUs 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 ~~nine~~three months ended ~~December 31, 2020,~~June 30, 2021, we granted ~~299~~105 market performance stock units to certain executives. The vesting of these awards is contingent upon us meeting certain total shareholder return ("TSR") levels as compared to the Russell 3000 market index over the next three years. The awards vest in 3 annual tranches and have a maximum potential to vest at 200% ~~(598~~(210 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 ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 was ~~$36.76~~$87.74 per unit. The awards are included in the restricted stock unit ~~table above.~~

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~~Commvault Systems, Inc~~

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

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

~~Employee Stock Purchase Plan~~

The Employee Stock Purchase Plan (the "Purchase Plan") is a shareholder approved plan under which substantially all employees may purchase Commvault’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the six-month offering periods. An employee’s payroll deductions under the Purchase Plan are limited to 10% of the employee’s salary and employees may not purchase more than $25 of stock during any calendar year. Employees purchased 129 shares in exchange for $4,652 of proceeds in the nine months ended December 31, 2020 and 136 shares in exchange for $4,833 in the nine months ended December 31, 2019. The total expense associated with the Purchase Plan was $2,528 for the nine months ended December 31, 2020 and $2,243 for the nine months ended December 31, 2019.

9.8. Income Taxes

Income tax expense was ~~$5,373~~$1,731 in the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 compared to expense of ~~$3,528~~$4,743 in the ~~nine~~three months ended ~~December 31, 2019. In the fourth~~June 30, 2020. Current quarter ~~of fiscal 2020, we recorded a~~income tax expense relates primarily to current tax benefit of approximately $10,000 which represented our estimate of the net operating loss carryback resulting from the CARES Act. In the first quarter of fiscal 2021, we recorded an adjustment of $3,200 to reduce the current benefit of the net operating loss carryback benefit we will realize from the CARES Act.foreign taxes. In fiscal 2018, we determined that it was more likely than not that we will not realize the benefits of our 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 0. Our position remains unchanged with respect to the realizability of our deferred tax assets as of ~~December 31, 2020.~~June 30, 2021.

~~10.~~9. Restructuring

Our restructuring plan, initiated in the first quarter of fiscal 2019, is aimed to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas. These restructuring charges relate primarily to severance and related costs associated with headcount reductions, stock-based compensation related to modifications of existing unvested awards granted to certain employees impacted by the restructuring plan and lease abandonment charges.

For the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ restructuring charges were comprised of the following:


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
		2020		2019		2020		2019			2021		2020
Employee severance and related costs	Employee severance and related costs	$	9,852	$	1,167	$	16,547	$	15,074	Employee severance and related costs	$	1,324	$	1,800
Lease impairments and related costs (1)	Lease impairments and related costs (1)	612		145		1,304		2,195		Lease impairments and related costs (1)	0		467
Stock-based compensation	Stock-based compensation	1,154		709		1,858		1,682		Stock-based compensation	122		57
Total restructuring charges	Total restructuring charges	$	11,618	$	2,021	$	19,709	$	18,951	Total restructuring charges	$	1,446	$	2,324

(1) Lease impairment charges for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2020 relate to ~~1 and 6 offices, respectively. Lease~~2 offices. There were 0 lease impairment charges for the three ~~and nine~~ months ended ~~December 31, 2019 relate to 2 and 5 offices, respectively.~~June 30, 2021.

~~Table of Contents~~

~~Commvault Systems, Inc~~

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

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

Restructuring accruals

The activity in our restructuring accruals for the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 is as follows:


	Total
Balance as of March 31, ~~2020~~2021	$	~~2,531~~3,095
Employee severance and related costs	~~16,547~~1,324
Payments	~~(13,243)~~(2,602)
Balance as of ~~December 31, 2020~~June 30, 2021	$	~~5,835~~1,817

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

You should read the following discussion and analysis along with our consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q. The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2020.~~2021. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Overview

Commvault Systems, Inc. is a ~~leading provider of~~global data protection and information management software ~~applications and related services. Commvault was incorporated in 1996 as a Delaware corporation. The Commvault software platform is an~~company offering customers enterprise level, ~~integrated~~intelligent data ~~and information~~ management ~~solution,~~solutions built from the ground up on a single platform and unified code base. Commvault was incorporated in Delaware in 1996.

