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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CommVault Systems Inc | NASDAQ:CVLT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 102.71 | 64.40 | 145.00 | 0 | 09:00:00 |
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Delaware
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|
22-3447504
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
|
|
|
2 Crescent Place
Oceanport, New Jersey
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07757
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(Address of principal executive offices)
|
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(Zip Code)
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Large accelerated filer
|
x
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if smaller reporting company)
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Smaller reporting company
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¨
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Page
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Part I – FINANCIAL INFORMATION
|
||
Item 1.
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Financial Statements and Notes
|
|
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||
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Item 2.
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Item 3.
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Item 4.
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||
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 32.2
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Three Months Ended June 30,
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||||||
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|
2014
|
|
2013
|
||||
Revenues:
|
|
|
|
|
||||
Software
|
|
$
|
72,058
|
|
|
$
|
65,299
|
|
Services
|
|
80,585
|
|
|
69,109
|
|
||
Total revenues
|
|
152,643
|
|
|
134,408
|
|
||
Cost of revenues:
|
|
|
|
|
||||
Software
|
|
590
|
|
|
655
|
|
||
Services
|
|
20,337
|
|
|
17,123
|
|
||
Total cost of revenues
|
|
20,927
|
|
|
17,778
|
|
||
Gross margin
|
|
131,716
|
|
|
116,630
|
|
||
Operating expenses:
|
|
|
|
|
||||
Sales and marketing
|
|
80,311
|
|
|
67,201
|
|
||
Research and development
|
|
15,040
|
|
|
12,851
|
|
||
General and administrative
|
|
16,505
|
|
|
13,728
|
|
||
Depreciation and amortization
|
|
1,646
|
|
|
1,453
|
|
||
Total operating expenses
|
|
113,502
|
|
|
95,233
|
|
||
Income from operations
|
|
18,214
|
|
|
21,397
|
|
||
Interest income
|
|
195
|
|
|
242
|
|
||
Income before income taxes
|
|
18,409
|
|
|
21,639
|
|
||
Income tax expense
|
|
5,680
|
|
|
8,177
|
|
||
Net income
|
|
$
|
12,729
|
|
|
$
|
13,462
|
|
Net income per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.28
|
|
|
$
|
0.29
|
|
Diluted
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
46,067
|
|
|
46,542
|
|
||
Diluted
|
|
47,875
|
|
|
49,289
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net income
|
|
$
|
12,729
|
|
|
$
|
13,462
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
741
|
|
|
(1,616
|
)
|
||
Comprehensive income
|
|
$
|
13,470
|
|
|
$
|
11,846
|
|
|
|
Common Stock |
|
Additional
Paid – In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2014
|
|
47,094
|
|
|
$
|
471
|
|
|
$
|
481,083
|
|
|
$
|
(18,059
|
)
|
|
$
|
(917
|
)
|
|
$
|
462,578
|
|
Stock-based compensation
|
|
|
|
|
|
14,415
|
|
|
|
|
|
|
14,415
|
|
|||||||||
Tax benefits relating to stock-based payments
|
|
|
|
|
|
2,791
|
|
|
|
|
|
|
2,791
|
|
|||||||||
Exercise of common stock options and vesting of restricted stock units
|
|
289
|
|
|
3
|
|
|
2,174
|
|
|
|
|
|
|
2,177
|
|
|||||||
Repurchase of common stock
|
|
(2,139
|
)
|
|
(21
|
)
|
|
(14,515
|
)
|
|
(90,549
|
)
|
|
|
|
(105,085
|
)
|
||||||
Net income
|
|
|
|
|
|
|
|
12,729
|
|
|
|
|
12,729
|
|
|||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
741
|
|
|
741
|
|
|||||||||
Balance as of June 30, 2014
|
|
45,244
|
|
|
$
|
453
|
|
|
$
|
485,948
|
|
|
$
|
(95,879
|
)
|
|
$
|
(176
|
)
|
|
$
|
390,346
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
12,729
|
|
