UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2014
Or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 1-33026
CommVault Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 22-3447504 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2 Crescent Place Oceanport, New Jersey | 07757 (Zip Code) | |
(Address of principal executive offices) | ||
(732) 870-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.01 par value | The NASDAQ Stock Market | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by the Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.) Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of September 30, 2013, the last business day of the Registrant’s most recently completed second fiscal quarter; the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant (based upon the closing price of the common stock as reported by The NASDAQ Stock Market) was approximately $3.9 billion.
As of April 25, 2014, there were 47,186,646 shares of the registrant’s common stock ($0.01 par value) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the registrant’s definitive Proxy Statement for its 2014 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the registrant’s fiscal year ended March 31, 2014. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be part of this report on Form 10-K.
COMMVAULT SYSTEMS, INC.
FORM 10-K
FISCAL YEAR ENDED MARCH 31, 2014
TABLE OF CONTENTS
Page | ||
PART I | ||
Item 1. | ||
Item 1A. | ||
Item 1B. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II | ||
Item 5. | ||
Item 6. | ||
Item 7. | ||
Item 7A. | ||
Item 8. | ||
Item 9. | ||
Item 9A. | ||
Item 9B. | ||
PART III | ||
Item 10. | ||
Item 11. | ||
Item 12. | ||
Item 13. | ||
Item 14. | ||
PART IV | ||
Item 15. | ||
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FORWARD-LOOKING STATEMENTS
The discussion throughout this Annual Report on Form 10-K contains forward-looking statements. In some cases, you can identify these statements by our use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “predict,” “potential,” “project,” “intend,” “could” or similar expressions. In particular, statements regarding our plans, strategies, prospects and expectations regarding our business are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You should be aware that these statements and any other forward-looking statements in this document reflect only our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Many of these risks, uncertainties and assumptions are beyond our control and may cause actual results and performance to differ materially from our expectations. Important factors that could cause our actual results to be materially different from our expectations include the risks and uncertainties set forth under the heading “Risk Factors.” Accordingly, you should not place undue reliance on the forward-looking statements contained in this Annual Report on Form 10-K. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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PART I
Item 1. | Business |
Company Overview
CommVault is a leading provider of data and information management software applications and related services. CommVault was incorporated in 1996 as a Delaware corporation. We develop, market and sell data and information management software applications under the Simpana® Software brand. Simpana software is built from the ground up on a single platform and unified code base for integrated data and information management. The Simpana platform contains licensable modules that work together seamlessly, sharing a single code and common function set to deliver Backup and Recovery, Archive, Replication, Search & eDiscovery and Analytic capabilities across physical, virtual and cloud environments. With a single platform approach, Simpana software is specifically designed to protect, manage and access data throughout its lifecycle in less time, at lower cost and with fewer resources than alternative solutions. Simpana software provides our customers with:
• | High-performance data protection, including backup and recovery; |
• | Data migration and archiving; |
• | Snapshot management and replication of data; |
• | Integrated source and target data deduplication; |
• | eDiscovery and compliance solutions; |
• | Self-service access; |
• | A secure virtual repository using Simpana ContentStore; |
• | Enterprise-wide search capabilities; |
• | Protection, recovery and discovery of data in virtual server and cloud environments; and |
• | Robust built-in analytics and troubleshooting tools. |
Our product features and capabilities enable our customers to deploy solutions for data protection, business continuance, corporate compliance and centralized management and reporting. We also provide our customers with a broad range of professional services that are delivered by our worldwide support and field operations.
Simpana software enables our customers to simply and cost effectively protect and manage their enterprise data throughout its lifecycle, from the mobile worker to the remote office, to the data center, covering the leading operating systems, relational databases, virtualized environments and applications. In addition to addressing today’s data and information management challenges, our customers can realize lower capital costs through more efficient use of their enterprise-wide storage infrastructure assets. This includes the automated movement of data from higher cost to lower cost storage devices throughout its lifecycle, and through sharing and better utilization of storage resources across the enterprise. Simpana can also provide our customers with reduced operating costs through a variety of methods, including fast application deployment, reduced training time, lower cost of storage media consumables, proactive monitoring and analysis, and lower administrative overhead.
Simpana software is built upon an innovative single platform architecture that consists of:
• | Policy engine that enables customers to set rules to automate the management of data; |
• | Data movement engine that transports data using network communication protocols; |
• | Catalog engine that contains a global database describing the nature of all data, such as the users, applications and storage with which it is associated; |
• | Index engine that systematically identifies and organizes all data, users and devices accessible to our software modules; and |
• | Media management engine that controls, catalogs and moves data to the most efficient tier of storage including disk, tape, optical and cloud storage devices. |
We refer to this single, unified code base underlying each of our Simpana applications as our Common Platform. Each data and information management module within our Simpana platform is designed to be best-in-class and is fully integrated into our Common Platform. Our single platform is unique and differentiates us from our competitors, some of whom address market needs by offering multiple and disparate point products. We believe that the disparate and point product approach forces users to install and maintain separate products requiring their own infrastructure, training, maintenance and management which can result in a complex and costly environment for customers who are looking for a single solution that will improve operations, minimize risk and reduce overall costs.
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We have established a worldwide, multi-channel distribution network to sell our software and services to large global enterprises, small and medium sized businesses and government agencies, both directly through our sales force and indirectly through our global network of value-added reseller partners, systems integrators, corporate resellers and original equipment manufacturers. Our original equipment manufacturer partners include Hitachi Data Systems and NetApp. As of March 31, 2014, we had licensed our data and information management software to approximately 20,000 registered customers.
CommVault’s executive management team has led the growth of our business, including the development and release of all our software, since its introduction as Galaxy backup and recovery in February 2000. Under the guidance of our management team, we have sustained technical leadership with the introduction of new data and information management applications, and have garnered numerous industry awards and recognition for our innovative solutions.
Certain financial information with respect to geographic segments is contained in Note 10 to our consolidated financial statements set forth in Item 8.
Our internet address is www.commvault.com. On this website, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the U.S. Securities and Exchange Commission (SEC): our Annual Reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, our proxy statements related to our annual stockholders’ meetings and any amendment to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available on the Investors Relations portion of our web site free of charge. The contents of our web site are not incorporated by reference into this Form 10-K or in any other report, statement or document we file with the SEC.
Industry Background
The driving force behind the growth of the data and information management software industry is the rapid growth of data, coupled with the need to reliably protect and quickly access that data, while maintaining the ability to effectively manage the emerging regulations around compliance and e-discovery.
Data is widely considered to be one of an organization’s most valued assets. The increasing reliance on critical enterprise software applications such as e-mail, relational databases, enterprise resource planning, customer relationship management and workgroup collaboration tools is resulting in the rapid growth of data across all enterprises. Government regulations, such as those issued under the Sarbanes-Oxley Act, the Health Insurance Portability and Accountability Act (HIPAA), Government Paper Elimination Act (GPEA), Homeland Security, the Patriot Act, Freedom of Information Act (FOIA), the Basel Committee on Banking Supervision (The Basel Accords), the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as company policies requiring data access, protection and preservation, are expanding the proportion of data that must be archived and easily accessible for future use. In addition, ensuring the security, availability and integrity of the data has become a critical task as regulatory compliance and corporate governance objectives affecting many organizations mandate the creation of multiple copies of data with longer and more complex retention requirements.
In addition to rapid data growth, data storage has transitioned from being server-attached to becoming widely distributed across local and global networked storage systems. Data previously stored on primary disk and backed up on tape is increasingly being backed up, managed and stored on a broader array of storage tiers ranging from high-cost, high-performance disk systems, to lower-cost mid-range and low-end disk systems, to tape libraries and both public and private cloud storage services. This transition has been driven by the growth of data, the pervasive use of distributed critical enterprise software applications, the decrease in disk cost, and the demand for 24/7 business continuity.
The recent innovations in storage and networking technologies, coupled with the rapid growth of data, have caused information technology managers to redesign their data and storage infrastructures to deliver greater efficiency, broaden access to data and reduce costs. The result has been the wide adoption of virtualized environments with larger and more complex networked data and storage solutions. We also believe cloud computing, in its various forms, represents a long term industry trend in the way that applications are delivered, data is stored and information is retrieved.
The rapid growth of data and the need to securely protect, manage and access this data is driving substantial opportunities for managed service providers (MSPs) to help organizations deploy and manage solutions that deliver data management capabilities. The result is reduced long-term management costs with increased offerings to customers, which we believe represents a long-term industry trend in the way that services are offered.
We believe that these trends are increasing the demand for software applications that can simplify data and information management, provide secure and reliable access to all data across a broad spectrum of tiered storage and computing systems and seamlessly scale to accommodate growth, while reducing the total cost of ownership to the customer.
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Our Software
We provide our customers with a single, scalable platform of data and information management software modules that are fully integrated into our Common Platform. Our software enables centralized protection and management of globally distributed data while reducing the total cost of managing, moving, storing and assuring secure access to that data from a single, browser-based interface from the data center, to laptops, remote offices and the cloud. We provide our customers with high-performance data protection, including backup and recovery; data migration and archiving; snapshot management and replication of data; integrated source and target data deduplication; e-discovery and compliance solutions; self-service access; a secure virtual repository using Simpana ContentStore; enterprise-wide search capabilities; protection, recovery and discovery of data in virtual server and cloud environments; and robust built-in analytics and troubleshooting tools.