At Commvault, we believe in solving hard problems for our customers. To do this, we provide capabilities which enable our customers to accelerate their digital transformation in today's ever evolving workforce using tools that are light touch and utilize artificial intelligence and machine learning to drive automation. Our product portfolio empowers our customers to reduce complexity, reign in data fragmentation, and accelerate their cloud journey. All software functionality ~~share~~shares the same back-end technologies to deliver the benefits of a holistic approach to protecting, managing, and accessing data. ~~The~~Our software addresses many aspects of storage and data management in the enterprise, while providing scalability and control of data and information. We believe our technology provides the broadest set of capabilities in the industry, which allows customers to reduce storage costs and administrative overhead. We also sell appliances that integrate the Commvault 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. Commvault also providesprovide our customers with a broad range of professional ~~services that are delivered by our worldwide support and field operations.~~services.

Sources of Revenues

We derive a significant portion of our total revenues from sales of licenses of our software applications and related appliance products. We do not customize our software or products 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 45% and ~~41%~~44% of our total revenues for the ~~nine~~three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively.

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. Larger deals (transactions greater than $0.1 million) represented 69% and ~~64%~~73% of our total software and products revenue in the ~~nine~~three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively.

Software and products revenue generated through indirect distribution channels accounted for ~~over~~approximately 90% of total software and products revenue in both the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and ~~2019.~~2020. Software and products revenue generated through direct distribution channels accounted for ~~less than~~approximately 10% of total software and products revenue in both the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and 2019. The dollar value of software and products revenue generated through indirect distribution channels increased $28.4 million in the nine months ended December 31, 2020 compared to the nine months ended December 31, 2019. The dollar value of software and products revenue generated through direct distribution channels increased $0.1 million in the nine months ended December 31, 2020 compared to the nine months ended December 31, 2019.2020. 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~~plan to continue to invest in both our channel relationships and direct sales force in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term. The failure of our indirect distribution channels or our direct sales force to effectively sell our software applications could have a material adverse effect on our revenues and results of operations.

We ~~also~~ have a non-exclusive distribution agreement covering our North American commercial markets and our U.S. Federal Government market with Arrow Enterprise Computing Solutions, Inc. ("Arrow"), a subsidiary of Arrow Electronics, Inc. Pursuant to this distribution agreement, Arrow's primary role is to enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and leveraging their own industry experience. We generated ~~36% and~~ 37% of our total revenues through Arrow in both the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and ~~2019, respectively.~~2020. If Arrow were to discontinue or reduce the sales of our products, or if our agreement with

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~~or if our agreement with~~ Arrow ~~was~~were 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 itsuch events would have a material adverse effect on our future business.

Our services revenue was 55% of our total revenues for the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and ~~59%~~56% of our total revenues for the ~~nine~~three months ended ~~December 31, 2019.~~June 30, 2020. 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, implementation and post-deployment services and training, all of which to date have predominantly been sold in connection with the sale of software applications. Our newly launched software-as-a-service solution, branded Metallic, is also included in services revenue. Revenue from Metallic is recognized ratably over the contract period.