|
$
|
13,462
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1,670
|
|
|
1,473
|
|
||
Noncash stock-based compensation
|
|
14,415
|
|
|
9,508
|
|
||
Excess tax benefits from stock-based compensation
|
|
(2,789
|
)
|
|
(8,285
|
)
|
||
Deferred income taxes
|
|
(323
|
)
|
|
(3,994
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Trade accounts receivable
|
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18,136
|
|
|
9,050
|
|
||
Prepaid expenses and other current assets
|
|
537
|
|
|
3,150
|
|
||
Other assets
|
|
202
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|
|
47
|
|
||
Accounts payable
|
|
195
|
|
|
217
|
|
||
Accrued liabilities
|
|
(11,220
|
)
|
|
(7,192
|
)
|
||
Deferred revenue
|
|
3,494
|
|
|
7,182
|
|
||
Other liabilities
|
|
(1,602
|
)
|
|
(44
|
)
|
||
Net cash provided by operating activities
|
|
35,444
|
|
|
24,574
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Purchase of short-term investments
|
|
(3,998
|
)
|
|
—
|
|
||
Proceeds from maturity of short-term investments
|
|
4,000
|
|
|
1,948
|
|
||
Purchases for corporate campus headquarters
|
|
(18,160
|
)
|
|
(8,715
|
)
|
||
Purchase of property and equipment
|
|
(1,372
|
)
|
|
(1,312
|
)
|
||
Net cash used in investing activities
|
|
(19,530
|
)
|
|
(8,079
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Repurchase of common stock
|
|
(105,085
|
)
|
|
—
|
|
||
Debt issuance costs
|
|
(1,081
|
)
|
|
—
|
|
||
Proceeds from the exercise of stock options
|
|
2,177
|
|
|
3,057
|
|
||
Excess tax benefits from stock-based compensation
|
|
2,789
|
|
|
8,285
|
|
||
Net cash provided by (used in) financing activities
|
|
(101,200
|
)
|
|
11,342
|
|
||
Effects of exchange rate — changes in cash
|
|
1,096
|
|
|
(2,983
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(84,190
|
)
|
|
24,854
|
|
||
Cash and cash equivalents at beginning of period
|
|
457,733
|
|
|
433,964
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
373,543
|
|
|
$
|
458,818
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
||||
Purchases for corporate campus headquarters in accounts payable and accrued expenses
|
|
$
|
5,083
|
|
|
$
|
5,897
|
|
•
|
Persuasive evidence of an arrangement with the customer exists.
The Company’s customary practice is to require a purchase order and, in some cases, a written contract signed by both the customer and the Company, or other persuasive evidence that an arrangement exists prior to recognizing revenue related to an arrangement.
|
•
|
Delivery or performance has occurred.
The Company’s software applications are either physically or electronically delivered to customers with standard transfer terms such as FOB shipping point. Software and/or software license keys for add-on orders or software updates are typically delivered in an electronic format. If products that are essential to the functionality of the delivered software in an arrangement have not been delivered, the Company does not consider delivery to have occurred. Services revenue is recognized when the services are completed, except for customer support, which is recognized ratably over the term of the customer support agreement, which is typically one year.
|
•
|
Vendor’s fee is fixed or determinable.
The fee customers pay for software applications, customer support and other professional services is negotiated at the outset of a sales arrangement. The fees are therefore considered to be fixed or determinable at the inception of the arrangement. The Company evaluates instances when extended payment terms are granted to determine if revenue should be deferred until payment becomes due.
|
•
|
Collection is probable.
Probability of collection is assessed on a customer-by-customer basis. Each new customer undergoes a credit review process to evaluate its financial position and ability to pay. If the Company determines from the outset of an arrangement that collection is not probable based upon the review process, revenue is recognized at the earlier of when cash is collected or when sufficient credit becomes available, assuming all of the other basic revenue recognition criteria are met.