Our software fully interoperates with a wide variety of operating systems, applications, network devices, protocols, storage arrays, storage formats and tiered storage infrastructures, providing our customers with the flexibility to purchase and deploy a combination of hardware and software from different vendors. As a result, our customers can purchase and use the optimal hardware and software for their needs, rather than being restricted to the offerings of a single vendor. Key benefits of our software and related services include:
• | Dynamic Management of Widely Distributed and Networked Data. Our software is specifically designed to optimize management of data on tiered storage and widely distributed data environments, including SAN, NAS and Cloud. Our architecture enables the creation of policies that automate the movement of data based on business goals for availability, recoverability and disaster tolerance. User-defined policies determine the storage media on which data should reside based on its assigned value. |
• | Single Software Platform Delivering Applications Built Upon a Common Platform. All of our software applications share common components of our underlying software code, which drives significant cost savings versus the point products or loosely integrated solutions offered by our competitors. In addition, we believe that each of the individual data and information management applications in our Simpana software delivers superior performance, functionality and total cost of ownership benefits. These solutions can be delivered to our customers either as part of our single platform or as stand-alone applications. We also believe that our architecture will allow us to more rapidly introduce new applications that will enable us to expand beyond our current addressable market. |
• | Global Scalability and Seamless Centralized Data and Information Management. Our software is highly scalable, enabling our customers to keep pace with the growth of data and technologies deployed in their enterprises. We use the same underlying software architecture for large global enterprise, small and medium sized business and government agency deployments. We offer a centralized, browser-based management console from which policies automatically move data according to users’ needs for data access, availability and cost objectives. With Simpana software, our customers can automate the discovery, management and monitoring of enterprise-wide storage resources and applications. |
• | Streamlined Data Management. Our software enables customers to converge processes for backup, archive and reporting from a single data collection. By reading and/or moving data only once and consolidating policies into a single console, redundant processes are eliminated to speed operations, reduce storage costs and simplify management. With a single pass, the frequency in which massive amounts of file data that have to be managed are reduced. As a result, our software can scan, collect and transfer data in one operation to help solve the challenges associated with today’s era of massive volumes of data, commonly referred to as “Big Data” and unstructured data growth. |
• | Protect, Recover, Access and Discover Information Stored at the Edge of an Enterprise. Our software protects data on laptops, desktops and mobile devices. These devices often hold data that is subject to stringent security and compliance requirements but protecting this data can be difficult to manage cost effectively. Our software contains robust features that reliably protect data, improve data availability, simplify management, and reduce costs, while exceeding most requirements for security and compliance. In addition, our software includes certain synchronization capabilities that allow organizations to retain control over their data and information while empowering corporate employees to securely share files among multiple devices. |
• | Integrated Source and Target Data Deduplication. Our software brings a universal approach to deduplication by integrating and embedding deduplication throughout a customer’s data infrastructure: from clients to disk to tape, across all data types, sources and platforms, and across all backup and archive data sets and storage tiers, including VMware and Microsoft Hyper-V virtualized environments. Our unique and flexible data and information management architecture ensures that deduplication capabilities scale with an organization’s enterprise data growth with minimal footprint. |
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• | Cloud Computing. Our software provides seamless integration with certain trusted cloud storage providers and extends the singular data and information management capabilities of our Simpana software platform to the cloud. The combination of key partner offerings and Simpana software reduces the complexity of moving and managing data in the cloud while also easing top business concerns regarding security, reliability and robust performance. Our integrated cloud storage connector enables customers to move on-premises backup and archive data into, and out of, private and public cloud storage. |
• | Reporting Analytics. Our software has robust, built-in reporting analytics to enable infrastructure cost planning, insight into operations and simplified compliance audits. Managed from a single console, Simpana software eliminates the need for disparate, third-party reporting tools. With integrated reporting and analytic views of data infrastructure, users can centrally manage and report on operations across multiple instances and across geographically distributed environments, while reclaiming unused capacity and making informed choices on archiving rules and storage policies. |
• | Workflow Automation. Our software delivers advanced workflow and automation capabilities designed to streamline management and optimize resource utilization. Our software contains an extensive catalog of pre-built workflows or users can create their own custom workflows using an intuitive graphical user interface. Using these advanced tools, administrators can automate business tasks. |
• | State-of-the-Art Customer Support Services. We offer 24/7 global technical support. Our support operations center at our New Jersey headquarters is complemented by local support resources, including centers in Europe, Australia and China. Our worldwide customer support organization provides comprehensive local and remote customer care to effectively address issues in today’s complex storage networking infrastructures. Our customer support process leverages the expertise of product development, field and customer support engineers and integrated software call-home functionality. In addition, we incorporate into our software many self-diagnostic and troubleshooting capabilities and provide automated web-based support capabilities to our customers. Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers together with an integrated call center messaging and updated and enhanced our trouble ticket management system. |
• | Superior Professional Services. We are committed to providing high-value, superior professional services to our customers. Our Global Professional Services group provides complete business solutions that complement our software sales and improve the overall user experience. Our end-to-end services include consulting, implementation, post-deployment and education services. These services help our customers improve the protection, disaster recovery, availability, security and regulatory compliance of their global data assets while minimizing the overall cost, risk and complexity of their data infrastructures. |
• | Lower Total Cost of Ownership. Software solutions built on our common architecture enable our customers to realize compelling total cost of ownership benefits, including reduced capital costs, operating expenses and support costs. |
• | ContentStore. As the back-end repository for all Simpana-managed information, ContentStore is a hardware-agnostic, secure, virtual repository where all backup and archive data is maintained, which can be encrypted at a customers election. The intelligent index provides global awareness for data so users can quickly find what they need, when they need it. ContentStore eliminates inefficient data silos that waste resources and infrastructure by consolidating managed data and automating retention and tiering according to user defined policies to allow businesses to retain only the most relevant data. |
Our software licenses typically provide for a perpetual right to use our software and are sold on a capacity basis, per-copy basis, or as site licenses. In recent years the majority of our software revenue has been sold on a capacity basis and we expect this to remain true in the future. Software licenses sold on a capacity basis provide the customer with unlimited licenses of specified software products based on a defined level of terabytes of data under management. As a result, when we sell our platform through a capacity license, many of the various Simpana functionalities and modules discussed below are bundled into one capacity based price. Site licenses give the customer the additional right to deploy the software on a limited basis during a specified term.
Historically, an insignificant amount of our revenue has been sold under subscription, or term-based, license arrangements. In these arrangements the customer has the right to use the software on either a capacity basis or per-copy basis over a designated period of time. Revenue in these arrangements is recognized ratably over the term of the agreement. Over the next several years we expect revenue from these types of arrangements to become a more significant portion of our total revenue.
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Simpana Software Modules
The Simpana software suite contains licensable modules — all built on a single unified code base and platform — to protect, manage and access data and information. Within the platform, tightly integrated, powerful software features deliver functionality throughout physical and virtual environments to help protect and recover data, manage costs and complexity and gain better insight into information. The following table summarizes the modules of our Simpana software:
Simpana Software Application Modules | Functionality | |
Backup and Recovery | High-performance backup and restoration of enterprise data for file systems, applications, databases and virtual machine systems | |
Archive | Integrated data archiving solution that optimizes data tiering and improves information governance Enterprise-wide storage optimization for email and files reducing space on primary storage | |
Replication | Protection of critical applications and data with snapshots and real-time replication | |
Search & eDiscovery | Web browser interface allows search, sort, select and retrieval of corporate files and information from online, archive, and backup data copies | |
Analytics | Robust, built-in reporting and insights capability allows for centralized management and reporting on operations across multiple environments managed from a single console | |
Backup and Recovery
The Simpana Backup and Recovery application module delivers reliable data protection, multiple recovery options and sophisticated data retention capabilities for both enterprise protection as well as small- and medium-sized business protection. Our Backup and Recovery module is designed for fast, easy deployment within an existing infrastructure, capable of extending backup to the edge of an enterprise, including mobile devices, laptops and desktops. Simpana Backup and Recovery allows users to easily browse and find data, and then recover it reliably, rapidly and efficiently. Compatible with a wide variety of applications and platforms, our Backup and Recovery module provides easy-to-use data protection and retention that supports corporate and federal policies.
We believe that our Backup and Recovery application is the foundation of a modern data management solution that allows enterprises to better manage information assets and recover data. Our Simpana Backup and Recovery application module has been optimized to protect data and information assets wherever they reside: in physical, virtual, and cloud environments. From a single, centralized management console, users can automate global protection and retention policies while secure, self-service access enhances availability of information.
Archive
The Simpana Archive application is an integrated data archiving solution that optimizes data tiering and improves information governance. With built-in tiered storage and multi-platform support including Microsoft Exchange servers, IBM Lotus systems, and Microsoft SharePoint data, comprehensive archive management is simplified. Archiving network attached storage (NAS), e-mail and file system data reclaims space on primary storage, reduces the amount of data to be backed up and allows enterprises to keep more copies of its data to meet recovery time objectives and recovery point objectives. Archived data is retained for compliance and eDiscovery purposes while maintaining transparent end-user access. The benefits of our Archive application include the ability to: reclaim primary storage, manage data retention and address information governance needs; provide visibility with non-intrusive data collection from physical and virtual environments with integrated storage resource management; enforce retention and disposition policies to meet policy requirements and reduce risk; enable a proactive and legally defensible information management strategy from a common interface; allow seamless migration of archived data into public or private clouds.
Replication
The Simpana Replication application module provides enterprises with an integrated, single-platform approach to enable them to create replica copies of production data quickly, efficiently and cost-effectively using a combination of host-based replication and snapshot technologies. These copies of data can be immediately accessed for rapid recovery, to create multiple recovery points or to perform traditional backups without impacting server performance. Resuming business with minimal loss of data and being able to create multiple points-in-time copies during the normal business day enables enterprises to get back to business with minimal disruption. Our Replication hardware snapshot integration provides customers with SAN investment protection and choice, eliminating the backup window and accelerating recovery. By creating hardware snapshot
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copies internal to the storage array, high speed recovery copies can be created with minimal impact on the production servers. Our Replication solution allows enterprises to meet recovery point and recovery time objectives without taking production systems offline by leveraging continuous capture byte-level replication to continuously protect data. Our Replication module recovers files or applications to a specific point-in-time. Finally, Simpana Replication software can eliminate exposures from site disaster, costly off-site tape storage and lower total cost of ownership by leveraging remote or virtual sites for disaster recovery.
Search & eDiscovery
The Simpana Search & eDiscovery module leverages a single, intelligent index across both backup and archive data to empower business users to quickly and easily search, classify, select and retrieve all Electronically Stored Information (ESI) retained in the Simpana ContentStore. Our Simpana Content Store is the virtual repository of all Simpana-managed information. With a native search experience, end-users or legal and compliance teams can instantly and intuitively find what they need. Simpana Search & eDiscovery leverages our single platform and can increase business productivity, meet eDiscovery and compliance demands, and gain business insights.
Simpana Search & eDiscovery can reduce certain risks by ensuring all data sources are accounted for in a single, enterprise-wide search that includes edge devices, public and private clouds, application, archive and backup data. In addition, when leveraged with additional search capability, users can view and recover e-mails archived both locally on PC’s and anywhere in the Simpana ContentStore.
Analytics
The Simpana Analyze application module delivers robust, built-in reporting analytics that enables infrastructure cost planning, provides insight into operations and simplifies compliance audits. Simpana software provides unique software with deep operational reporting integrated into both archive and backup operations. Our Analytics solution is fully integrated into backup and archive operations and delivers intuitive reporting and predictive capabilities across an enterprise. This solution provides enterprises with the ability to analyze and view physical and virtual storage utilizations and maximize their usage; make informed decisions on how best to deploy an application in a virtualized environment; identify stale data and make informed decisions on archiving rules and storage policies; leverage file-level analytics for physical and virtual environments; reclaim physical and virtual storage capacities using integrated archiving actions within reports; and produce chargeback reports based on physical and virtual machine capacities. Our Analytics solution also allows users to report on and manage operations remotely with the CommVault Monitor application.
Services
A comprehensive global offering of customer support and other professional services is critical to the successful marketing, sale and deployment of our software. From planning to deployment to operations, we offer a complete set of technical services, training and support options that maximize the operational benefits of our suite of software applications. Our commitment to superior customer support is reflected in the breadth and depth of our services offerings as well as in our ongoing initiatives to engineer resiliency, automation and serviceability features directly into our products.
We have established a global customer support organization built specifically to handle our expanding customer base. We offer multiple levels of customer support that can be tailored to the customer’s response needs and business sensitivities. Our customer support services consist of:
• | Real-Time Support. Our support staff is available 24/7 by telephone to provide first response and manage the resolution of customer issues. In addition to phone support, our customers have access to an online product support database for help with troubleshooting and operational questions. Innovative use of web-based diagnostic tools provides problem analysis and resolution. Our software design is also an important element in our comprehensive customer support, including “root cause” problem analysis, intelligent alerting and troubleshooting assistance. Our software is directly linked to our online support database allowing customers to analyze problems without engaging our technical support personnel. |
• | Significant Network and Hardware Expertise. Our support engineers have extensive knowledge of complex applications, servers and networks. We proactively take ownership of the customer’s problem, regardless of whether the issue is directly related to our products or to those of another vendor. We have also developed and maintain a knowledge library of storage systems and software products to further enable our support organization to quickly and effectively resolve customer problems. |
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• | Global Operations. Our global customer support headquarters is located at our state-of-the-art technical support center in New Jersey. We also have established support operations in Reading, United Kingdom; Sydney, Australia; and Shanghai, China, which are complemented by regional support centers in other worldwide locations. Our cloud-based support system creates a virtual global support center combining these locations to allow for the fastest possible resolution times for customer incidents. We have designed our support infrastructure to be able to scale with the increasing globalization of our customers. |
• | Enhanced Support Options. We offer several enhanced customer support services such as Business Critical Support (BCS) and Remote Operations Management Service (ROMS). Our BCS service is for customers with critical support needs and builds on our 24/7 real-time support deliverables and includes various levels of enhanced services to ensure dedicated support and customized reporting. BCS adds a specialized team of Technical Support Engineers (TSE), an assigned Support Account Manager (SAM) and innovative tools to achieve our customers’ mission. Our ROMS services provide an innovative web-based integrated support automation system that provides customers with overnight, weekend and holiday monitoring. Through a user-friendly, intuitive web dashboard, users can access and track real-time alert, trend and storage usage reports anytime, anywhere. |
We also provide a wide range of other professional services that include:
• | Consulting Services. Our consulting services assist customers in determining data and storage management requirements, designing solutions to meet those requirements and planning for successful implementation and deployment. We offer services such as operational efficiency assessment; architecture design; disaster recovery readiness and policy design; cloud infrastructure design; data classification and archive policy design; records management and eDiscovery design; virtual data protection design; snapshot management design and wellness assessment. |
• | Implementation and Post-deployment Services. Our professional services team helps customers efficiently configure, install and deploy our Simpana suite based on specified business objectives. We offer services such as architecture implementation; disaster recovery readiness and policy implementation; cloud infrastructure implementation; data classification and archive policy implementation; virtual data protection implementation; snapshot management implementation and legacy archive migration. In addition, our residency services offer customers staff-augmentation options to assist with the rapid expert deployment of the Simpana software suite. |
• | Education Services. We provide global onsite training, offsite training and self-paced online alternatives for our products. Packaged or customized customer training courses are available in instructor-led or computer-based formats. We offer in-depth training and certification for our resellers in pre- and post-sales support methodologies, including web access to customizable documentation and training materials. In addition, we offer a CommVault Certification Program that validates expertise and advanced knowledge in topics, including CommVault Core Fundamentals, Implementation and Maintenance, Preparing for Disaster Recovery and more advanced Specialist and Master technologies. We believe certified personnel can increase a company's productivity and reduce operating costs. |
Strategic Relationships
An important element of CommVault’s strategy is to establish relationships with third parties that assist us in developing, marketing, selling and implementing our software and services. We believe that strategic and technology-based relationships with industry leaders are fundamental to our success. We have forged numerous relationships with software application and hardware vendors to enhance our combined capabilities and to create the optimal combination of data and information management applications. This approach enhances our ability to expand our product offerings and customer base and to enter new markets. We have established the following types of strategic relationships:
Technology Alliance Partners. We maintain strategic product and technology relationships with major industry leaders to ensure that our software applications are integrated with, supported by and add value to our partners’ hardware and software products. Collaboration with these market leaders allows us to provide applications that enable our customers to improve data and information management efficiency. Our significant strategic relationships include Bull, Citrix, Fujitsu, HP, Microsoft, Oracle, SAP and VMware. In addition to these relationships, we maintain relationships with a broad range of industry operating system, application and infrastructure vendors to verify and demonstrate the interoperability of our software applications with their equipment and technologies.
