Commvault Announces Fiscal 2025 Second Quarter Financial Results

TINTON FALLS, N.J., Oct. 29, 2024 /PRNewswire/ -- Commvault (Nasdaq: CVLT) today announced its financial results for the fiscal second quarter ended September 30, 2024.

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

Notes are contained at the end of this Press Release.

Fiscal 2025 Second Quarter Highlights -

    --  Total revenues were $233.3 million, up 16% year over year
    --  Total annualized recurring revenue (ARR)(1) grew to $853 million, up 20%
        year over year
    --  Subscription revenue was $134.0 million, up 37% year over year
    --  Subscription ARR(1) grew to $687 million, up 30% year over year
    --  Income from operations (EBIT) was $15.0 million, an operating margin of
        6.4%
    --  Non-GAAP EBIT(2) was $47.7 million, an operating margin of 20.5%
    --  Operating cash flow was $55.6 million, with free cash flow(2) of $53.7
        million
    --  Second quarter share repurchases were $51.9 million, or approximately
        363,000 shares of common stock

Financial Outlook for Third Quarter and Full Year Fiscal 2025(3) -

We are providing the following guidance for the third quarter of fiscal year 2025:

    --  Total revenues are expected to be between $243 million and $247 million
    --  Subscription revenue is expected to be between $143 million and $147
        million
    --  Non-GAAP operating margin(2) is expected to be between 20% and 21%

We are providing the following updated guidance for the full fiscal year 2025:

    --  Total revenues are expected to be between $952 million and $957 million
    --  Total ARR(1) is expected to grow 18% year over year
    --  Subscription revenue is expected to be between $552 million and $557
        million
    --  Subscription ARR(1) is expected to grow between 26% and 28% year over
        year
    --  Non-GAAP operating margin(2) is expected to be between 20% and 21%
    --  Free cash flow(2) is expected to be at least $200 million

The above statements are based on the incorporation of actual second quarter results, current targets and the acquisition of Clumio, Inc. which closed on October 1, 2024. These statements are forward looking and made pursuant to the safe harbor provisions discussed in detail below. We do not undertake any obligation to update these forward-looking statements. Actual results may differ materially from anticipated results.

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

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

Safe Harbor Statement
This press release may contain forward-looking statements, including statements regarding financial projections, which are subject to risks and uncertainties, such as competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of software products and related services, general economic conditions, outcome of litigation and others. For a discussion of these and other risks and uncertainties affecting Commvault's business, see "Item 1A. Risk Factors" in our annual report on Form 10-K and "Item 1A. Risk Factors" in our most recent quarterly report on Form 10-Q. Statements regarding Commvault's beliefs, plans, expectations or intentions regarding the future are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from anticipated results. Commvault does not undertake to update its forward-looking statements.

Revenue Overview
($ in thousands)


                           Q2'24   Q3'24   Q4'24    Q1'25     Q2'25



     Revenue Summary:



     Subscription       $97,757 $114,247 $119,873  $124,080   $134,038



     Perpetual license   14,388   14,874   15,196    13,736     10,522



     Customer support    77,019   76,812   77,025    76,288     77,688



     Other services      11,833   10,875   11,198    10,568     11,030



     Total revenues    $200,997 $216,808 $223,292  $224,672   $233,278




                           Q2'24   Q3'24   Q4'24    Q1'25     Q2'25



     Y/Y Growth:



     Subscription          25 %    31 %    27 %     28 %      37 %



     Perpetual license   (27) %  (25) %  (13) %      4 %    (27) %



     Customer support     (1) %   (1) %     - %   (1) %       1 %



     Other services       (1) %     6 %  (20) %    (2) %     (7) %



     Total revenues         7 %    11 %    10 %     13 %      16 %

Constant Currency
($ in thousands)

The constant currency impact is calculated using the average foreign exchange rates from the prior year period and applying these rates to foreign-denominated revenues in the current corresponding period. Commvault analyzes revenue growth on a constant currency basis in order to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations. The non-GAAP financial measures presented in this press release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.