|
|
|
June 30,
2014 |
|
March 31,
2014 |
||||
Current:
|
|
|
|
|
||||
Deferred software revenue
|
|
$
|
324
|
|
|
$
|
666
|
|
Deferred services revenue
|
|
171,458
|
|
|
165,477
|
|
||
|
|
$
|
171,782
|
|
|
$
|
166,143
|
|
Non-current:
|
|
|
|
|
||||
Deferred services revenue
|
|
$
|
42,110
|
|
|
$
|
43,432
|
|
Total Deferred Revenue
|
|
$
|
213,892
|
|
|
$
|
209,575
|
|
June 30, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Cash equivalents
|
|
$
|
241,380
|
|
|
—
|
|
|
—
|
|
|
$
|
241,380
|
|
Short-term Investments
|
|
$
|
—
|
|
|
24,995
|
|
|
—
|
|
|
$
|
24,995
|
|
March 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Cash equivalents
|
|
$
|
326,952
|
|
|
—
|
|
|
—
|
|
|
$
|
326,952
|
|
Short-term Investments
|
|
$
|
—
|
|
|
24,993
|
|
|
—
|
|
|
$
|
24,993
|
|
|
|
June 30,
|
|
March 31,
|
||||
|
|
2014
|
|
2014
|
||||
Construction in process
|
|
$
|
95,618
|
|
|
$
|
79,182
|
|
Computers, servers and other equipment
|
|
28,968
|
|
|
27,827
|
|
||
Leasehold improvements
|
|
8,943
|
|
|
8,911
|
|
||
Furniture and fixtures
|
|
2,457
|
|
|
2,409
|
|
||
Purchased software
|
|
2,351
|
|
|
2,291
|
|
||
|
|
138,337
|
|
|
120,620
|
|
||
Less: Accumulated depreciation and amortization
|
|
(33,222
|
)
|
|
(31,719
|
)
|
||
|
|
$
|
105,115
|
|
|
$
|
88,901
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net income
|
|
$
|
12,729
|
|
|
$
|
13,462
|
|
Basic net income per common share:
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
|
46,067
|
|
|
46,542
|
|
||
Basic net income per common share
|
|
$
|
0.28
|
|
|
$
|
0.29
|
|
Diluted net income per common share:
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
|
46,067
|
|
|
46,542
|
|
||
Dilutive effect of stock options, restricted stock units, and employee stock purchase plan
|
|
1,808
|
|
|
2,747
|
|
||
Diluted weighted average shares outstanding
|
|
47,875
|
|
|
49,289
|
|
||
Diluted net income per common share
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
Options
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding as of March 31, 2014
|
|
6,388
|
|
|
$
|
39.03
|
|
|
|
|
|
||
Options granted
|
|
46
|
|
|
50.78
|
|
|
|
|
|
|||
Options exercised
|
|
(194
|
)
|
|
11.25
|
|
|
|
|
|
|||
Options forfeited
|
|
(37
|
)
|
|
67.90
|
|
|
|
|
|
|||
Options expired
|
|
(1
|
)
|
|
56.57
|
|
|
|
|
|
|||
Outstanding as of June 30, 2014
|
|
6,202
|
|
|
$
|
39.82
|
|
|
6.23
|
|
$
|
108,872
|
|
Vested or expected to vest as of June 30, 2014
|
|
6,134
|
|
|
$
|
39.20
|
|
|
6.18
|
|
$
|
108,811
|
|
Exercisable as of June 30, 2014
|
|
3,866
|
|
|
$
|
23.21
|
|
|
4.84
|
|
$
|
103,363
|
|
|
Three Months Ended June 30,
|
||
|
2014
|
|
2013
|
Dividend yield
|
None
|
|
None
|
Expected volatility
|
43%-46%
|
|
45%-47%
|
Weighted average expected volatility
|
45%
|
|
45%
|
Risk-free interest rates
|
1.57%-1.70%
|
|
0.70%-1.04%
|
Weighted average expected life (in years)
|
4.5
|
|
4.6
|
Non-vested Restricted Stock Units
|
Number of
Awards |
|
Weighted
Average Grant Date Fair Value |
|||
Non-vested as of March 31, 2014
|
1,202
|
|
|
$
|
65.63
|
|
Awarded
|
48
|
|
|
52.07
|
|
|
Vested
|
(95
|
)
|
|
43.83
|
|
|
Forfeited
|
(26
|
)
|
|
64.93
|
|
|
Non-vested as of June 30, 2014
|
1,129
|
|
|
$
|
66.90
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Cost of services revenue
|
|
$
|
669
|
|
|
$
|
298
|
|
Sales and marketing
|
|
6,176
|
|
|
4,261
|
|
||
Research and development
|
|
1,314
|
|
|
957
|
|
||
General and administrative
|
|
6,256
|
|
|
3,992
|
|
||
Stock-based compensation expense
|
|
$
|
14,415
|
|
|
$
|
9,508
|
|
Balance as of March 31, 2014
|
$
|
4,113
|
|
Additions for tax positions related to fiscal 2015
|
71
|
|
|
Additions for tax positions related to prior years
|
—
|
|
|
Settlements and effective settlements with tax authorities and remeasurements
|
(1,435
|
)
|
|
Reductions related to the expiration of statutes of limitations
|
—
|
|
|
Foreign currency translation adjustment
|
—
|
|
|
Balance as of June 30, 2014
|
$
|
2,749
|
|
•
|
Cost of Software Revenue
, consists primarily of third-party royalties and other costs such as media, manuals, translation and distribution costs; and
|
•
|
Cost of Services Revenue
, consists primarily of salary and employee benefit costs in providing customer support and other professional services.
