Commvault Announces Fiscal 2025 Third Quarter Financial Results

TINTON FALLS, N.J., Jan. 28, 2025 /PRNewswire/ -- Commvault [Nasdaq: CVLT] today announced its financial results for the fiscal third quarter ended December 31, 2024.

"Once again, Commvault has delivered a record-breaking quarter with accelerating revenue growth," said Sanjay Mirchandani, President and CEO, Commvault. "Our innovative approach to cyber resilience continues to win large net-new accounts and fuel our expansion business. As we look to the future, we believe our unified platform which enables customers to anticipate, prepare for, and recover from inevitable attacks will be more critical than ever."

Notes are contained on the last page of this Press Release.

Fiscal 2025 Third Quarter Highlights -

    --  Total revenues were $262.6 million, up 21% year over year
    --  Total annualized recurring revenue (ARR)(1) grew to $890 million, up 18%
        year over year, or 21% on a constant currency basis(2)
    --  Subscription revenue was $158.3 million, up 39% year over year
    --  Subscription ARR(1) grew to $734 million, up 29% year over year, or 32%
        on a constant currency basis(2)
    --  Income from operations (EBIT) was $13.6 million, an operating margin of
        5.2%
    --  Non-GAAP EBIT(3) was $54.6 million, an operating margin of 20.8%
    --  Operating cash flow was $30.1 million, with free cash flow(3) of $29.9
        million
    --  Third quarter share repurchases were $31.9 million, or approximately
        200,000 shares of common stock

Financial Outlook for Fourth Quarter and Full Year Fiscal 2025(4) -

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

    --  Total revenues are expected to be between $260 million and $264 million
    --  Subscription revenue is expected to be between $160 million and $164
        million
    --  Non-GAAP operating margin(3) 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 $980 million and $985 million
    --  Total ARR(1) is expected to grow between 19% and 20% year over year
    --  Subscription revenue is expected to be between $575 million and $580
        million
    --  Subscription ARR(1) is expected to grow between 28% and 30% year over
        year
    --  Non-GAAP operating margin(3) is expected to be between 20% and 21%
    --  Free cash flow(3) is expected to be between $170 million and $200
        million

The above statements are based on the incorporation of actual third quarter results and current targets. 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, January 28, 2025 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)


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



     Revenue Summary:



     Subscription      $114,247 $119,873 $124,080  $134,038  $158,321



     Perpetual license   14,874   15,196   13,736    10,522    16,423



     Customer support    76,812   77,025   76,288    77,688    77,078



     Other services      10,875   11,198   10,568    11,030    10,808



     Total revenues    $216,808 $223,292 $224,672  $233,278  $262,630




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



     Y/Y Growth:



     Subscription          31 %    27 %    28 %     37 %     39 %



     Perpetual license   (25) %  (13) %     4 %   (27) %     10 %



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



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



     Total revenues        11 %    10 %    13 %     16 %     21 %

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



     Q3'24 Revenue as Reported (GAAP)     $114,247            $14,874            $76,812            $10,875  $216,808



     Q3'25 Revenue as Reported (GAAP)     $158,321            $16,423            $77,078            $10,808  $262,630



     % Change Y/Y (GAAP)                      39 %              10 %               - %            (1) %     21 %



     Constant Currency Impact                 $954               $128                $85               $386    $1,553



     % Change Y/Y Constant Currency           39 %              11 %               - %              3 %     22 %

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.


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


                     Revenue        Y/Y  Revenue          Y/Y   Revenue             Y/Y    Revenue              Y/Y     Revenue             Y/Y
                             Growth                Growth                    Growth                      Growth                      Growth


     Americas       $125,052        16 % $131,069           7 %  $138,725             14 %   $144,408              20 %    $155,435             24 %


     International    91,756         6 %   92,223          14 %    85,947             13 %     88,870              10 %     107,195             17 %


     Total revenues $216,808        11 % $223,292          10 %  $224,672             13 %   $233,278              16 %    $262,630             21 %

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


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



     Total ARR(1)        $752,480 $769,946 $802,709 $853,265  $889,628



     Subscription ARR(1) $571,125 $596,667 $635,910 $687,050  $734,212

Income from Operations (EBIT)

    --  Income from operations (EBIT) was $13.6 million, an operating margin of
        5.2%
    --  Non-GAAP EBIT(3) was $54.6 million, an operating margin of 20.8%

GAAP and Non-GAAP Net Income(3)

    --  GAAP net income was $11.0 million, or $0.24 per diluted share
    --  Non-GAAP net income(3) was $42.6 million, or $0.94 per diluted share

Cash Summary and Share Repurchases

    --  Cash flow from operations was $30.1 million in the third quarter
    --  As of December 31, 2024, ending cash and cash equivalents was
        approximately $243.6 million
    --  During the third quarter, Commvault repurchased $31.9 million, or
        approximately 200,000 shares, of common stock at an average share price
        of approximately $160.07 per share


                                                                                                              
             
              Table I


                                                
         
              Commvault Systems, Inc.