                                       Subscription Perpetual  Customer     Other        Total

                                                     license   support    services



     Q2'24 Revenue as Reported (GAAP)      $97,757    $14,388    $77,019     $11,833     $200,997



     Q2'25 Revenue as Reported (GAAP)     $134,038    $10,522    $77,688     $11,030     $233,278



     % Change Y/Y (GAAP)                      37 %    (27) %       1 %      (7) %        16 %



     Constant Currency Impact               $(924)    $(112)    $(408)     $(307)    $(1,751)



     % Change Y/Y Constant Currency           36 %    (28) %       - %     (9) %        15 %

Revenues by Geography
($ in thousands)

Our Americas region includes the United States, Canada, and Latin America. Our International region primarily includes Europe, Middle East, Africa, Australia, India, Southeast Asia, and China.


                             Q2'24                Q3'24                    Q4'24                      Q1'25                     Q2'25


                     Revenue       Y/Y   Revenue          Y/Y    Revenue           Y/Y     Revenue            Y/Y      Revenue          Y/Y

                                 Growth                 Growth                   Growth                     Growth                    Growth


     Americas       $120,300         4 % $125,052           16 %  $131,069             7 %   $138,725             14 %    $144,408           20 %


     International    80,697        12 %   91,756            6 %    92,223            14 %     85,947             13 %      88,870           10 %


     Total revenues $200,997         7 % $216,808           11 %  $223,292            10 %   $224,672             13 %    $233,278           16 %

Total ARR and Subscription ARR(1
)($ in thousands)


                             Q2'24   Q3'24   Q4'24   Q1'25    Q2'25



     Total ARR(1)        $711,462 $752,480 $769,946 $802,709  $853,265



     Subscription ARR(1) $529,590 $571,125 $596,667 $635,910  $687,050

Income from Operations (EBIT)

    --  Income from operations (EBIT) was $15.0 million, an operating margin of
        6.4%
    --  Non-GAAP EBIT(2) was $47.7 million, an operating margin of 20.5%

GAAP and Non-GAAP Net Income(2)

    --  GAAP net income was $15.6 million, or $0.35 per diluted share
    --  Non-GAAP net income(2) was $37.6 million, or $0.83 per diluted share

Cash Summary and Share Repurchases

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


                                                                                                          
              
                Table I


                                                  
         
                Commvault Systems, Inc.




                                           
              
           Consolidated Statements of Operations

                                       
              
           (In thousands, except per share data)

                                                    
         
                (Unaudited)




                                                                                                          Three Months Ended September                    Six Months Ended September
                                                                                                            30,                              30,


                                                                                                     2024          2023                 2024         2023



     Revenues:



     Subscription                                                                               $134,038       $97,757             $258,118     $195,047



     Perpetual license                                                                            10,522        14,388               24,258       27,543



     Customer support                                                                             77,688        77,019              153,976      153,934



     Other services                                                                               11,030        11,833               21,598       22,623



     Total revenues                                                                              233,278       200,997              457,950      399,147



     Cost of revenues:



     Subscription                                                                                 19,532        14,643               37,072       27,006



     Perpetual license                                                                               441           642                  778        1,054



     Customer support                                                                             15,311        14,898               29,574       29,855



     Other services                                                                                7,578         7,670               15,226       15,488



     Total cost of revenues                                                                       42,862        37,853               82,650       73,403



     Gross margin                                                                                190,416       163,144              375,300      325,744



     Operating expenses:



     Sales and marketing                                                                         101,947        84,712              197,897      168,839



     Research and development                                                                     33,839        31,261               66,943       62,692



     General and administrative                                                                   34,173        28,002               64,968       54,961



     Restructuring                                                                                   566                             5,245



     Depreciation and amortization                                                                 2,013         1,535                3,941        3,138



     Impairment charges                                                                            2,910                             2,910



     Total operating expenses                                                                    175,448       145,510              341,904      289,630



     Income from operations                                                                       14,968        17,634               33,396       36,114



     Interest income                                                                               1,732         1,369                3,534        2,149



     Interest expense                                                                              (105)        (112)               (209)       (208)



     Other income (expense), net                                                                      65         (154)                 593          187



     Income before income taxes                                                                   16,660        18,737               37,314       38,242



     Income tax expense                                                                            1,095         5,720                3,222       12,596



     Net income                                                                                  $15,565       $13,017              $34,092      $25,646



     Net income per common share:



     Basic                                                                                         $0.36         $0.30                $0.78        $0.58



     Diluted                                                                                       $0.35         $0.29                $0.76        $0.57



     Weighted average common shares outstanding:



     Basic                                                                                        43,770        43,949               43,724       44,003



     Diluted                                                                                      45,114        44,903               45,095       45,010


                                                                                             
     
         Table II


                                      
              
                Commvault Systems, Inc.