Distributors, Value-Added Reseller, Systems Integrator, Corporate Reseller and Original Equipment Manufacturer Relationships. Our corporate resellers bundle or sell our software applications together with their own products, and our
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value-added resellers resell our software applications independently. As of March 31, 2014, we had more than 500 reseller partners and systems integrators that have distributed our software worldwide.
In order to broaden our market coverage, we work closely with our Global Original Equipment Manufacturer (OEM) Partners, investing significant time and resources to deliver unique, joint solutions incorporating Simpana software. These partners team with our technical, engineering, marketing and sales forces on helping to enhance integration, tuning, operational management, implementation and vision for solutions that are designed to meet current and future data and information management needs. Our alliance managers work directly with Global OEM Partners to design, deliver and support field activities that make it easier for customers to locate, learn about, and purchase these differentiated solutions. We currently have original equipment manufacturer distribution agreements primarily with Hitachi Data Systems and NetApp. Under these agreements, the original equipment manufacturers sell, market and support our software applications and services independently and/or incorporate our software applications into their own hardware products. Our original equipment manufacturer agreements do not contain any minimum purchase or sale commitments.
Additionally, we have distribution agreements covering our North American commercial and U.S. Federal Government markets with Arrow Enterprise Computing Solutions, Inc. (“Arrow”), a subsidiary of Arrow Electronics, Inc., and Avnet Technology Solutions (“Avnet”), a subsidiary of Avent Inc. Pursuant to these distribution agreements, Arrow’s and Avnet’s primary role is to enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and leveraging their own industry experience. Sales generated through our distribution agreement with Arrow accounted for approximately 31% of our total revenue in fiscal 2014 and 29% in fiscal 2013.
We currently have a worldwide reseller agreement with Dell, Inc. ("Dell") . Our reseller agreement with Dell provides them the right to market, resell and distribute certain of our products to end user customers. Historically, we also had an original equipment manufacturer agreement with Dell, which was terminated in December of 2013. Sales through both of our agreements with Dell accounted for 15% of our total revenues for fiscal 2014 and 20% of our total revenues for fiscal 2013. We expect revenue transacted through Dell as a percentage of our total revenue to continue to decline as we transition our Dell related end-user customers to alternative distribution channels. Additional disclosures related to Dell are contained in Item 1A Risk Factors and in Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations in the Sources of Revenue section.
Service Provider Partners. Our Simpana software is the data protection platform for approximately 200 service providers, which provide cloud-based solutions to client systems worldwide. As companies of all sizes and markets rapidly adopt cloud infrastructures for improved costs, speed and agility, we remain committed to these strategic relationships to address this growing trend. Customers looking to move IT operations into the cloud depend on service providers to help them migrate, manage and protect their cloud infrastructures. We have partnered with a broad ecosystem of service provider partners so they can effectively deliver data management-as-a-service solutions based on Simpana software across geographies, vertical markets and offerings. Leading providers who have integrated Simpana software into their cloud solution portfolios include Microsoft Windows Azure, Amazon S3 and Glacier, NetApp, and Rackspace.
Customers
We sell Simpana software applications and related services directly to large global enterprises, small and medium sized businesses and government agencies, and indirectly through value-added resellers, systems integrators, corporate resellers and original equipment manufacturer partners. As of March 31, 2014, we had licensed our software applications to approximately 20,000 registered customers in a broad range of industries, including banking, insurance and financial services, government, healthcare, pharmaceuticals and medical services, technology, legal, manufacturing, utilities and energy.
Technology
Our Common Platform serves as a major differentiator versus our competitors’ data and information management software products. Our Common Platform’s unique indexing, cataloging, data movement, media management and policy technologies are the source of the performance, scale, management, cost of ownership benefits and seamless interoperability inherent in all of our data and information management software applications. Additional options enable content search, data encryption and auditing features to support data discovery and compliance requirements. Each of these applications shares a common architecture consisting of three core components: intelligent agent software, data movement software and command and control software. These components may be installed on a single host server, or each may be distributed over many servers in a global network. Additionally, the modularity of our software provides deployment flexibility. The ability to share storage resources across multiple data and information management applications provides easier data and information management and lower total cost of ownership. We participate in industry standards groups and activities that we believe will have a direct bearing on the data and information management software market.
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Our software architecture consists of integrated software components that are grouped together to form a CommCell. Components of a CommCell are as follows:
• | One CommServe |
• | One or more MediaAgents |
• | One or more iDataAgents |
Each highly scalable CommCell may be configured to reflect a customer’s geographic, organizational or application environment. Multiple CommCells can be aggregated into a single, centralized view for policy-based management across a customer’s local or global information technology environment.
• | CommServe. The CommServe acts as the command and control center of the CommCell and handles all requests for activity between MediaAgent and iDataAgent components. The CommServe contains the centralized event and job managers and the index catalog. This database includes information about where data resides, such as the library, media and content of data. The centralized event manager logs all events, providing unified notification of important events. The job manager automates and monitors all jobs across the CommCell. |
• | MediaAgent. The MediaAgent is a media independent module that is responsible for managing the movement of data between the iDataAgents and the physical storage devices. Our MediaAgents communicate with a broad range of storage devices, generating an index for use by each of our software applications. The MediaAgent software supports most storage devices, including automated magnetic tape libraries, tape stackers and loaders, standalone tape drives and magnetic storage devices, magneto-optical libraries, virtual tape libraries, DVD-RAM and CD-RW devices. |
• | iDataAgent. The iDataAgent is a software module that resides on the server or other computing device and controls the data being protected, replicated, migrated or archived, often referred to simply as the “client” software. iDataAgents communicate with most open and network file systems and enterprise relational databases and applications, such as Microsoft Exchange, Microsoft SharePoint, Notes Domino Server, GroupWise, Oracle, Informix, Sybase, DB2 and SAP, to generate application aware indexes pertinent to granular recovery of application objects. The agent software contains the logic necessary to extract (or recover) data and send it to (or receive it from) the MediaAgent software. |
Sales and Marketing
We sell our Simpana data and information management software applications and related services to large global enterprises, small and medium sized businesses, and government agencies. We sell through our worldwide direct sales force and our global network of distributors, value-added resellers, systems integrators, corporate resellers and original equipment manufacturer partners. As of March 31, 2014, we had 584 employees in sales and marketing. These employees are primarily located in North America, Europe, Australia and Asia.
We have a variety of marketing programs designed to create brand awareness and market recognition for our product offerings and for sales lead generation. Our marketing efforts include active participation at trade shows, technical conferences and technology seminars; advertising; content development and distribution; public relations; social media; industry analyst relations; publication of technical and educational articles in industry journals; sales training; and preparation of competitive analyses. In addition, our strategic partners augment our marketing and sales campaigns through seminars, trade shows and joint public relations and advertising campaigns. Our customers and strategic partners provide references and recommendations that we often feature in external marketing activities.
Research and Development
Our research and development organization is responsible for the design, development, testing and certification of our data and information management software applications. As of March 31, 2014, we had 444 employees in our research and development group, of which 150 are located in our Hyderabad and Bangalore development centers in India. Our engineering efforts support product development across all major operating systems, databases, applications and network storage devices. A substantial amount of our development effort goes into certification, integration and support of our applications to ensure interoperability with our strategic partners’ hardware and software products. We have also made substantial investments in the automation of our product test and quality assurance laboratories. We spent $55.1 million on research and development activities in fiscal 2014, $47.4 million in fiscal 2013 and $39.9 million in fiscal 2012.
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Competition
The data storage management market is intensely competitive, highly fragmented and characterized by rapidly changing technology and evolving standards. We currently compete with other providers of data and information management software as well as large storage hardware manufacturers that have developed or acquired their own data and information management software products. These manufacturers have the resources and capabilities to develop their own data and information management software applications, and many have been making acquisitions and broadening their efforts to include broader data and information management and storage products. These manufacturers and/or our other current and potential competitors may establish cooperative relationships among themselves or with third parties, creating new competitors or alliances. Large operating system and application vendors have introduced products or functionality that includes some of the same functions offered by our software applications. In the future, further development by these vendors could cause some features of our software applications to become redundant.
The following are our primary competitors in the data and information management software applications market, each of which has one or more products that compete with a part of or our entire software suite:
• | EMC |
• | IBM |
• | Symantec |
The principal competitive factors in our industry include product functionality, product performance, product integration, platform coverage, ability to scale, price, worldwide sales infrastructure, global technical support, name recognition and reputation. The ability of major system vendors to bundle hardware and software solutions is also a significant competitive factor in our industry. Although many of our competitors have greater resources, a larger installed customer base and greater name recognition, we believe we compete favorably on the basis of these competitive factors.
Our unique product architecture is one of the primary reasons why we compete so successfully. Whereas other competitive solutions in the market are based on multiple, disparate products, our modular offering is based
on a single, unified, underlying code base resulting in favorable efficiencies in functionality, integration, scalability and support. Our focused approach to data and information management and our ability to respond to customer feedback also drives the functionality and features of our products, which we believe lead the industry in terms of performance and usability, as evidenced by numerous industry awards we have received.
From a customer perspective, highly integrated products such as ours, which are based on a single, unified, underlying code base, are easier and less expensive to deploy, operate and manage. This flexibility, in turn, makes it significantly easier to scale our products over a customer’s entire IT environment. Supporting and enhancing our products is made more efficient due to this single, unified, underlying code base, unlike our competitors who are required to support and enhance multiple, disparate products, most of which are based on differing underlying software codes. Supporting multiple, disparate products places more onerous and costly demands on our competitors’ internal human and operational capital. We believe that Simpana software, because of its unique architecture, creates a compelling functional, integration, scalability and support advantage. We continue to expand our worldwide sales infrastructure and increase our distribution throughout the Americas, Europe, Middle East, Africa, Australia and Asia to meet the needs of our business.
Some of our competitors have greater financial resources and may have the ability to offer their products at lower prices than ours. In addition, some of our competitors have greater name recognition than us, which could provide them a competitive advantage with some customers. Some of our competitors also have longer operating histories, have substantially greater technical, sales, marketing and other global resources than we do, as well as a larger installed customer base and broader product offerings, including hardware. As a result, these competitors can devote greater resources to the development, promotion, sale and support of their products than we can.