                                         
              
         Consolidated Statements of Operations

                                         
              
         (In thousands, except per share data)

                                                  
         
              (Unaudited)




                                                                                                                Three Months Ended                   Nine Months Ended
                                                                                                  December 31,                     December 31,


                                                                                                  2024                2023               2024       2023



     Revenues:



     Subscription                                                                            $158,321            $114,247           $416,439   $309,294



     Perpetual license                                                                         16,423              14,874             40,681     42,417



     Customer support                                                                          77,078              76,812            231,054    230,746



     Other services                                                                            10,808              10,875             32,406     33,498



     Total revenues                                                                           262,630             216,808            720,580    615,955



     Cost of revenues:



     Subscription                                                                              26,026              15,914             63,098     42,920



     Perpetual license                                                                            410                 798              1,188      1,852



     Customer support                                                                          14,360              15,091             43,934     44,946



     Other services                                                                             7,823               7,258             23,049     22,746



     Total cost of revenues                                                                    48,619              39,061            131,269    112,464



     Gross margin                                                                             214,011             177,747            589,311    503,491



     Operating expenses:



     Sales and marketing                                                                      116,068              91,697            313,965    260,536



     Research and development                                                                  40,010              34,392            106,953     97,084



     General and administrative                                                                35,133              29,098            100,101     84,059



     Restructuring                                                                              3,969                                 9,214



     Change in contingent consideration                                                         2,486                                 2,486



     Depreciation and amortization                                                              2,730               1,509              6,671      4,647



     Impairment charges                                                                             -                                2,910



     Total operating expenses                                                                 200,396             156,696            542,300    446,326



     Income from operations                                                                    13,615              21,051             47,011     57,165



     Interest income                                                                            1,564               1,381              5,098      3,530



     Interest expense                                                                           (104)              (103)             (313)     (311)



     Other income (expense), net                                                                   31                (13)               624        174



     Income before income taxes                                                                15,106              22,316             52,420     60,558



     Income tax expense                                                                         4,085               5,176              7,307     17,772



     Net income                                                                               $11,021             $17,140            $45,113    $42,786



     Net income per common share:



     Basic                                                                                      $0.25               $0.39              $1.03      $0.97



     Diluted                                                                                    $0.24               $0.38              $1.00      $0.95



     Weighted average common shares outstanding:



     Basic                                                                                     43,889              43,862             43,779     43,956



     Diluted                                                                                   45,184              44,799             45,177     45,020


                                                                                           
     
        Table II


                                    
              
                Commvault Systems, Inc.



                             
              
                Condensed Consolidated Balance Sheets

                                         
              
                (In thousands)

                                          
              
                (Unaudited)




                                                                                               December 31, March 31,


                                                                                                       2024       2024


                                             
              
                ASSETS



     Current assets:



     Cash and cash equivalents                                                                    $243,575   $312,754



     Trade accounts receivable, net                                                                271,363    222,683



     Assets held for sale                                                                           34,770     38,680



     Other current assets                                                                           27,025     21,009



     Total current assets                                                                          576,733    595,126





     Deferred tax assets, net                                                                      117,575    111,181



     Property and equipment, net                                                                     7,273      7,961



     Operating lease assets                                                                         10,907     10,545



     Deferred commissions cost                                                                      67,839     62,837



     Intangible assets, net                                                                         21,912      1,042



     Goodwill                                                                                      186,406    127,780



     Other assets                                                                                   35,111     27,441



     Total assets                                                                               $1,023,756   $943,913




                              
              
                LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                                                  $88       $299



     Accrued liabilities                                                                           128,957    117,244



     Current portion of operating lease liabilities                                                  4,970      4,935



     Deferred revenue                                                                              377,723    362,450



     Total current liabilities                                                                     511,738    484,928





     Deferred revenue, less current portion                                                        210,530    168,472



     Deferred tax liabilities                                                                        3,344      1,717



     Long-term operating lease liabilities                                                           6,631      7,155



     Other liabilities                                                                               3,664      3,556





     Total stockholders' equity                                                                    287,849    278,085



     Total liabilities and stockholders' equity                                                 $1,023,756   $943,913


                                                                                                                                                         
              
               Table III


                                                                                        
            
                Commvault Systems, Inc.