                               
              
                Condensed Consolidated Balance Sheets

                                          
              
                (In thousands)

                                            
              
                (Unaudited)




                                                                                                 September 30, March 31,


                                                                                                          2024       2024


                                              
              
                ASSETS



     Current assets:



     Cash and cash equivalents                                                                       $303,071   $312,754



     Trade accounts receivable, net                                                                   194,879    222,683



     Assets held for sale                                                                              34,770     38,680



     Other current assets                                                                              30,235     21,009



     Total current assets                                                                             562,955    595,126





     Deferred tax assets, net                                                                         119,969    111,181



     Property and equipment, net                                                                        8,282      7,961



     Operating lease assets                                                                            11,939     10,545



     Deferred commissions cost                                                                         65,927     62,837



     Intangible assets, net                                                                             5,196      1,042



     Goodwill                                                                                         150,072    127,780



     Other assets                                                                                      34,136     27,441



     Total assets                                                                                    $958,476   $943,913




                               
              
                LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                                                     $92       $299



     Accrued liabilities                                                                              107,645    117,244



     Current portion of operating lease liabilities                                                     5,313      4,935



     Deferred revenue                                                                                 355,267    362,450



     Total current liabilities                                                                        468,317    484,928





     Deferred revenue, less current portion                                                           198,090    168,472



     Deferred tax liabilities                                                                           3,396      1,717



     Long-term operating lease liabilities                                                              7,192      7,155



     Other liabilities                                                                                  3,693      3,556





     Total stockholders' equity                                                                       277,788    278,085



     Total liabilities and stockholders' equity                                                      $958,476   $943,913


                                                                                                                                                              
              
               Table III


                                                                                        
         
             Commvault Systems, Inc.




                                                                                   
          
          Consolidated Statements of Cash Flows

                                                                                           
        
                (In thousands)

                                                                                            
        
                (Unaudited)




                                                                                                                                                Three Months Ended September                             Six Months Ended September
                                                                                                                                                  30,                                                        30,


                                                                                                                                               2024                             2023                2024                            2023



     
                Cash flows from operating activities



     Net income                                                                                                                            $15,565                          $13,017             $34,092                         $25,646



     Adjustments to reconcile net income to net cash provided by operating activities:



     Depreciation and amortization                                                                                                           2,042                            1,564               3,999                           3,196



     Noncash stock-based compensation                                                                                                       26,403                           23,615              52,807                          47,339



     Noncash change in fair value of equity securities                                                                                        (65)                             154               (135)                          (187)



     Noncash impairment charges                                                                                                              2,910                                               2,910



     Noncash operating lease expense                                                                                                         1,369                            1,356               2,948                           2,591



     Deferred income taxes                                                                                                                 (3,689)                                            (8,483)



     Amortization of deferred commissions cost                                                                                               8,019                            6,430              15,477                          12,749



     Changes in operating assets and liabilities:



     Trade accounts receivable, net                                                                                                          3,432                         (19,812)             23,113                           8,245



     Operating lease liabilities                                                                                                           (1,671)                         (1,363)            (3,973)                        (2,526)



     Other current assets and Other assets                                                                                                 (2,139)                         (2,439)            (4,342)                        (3,832)



     Deferred commissions cost                                                                                                             (9,151)                         (6,961)           (17,420)                       (12,561)



     Accounts payable                                                                                                                        (334)                           (146)              (205)                             32



     Accrued liabilities                                                                                                                    11,179                           15,567            (11,832)                        (3,963)



     Deferred revenue                                                                                                                        2,392                            8,959              11,830                           1,746



     Other liabilities                                                                                                                       (673)                             396               (505)                            899



     Net cash provided by operating activities                                                                                              55,589                           40,337             100,281                          79,374