Foreign Currency Exchange Rates’ Impact on Results of Operations

Sales outside the United States were ~~48%~~45% of our total revenue for the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and ~~49%~~42% of our total revenue for the ~~nine~~three months ended ~~December 31, 2019.~~June 30, 2020. The ~~results~~income statements 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 ~~December 31, 2019,~~June 30, 2020, our software and products revenue would have been lower by ~~$2.8~~$3.1 million, our services revenue would have been lower by ~~$2.5~~$4.5 million, our cost of sales would have been lower by ~~$0.6~~$0.9 million and our operating expenses would have been lower by ~~$1.7~~$3.5 million from non-U.S. operations for the three months ended December 31, 2020. Using the average foreign currency exchange rates for the nine months ended December 31, 2019, our software and products revenue would have been lower by $3.5 million, our services revenue would have been lower by $2.9 million, our cost of sales would have been lower by $0.8 million and our operating expenses would have been lower by $1.5 million from non-U.S. operations for the nine months ended December 31, 2020.June 30, 2021.

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 net foreign currency transaction losses of ~~$0.5~~approximately $0.1 million and ~~$1.7~~$0.8 million for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020, respectively. ~~We recognized net foreign currency transaction losses of $0.1 million and $0.2 million for the three and nine months ended December 31, 2019, respectively.~~

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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

•Goodwill ~~and Purchased Intangible Assets~~

There have been no significant changes in our critical accounting policies during the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 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, ~~2020.~~2021.

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Results of Operations

Three months ended ~~December 31, 2020~~June 30, 2021 compared to three months ended ~~December 31, 2019~~June 30, 2020

Revenues (in millions)

–Total revenues increased ~~$11.6~~$10.4 million, or 7%6%.

•Software and products revenue represented ~~47%~~45% of our total revenue in the three months ended ~~December 31, 2020~~June 30, 2021 and ~~43%~~44% of our total revenue in the three months ended ~~December 31, 2019.~~June 30, 2020.

•Larger deal revenue (deals greater than $0.1 million) represented ~~68%~~69% of our software and products revenue in the three months ended ~~December 31, 2020~~June 30, 2021 and ~~66%~~73% of our software and products revenue in the three months ended ~~December 31, 2019.~~June 30, 2020.

–Software and products revenue increased ~~$12.0~~$5.6 million, or ~~16%~~7%, as a result of the following:

•An increase of ~~$9.5~~$4.7 million, or ~~19%~~23%, in transactions less than $0.1 million.

•An increase of $0.9 million, or 2%, in larger deal revenue.

•An increase of 3%34% in the volume of larger deal revenue transactions ~~from 182~~to 185 deals for the three months ended ~~December 31, 2019 to 187~~June 30, 2021, up from 138 deals for the three months ended ~~December 31,~~June 30, 2020.

•The average dollar amount of larger deal revenue transactions was approximately ~~$322~~$305 thousand and ~~$279~~$403 thousand for the three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~respectively, representing a ~~15% increase respectively.~~

•~~An increase of $2.5 million in transactions less than $0.1 million.~~24% decrease. The prior year first quarter included a high seven figure transaction that significantly impacted the average dollar amount per transaction.

–Services revenue represented ~~53%~~55% of our total revenue in the three months ended ~~December 31, 2020~~June 30, 2021 and ~~57%~~56% of our total revenue in the three months ended ~~December 31, 2019.~~June 30, 2020. Services revenue ~~decreased $0.3~~increased $4.8 million primarily due to the following:

•~~A decrease~~An increase of ~~$0.8~~$4.5 million of other services revenue, driven primarily by the year over year increase in revenue from Metallic.

•An increase of $0.3 million in revenue from customer support agreements.

•~~Partially offset by an increase of $0.5 million of revenue from Metallic, our SaaS based offering~~

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 APJ (Australia, New Zealand, Southeast Asia, China, Japan). Americas, EMEA and APJ represented ~~49%~~63%, ~~38%~~26% and ~~13%~~11% of total software and products revenue, respectively, for the three months ended ~~December 31, 2020.~~June 30, 2021. Software and products revenue increased year over year by 8%2% in the Americas, ~~15%~~14% in EMEA and ~~61%~~27% in APJ.

▪The increase in Americas software and products revenue was primarily the result of a ~~10%~~43% increase in ~~larger deal~~ transactions ~~revenue driven by an increase in the volume of larger deal transactions.~~less than $0.1 million.