Intellectual Property and Proprietary Rights
Our success and ability to compete depend on our continued development and protection of our proprietary software and other technologies. We rely primarily on a combination of trade secret, patent, copyright and trademark laws, as well as contractual provisions, to establish and protect our intellectual property rights. We provide our software to customers pursuant to license agreements that impose certain restrictions on use. These license agreements are primarily in the form of shrink-wrap or click-wrap licenses, which are not negotiated with or signed by our end-user customers. These measures may afford only limited protection of our intellectual property and proprietary rights associated with our software. We also enter into confidentiality agreements with employees and consultants involved in product development. We routinely require our
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employees, customers and potential business partners to enter into confidentiality agreements before we disclose any sensitive aspects of our software, technology or business plans.
As of March 31, 2014, we had 285 issued patents and 234 pending patent applications in the United States, as well as 91 issued patents in foreign countries and 58 pending foreign patent applications. Pending patent applications may receive unfavorable examination and are not guaranteed allowance as issued patents. We may elect to abandon or otherwise not pursue prosecution of certain pending patent applications due to patent examination results, economic considerations, strategic concerns or other factors. We will continue to assess appropriate occasions to seek patent and other intellectual property protection for innovative aspects of our technology that we believe provide us a significant competitive advantage.
Despite our efforts to protect our trade secrets and proprietary rights through patents and license and confidentiality agreements, unauthorized parties may still attempt to copy or otherwise obtain and use our software and technology. In addition, we intend to expand our international operations and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries. If we fail to protect our intellectual property and other proprietary rights, our business could be negatively impacted.
We currently resell certain software from Microsoft, including Microsoft SQL Server, used in conjunction with our software applications pursuant to an independent software vendor royalty license and distribution agreement that we have and plan to continue renewing annually. We also currently resell certain other software from Microsoft, including Windows Pre-installation Environment software, used in conjunction with our software applications, pursuant to an agreement with Microsoft that expires May 31, 2014. We expect that our agreement with Mircosoft will be renewed. We have entered into and expect to enter into agreements with additional third parties to license their technology for use with our software applications.
Some of the products or technologies acquired, licensed or developed by us may incorporate so-called “open source” software and we may incorporate open source software into other products in the future. The use of such open source software may ultimately subject some products to unintended conditions, which may negatively affect our business, financial condition, operating results, cash flow and ability to commercialize our products or technologies.
From time to time, we are participants or members of various industry standard-setting organizations or other industry technical organizations. Our participation or membership in such organizations may, in some circumstances, require us to enter into royalty or licensing agreements with third parties regarding our intellectual property under terms established by those organizations, which we may find unfavorable.
In the United States, we own federal registrations for or have common law trademark rights in the following marks: CommVault, “CV” Logo & CommVault, the “CV” logo, CommVault Systems, Solving Forward, SIM, Singular Information Management, Simpana, Simpana (logo), CommVault Galaxy, CommVault Edge Unified Data Management, QiNetix, Quick Recovery, QR, CommNet, GridStor, Vault Tracker, InnerVault, Quick Snap, QSnap, IntelliSnap, Simpana OnePass, Recovery Director, CommServe, CommCell, ROMS, Distinctly Data and CommValue. We also have several other trademarks and have obtained or are actively pursuing trademark registrations in several foreign jurisdictions.
Employees
As of March 31, 2014, we had 1,973 employees worldwide, including 584 in sales and marketing, 444 in research and development, 190 in general and administration and 755 in customer services and support. None of our employees are represented by a labor union. We have never experienced a work stoppage and believe our relationship with our employees is good.
Executive Officers of the Registrant
The following table presents information with respect to our executive officers as of May 2, 2014:
Name | Age | Position | |||
N. Robert Hammer | 72 | Chairman, President and Chief Executive Officer | |||
Alan G. Bunte | 60 | Executive Vice President, Chief Operating Officer | |||
Brian Carolan | 43 | Vice President, Chief Financial Officer | |||
Ron Miiller | 47 | Senior Vice President of Worldwide Sales | |||
N. Robert Hammer has served as our Chairman, President and Chief Executive Officer since March 1998. Mr. Hammer was also a venture partner from 1997 until December 2003 of the Sprout Group, the venture capital
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arm of Credit Suisse’s asset management business. Prior to joining the Sprout Group, Mr. Hammer served as the Chairman, President and Chief Executive Officer of Norand Corporation, a portable computer systems manufacturer, from 1988 until its acquisition by Western Atlas, Inc. in 1997. Mr. Hammer led Norand following its leveraged buy-out from Pioneer Hi-Bred International, Inc. and through its initial public offering in 1993. Prior to joining Norand, Mr. Hammer also served as Chairman, President and Chief Executive Officer of publicly-held Telequest Corporation from 1987 until 1988 and of privately-held Material Progress Corporation from 1982 until 1987. Prior to joining Material Progress Corporation, Mr. Hammer spent 15 years in various sales, marketing and management positions with Celanese Corporation, rising to the level of Vice President and General Manager of the structural composites materials business. Mr. Hammer obtained his bachelor’s degree and master’s degree in business administration from Columbia University.
Alan G. Bunte has served as our Executive Vice President and Chief Operating Officer since October 2003 and served as our Senior Vice President from December 1999 until October 2003. Since January 2008, Mr. Bunte has also served as a Director of CommVault. Prior to joining our company, Mr. Bunte was with Norand Corporation from 1986 to January 1998, serving as its Senior Vice President of planning and business development from 1991 to January 1998. Mr. Bunte obtained his bachelor’s and master’s degrees in business administration from the University of Iowa.
Brian Carolan has served as our Vice President, Finance and Chief Financial Officer since October 2012. Prior to his current role, Mr. Carolan served as our Vice President, Finance and Chief Accounting Officer from July 2006 until September 2012. He also held the position of Controller from February 2001 until June 2006. Prior to joining our company, Mr. Carolan was with Ernst & Young LLP in its Technology, Communications and Entertainment audit practice from 1993 until January 2001. Mr. Carolan obtained his bachelor’s degree in accounting from Villanova University, his master’s degree in business administration from New York University and is a certified public accountant in the State of New Jersey.
Ron Miiller has served as our Senior Vice President of Worldwide Sales since April 2011. Prior to his current role, Mr. Miiller served as our Vice President of Sales, Americas from January 2005 to March 2011 and as our Central Region Sales Manager from March 2000 to December 2004. Prior to joining our company, Mr. Miiller served as Director, Central Region Sales for Softworks, Inc., an EMC company, from March 1997 through March 2000, and prior to that Mr. Miiller was with Moore Corporation, a diversified print and electronic communications company from 1989 through March 1997 in various leadership roles. Mr. Miiller received his bachelor of science degree in marketing from Ball State University in 1989.
Item 1A. | Risk Factors |
You should consider each of the following factors as well as the other information in this Annual Report in evaluating our business and our prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the following risks actually occurs, our business and financial results could be harmed. In that case, the trading price of our common stock could decline. You should also refer to the other information set forth in this Annual Report, including our financial statements and the related notes.
Risks Related to Our Business
Our industry is intensely competitive, and most of our competitors have greater financial, technical and sales and marketing resources and larger installed customer bases than we do, which could enable them to compete more effectively than we do.
The data and information management software market is intensely competitive, highly fragmented and characterized by rapidly changing technology and evolving standards, changing customer requirements and frequent new product introductions. Competitors vary in size and in the scope and breadth of the products and services offered. Our primary competitors include EMC, IBM and Symantec Corporation.
The principal competitive factors in our industry include product functionality, product integration, platform coverage, ability to scale, price, worldwide sales infrastructure, global technical support, name recognition and reputation. The ability of major system vendors to bundle hardware and software solutions is also a significant competitive factor in our industry. If we are unable to address these factors, our competitive position could weaken and we could experience a decline in revenues that could adversely affect our business.
Most of our current and potential competitors have longer operating histories and have substantially greater financial, technical, sales, marketing and other resources than we do, as well as larger installed customer bases, greater name recognition and broader product offerings, including hardware. These competitors can devote greater resources to the development, promotion, sale and support of their products than we can and have the ability to bundle their hardware and software products
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in a combined offering. As a result, these competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements.
It is also costly and time-consuming to change data and information management systems. Most of our new customers have installed data and information management software, which gives an incumbent competitor an advantage in retaining a customer because it already understands the network infrastructure, user demands and information technology needs of the customer, and also because some customers are reluctant to invest the time and money necessary to change vendors.
Our current and potential competitors may establish cooperative relationships among themselves or with third parties. If so, new competitors or alliances that include our competitors may emerge that could acquire significant market share. In addition, large operating system and application vendors, as well as some hardware manufacturers, have introduced products or functionality that includes some of the same functions offered by our software applications. In the future, further development by these vendors could cause our software applications and services to become redundant, which could seriously harm our sales, results of operations and financial condition.
New competitors entering our markets can have a negative impact on our competitive positioning. In addition, we expect to encounter new competitors as we enter new markets. Furthermore, many of our existing competitors are broadening their operating systems platform coverage. We also expect increased competition from original equipment manufacturers, including those we partner with, and from systems and network management companies, especially those that have historically focused on the mainframe computer market and have been making acquisitions and broadening their efforts to include data and information management and storage products. We expect that competition will increase as a result of future software industry consolidation. Increased competition could harm our business by causing, among other things, price reductions of our products, reduced profitability and loss of market share.
We rely on indirect sales channels, such as value-added resellers, systems integrators, corporate resellers, distributors, and original equipment manufacturers, for the distribution of our software applications, and the failure of these channels to effectively sell our software applications could have a material adverse effect on our revenues and results of operations.
We rely significantly on our value-added resellers, systems integrators and corporate resellers, which we collectively refer to as resellers, for the marketing and distribution of our software applications and services. Resellers are our most significant distribution channel. However, our agreements with resellers are generally not exclusive, are generally renewable annually, typically do not contain minimum sales requirements and in many cases may be terminated by either party without cause. Many of our resellers carry software applications that are competitive with ours. These resellers may give a higher priority to other software applications, including those of our competitors, or may not continue to carry our software applications at all. If a number of resellers were to discontinue or reduce the sales of our products, or were to promote our competitors’ products in lieu of our own, it could have a material adverse effect on our future revenues. Events or occurrences of this nature could seriously harm our sales and results of operations. If we fail to manage our resellers successfully, there may be conflicts between resellers or they could fail to perform as we anticipate, including required compliance with the terms and obligations of our reseller agreement, either of which could reduce our sales or impact our reputation in the market. In addition, we expect that a portion of our sales growth will depend upon our ability to identify and attract new reseller partners. Our competitors also use reseller arrangements and may be more successful in attracting reseller partners and could enter into exclusive relationships with resellers that make it difficult to expand our reseller network. Any failure on our part to maintain and/or expand our network of resellers could impair our ability to grow revenues in the future.
Some of our resellers possess significant resources and advanced technical abilities. These resellers, particularly our corporate resellers, may, either independently or jointly with our competitors, develop and market products and related services that compete with our offerings. If this were to occur, these resellers might discontinue marketing and distributing our software applications and services. In addition, these resellers would have an advantage over us when marketing their competing products and related services because of their existing customer relationships. The occurrence of any of these events could have a material adverse effect on our revenues and results of operations.
In addition, we have distribution agreements covering our North American commercial markets and our U.S. Federal Government market with Arrow and Avnet. Pursuant to these distribution agreements, these distributors’ primary role is to enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and leveraging their own industry experience. Many of our North American resellers have been transitioned to either Arrow or Avnet. Sales through our distribution agreement with Arrow accounted for approximately 31% of our total revenues for fiscal 2014 and approximately 29% for fiscal 2013. If Arrow or Avnet were to discontinue or reduce the sales of our products or if our agreement with Arrow or Avnet was terminated, and if we were unable to take back the management of our reseller channel or find another North American distributor to replace Arrow or Avnet, then it could have a material adverse effect on our future revenues.