     
                Cash flows from investing activities



     Purchase of property and equipment                                                                                                    (1,848)                           (266)            (2,711)                        (1,413)



     Purchase of equity securities                                                                                                           (108)                           (260)              (581)                          (572)



     Business combination, net of cash acquired                                                                                                  -                                           (21,000)



     Net cash used in investing activities                                                                                                 (1,956)                           (526)           (24,292)                        (1,985)



     
                Cash flows from financing activities



     Repurchase of common stock                                                                                                           (51,903)                        (31,327)          (103,295)                       (82,357)



     Proceeds from stock-based compensation plans                                                                                            5,760                            5,167              11,100                           6,368



     Net cash used in financing activities                                                                                                (46,143)                        (26,160)           (92,195)                       (75,989)



     Effects of exchange rate - changes in cash                                                                                              7,710                          (4,953)              6,523                         (5,891)



     Net increase (decrease) in cash and cash equivalents                                                                                   15,200                            8,698             (9,683)                        (4,491)



     Cash and cash equivalents at beginning of period                                                                                      287,871                          274,589             312,754                         287,778



     Cash and cash equivalents at end of period                                                                                           $303,071                         $283,287            $303,071                        $283,287





     
                Supplemental disclosures of noncash activities



     Issuance of common stock for business combination                                                                                
     $        -        
              $           -             $4,900     
              $              -



     Operating lease liabilities arising from obtaining right-of-use assets                                                                 $2,499                           $3,666              $4,467                          $4,695


                                                                                                                                         
       
                Table IV


                                                                     
           
                Commvault Systems, Inc.


                                                      
              
             Reconciliation of GAAP to Non-GAAP Financial Measures

                                                              
              
              (In thousands, except per share data)

                                                                       
           
                (Unaudited)




                                                                                                                                                 Three Months Ended                   Six Months Ended

                                                                                                                                                 September 30,                   September 30,


                                                                                                                                     2024      2023             2024        2023



     
                Non-GAAP financial measures and reconciliation:



     GAAP income from operations                                                                                                 $14,968   $17,634          $33,396     $36,114



     Noncash stock-based compensation4                                                                                            26,223    23,615           48,619      47,339



     FICA and payroll tax expense related to stock-based compensation5                                                               772       471            2,135       1,485



     Restructuring6                                                                                                                  566                     5,245



     Amortization of intangible assets7                                                                                              573       312            1,146         626



     Litigation settlement8                                                                                                            -                      675



     Business combination costs9                                                                                                   1,736                     1,925



     Noncash impairment charges10                                                                                                  2,910                     2,910



     
                Non-GAAP income from operations                                                                                $47,748   $42,032          $96,051     $85,564





     GAAP net income                                                                                                             $15,565   $13,017          $34,092     $25,646



     Noncash stock-based compensation4                                                                                            26,223    23,615           48,619      47,339



     FICA and payroll tax expense related to stock-based compensation5                                                               772       471            2,135       1,485



     Restructuring6                                                                                                                  566                     5,245



     Amortization of intangible assets7                                                                                              573       312            1,146         626



     Litigation settlement8                                                                                                            -                      675



     Business combination costs9                                                                                                   1,736                     1,925



     Noncash impairment charges10                                                                                                  2,910                     2,910



     Non-GAAP provision for income taxes adjustment11                                                                           (10,770)  (5,927)        (20,770)   (11,081)



     
                Non-GAAP net income                                                                                            $37,575   $31,488          $75,977     $64,015





     GAAP diluted earnings per share                                                                                               $0.35     $0.29            $0.76       $0.57



     Noncash stock-based compensation4                                                                                              0.58      0.53             1.08        1.05



     FICA and payroll tax expense related to stock-based compensation5                                                              0.02      0.01             0.05        0.03



     Restructuring6                                                                                                                 0.01                      0.12



     Amortization of intangible assets7                                                                                             0.01      0.01             0.03        0.01



     Litigation settlement8                                                                                                            -                     0.01



     Business combination costs9                                                                                                    0.04                      0.04



     Noncash impairment charges10                                                                                                   0.06                      0.06



     Non-GAAP provision for income taxes adjustment11                                                                             (0.24)   (0.14)          (0.47)     (0.24)