▪EMEA software and products revenue increased as a result of a ~~23%~~20% increase in revenue on deals under $0.1 million. Using exchange rates from the prior year, the increase in software and products revenue would have been 8%4%.

▪The increase in APJ was the result of larger deal transactions increasing more than two times over the prior year period, partially offset by a decrease in deals under $0.1 million. Using exchange rates from the prior year, the increase in software and products revenue would have been ~~52%~~16%.

Our software and products revenue in EMEA and APJ is subject to changes in foreign exchange rates as more fully discussed above in the “Foreign Currency Exchange Rates’ Impact on Results of Operations” section.

Cost of Revenues and Gross Margin ($ in millions)

–Total cost of revenues ~~decreased $2.1~~increased $0.7 million, and represented ~~15%~~14% of our total revenues for both the three months ended ~~December 31, 2020 compared to 17% for the three months ended December 31, 2019.~~June 30, 2021 and 2020.

–Cost of software and products revenue decreased ~~$1.2~~$3.5 million, and represented 8%3% of our total software and products revenue for the three months ended ~~December 31, 2020~~June 30, 2021 compared to ~~11%~~8% for the three months ended ~~December 31, 2019.~~June 30, 2020. The decrease is the result of reduced sales of hardware associated with our appliance as well as reduced software royalties associated with sales of HyperScale appliances and software. Beginning with the launch of HyperScale X in the middle of fiscal 2021, we ~~will transition~~began transitioning to a software only model. HyperScale X also has reduced software royalties relative to prior versions of HyperScale.

–Cost of services revenue ~~decreased $0.9~~increased $4.2 million, representing ~~22%~~23% of our total services revenue for the three months ended ~~December 31, 2020~~June 30, 2021 compared to ~~23%~~19% for the three months ended ~~December 31, 2019.~~June 30, 2020. The ~~decline~~increase in cost of services revenue is primarily related to ~~a decrease~~an increase in ~~employee-related~~the cost of infrastructure related to Metallic, as well as an increase in employee compensation and related expenses ~~attributable~~compared to ~~our restructuring and reorganization initiatives.~~

the prior year due to the temporary pay cuts enacted in the first quarter of 2021.

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Operating Expenses ($ in millions)

– Sales and marketing expenses ~~remained relatively flat with~~decreased $5.3 million, or 7%, primarily due to a ~~slight~~ decrease ~~of $0.1 million driven by:~~

•~~Decrease~~ in ~~travel~~employee compensation and related ~~expenses as a result of COVID-19, partially offset by an increase in variable compensation associated with increased revenue.~~costs.

– Research and development expenses increased ~~$5.2~~$5.0 million, or ~~17%~~16%, as a result of an increase in employee compensation and related expenses attributable to the expansion of our engineering group.

•~~Stock-based~~The increase in employee compensation ~~increased~~included an increase in stock-based compensation of $1.2 million compared to prior year.

•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 expenses ~~decreased $1.2~~increased $4.9 million, or 5%23%, primarily due to the following:

•~~Reduction~~Increase in employee compensation and related expenses compared to the prior year due to the temporary pay cuts enacted in the first quarter of 2021.

•Increase in legal expenses of $2.4 million for legal costs related to ~~non-recurring~~intellectual property matters.

•Stock-based compensation increased $1.2 million compared to the prior ~~year expenses associated with Hedvig acquisition costs.~~year.

– Restructuring: Our restructuring plan is intended to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas. Restructuring expenses were ~~$11.6~~$1.4 million and ~~$2.0~~$2.3 million in the three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. These restructuring charges relate primarily to severance and related costs associated with headcount ~~reductions as well as lease abandonment charges related to the closure of one office in the third quarter of fiscal year 2021 and two offices in the third quarter of fiscal 2020.~~reductions. These charges include ~~$1.2~~$0.1 million ~~and $0.7 million~~ in both the three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively, 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.