                                                                                           Consolidated Statements of Cash Flows

                                                                                          
              
                (In thousands)

                                                                                            
              
                (Unaudited)




                                                                                                                                                     Three Months Ended                                    Nine Months Ended
                                                                                                                                            December 31,                                          December 31,


                                                                                                                                              2024                           2023               2024                               2023



     
                Cash flows from operating activities



     Net income                                                                                                                           $11,021                        $17,140            $45,113                            $42,786



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



     Depreciation and amortization                                                                                                          2,759                          1,538              6,758                              4,734



     Noncash stock-based compensation                                                                                                      31,463                         24,602             84,270                             71,941



     Noncash change in fair value of equity securities                                                                                        167                             13                 32                              (174)



     Noncash change in fair value of contingent consideration                                                                               2,486                                            2,486



     Noncash impairment charges                                                                                                                 -                                           2,910



     Noncash operating lease expense                                                                                                        1,378                          1,655              4,326                              4,246



     Deferred income taxes                                                                                                                  2,203                                          (6,280)



     Amortization of deferred commissions cost                                                                                              8,279                          6,795             23,756                             19,544



     Changes in operating assets and liabilities:



     Trade accounts receivable, net                                                                                                      (88,550)                      (28,921)          (65,437)                          (20,676)



     Operating lease liabilities                                                                                                          (1,200)                       (1,301)           (5,173)                           (3,827)



     Other current assets and Other assets                                                                                                  4,778                          5,802                436                              1,970



     Deferred commissions cost                                                                                                           (12,112)                       (7,980)          (29,532)                          (20,541)



     Accounts payable                                                                                                                     (1,035)                            76            (1,240)                               108



     Accrued liabilities                                                                                                                   21,927                          4,815             10,095                                852



     Deferred revenue                                                                                                                      46,080                         20,697             57,910                             22,443



     Other liabilities                                                                                                                        502                          (492)               (3)                               407



     Net cash provided by operating activities                                                                                             30,146                         44,439            130,427                            123,813



     
                Cash flows from investing activities



     Purchase of property and equipment                                                                                                     (262)                       (1,814)           (2,973)                           (3,227)



     Purchase of equity securities                                                                                                          (207)                         (490)             (788)                           (1,062)



     Business combination, net of cash acquired                                                                                          (44,909)                                        (65,909)



     Net cash used in investing activities                                                                                               (45,378)                       (2,304)          (69,670)                           (4,289)



     
                Cash flows from financing activities



     Repurchase of common stock                                                                                                          (31,899)                      (51,298)         (135,194)                         (133,655)



     Proceeds from stock-based compensation plans                                                                                               -                         1,385             11,100                              7,753



     Net cash used in financing activities                                                                                               (31,899)                      (49,913)         (124,094)                         (125,902)



     Effects of exchange rate - changes in cash                                                                                          (12,365)                         8,801            (5,842)                             2,910



     Net increase (decrease) in cash and cash equivalents                                                                                (59,496)                         1,023           (69,179)                           (3,468)



     Cash and cash equivalents at beginning of period                                                                                     303,071                        283,287            312,754                            287,778



     Cash and cash equivalents at end of period                                                                                          $243,575                       $284,310           $243,575                           $284,310





     
                Supplemental disclosures of noncash activities



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



     Operating lease liabilities arising from obtaining right-of-use assets                                                                  $220                           $798             $4,687                             $5,493


                                                                                                                                      
              
                Table IV


                                                                     
          
                Commvault Systems, Inc.



                                                      
              
            Reconciliation of GAAP to Non-GAAP Financial Measures

                                                             
              
             (In thousands, except per share data)

                                                                       
          
                (Unaudited)




                                                                                                                                                      Three Months Ended                Nine Months Ended
                                                                                                                                   December 31,                December 31,


                                                                                                                                   2024             2023             2024          2023



     
                Non-GAAP financial measures and reconciliation:



     GAAP income from operations                                                                                               $13,615          $21,051          $47,011       $57,165



     Noncash stock-based compensation5                                                                                          31,156           24,602           79,775        71,941



     FICA and payroll tax expense related to stock-based compensation6                                                           1,557              727            3,692         2,212



     Restructuring7                                                                                                              3,969                            9,214



     Amortization of intangible assets8                                                                                          1,383              312            2,529           938



     Litigation settlement9                                                                                                          -                             675