     
                Non-GAAP diluted earnings per share                                                                              $0.83     $0.70            $1.68       $1.42





     
                GAAP diluted weighted average shares outstanding                                                                45,114    44,903           45,095      45,010


                                                                        Three Months Ended                  Six Months Ended

                                                                        September 30,                  September 30,


                                                              2024    2023             2024       2023



     
                Non-GAAP free cash flow reconciliation:



     GAAP cash provided by operating activities           $55,589 $40,337         $100,281    $79,374



     Purchase of property and equipment                   (1,848)  (266)         (2,711)   (1,413)



     
                Non-GAAP free cash flow                 $53,741 $40,071          $97,570    $77,961

Use of Non-GAAP Financial Measures
Commvault has provided in this press release the following non-GAAP financial measures: non-GAAP income from operations (EBIT), non-GAAP income from operations margin, non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP free cash flow, annualized recurring revenue (ARR) and subscription ARR. This financial information has not been prepared in accordance with GAAP. Commvault uses these non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. In addition, Commvault believes these non-GAAP operating measures are useful to investors, when used as a supplement to GAAP financial measures, in evaluating Commvault's ongoing operational performance. Commvault believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing its financial results with other companies in Commvault's industry, many of which present similar non-GAAP financial measures to the investment community. Commvault has also provided its revenues on a constant currency basis. Commvault analyzes revenue growth on a constant currency basis in order to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.

All of these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which are included in this press release.

Non-GAAP income from operations and non-GAAP income from operations margin. These non-GAAP financial measures exclude noncash stock-based compensation charges and additional Federal Insurance Contribution Act (FICA) and related payroll tax expense incurred by Commvault when employees exercise in-the-money stock options or vest in restricted stock awards. Commvault has also excluded restructuring costs, noncash amortization of intangible assets, litigation settlement, business combination costs, and noncash impairment charges from its non-GAAP results. These expenses are further discussed in Table IV. Commvault believes that these non-GAAP financial measures are useful metrics for management and investors because they compare Commvault's core operating results over multiple periods. When evaluating the performance of Commvault's operating results and developing short- and long-term plans, Commvault does not consider such expenses.

Although noncash stock-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, Commvault places its primary emphasis on stockholder dilution as compared to the accounting charges related to such equity compensation plans. Commvault believes that providing non-GAAP financial measures that exclude noncash stock-based compensation expense and the additional FICA and related payroll tax expenses incurred on stock option exercises and vesting of restricted stock awards allow investors to make meaningful comparisons between Commvault's operating results and those of other companies.

There are a number of limitations related to the use of non-GAAP income from operations and non-GAAP income from operations margin. The most significant limitation is that these non-GAAP financial measures exclude certain operating costs, primarily related to noncash stock-based compensation, which is of a recurring nature. Noncash stock-based compensation has been, and will continue to be for the foreseeable future, a significant recurring expense in Commvault's operating results. In addition, noncash stock-based compensation is an important part of Commvault's employees' compensation and can have a significant impact on their performance. The following table presents the stock-based compensation expense included in cost of revenues, sales and marketing, research and development and general and administrative ($ in thousands):


                                               Three Months Ended               Six Months Ended

                                               September 30,               September 30,


                                          2024       2023            2024    2023



     Cost of revenues                  $1,374     $1,599          $2,955  $3,289



     Sales and marketing               11,631      9,941          21,117  19,645



     Research and development           5,555      5,385          10,719  10,732



     General and administrative         7,663      6,690          13,828  13,673



     Stock-based compensation expense $26,223    $23,615         $48,619 $47,339

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

The components that Commvault excludes in its non-GAAP financial measures may differ from the components that its peer companies exclude when they report their non-GAAP financial measures. Due to the limitations related to the use of non-GAAP measures, Commvault's management assists investors by providing a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. Commvault's management uses non-GAAP financial measures only in addition to, and in conjunction with, results presented in accordance with GAAP.

Non-GAAP net income and non-GAAP diluted earnings per share (EPS). In addition to the adjustments discussed in non-GAAP income from operations, non-GAAP net income and non-GAAP diluted EPS incorporates a non-GAAP effective tax rate of 24%. Beginning in fiscal 2025, Commvault lowered its estimated non-GAAP effective tax rate from 27% to 24%.