–Depreciation and amortization expense decreased ~~$3.1~~$2.8 million, from ~~$5.4~~$5.1 million in the three months ended ~~December 31, 2019~~June 30, 2020 to $2.3 million in the three months ended ~~December 31, 2020,~~June 30, 2021, driven by the ~~reduced~~elimination of amortization of intangible assets related to Hedvig due to their impairment in the second quarter of fiscal 2021.

Income Tax Expense

Income tax expense was ~~$1.2~~$1.7 million in the three months ended ~~December 31, 2020~~June 30, 2021 compared to expense of ~~$1.0~~$4.7 million in the three months ended ~~December 31, 2019.~~June 30, 2020. The income tax expense for the three months ended ~~December 31, 2020~~June 30, 2021 relates primarily to current ~~federal and~~ foreign taxes.

~~Nine months ended December 31, 2020 compared to nine months ended December 31, 2019~~

~~Revenues (in millions)~~

–~~Total revenues increased $26.0 million, or 5%.~~

•~~Software and products revenue represented 45% of our total revenue in the nine months ended December 31, 2020 and 41% of our total revenue in the nine months ended December 31, 2019.~~

•Larger deal revenue (deals greater than $0.1 million) represented approximately 69% of our software and products revenue in the nine months ended December 31, 2020 and 64% of our software and products revenue in the nine months ended December 31, 2019.

–~~Software and products revenue increased $28.6 million, or 14%, as a result of the following:~~

•~~An increase of $29.3 million, or 22%, in larger deal revenue.~~

•~~An increase of 6% in the number of larger deal revenue transactions and an increase of 15% in the average dollar amount of such transactions.~~

•~~The average dollar amount of larger deal revenue transactions was approximately $344 thousand and $299 thousand for the nine months ended December 31, 2020 and 2019, respectively.~~

–Services revenue represented 55% of our total revenue in the nine months ended December 31, 2020 and 59% of our total revenue in the nine months ended December 31, 2019. Services revenue decreased $2.6 million, or 1%, primarily due to the following:

•~~A decrease of $2.2 million in revenue from customer support agreements.~~

• ~~A decrease of $0.4 million in training and consulting services.~~

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 APJ (Australia, New Zealand, Southeast Asia, China, Japan). Americas, EMEA and APJ represented 56%, 31% and 13% of total software and products revenue, respectively, for the nine months ended December 31, 2020. Software and products revenue increased year over year by 24% in the Americas and 3% in EMEA; whereas APJ remained flat.

▪~~The increase in Americas software and products revenue was primarily the result of a 32% increase in revenue from larger deal transactions compared to the nine months ended December 31, 2019.~~

▪~~EMEA software and products revenue increased as a result of a 6% increase in revenue on deals under $0.1 million.~~

▪~~Revenue from larger deal transactions in APJ increased by $2.9 million; whereas transactions under $0.1 million decreased by $2.7 million resulting in nominal growth.~~

~~Cost of Revenues and Gross Margin ($ in millions)~~

–Total cost of revenues decreased $10.6 million, and represented 15% of our total revenues for the nine months ended December 31, 2020 compared to 18% for the nine months ended December 31, 2019. Temporary salary cuts during the first half of fiscal year 2021 related to COVID-19 resulted in savings of $1.1 million in cost of revenues. The remaining decrease is primarily due to a decrease in employee-related expenses attributable to our restructuring and reorganization initiatives and a decrease in cost of sales associated with our appliance.

–Cost of software and products revenue decreased $2.2 million, and represented 9% of our total software and products revenue for the nine months ended December 31, 2020 compared to 11% for the nine months ended December 31, 2019. The decrease is the result of lower cost of sales associated with our appliance compared to the same period in the prior year.