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Sales through our agreements with Dell accounted for 15% of our total revenues for fiscal 2014 and 20% of our total revenues for fiscal 2013. Historically, we had an original equipment manufacturer agreement with Dell which primarily served the small and medium business segment. This agreement was terminated in December 2013. Over the last two fiscal years, we have attempted to shift small and medium business segment transactions to non-Dell distribution partners. We continue to have a worldwide reseller agreement with Dell. Our reseller agreement with Dell provides them the right to market, resell and distribute certain of our products to end user customers. During fiscal 2014, we also implemented a strategy to broaden our distribution related to enterprise software transactions and shift these transactions away from Dell distribution. As a result, the majority of the revenue that is still transacted through Dell comes from add-on purchases from our existing install base and from new enterprise software transactions where our sales force is directly involved. We believe it is likely revenue transacted through Dell related channels will continue to decline as a percentage of our total revenues. If our disengagement with Dell is unsuccessful, and we are unable to find additional or existing partners to replace the revenues that were previously transacted through Dell, it could have a material adverse effect on our future revenues and results of operations.
Our original equipment manufacturer agreements are primarily with Hitachi Data Systems and NetApp. Our original equipment manufacturers sell our software applications and in some cases incorporate our data and information management software into systems that they sell. A material portion of our revenues is generated through these arrangements. However, we have no control over the shipping dates or volumes of systems these original equipment manufacturers ship and they have no obligation to ship systems incorporating our software applications. They also have no obligation to recommend or offer our software applications exclusively or at all, and they have no minimum sales requirements and can terminate our relationship at any time. These original equipment manufacturers also could choose to develop their own data and information management software internally and incorporate those products into their systems instead of our software applications. The original equipment manufacturers that we do business with also compete with one another. If one of our original equipment manufacturer partners views our arrangement with another original equipment manufacturer as competing with its products, it may decide to stop doing business with us. Any material decrease in the volume of sales generated by original equipment manufacturers we do business with, as a result of these factors or otherwise, could have a material adverse effect on our revenues and results of operations in future periods. Sales through our original equipment manufacturer agreements, including the terminated Dell original equipment manufacturer agreement, accounted for approximately 13% of our total revenues for fiscal 2014 and 15% of our total revenues for fiscal 2013.
We may not be able to respond to rapid technological changes with new software applications and services offerings, which could have a material adverse effect on our sales and profitability.
The markets for our software applications are characterized by rapid technological changes, changing customer needs, frequent new product introductions and evolving industry standards. The introduction of software applications embodying new technologies and the emergence of new industry standards could make our existing and future software applications obsolete and unmarketable. As a result, we may not be able to accurately predict the lifecycle of our software applications, and they may become obsolete before we receive the amount of revenues that we anticipate from them. If any of the foregoing events were to occur, our ability to retain or increase market share in the data and information management software market could be materially adversely affected.
We devote significant resources to the development of new products and the enhancement of existing products. To be successful, we need to anticipate, develop and introduce new software applications and services on a timely and cost-effective basis that keep pace with technological developments and emerging industry standards and that address the increasingly sophisticated needs of our customers. We may fail to develop and market software applications and services that respond to technological changes or evolving industry standards, experience difficulties that could delay or prevent the successful development, introduction and marketing of these applications and services or fail to develop applications and services that adequately meet the requirements of the marketplace or achieve market acceptance. Our failure to develop and market such applications and services on a timely basis, or at all, could have a material adverse effect on our sales and profitability.
Volatility in the global economy could adversely impact our continued growth, results of operations and our ability to forecast future business.
As our business has expanded globally, we have become increasingly subject to the risks arising from adverse changes in domestic and global economic and political conditions. Uncertainty in the macroeconomic environment and associated global economic conditions have resulted in volatility in credit, equity, particularly with respect to the ongoing European sovereign debt crisis, slowing economies in parts of Asia, or the impact of continuing uncertainty associated with the budget “sequestration” in the U.S. government.
These global economic conditions can result in slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns. There has also been increased volatility in foreign exchange markets. These factors make it difficult for our customers, our vendors and us to accurately
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forecast and plan future business activities. In addition, these factors could cause customers to slow or defer spending on our software and services products, which would delay and lengthen sales cycles and negatively affect our results of operations. If such conditions deteriorate or if the pace of economic recovery is slower or more uneven, our results of operations could be adversely affected, we may not be able to sustain the growth rates we have experienced recently, and we could fail to meet the expectations of stock analysts and investors, which could cause the price of our common stock to decline.
We continue to invest in our business in the Asia-Pacific and Europe, Middle East, and Africa regions. There are significant risks with overseas investments and growth prospects in these regions. Increased volatility or further declines in the credit, equity and foreign currency markets in these regions could cause delays in or cancellations of orders. Deterioration of economic conditions in the countries in which we do business could also cause slower or impaired collections on accounts receivable. In addition, we could experience delays in the payment obligations of our worldwide resellers if they experience weakness in the end-user market, which would increase our credit risk exposure and harm our financial condition.
In periods of volatile economic conditions, our exposure to credit risk and payment delinquencies on our accounts receivable significantly increases.
Our outstanding accounts receivables are generally not secured. In addition, our standard terms and conditions permit payment within a specified number of days following the receipt of our product. Due to the recent volatile economic conditions, certain of our customers and resellers have faced or may face liquidity concerns which could result in our customers or resellers not being able to satisfy their payment obligations to us, which would have a material adverse effect on our financial condition, operating results and cash flows. While we have procedures to monitor and limit exposure to credit risk on our receivables and have not suffered any material losses to date, there can be no assurance such procedures will continue to effectively limit our credit risk and avoid future losses.
We may experience a decline in revenues or volatility in our quarterly operating results, which may adversely affect the market price of our common stock.
We cannot predict our future quarterly revenues or operating results with certainty because of many factors outside of our control. A significant revenue or profit decline, lowered forecasts or volatility in our operating results could cause the market price of our common stock to decline substantially. Factors that could affect our revenues and operating results include the following:
• | the unpredictability of the timing and magnitude of orders for our software applications, particularly software transactions greater than $100,000 — in recent fiscal years, a majority of our quarterly revenues were earned and recorded near the end of each quarter; |
• | the possibility that our customers may cancel, defer or limit purchases as a result of reduced information technology budgets; |
• | the possibility that our customers may defer purchases of our software applications in anticipation of new software applications or updates from us or our competitors; |
• | the ability of our original equipment manufacturers and resellers to meet their sales objectives; |
• | market acceptance of our new applications and enhancements; |
• | our ability to control expenses; |
• | changes in our pricing and distribution terms or those of our competitors; and |
• | the demands on our management, sales force and services infrastructure as a result of the introduction of new software applications or updates. |
Our expense levels are relatively fixed and are based, in part, on our expectations of future revenues. If revenue levels fall below our expectations and we are profitable at the time, our net income would decrease because only a small portion of our expenses varies with our revenues. Therefore, any significant decline in revenues for any period could have an immediate adverse impact on our results of operations for that period. We believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of future performance. In addition, our results of operations could be below expectations of public market analysts and investors in future periods, which would likely cause the market price of our common stock to decline.
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We encounter long sales and implementation cycles, particularly for our larger customers, which could have an adverse effect on the size, timing and predictability of our revenues.
Potential or existing customers, particularly larger enterprise customers, generally commit significant resources to an evaluation of available software and require us to expend substantial time, effort and money educating them as to the value of our software and services. Sales of our core software products to these larger customers often require an extensive education and marketing effort.
We could expend significant funds and resources during a sales cycle and ultimately fail to win the customer. Our sales cycle for all of our products and services is subject to significant risks and delays over which we have little or no control, including:
• | our customers’ budgetary constraints; |
• | the timing of our customers’ budget cycles and approval processes; |
• | our customers’ willingness to replace their current software solutions; |
• | our need to educate potential customers about the uses and benefits of our products and services; and |
• | the timing of the expiration of our customers’ current license agreements or outsourcing agreements for similar services. |
If our sales cycles lengthen unexpectedly, they could adversely affect the timing of our revenues or increase costs, which may cause fluctuations in our quarterly revenues and results of operations. Finally, if we are unsuccessful in closing sales of our products after spending significant funds and management resources, our operating margins and results of operations could be adversely impacted, and the price of our common stock could decline.
We depend on growth in the data and information management software market, and lack of growth or contraction in this market could have a material adverse effect on our sales and financial condition.
Demand for data and information management software is linked to growth in the amount of data generated and stored, demand for data retention and management (whether as a result of regulatory requirements or otherwise) and demand for and adoption of new storage devices and networking technologies. Because our software applications are concentrated within the data and information management software market, if the demand for storage devices, storage software applications, storage capacity or storage networking devices declines, our sales, profitability and financial condition would be materially adversely affected. Segments of the computer and software industry have in the past experienced significant economic downturns. The occurrence of any of these factors in the data and information management software market could materially adversely affect our sales, profitability and financial condition.
Furthermore, the data and information management software market is dynamic and evolving. Our future financial performance will depend in large part on continued growth in the number of organizations adopting data and information management software for their computing environments. The market for data and information management software may not continue to grow at historic rates, or at all. If this market fails to grow or grows more slowly than we currently anticipate, our sales and profitability could be adversely affected.
Our software applications are complex and may contain undetected errors, which could adversely affect not only our software applications’ performance but also our reputation and the acceptance of our software applications in the market.
Software applications as complex as those we offer contain undetected errors or failures, especially when products are first introduced or new versions are released. Despite extensive testing by us and by our customers, we have in the past discovered errors in our software applications and will do so in the future. As a result of past discovered errors, we experienced delays and lost revenues while we corrected those software applications. In addition, customers in the past have brought to our attention “bugs” in our software created by the customers’ unique operating environments, which are often characterized by a wide variety of both standard and non-standard configurations that make pre-release testing very difficult and time consuming. Although we have been able to fix these software bugs in the past, we may not always be able to do so. Our software products may also be subject to intentional attacks by viruses that seek to take advantage of these bugs, errors or other weaknesses. Any of these events may result in the loss of, or delay in, market acceptance of our software applications and services, which would seriously harm our sales, results of operations and financial condition.
Furthermore, we believe that our reputation and name recognition are critical factors in our ability to compete and generate additional sales. Promotion and enhancement of our name will depend largely on our success in continuing to provide effective software applications and services. The occurrence of errors in our software applications or the detection of bugs by
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our customers may damage our reputation in the market and our relationships with our existing customers, and as a result, we may be unable to attract or retain customers.
In addition, because our software applications are used to manage data that is often critical to our customers, they may have a greater sensitivity to defects in our products than to defects in other, less critical, applications.
As a result, the licensing and support of our software applications involve the risk of product liability claims. Our license agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims. However, the limitation of liability provisions contained in our license agreements vary and may not be effective as a result of existing or future national, federal, state, or local laws or ordinances or unfavorable judicial decisions. Although we have not experienced any material product liability claims to date, the sale and support of our products entail the risk of such claims, which could be substantial in light of the use of our products in enterprise-wide environments. In addition, our insurance against product liability may not be adequate to cover all potential claims.
If our customers do not renew their annual maintenance and support agreements for our products or if they do not renew them on terms that are favorable to us, our business might suffer.
Most of our maintenance agreements are for a one year term. As the end of the annual period approaches, we pursue the renewal of the agreement with the customer. Historically, maintenance renewals have represented a significant portion of our total revenue. Because of this characteristic of our business, if our customers choose not to renew their maintenance and support agreements with us on beneficial terms, or at all, our business, operating results and financial condition could be harmed.
We develop software applications that interoperate with operating systems and hardware developed by others, and if the developers of those operating systems and hardware do not cooperate with us or we are unable to devote the necessary resources so that our applications interoperate with those systems, our software development efforts may be delayed or foreclosed and our business and results of operations may be adversely affected.
Our software applications operate primarily on the Windows, UNIX, Linux and Novell Netware operating systems and the hardware devices of numerous manufacturers. When new or updated versions of these operating systems and hardware devices are introduced, it is often necessary for us to develop updated versions of our software applications so that they interoperate properly with these systems and devices. We may not accomplish these development efforts quickly or cost-effectively, and it is not clear what the relative growth rates of these operating systems and hardware will be. These development efforts require the cooperation of the developers of the operating systems and hardware, substantial capital investment and the devotion of substantial employee resources. For some operating systems, we must obtain some proprietary application program interfaces from the owner in order to develop software applications that interoperate with the operating system. Operating system owners have no obligation to assist in these development efforts. If they do not provide us with assistance or the necessary proprietary application program interfaces on a timely basis, we may experience delays or be unable to expand our software applications into other areas.