|
•
|
Sales and Marketing
, consists primarily of salaries, commissions, employee benefits, stock-based compensation and other direct and indirect business expenses, including travel and related expenses, sales promotion expenses, public relations expenses and costs for marketing materials and other marketing events (such as trade shows and advertising);
|
•
|
Research and Development
, which is primarily the expense of developing new software applications and modifying existing software applications, consists principally of salaries, stock-based compensation and benefits for research and development personnel and related expenses; contract labor expense and consulting fees as well as other expenses associated with the design, certification and testing of our software applications; and legal costs associated with the patent registration of such software applications;
|
•
|
General and Administrative
, consists primarily of salaries, stock-based compensation and benefits for our executive, accounting, human resources, legal, information systems and other administrative personnel. Also included in this category are other general corporate expenses, such as outside legal and accounting services, compliance costs and insurance; and
|
•
|
Depreciation and Amortization
, consists of depreciation expense primarily for computer equipment we use for information services and in our development and test labs.
|
|
|
Three Months Ended June 30,
|
||
|
|
2014
|
|
2013
|
Dividend yield
|
|
None
|
|
None
|
Expected volatility
|
|
43%-46%
|
|
45%-47%
|
Weighted average expected volatility
|
|
45%
|
|
45%
|
Risk-free interest rates
|
|
1.57%-1.70%
|
|
0.70%-1.04%
|
Weighted average expected life (in years)
|
|
4.5
|
|
4.6
|
|
|
Three Months Ended June 30,
|
||||
|
|
2014
|
|
2013
|
||
Revenues:
|
|
|
|
|
||
Software
|
|
47
|
%
|
|
49
|
%
|
Services
|
|
53
|
%
|
|
51
|
%
|
Total revenues
|
|
100
|
%
|
|
100
|
%
|
Cost of revenues:
|
|
|
|
|
||
Software
|
|
0
|
%
|
|
0
|
%
|
Services
|
|
13
|
%
|
|
13
|
%
|
Total cost of revenues
|
|
14
|
%
|
|
13
|
%
|
Gross margin
|
|
86
|
%
|
|
87
|
%
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Cash provided by operating activities
|
|
$
|
35,444
|
|
|
$
|
24,574
|
|
Net cash used in investing activities
|
|
(19,530
|
)
|
|
(8,079
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(101,200
|
)
|
|
11,342
|
|
||
Effects of exchange rate-changes in cash
|
|
1,096
|
|
|
(2,983
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(84,190
|
)
|
|
$
|
24,854
|
|
•
|
requiring us to dedicate a portion of our cash flow from operations to payments of indebtedness, which would reduce the availability of cash flow to fund working capital requirements, capital expenditures and other general corporate purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, general adverse economic conditions or changes in our business and the industry in which we operate;
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
limiting our ability to fund potential acquisitions.
|
Period
|
|
(a)Total number of shares (or units) purchased
|
|
(b)Average price paid per share (or unit)
|
|
(c)Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
(d)Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1)
|
||||||
April 01, 2014 -
April 30, 2014 |
|
190,000
|
|
|
$
|
47.62
|
|
|
190,000
|
|
|
$
|
140,955,473
|
|
May 01, 2014 -
May 31, 2014 |
|
1,736,170
|
|
|
$
|
49.37
|
|
|
1,736,170
|
|
|
$
|
55,235,725
|
|
June 01, 2014 -
June 30, 2014 |
|
213,055
|
|
|
$
|
48.03
|
|
|
213,055
|
|
|
$
|
45,002,440
|
|
|
|
2,139,225
|
|
|
$
|
49.08
|
|
|
|
|
|
(1)
|
On July 24, 2014, our Board of Directors authorized a $105 million increase to the existing stock repurchase program and extended the expiration of the stock repurchase program to March 31, 2016. After these
first
quarter repurchases and the increase to the plan by the Board of Directors, $150 million remains under our current stock repurchase authorization.
|
|
|
|
CommVault Systems, Inc.
|
|
|
|
|
|
|
Dated:
|
July 31, 2014
|
|
By:
|
/s/ N. Robert Hammer
|
|
|
|
N. Robert Hammer
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
July 31, 2014
|
|
By:
|
/s/ Brian Carolan
|
|
|
|
Brian Carolan
|
|
|
|
|
Vice President and Chief Financial Officer
|
Exhibit
No.
|
Description
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
10.11
|
Revolving Credit Agreement dated June 30, 2014 among Commvault Systems, Inc. as the Borrower, certain subsidiaries of the Borrower Party hereto, as the Guarantors, Bank of America, N.A.,as Administrative Agent, Swingline Lender and L/C Issuer, and the Lenders Party hereto
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year CommVault Systems Chart |
1 Month CommVault Systems Chart |
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