–Cost of services revenue decreased $8.4 million, representing 20% of our total services revenue for the nine months ended December 31, 2020 compared to 23% for the nine months ended December 31, 2019. The decline in cost of services revenue is primarily related to a decrease in employee-related expenses attributable to our restructuring and reorganization initiatives. Additionally, there was a decrease in expenses associated with the delivery of professional services revenue as well as temporary salary cuts during the first half of fiscal year 2021 related to COVID-19.

~~Operating Expenses ($ in millions)~~

– ~~Sales and marketing expenses decreased $7.6 million, or 3%, primarily due to the following:~~

•~~Decreases related to the decline of travel and related expenses as a result of COVID-19.~~

•~~Temporary salary cuts during the first half of fiscal year 2021 related to COVID-19~~

•~~These declines were partially offset by an increase in variable compensation associated with increased revenue.~~

– ~~Research and development expenses increased $20.5 million, or 27%, as a result of an increase in employee compensation and related expenses attributable to the expansion of our engineering group.~~

•The increase is the result of additional headcount related to the acquisition of Hedvig including the stock-based compensation issued in connection with the transaction. Hedvig was acquired in October 2019; therefore, the prior year period includes only three months of such expenses compared to nine months during this period.

•Additionally, certain Hedvig shareholders will receive cash payments totaling $14.1 million over the course of the 30 months following the date of acquisition, subject to their continued employment with the Company. While these payments are proportionate to these shareholders' ownership of Hedvig, under GAAP they are accounted for as compensation expense over the course of the 30 month service period. Research and development expenses in the nine months ended December 31, 2020 includes $4.2 million of expense related to this arrangement compared to $1.4 million in the nine months ended December 31, 2019.

•~~These increases were partially offset by $1.7 million in savings related to temporary pay cuts in the first half of fiscal year 2021.~~

•~~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 expenses decreased $2.1 million, or 3%, primarily due to the following:~~

•~~Reduction of non-recurring prior year expenses associated with a non-routine shareholder matter and Hedvig acquisition costs.~~

•~~Temporary salary cuts during the first half of fiscal year 2021 related to COVID-19.~~

•~~Partially offset by increases in legal expenses for intellectual property associated with ongoing litigation and foreign currency losses due to the weakening of the US dollar.~~

– Restructuring: Our restructuring plan is intended to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas. Restructuring expenses were $19.7 million and $19.0 million in the nine months ended December 31, 2020 and 2019, respectively. These restructuring charges relate primarily to severance and related costs associated with headcount reductions as well as lease abandonment charges related to the closure of six offices for the nine months ended December 31, 2020 and five offices in the nine months ended December 31, 2019. These charges include $1.9 million for the nine months ended December 31, 2020 and $1.7 million for the nine months ended December 31, 2019 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.

–Impairment of intangible assets: In the second quarter of fiscal year 2021, we recorded non-cash impairment charges of $40.7 million on the intangible assets (developed technology and customer relationships) acquired in connection with Hedvig, Inc. The charges were the result of a moderated view of acquisition assumptions.

–Depreciation and amortization expense increased $1.7 million, from $10.7 million in the nine months ended December 31, 2019 to $12.4 million in the nine months ended December 31, 2020, driven by the amortization of intangible assets acquired as a result of the Hedvig business combination in October 2019. The current year includes six months of amortization of these intangible assets as they were impaired in the second quarter of fiscal 2021; whereas prior year includes three months.

~~Income Tax Expense~~

Income tax expense was $5.4 million in the nine months ended December 31, 2020 compared to expense of $3.5 million in the nine months ended December 31, 2019. In the fourth quarter of fiscal 2020, we recorded a current tax benefit of approximately $10.0 million which represented our estimate of the net operating loss carryback resulting from the CARES Act. In the first quarter of fiscal 2021, we recorded an adjustment of $3.2 million to reduce the current benefit of the net operating loss carryback benefit we will realize from the CARES Act.