Commvault anticipates that in any given period its non-GAAP tax rate may be either higher or lower than the GAAP tax rate as evidenced by historical fluctuations. The GAAP tax rates in recent fiscal years were not meaningful percentages due to the dollar amount of GAAP pre-tax income. For the same reason as the GAAP tax rates, the estimated cash tax rates in recent fiscal years are not meaningful percentages. Commvault defines its cash tax rate as the total amount of cash income taxes payable for the fiscal year divided by consolidated GAAP pre-tax income. Over time, Commvault believes its GAAP and cash tax rates will align.

Commvault considers non-GAAP net income and non-GAAP diluted EPS useful metrics for Commvault management and its investors for the same basic reasons that Commvault uses non-GAAP income from operations and non-GAAP income from operations margin. In addition, the same limitations as well as management actions to compensate for such limitations described above also apply to Commvault's use of non-GAAP net income and non-GAAP diluted EPS.

Non-GAAP free cash flow. Commvault defines this non-GAAP financial measure as net cash provided by operating activities less purchases of property and equipment. Commvault considers non-GAAP free cash flow a useful metric for Commvault management and its investors in evaluating Commvault's ability to generate cash from its business operations. In addition, the same limitations as well as management actions to compensate for such limitations described above also apply to Commvault's use of non-GAAP free cash flow.

Forward-looking non-GAAP measures. In this press release, Commvault presents certain forward-looking non-GAAP metrics. Commvault cannot provide a reconciliation to the comparable GAAP metric without unreasonable efforts, as certain financial information, the probable significance of which may be material, is not available and cannot be reasonably estimated.

Notes

    1. Annualized recurring revenue (ARR) is defined as the annualized recurring
       value of all active contracts at the end of a reporting period.  It
       includes the following contract types: subscription (including term
       license contracts, SaaS and utility software), maintenance contracts
       related to perpetual licenses, other extended maintenance contracts
       (enterprise support), and managed services. It excludes any element of
       the arrangement that is not expected to recur, primarily perpetual
       licenses and most professional services. Subscription ARR includes only
       term license contracts, SaaS and utility software arrangements. Contracts
       are annualized by dividing the total contract value by the number of days
       in the contract term, then multiplying by 365.ARR should be viewed
       independently of GAAP revenue, deferred revenue and unbilled revenue and
       is not intended to be combined with or to replace those items. ARR is not
       a forecast of future revenue. Management believes that reviewing this
       metric, in addition to GAAP results, helps investors and financial
       analysts understand the value of Commvault's recurring revenue streams
       presented on an annualized basis.


    2. A reconciliation of GAAP to non-GAAP results has been provided in
       Financial Statement Table IV included in this press release. An
       explanation of these measures is also included under the heading "Use of
       Non-GAAP Financial Measures."


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


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


    5. Represents additional FICA and related payroll tax expenses incurred by
       Commvault when employees exercise in-the-money stock options or vest in
       restricted stock awards.


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


    7. Represents noncash amortization of intangible assets.


    8. During the first quarter of fiscal 2025, we entered into a settlement
       agreement resulting in a payment of approximately $1.5 million which
       resolved certain legal matters. Approximately $0.7 million was recorded
       in general and administrative expenses for the six months ended September
       30, 2024, and the remaining $0.8 million was incurred in a prior period
       that is not presented in the consolidated statements of operations.


    9. During the first half of fiscal 2025, Commvault incurred costs related to
       the acquisitions of Appranix, Inc. and Clumio, Inc., including legal,
       accounting and advisory services. Management believes, when used as a
       supplement to GAAP results, that the exclusion of these costs will help
       investors and financial analysts understand Commvault's operating results
       and underlying operational trends as compared to other periods.


    10. Represents noncash impairment charges of assets held for sale.
    11. The provision for income taxes is adjusted to reflect Commvault's
        estimated non-GAAP effective tax rate of 24% for fiscal 2025, and 27%
        for fiscal 2024. Beginning in fiscal 2025, Commvault lowered its
        estimated non-GAAP effective tax rate from 27% to 24%. Commvault
        believes that a 24% rate more closely aligns with its effective tax rate
        expectations over the next few years.

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SOURCE COMMVAULT