We may not receive significant revenues from our current research and development efforts for several years, if at all.
Developing software is expensive, and the investment in product development may involve a long payback cycle. Our research and development expenses were $55.1 million, or 9% of our total revenues in fiscal 2014, $47.4 million, or 10% of our total revenues in fiscal 2013 and $39.9 million, or 10% of our total revenues in fiscal 2012. Our future plans include significant investments in software research and development and related product opportunities. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we may not recognize significant revenues from these investments for several years, if at all.
The loss of key personnel or the failure to attract and retain highly qualified personnel could have an adverse effect on our business.
Our future performance depends on the continued service of our key technical, sales, services and management personnel. We rely on our executive officers and senior management to execute our existing business operations and identify and pursue new growth opportunities. The loss of key employees could result in significant disruptions to our business, and the integration and training of replacement personnel could be time consuming, cause additional disruptions to our business and be unsuccessful. We do not carry key person life insurance covering any of our employees.
Our future success also depends on our continued ability to attract and retain highly qualified technical, sales, services and management personnel. Competition for such personnel is intense, and we may fail to retain our key technical, sales, services and management employees or attract or retain other highly qualified technical, sales, services and management personnel in the future.
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Furthermore, in the past, we have experienced higher levels of turnover in our sales force compared to other employee groups in our company. Increases in the turnover rate of our sales force may affect our ability to generate license revenue growth. Although we have hired replacements in our sales force and are continuing to hire additional sales personnel to grow our business, we sometimes experience lower productivity from newly hired sales personnel for a period up to twelve months. In addition, we periodically make adjustments to our sales organization in response to a variety of internal and external factors, such as market opportunities, competitive threats, product introductions or enhancements and sales performance. Such adjustments could be temporarily disruptive and result in reduced productivity.
The volatility of our stock price may from time to time adversely affect our ability to attract or retain employees. If we are unable to hire or retain qualified employees across our organization, or conversely, if we fail to manage employee performance or reduce staffing levels when required by market conditions, our personnel costs would be excessive and our business and profitability could be adversely affected.
Our international sales and operations are subject to factors that could have an adverse effect on our results of operations.
We have significant sales and services operations outside the United States, and derive a substantial portion of our revenues from these operations. We also plan to continue to expand our international operations. We generated approximately 43% of our revenues from outside the United States in fiscal 2014 and 42% in fiscal 2013. Accordingly, international sales increased 22% in fiscal 2014 compared to fiscal 2013. Expansion of our international operations will require a significant amount of attention from our management and substantial financial resources and might require us to add qualified management in these markets.
In addition to facing risks similar to the risks faced by our domestic operations, our international operations are also subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many countries, including:
• | difficulties in staffing and managing our international operations; |
• | foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including currency exchange controls; |
• | difficulties in coordinating the activities of our geographically dispersed and culturally diverse operations; |
• | general economic conditions in the countries in which we operate, including seasonal reductions in business activity in the summer months in Europe and in other periods in other countries, could have an adverse effect on our earnings from operations in those countries; |
• | imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements may occur, including those pertaining to export restrictions, privacy and data protection, trade and employment restrictions and intellectual property protections; |
• | longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable; |
• | competition from local suppliers; |
• | greater risk of a failure of our employees to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010, and any trade regulations ensuring fair trade practices; |
• | costs and delays associated with developing software in multiple languages; and |
• | political unrest, war or acts of terrorism. |
Our business in emerging markets requires us to respond to rapid changes in market conditions in those markets. Our overall success in international markets depends, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political conditions. We may not continue to succeed in developing and implementing policies and strategies that will be effective in each location where we do business. Furthermore, the occurrence of any of the foregoing factors may have a material adverse effect on our business and results of operations.
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We may experience fluctuations in foreign currency exchange rates that could adversely impact our results of operations.
Our international sales are generally denominated in foreign currencies, and this revenue could be materially affected by currency fluctuations. Our primary exposure is to fluctuations in exchange rates for the U.S. dollar versus the Euro and, to a lesser extent, the Australian dollar, British pound sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and could require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations. An unfavorable change in the exchange rate of foreign currencies against the U.S. dollar would result in lower revenues when translated into U.S. dollars, although operating expenditures would be lower as well. Historically, the effect of changes in foreign currency exchange rates on our revenues and operating expenses has not been material, although it may be in the future.
In recent fiscal years, we have selectively hedged our exposure to changes in foreign currency exchange rates on the balance sheet. In the future, we may enter into additional foreign currency-based hedging contracts to reduce our exposure to significant fluctuations in currency exchange rates on the balance sheet, although there can be no assurances that we will do so. However, as our international operations grow, or if dramatic fluctuations in foreign currency exchange rates continue or increase or if our hedging strategies become ineffective, the effect of changes in the foreign currency exchange rates could become material to revenue, operating expenses, and income.
Our ability to sell our software applications is highly dependent on the quality of our services offerings, and our failure to offer high quality support and professional services would have a material adverse effect on our sales of software applications and results of operations.
Our services include the assessment and design of solutions to meet our customers’ storage management requirements and the efficient installation and deployment of our software applications based on specified business objectives. Further, once our software applications are deployed, our customers depend on us to resolve issues relating to our software applications. A high level of service is critical for the successful marketing and sale of our software. If we or our partners do not effectively install or deploy our applications, or succeed in helping our customers quickly resolve post-deployment issues, it would adversely affect our ability to sell software products to existing customers and could harm our reputation with prospective customers. As a result, our failure to maintain high quality support and professional services would have a material adverse effect on our sales of software applications and results of operations.
A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.
Sales to U.S. and foreign federal, state, and local governmental agency end-customers have accounted for a portion of our revenue, and we may in the future increase sales to government entities. However, government entities have recently announced reductions in, or experienced increased pressure to reduce spending. In particular, such measures have adversely affected European public sector transactions, and the recent U.S. debt issues and budget concerns may adversely impact future U.S. public sector transactions. Such budgetary constraints or shifts in spending priorities of government entities may adversely affect sales of our products and services to such entities. In addition, sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that we will successfully sell our products to such governmental entity. Government entities may require contract terms that differ from our standard arrangements. Government contracts may require the maintenance of certain security clearances for facilities and employees which can entail administrative time and effort possibly resulting in additional costs and delays. In addition, government demand for our products may be more volatile as they are affected by public sector budgetary cycles, funding authorizations, and the potential for funding reductions or delays, making the time to close such transactions more difficult to predict. This risk is enhanced as the size of such sales to the government entities increases. If the use of our products expands to more sensitive, secure or mission critical uses by our government customers, we may be subject to increased scrutiny, potential reputational risk, or potential liability should our products fail to perform as expected or should we not comply with the terms of our government contracts or government contracting requirements.
Most of our sales to government entities have been made indirectly through providers that sell our products. Government entities may have contractual or other legal rights to terminate contracts with our providers for convenience or due to a default, and any such termination may adversely impact our future results of operations. Governments routinely audit and investigate government contractors, and we may be subject to such audits and investigations. If an audit or investigation uncovers improper or illegal activities, including any misuse of confidential or classified information by our employees, we may be subject to civil or criminal penalties and administrative sanctions.
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If we are unable to manage our growth, there could be a material adverse effect on our business, the quality of our products and services and our ability to retain key personnel.
We have experienced periods of growth in recent years. Our revenues increased 18% for fiscal 2014 compared to fiscal 2013 and also increased 22% for fiscal 2013 compared to fiscal 2012. The number of our customers increased significantly during these periods. Our growth has placed increased demands on our management and other resources and will continue to do so in the future. We may not be able to maintain or accelerate our current growth rate, manage our expanding operations effectively or achieve planned growth on a timely or profitable basis. Managing our growth effectively will involve, among other things:
• | continuing to retain, motivate and manage our existing employees and attract and integrate new employees; |
• | continuing to provide a high level of services to an increasing number of customers; |
• | maintaining the quality of product and services offerings while controlling our expenses; |
• | developing new sales channels that broaden the distribution of our software applications and services; and |
• | developing, implementing and improving our operational, financial, accounting and other internal systems and controls on a timely basis. |
If we are unable to manage our growth effectively, there could be a material adverse effect on our ability to maintain or increase revenues and profitability, the quality of our data and information management software, the
quality of our services offerings and our ability to retain key personnel. These factors could adversely affect our reputation in the market and our ability to generate future sales from new or existing customers.
We may be subject to information technology system failures, network disruptions and breaches in data security.
Information technology system failures, network disruptions and breaches of data security could disrupt our operations by causing delays or cancellation of customer orders, impeding the shipment of software products, negatively affecting our service offerings, preventing the processing of transactions and reporting of financial results. Information technology system failures, network disruptions and breaches of data security could also result in the unintentional disclosure of customer or our information as well as damage our reputation. While management has taken steps to address these concerns by implementing sophisticated network security, internal control measures and developed certain disaster recovery plans, there can be no assurance that a system failure, network disruption or data security breach will not have a material adverse effect on our financial condition and operating results.
Protection of our intellectual property is limited, and any misuse of our intellectual property by others could materially adversely affect our sales and results of operations.
Our success depends significantly upon proprietary technology in our software, documentation and other written materials. To protect our proprietary rights, we rely on a combination of:
• | patents; |
• | copyright and trademark laws; |
• | trade secrets; |
• | confidentiality procedures; and |
• | contractual provisions. |
These methods afford only limited protection. Despite this limited protection, any issued patent may not provide us with any competitive advantages or may be challenged by third parties, and the patents of others may seriously impede our ability to conduct our business. Further, our pending patent applications may not result in the issuance of patents, and any patents issued to us may not be timely or broad enough to protect our proprietary rights. We may also develop proprietary products or technologies that cannot be protected under patent law. We also seek to maintain certain intellectual property as trade secrets. The secrecy could be compromised by outside parties, or by our employees, which would cause us to lose the competitive advantage resulting from these trade secrets.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our software applications or to obtain and use information that we regard as proprietary. Policing unauthorized use of our software applications is difficult, and we expect software piracy to continue to be a persistent problem. In licensing our software applications, we typically rely on “shrink wrap” or “click wrap” licenses that are not signed by licensees. We may have difficulty enforcing these licenses in some jurisdictions. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Our attempts to protect our proprietary rights may not be adequate. Our competitors may independently develop similar technology, duplicate our software applications or design
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around patents issued to us or other intellectual property rights of ours. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management attention. In addition, from time to time we are participants or members of various industry standard-setting organizations or other industry technical organizations. Our participation or membership in such organizations may, in some circumstances, require us to enter into royalty or licensing agreements with third parties regarding our intellectual property under terms established by those organizations, which we may not find favorable. In addition, many of our agreements with our customers and partners require us to indemnify them for certain intellectual property infringement claims against them, which would increase our costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Furthermore, such customers and partners may discontinue the use of our products, services, and technologies, as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact our business.
Claims that we misuse the intellectual property of others could subject us to significant liability and disrupt our business, which could have a material adverse effect on our results of operations and financial condition.
Due to the nature of our business, we may become subject to material claims of infringement by competitors and other third parties with respect to current or future software applications, trademarks or other proprietary rights. We expect that software developers will increasingly be subject to infringement claims as the number of software applications and competitors in our industry segment grows and the functionality of software applications in different industry segments overlaps. Future litigation may also involve third parties such as individuals, non-practicing entities, patent holding companies, and/or patent assertion entities that have no relevant product offerings or revenue in the marketplace, and against whom our own patents may provide little or no deterrence or protection. Such parties may purchase or otherwise obtain intellectual property assets for the purpose of monetizing these assets; they often make broad and sweeping claims of infringement against product manufacturing companies such as CommVault and its customers, seeking a percentage of sales as license fees, seeking injunctions to pressure us into taking a license, or a combination thereof. Claims such as these have increased in recent years and may continue to do so. Any such claims, whether meritorious or not, could be time-consuming, result in costly litigation, cause shipment delays or require us to enter into royalty or licensing agreements with third parties, which may not be available on terms that we deem acceptable, if at all. In addition, we may decide to settle a claim or action against us, which settlement could be costly. We may also be liable for any past infringement. If there is an adverse ruling against us in an infringement lawsuit, an injunction could be issued barring production or sale of any infringing product. It could also result in a damage award equal to a reasonable royalty or lost profits or, if there is a finding of willful infringement, treble damages. Any of these claims could disrupt our business and have a material adverse effect on our results of operations and financial condition.