     Business combination costs10                                                                                                  415                            2,340



     Noncash impairment charges11                                                                                                    -                           2,910



     Change in contingent consideration12                                                                                        2,486                            2,486



     
                Non-GAAP income from operations                                                                              $54,581          $46,692         $150,632      $132,256





     GAAP net income                                                                                                           $11,021          $17,140          $45,113       $42,786



     Noncash stock-based compensation5                                                                                          31,156           24,602           79,775        71,941



     FICA and payroll tax expense related to stock-based compensation6                                                           1,557              727            3,692         2,212



     Restructuring7                                                                                                              3,969                            9,214



     Amortization of intangible assets8                                                                                          1,383              312            2,529           938



     Litigation settlement9                                                                                                          -                             675



     Business combination costs10                                                                                                  415                            2,340



     Noncash impairment charges11                                                                                                    -                           2,910



     Change in contingent consideration12                                                                                        2,486                            2,486



     Non-GAAP provision for income taxes adjustment13                                                                          (9,373)         (7,772)        (30,143)     (18,853)



     
                Non-GAAP net income                                                                                          $42,614          $35,009         $118,591       $99,024





     GAAP diluted earnings per share                                                                                             $0.24            $0.38            $1.00         $0.95



     Noncash stock-based compensation5                                                                                            0.69             0.55             1.77          1.60



     FICA and payroll tax expense related to stock-based compensation6                                                            0.03             0.02             0.08          0.05



     Restructuring7                                                                                                               0.09                             0.20



     Amortization of intangible assets8                                                                                           0.03             0.01             0.06          0.02



     Litigation settlement9                                                                                                          -                            0.01



     Business combination costs10                                                                                                 0.01                             0.05



     Noncash impairment charges11                                                                                                    -                            0.06



     Change in contingent consideration12                                                                                         0.06                             0.06



     Non-GAAP provision for income taxes adjustment13                                                                           (0.21)          (0.18)          (0.66)       (0.42)



     
                Non-GAAP diluted earnings per share                                                                            $0.94            $0.78            $2.63         $2.20



     
                GAAP diluted weighted average shares outstanding                                                              45,184           44,799           45,177        45,020




                                                                                                                                                      Three Months Ended                Nine Months Ended
                                                                                                                                   December 31,                December 31,


                                                                                                                                   2024             2023             2024          2023



     
                Non-GAAP free cash flow reconciliation:



     GAAP cash provided by operating activities                                                                                $30,146          $44,439         $130,427      $123,813



     Purchase of property and equipment                                                                                          (262)         (1,814)         (2,973)      (3,227)



     
                Non-GAAP free cash flow                                                                                      $29,884          $42,625         $127,454      $120,586

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. Commvault believes that the use of these non-GAAP financial measures, when used as a supplement to 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, ARR, and subscription ARR on a constant currency basis. Commvault analyzes revenue growth, ARR, and subscription ARR 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, noncash impairment charges, and the change in the estimated fair value of contingent consideration 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 December 31,            Nine Months Ended December 31,


                                          2024         2023                  2024    2023



     Cost of revenues                  $1,465       $1,935                $4,420  $5,224



     Sales and marketing               13,911       10,189                35,028  29,834



     Research and development           7,084        5,451                17,803  16,183



     General and administrative         8,696        7,027                22,524  20,700



     Stock-based compensation expense $31,156      $24,602               $79,775 $71,941

The table above excludes stock-based compensation expense related to the Company's restructuring activities described below in Note 7.

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 believes that a 24% rate more closely aligns with its effective tax rate expectations over the next few years.

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. Constant currency amounts for ARR and subscription ARR are calculated
       using the foreign exchange spot rate from the prior year period and
       applying this rate to foreign-denominated results in the current
       corresponding period. Commvault analyzes ARR and subscription ARR 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. Investors are encouraged to review the
       reconciliations of the reported ARR and subscription ARR amounts to their
       respective constant currency amounts included in our "Q3'25 Earnings
       Presentation", which can be accessed under the "Financial Information"
       section of Commvault's website at ir.commvault.com.


    3. 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."


    4. 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.


    5. 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 7.


    6. 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.


    7. 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.


    8. Represents noncash amortization of intangible assets.


    9. 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 nine months ended December
       31, 2024, and the remaining $0.8 million was incurred in a prior period
       that is not presented in the consolidated statements of operations.


    10. During 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.


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


    12. Represents the change in the estimated fair value of the contingent
        consideration arrangement related to the acquisition of Appranix, Inc.
    13. 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