Liquidity and Capital Resources

As of ~~December 31, 2020,~~June 30, 2021, our cash ~~and cash equivalents~~ balance ~~of $377.6 million primarily consisted of cash. In addition, we have approximately $10.8 million of short-term investments invested in U.S. Treasury Bills.~~was $359.1 million. In recent fiscal years, our principal source of liquidity has been cash provided by operations.

As of ~~December 31, 2020,~~June 30, 2021, the amount of cash and cash equivalents held outside of the United States by our foreign legal entities was approximately ~~$176.5~~$186 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 ~~nine~~three months ended ~~December 31, 2020,~~June 30, 2021, we repurchased ~~$33.1~~$90.0 million ~~shares~~ of our common stock (1.2 million 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.

Our Board has approved, and we intend to execute, a capital allocation policy that provides for the repurchase of $200 million of our common stock for the period from February 1, 2021 through the end of our 2022 fiscal year, plus the use of approximately 75% of our fiscal 2022 free cash flow for additional repurchases during fiscal year 2022.

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 Since February 1, 2021 through ~~the repurchase~~June 30, 2021 we have repurchased $152.2 million of common stock.

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


		Nine Months Ended December 31,					Three Months Ended June 30,
		2020		2019			2021		2020
Net cash provided by operating activities	Net cash provided by operating activities	$	59,247	$	56,008	Net cash provided by operating activities	$	37,211	$	15,285
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	26,806		(94,056)		Net cash provided by (used in) investing activities	(1,442)		31,157
Net cash used in financing activities		(26,129)		(9,082)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	(74,613)		231
Effects of exchange rate-changes in cash	Effects of exchange rate-changes in cash	21,563		(837)		Effects of exchange rate-changes in cash	756		2,677
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	$	81,487	$	(47,967)	Net increase (decrease) in cash, cash equivalents and restricted cash	$	(38,088)	$	49,350

– Net cash provided by operating activities was impacted by net ~~loss~~income adjusted for the impact of non-cash charges, ~~an increase~~a decrease in ~~deferred revenue and~~accounts receivable, partially offset by ~~an increase~~a decease in ~~accounts receivable.~~accrued liabilities.

– Net cash ~~provided by~~used in investing activities was related to ~~net proceeds from the maturity of short-term investments of $32.8 million partially offset by $6.0~~$1.4 million of capital expenditures.

– Net cash used in financing activities was the result of ~~$33.1~~$90.0 million of repurchases of common shares partially offset by ~~$7.0~~$15.4 million of proceeds from the exercise of stock ~~options and purchases of our stock under the Employee Stock Purchase Plan.~~options.

Working capital ~~increased $62.1~~decreased $39.8 million from ~~$185.1~~$234.4 million as of March 31, ~~2020~~2021 to ~~$247.2~~$194.6 million as of ~~December 31, 2020.~~June 30, 2021. The net ~~increase~~decrease in working capital is primarily the result of cash ~~flow from operations.~~used for share repurchases during the quarter.

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 ~~December 31, 2020,~~June 30, 2021, we did not have off-balance sheet financing arrangements, including any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

Indemnifications

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

Impact of Recently Issued Accounting Standards

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

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As of December 31, 2020, our cash and cash equivalents and short-term investments consisted primarily of cash 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.None.

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 ~~48%~~45% of our sales were outside the United States for the ~~nine~~three months ended ~~December 31, 2020.~~June 30, 2021. 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 net foreign currency transaction losses of ~~$0.5~~less than $0.1 million and ~~$1.7~~$0.8 million for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020, ~~respectively. We recognized net foreign transaction losses of $0.1 million and $0.2 million for the three and nine months ended December 31, 2019, respectively.~~

respectively

Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of ~~December 31, 2020.~~June 30, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~December 31, 2020.~~June 30, 2021.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the ~~third~~first quarter of fiscal ~~2021~~2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

2923

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 business. On February 9, 2021, Rubrik, Inc. filed a patent-infringement lawsuit against Commvault Systems, Inc. in the United States District Court for the Western District of Texas – Waco Division. Rubrik asserts U.S. Patents 11,016,761, 10,852,998, 10,133,495, and 9,075,773. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate timing or outcome of this matter. We are unable at this time to determine whether the outcome of the litigation will have a material impact on our ~~business.~~ results of operations, financial condition, or cash flows. We believe that Rubrik’s claims are without merit, and we intend to vigorously contest them.