In addition, we license and use software from third parties in our business. These third-party software licenses may not continue to be available to us on acceptable terms or at all, and may expose us to additional liability. This liability, or our inability to use any of this third-party software, could result in shipment delays or other disruptions in our business that could materially and adversely affect our operating results.
Our use of “open source” software could negatively affect our business and subjects us to possible litigation.
Some of the products or technologies acquired, licensed or developed by us may incorporate so-called “open source” software, and we may incorporate open source software into other products in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses, including, for example, the GNU General Public License, the GNU Lesser General Public License, the Common Public License, “Apache-style” licenses, “Berkley Software Distribution or BSD-style” licenses and other open source licenses. We monitor our use of open source software to avoid subjecting our products to conditions we do not intend, but these efforts may not be successful. Although we believe that we have complied with our obligations under the various applicable licenses for open source software that we use, there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses, and therefore the potential impact of these terms on our business is somewhat unknown and may result in unanticipated obligations regarding our products and technologies. The use of such open source software may ultimately subject some of our products to unintended conditions, which may negatively affect our business, financial condition, operating results, cash flow and ability to commercialize our products or technologies.
Some of these open source licenses may subject us to certain conditions, including requirements that we offer our products that use the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and/or that we license such modifications or derivative works under the terms of the particular open source license. If an author or other third-party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations. If our defenses were not successful, we could be enjoined from the distribution of our products that contained the open source software and required to make the source code for
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the open source software available to others, to grant third parties certain rights of further use of our software or to remove the open source software from our products, which could disrupt the distribution and sale of some of our products. In addition, if we combine our proprietary software with open source software in a certain manner, under some open source licenses we could be required to release the source code of our proprietary software. If an author or other third-party that distributes open source software were to obtain a judgment against us based on allegations that we had not complied with the terms of any such open source licenses, we could also be subject to liability for copyright infringement damages and breach of contract for our past distribution of such open source software.
Our effective tax rate is difficult to project, and changes in such tax rate or adverse results of tax examinations could adversely affect our operating results.
We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our results of operations would be adversely affected to the extent that our geographical mix of income becomes more weighted toward jurisdictions with higher tax rates and would be favorably affected to the extent the relative geographic mix shifts to lower tax jurisdictions. Any change in our mix of earnings is dependent upon many factors and is therefore difficult to predict.
The process of determining our anticipated tax liabilities involves many calculations and estimates that are inherently complex and make the ultimate tax obligation determination uncertain. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate prior to the completion and filing of tax returns for such periods. These estimates involve complex issues, require extended periods of time to resolve, and require us to make judgments, such as anticipating the outcomes of audits with tax authorities and the positions that we will take on tax returns prior to our actually preparing the returns.
Furthermore, our overall effective income tax rate and tax expenses may be affected by various factors in our business, including changes in our legal structure, changes in the geographic mix of income and expenses, changes in tax laws and applicable accounting pronouncements and variations in the estimated and actual level of annual profits before income tax. For example, our effective tax rate has benefited from an existing U.S. research and development tax credit. If this tax credit is not renewed, we would expect our effective tax rate to increase.
We also determine the need to record deferred tax liabilities and the recoverability of deferred tax assets. A valuation allowance is established to the extent recovery of deferred tax assets is not likely based on our estimation of future taxable income and other factors in each jurisdiction. As of March 31, 2014, we had net deferred tax assets of approximately $46.7 million, which were primarily related to federal and state research tax credit carryforwards, stock-based compensation and deferred revenue. Consequently, our cash tax rate will be lower than our effective tax rate though fiscal 2015 and into fiscal 2016. However, we expect our cash taxes to continue to increase as our cash tax rate approaches our effective tax rate.
Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
Our cash and cash equivalents are highly liquid investments with original maturities of three months or less at the time of purchase. We maintain the cash and cash equivalents with major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits or similar limits in foreign jurisdictions. While we monitor daily the cash balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets.
We cannot predict our future capital needs and we may be unable to obtain financing, which could have a material adverse effect on our business, results of operations and financial condition.
We may need to raise additional funds in the future in order to acquire complementary businesses, technologies, products or services. Any required financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities, you may experience significant dilution of your ownership interest, and the newly-issued securities may have rights senior to those of the holders of our common stock. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund additional interest expense. If additional financing is not available when required or is not available on acceptable terms, we may be unable to successfully develop or enhance our software and services through acquisitions in order to take advantage of business opportunities or respond to competitive pressures, which could have a material adverse effect on our software and services offerings, revenues, results of operations and financial condition.
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We may become involved in litigation that may have a material adverse effect on our business.
From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, there can be no assurance that the results of any of these actions will not have a material adverse effect on our business, results of operations or financial condition.
We are subject to the risks of owning real property.
During fiscal 2013, we closed on a purchase of land located in Tinton Falls, New Jersey for our future corporate campus headquarters to support the long-term growth of our business. We have limited experience in the ownership and management of real property. In addition, we are subject to the risks of owning real property including the possible need for structural improvements in order to comply with zoning and other legal or regulatory requirements. Furthermore, we are subject to adverse changes in the value of this property due to interest rate changes, changes in the market in which the property is located or other factors. Our estimate of the cost for the planned construction of the campus headquarters may increase due to factors outside of our control and could increase the amount of cash committed to this project. Also, if we decide to sell our real property in the future and are not able to recover all capitalized costs, it could have a material adverse effect on our financial condition and operating results.
Many of our key financial systems used for internal purposes are cloud based solutions provided by third parties.
Our new enterprise resource planning system as well as certain other stand-alone internal financial systems are cloud based solutions provided by third parties. The use of cloud based systems provided by third parties exposes us to certain risks of those third parties. If a disruption of services by these third party cloud financial system providers were to occur it could have a material adverse effect on our financial position, results of operations and cash flows.
Risks Relating to Ownership of Our Common Stock
The price of our common stock may be highly volatile and may decline regardless of our operating performance.
The market price of our common stock could be subject to significant fluctuations in response to:
• | variations in our quarterly or annual operating results; |
• | changes in financial estimates, treatment of our tax assets or liabilities or investment recommendations by securities analysts following our business or our competitors; |
• | the public’s response to our press releases, rumors, our other public announcements and our filings with the SEC; |
• | changes in accounting standards, policies, guidance or interpretations or principles; |
• | sales of common stock by our directors, officers and significant stockholders; |
• | announcements of technological innovations or enhanced or new products by us or our competitors; |
• | our failure to achieve operating results consistent with securities analysts’ projections; |
• | the operating and stock price performance of other companies that investors may deem comparable to us; |
• | broad market and industry factors; and |
• | other events or factors, including those resulting from war, incidents of terrorism or responses to such events. |
The market prices of software companies have been extremely volatile. Stock prices of many software companies have often fluctuated in a manner unrelated or disproportionate to the operating performance of such companies. In the past, following periods of market volatility, stockholders have often instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business.
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Future sales of our common stock, or the perception that such future sales may occur, may cause our stock price to decline and impair our ability to obtain capital through future stock offerings.
A substantial number of shares of our common stock are available for sale into the public market. The occurrence of such sales, or the perception that such sales could occur, could materially and adversely affect our stock price and could impair our ability to obtain capital through an offering of equity securities.
Certain provisions in our charter documents and agreements and Delaware law, as well as our stockholder rights plan, may inhibit potential acquisition bids for CommVault and prevent changes in our management.
Our certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay or prevent a change of control of our company or changes in management that our stockholders might deem advantageous. Specific provisions in our certificate of incorporation include:
• | our ability to issue preferred stock with terms that the Board of Directors may determine, without stockholder approval; |
• | a classified board in which only a third of the total board members will be elected at each annual stockholder meeting; |
• | advance notice requirements for stockholder proposals and nominations; and |
• | limitations on convening stockholder meetings. |
In addition to the provision described above, on November 13, 2008, our Board of Directors adopted a stockholders rights plan and declared a dividend distribution of one Right for each outstanding share of our common stock to shareholders of record on November 24, 2008. Each Right, when exercisable, entitles the registered holder to purchase from us one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, at a purchase price of $80 per one one-thousandth of a share, subject to adjustment. The Rights may discourage a third-party from making an unsolicited proposal to acquire us, as exercise of the Rights would cause substantial dilution to such third-party attempting to acquire us.
As a result of the provisions in our certificate of incorporation and our stockholder rights plan, the price investors may be willing to pay in the future for shares of our common stock may be limited.
Also, we are subject to Section 203 of the Delaware General Corporation Law, which imposes certain restrictions on mergers and other business combinations between us and any holder of 15% or more of our common stock. Further, certain of our employment agreements and incentive plans provide for vesting of stock options and/or payments to be made to the employees thereunder if their employment is terminated in connection with a change of control, which could discourage, delay or prevent a merger or acquisition at a premium price.
We do not expect to pay any dividends in the foreseeable future.
We do not anticipate paying any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.
Although we believe we currently have adequate internal control over financial reporting, we are required to assess our internal control over financial reporting on an annual basis, and any future adverse results from such assessment could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), and the rules and regulations promulgated by the SEC to implement SOX 404, we are required to furnish a report in our Form 10-K regarding the effectiveness of our internal control over financial reporting. The report’s assessment of our internal control over financial reporting as of the end of our fiscal year must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. Management’s assessment of internal control over financial reporting requires management to make subjective judgments and some of our judgments will be in areas that may be open to interpretation.
Although we currently believe our internal control over financial reporting is effective, the effectiveness of our internal controls in future periods is subject to the risk that our controls may become inadequate or may not operate effectively. In future years, if we fail to timely complete this assessment, or if our auditors cannot timely attest, there may be a loss of public confidence in our internal controls, the market price of our stock could decline and we could be subject to regulatory sanctions or investigations by the NASDAQ Stock Market, the Securities and Exchange Commission or other regulatory authorities, which would require additional financial and management resources. In addition, any failure to implement required
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new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely meet our regulatory reporting obligations.
During the past few years, our organizational structure has increased in complexity due to compliance with tax regulations and tax accounting requirements and other regulatory and compliance requirements, including compliance with anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the UK Bribery Act of 2010 (the “UK Bribery Act”). Further, we have expanded our presence in the Asia-Pacific region, where business practices can differ from those in other regions of the world and can create internal control risks. We provide business practices training to our employees worldwide. Overall, the combination of increased structural complexity and the ever-increasing regulatory complexity make it more critical for us to attract and retain qualified and technically competent employees.
Item 1B. | Unresolved Staff Comments |
None.
Item 2. | Properties |
Our principal administrative, sales, marketing, customer support and research and development facility is located at our headquarters in Oceanport, New Jersey. We currently occupy approximately 182,000 square feet of office space in the Oceanport facility under the terms of an operating lease expiring in July 2015.
On January 29, 2013, we closed on a purchase of land located in Tinton Falls, New Jersey for our future corporate campus headquarters to support the long-term growth of our business. We are in the process of completing the design and construction of the headquarters, which we expect to finalize in the next 12 months. Our estimate of the build-out, including the land purchase, building and campus infrastructure, is approximately $135 million.
In addition, we have offices in the United States in Arizona, California, Colorado, Florida, Georgia, Illinois, Kansas, Massachusetts, Minnesota, New York, North Carolina, Ohio, Oregon, Tennessee, Texas, Virginia and Washington; and outside the United States in Kanata, Ontario; Toronto, Ontario; Calgary, Alberta; Montreal, Quebec; Vancouver, British Columbia; Reading, United Kingdom; Oberhausen, Germany; Utrecht, Netherlands; Milan, Italy; Stockholm, Sweden, Zurich, Switzerland; Istanbul, Turkey; Paris, France; Madrid, Spain; Dubai, United Arab Emirates; Moscow, Russia; Johannesburg, South Africa; Riyadh, Saudi Arabia; Tel Aviv, Israel; Beijing, China; Shanghai, China; Guangzhou, China; Chengdu, China; Hong Kong; Sydney, Australia; Melbourne, Australia; Canberra, Australia; Auckland, New Zealand; Tokyo, Japan; Singapore; Mexico City, Mexico; Kuala Lumpar, Malaysia; Bangkok, Thailand; Sao Paulo, Brazil; Seoul, South Korea; Mumbai, India; New Delhi, India; Bangalore, India; and Hyderabad, India.