We do not believe that we are currently party to any other pending legal action that could reasonably be expected to have a material adverse effect on our business or operating results. Please refer to Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2021 for additional information.

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, ~~2020,~~2021, 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.

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

Purchases of Equity Securities by the Issuer

During the three months ended ~~December 31, 2020,~~June 30, 2021, we repurchased ~~$33.1~~$90.0 million of common stock, or ~~700,694~~1,249,200 shares, under our share repurchase program. A summary of our repurchases of common stock is as follows:

Period Total number of shares purchased as part of publicly announced programs Average price paid per share Total dollar value of purchases Approximate dollar value of shares that may yet be purchased under the program
October 2020 23,300 $ 39.71 $ 925,220 $ 199,074,780
November 2020 398,700 $ 45.17 $ 18,009,092 $ 181,065,688
December 2020 278,694 $ 50.94 $ 14,197,246 $ 166,868,442
Three months ended December 31, 2020 700,694 $ 47.28 33,131,558


Period	Total number of shares purchased as part of publicly announced programs	Average price paid per share		Total dollar value of purchases		Approximate dollar value of shares that may yet be purchased under the program
April 2021	455,600	$	68.30	$	31,118,398	*
May 2021	428,200	$	69.94	$	29,949,069	*
June 2021	365,400	$	79.31	$	28,980,687	*
Three months ended June 30, 2021	1,249,200	$	72.08	90,048,154

* Our Board has approved, and we intend to execute, a capital allocation policy that provides for the repurchase of $200 million of our common stock for the period from February 1, 2021 through the end of our 2022 fiscal year, plus the use of approximately 75% of our fiscal 2022 free cash flow for additional repurchases during fiscal year 2022. Since February 1, 2021 through June 30, 2021 we have repurchased $152.2 million of common stock.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit No.			Description
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)

3125

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:

~~January~~July 28, 2021

By:

/s/ Sanjay Mirchandani

Sanjay Mirchandani

Director, President and Chief Executive Officer

Dated:

~~January~~July 28, 2021

By:

/s/ Brian Carolan

Brian Carolan

Vice President and Chief Financial Officer

3226


December 31, 2020	Level 1		Level 2	Level 3	Total

Short-term investments	$	0	10,999	0	$	10,999


March 31, 2020	Level 1		Level 2	Level 3	Total

Short-term investments	$	0	44,484	0	$	44,484


	Nine Months Ended December 31, 2020
	Americas		EMEA		APJ		Total
Software and Products Revenue	$	133,522	$	74,232	$	29,734	$	237,488
Customer Support Revenue	162,903		74,029		30,840		267,772
Other Services Revenue	13,938		8,971		3,962		26,871
Total Revenue	$	310,363	$	157,232	$	64,536	$	532,131


	Nine Months Ended December 31, 2019
	Americas		EMEA		APJ		Total
Software and Products Revenue	$	107,375	$	71,922	$	29,603	$	208,900
Customer Support Revenue	173,450		65,810		30,756		270,016
Other Services Revenue	14,179		8,035		5,006		27,220
Total Revenue	$	295,004	$	145,767	$	65,365	$	506,136


	Gross Carrying Amount		Accumulated Amortization		Impairment Charge		Net Carrying Value
Developed technology	$	49,000	$	(9,800)	$	(39,200)	$	0
Customer relationships	3,000		(1,500)		(1,500)		0
Total intangible assets, net	$	52,000	$	(11,300)	$	(40,700)	$	0