Item 3. | Legal Proceedings |
From time to time, we are subject to claims in legal proceedings arising in the normal course of our business. We do not believe that we are currently party to any pending legal action that could reasonably be expected to have a material adverse effect on our business or operating results.
Item 4. | Mine Safety Disclosures |
Not Applicable
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PART II
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market for our Common Stock
Our common stock is listed and traded on The NASDAQ Global Market under the symbol “CVLT.” The following table sets forth, for the periods indicated, the high and the low closing sales prices of our common stock, as reported on The NASDAQ Global Market.
Common Stock | ||||||||||||||||
2014 | 2013 | |||||||||||||||
High | Low | High | Low | |||||||||||||
First Quarter | $ | 80.78 | $ | 67.09 | $ | 54.43 | $ | 43.70 | ||||||||
Second Quarter | $ | 88.95 | $ | 75.52 | $ | 59.31 | $ | 39.20 | ||||||||
Third Quarter | $ | 89.45 | $ | 67.17 | $ | 72.42 | $ | 53.41 | ||||||||
Fourth Quarter | $ | 76.10 | $ | 61.92 | $ | 84.20 | $ | 67.51 | ||||||||
On April 25, 2014, the last reported sale price of our common stock as reported on The NASDAQ Global Market was $47.56 per share.
Stockholders
As of April 25, 2014, there were approximately 59 holders of our common stock. The number of record holders does not represent the actual number of beneficial owners of shares of our common stock because shares are frequently held in street name by securities dealers and others for the benefit of individual owners who have the right to vote their shares.
Dividend Policy
We have never paid cash dividends on our common stock, and we intend to retain our future earnings, if any, to fund the growth of our business. We therefore do not anticipate paying any cash dividends on our common stock in the foreseeable future. Our future decisions concerning the payment of dividends on our common stock will depend upon our results of operations, financial condition and capital expenditure plans, as well as any other factors that the Board of Directors, in its sole discretion, may consider relevant.
Stock Performance Graph
The graph set forth below compares the cumulative total stockholder return on our common stock between March 31, 2009 and March 31, 2014, with the cumulative total return of (i) The NASDAQ Computer Index and (ii) The NASDAQ Composite Index, over the same period. This graph assumes the investment of $100,000 on March 31, 2009 in our common stock, The NASDAQ Composite Index and The NASDAQ Computer Index, and assumes the reinvestment of dividends, if any. The graph assumes the initial value of our common stock on March 31, 2009 was the closing sales price of $10.97 per share.
The comparisons shown in the graph below are based upon historical data. The stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the future performance of our common stock. Information used in the graph was obtained from NASDAQ, a source we believe to be reliable, but we are not responsible for any errors or omissions in such information.
The performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of CommVault under the Securities Act or the Exchange Act.
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3/31/2009 | 3/31/2010 | 3/31/2011 | 3/30/2012 | 3/28/2013 | 3/31/2014 | |||||||
CommVault | 100.0 | 194.6 | 363.5 | 452.5 | 747.3 | 592.1 | ||||||
NASDAQ Composite Index | 100.0 | 156.9 | 181.9 | 202.2 | 213.8 | 274.7 | ||||||
NASDAQ Computer Index | 100.0 | 167.1 | 199.2 | 237.7 | 221.2 | 289.7 | ||||||
Issuer Purchases of Equity Securities
During the fourth quarter of fiscal 2014, we repurchased $50.0 million of common stock (775,000 shares) under our share repurchase program bringing the cumulative repurchases under our current program to $167.2 million.
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A summary of our repurchases of common stock during the fourth quarter of fiscal 2014 is as follows:
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) | ||||||||||
January 01, 2014 - January 31, 2014 | 63,300 | $ | 64.82 | 63,300 | $ | 145,896,894 | ||||||||
February 01, 2014 - February 28, 2014 | 676,700 | $ | 64.49 | 676,700 | $ | 102,256,511 | ||||||||
March 01, 2014 - March 31, 2014 | 34,700 | $ | 64.96 | 34,700 | $ | 100,002,399 | ||||||||
774,700 | $ | 64.54 | ||||||||||||
(1) | On April 24, 2014, our Board of Directors authorized a $50.0 million increase to the existing stock repurchase program which expires on March 31, 2015. After these fourth quarter repurchases and the increase to the plan by the Board of Directors, $150.0 million remains under our current stock repurchase authorization. |
Item 6. | Selected Financial Data |
The following selected financial data should be read in conjunction with our financial statements and related notes, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K. The selected statements of operations and the selected balance sheet data are derived from our audited financial statements. The historical results presented below are not necessarily indicative of the results to be expected in any future period.
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Year Ended March 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||
Statement of Operations Data: | ||||||||||||||||||||
Revenues: | ||||||||||||||||||||
Software | $ | 294,411 | $ | 251,508 | $ | 201,800 | $ | 149,798 | $ | 134,500 | ||||||||||
Services | 291,929 | 244,342 | 204,839 | 164,978 | 136,525 | |||||||||||||||
Total revenues | 586,340 | 495,850 | 406,639 | 314,776 | 271,025 | |||||||||||||||
Cost of revenues: | ||||||||||||||||||||
Software | 2,588 | 2,863 | 2,747 | 2,369 | 3,017 | |||||||||||||||
Services | 71,713 | 62,089 | 50,660 | 38,646 | 32,628 | |||||||||||||||
Total cost of revenues | 74,301 | 64,952 | 53,407 | 41,015 | 35,645 | |||||||||||||||
Gross margin | 512,039 | 430,898 | 353,232 | 273,761 | 235,380 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||
Sales and marketing | 283,304 | 247,696 | 219,025 | 163,054 | 136,773 | |||||||||||||||
Research and development | 55,134 | 47,356 | 39,936 | 36,954 | 33,421 | |||||||||||||||
General and administrative | 67,106 | 50,119 | 40,619 | 34,207 | 29,823 | |||||||||||||||
Depreciation and amortization | 6,075 | 4,832 | 4,353 | 3,775 | 3,514 | |||||||||||||||
Total operating expenses | 411,619 | 350,003 | 303,933 | 237,990 | 203,531 | |||||||||||||||
Income from operations | 100,420 | 80,895 | 49,299 | 35,771 | 31,849 | |||||||||||||||
Interest expense | — | — | (57 | ) | (106 | ) | (106 | ) | ||||||||||||
Interest income | 890 | 1,059 | 750 | 650 | 384 | |||||||||||||||
Income before income taxes | 101,310 | 81,954 | 49,992 | 36,315 | 32,127 | |||||||||||||||
Income tax expense | 37,246 | 28,745 | 18,052 | 15,311 | 13,722 | |||||||||||||||
Net income | $ | 64,064 | $ | 53,209 | $ | 31,940 | $ | 21,004 | $ | 18,405 | ||||||||||
Net income per common share: | ||||||||||||||||||||
Basic | $ | 1.36 | $ | 1.17 | $ | 0.72 | $ | 0.49 | $ | 0.44 | ||||||||||
Diluted | $ | 1.29 | $ | 1.10 | $ | 0.68 | $ | 0.45 | $ | 0.41 | ||||||||||
Weighted average shares used in computing per share amounts: | ||||||||||||||||||||
Basic | 46,976 | 45,463 | 44,089 | 43,283 | 42,133 | |||||||||||||||
Diluted | 49,642 | 48,330 | 47,201 | 46,301 | 45,022 | |||||||||||||||
As of March 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Cash and cash equivalents | $ | 457,733 | $ | 433,964 | $ | 297,088 | $ | 217,170 | $ | 169,518 | ||||||||||
Short-term investments | 24,976 | 1,948 | 3,146 | 1,150 | 5,043 | |||||||||||||||
Working capital | 387,004 | 343,094 | 222,301 | 179,380 | 143,185 | |||||||||||||||
Total assets | 755,384 | 604,854 | 432,688 | 342,499 | 286,015 | |||||||||||||||
Deferred revenue | 209,575 | 184,270 | 147,373 | 112,912 | 92,252 | |||||||||||||||
Total stockholders’ equity | 462,578 | 354,017 | 229,984 | 188,130 | 158,300 | |||||||||||||||
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
You should read the following discussion and analysis along with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Overview
We are a leading provider of data and information management software applications and related services in terms of product breadth and functionality and market penetration. We develop, market and sell a unified suite of data and information management software applications under the Simpana® brand. Simpana software is built from the ground up on a single platform and unified code base for integrated data and information management. The Simpana platform contains licensable modules that work together seamlessly, sharing a single code and common function set to deliver Backup and Recovery, Archive, Replication, eDiscovery and Analytic capabilities across physical, virtual and cloud environments. With a single platform approach, Simpana software is specifically designed to protect, manage and access data throughout its lifecycle in less time, at lower cost and with fewer resources than alternative solutions. Our product features and capabilities enable our customers to deploy solutions for data protection, business continuance, corporate compliance and centralized management and reporting. We also provide our customers with a broad range of professional services that are delivered by our worldwide support and field operations. As of March 31, 2014 we had licensed our software applications to approximately 20,000 registered customers.
History and Background
In early 2000, we launched CommVault Galaxy for backup and recovery, a storage industry award winner. In the years since, CommVault has forged numerous alliances with top software application and hardware vendors, such as Dell, HP, Hitachi Data Systems, Microsoft, Network Appliance, Fujitsu, Novell and Oracle, to enhance capabilities and to create a premiere suite of data and information management solutions. In 2002, we launched our single-platform technology that provides the foundation of our information management approach to storing, managing, and accessing data.
Our Simpana software suite is one product that contains the following licensable modules, all built on a single unified code base and platform to protect, manage and access data and information: Backup and Recovery, Archive, Replication, eDiscovery, and Analytics. In addition to Backup and Recovery, the subsequent release of our other software application modules has substantially increased our addressable market. Each application module can be used individually or in combination with other application modules from our single platform suite.
In August 2010, our CommVault Simpana 9.0 software suite (“Simpana 9”) was made available for public release. We believe that Simpana 9, which built on and significantly expanded Simpana 8, allows customers to deploy a modern data management solution to achieve gains in efficiency, cost optimization and scale. We believe that Simpana 9 solves real-world IT challenges with major technology advancements, including increased virtualization scalability and performance, integrated source and target data deduplication, automatic and transparent integration with hardware array-based snapshots, as well as new tools that ease migration to our next generation Simpana 9 platform.
In January 2012, we released enhancements to our existing Simpana 9 software suite. These enhancements included new capabilities that converges backup, archive and reporting processes; additional SnapProtect technology that delivers hardware snapshot integration; enhancements to virtual server protection; new innovations to protect data on laptops and desktops with embedded source deduplication for optimized efficiency; and new integration with Microsoft SharePoint.
In February 2013, our CommVault Simpana 10.0 software suite (“Simpana 10”) was made available for public release. We believe Simpana 10 extends our data protection and archiving leadership to deliver secure, self-service access from mobile devices, speed the adoption of cloud computing and extract value from Big Data. Simpana 10 includes major technology advancements such as Enhanced IntelliSnap™ snapshot management; Simpana OnePass™ with Exchange; tighter integration with Microsoft Hyper-V, VMware vSphere 5.1 and vCloud Director 5.1; workflow automation; fourth-generation parallel deduplication; and customizable web-based reporting, dashboards and cloud-based analytics. Our Simpana 10 architecture efficiently stores all protected data in a virtual repository, called ContentStore, and opens access to simplify the way end users search, analyze and repurpose data across an enterprise.
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Our software licenses typically provide for a perpetual right to use our software and are sold on a capacity basis, on a per-copy basis or as site licenses. During the fiscal year ended March 31, 2014, approximately 80% of software license revenue was sold on a capacity basis. Capacity based software licenses provide our customers with unlimited licenses of specified software products based on a defined level of terabytes of data under management. As a result, when we sell our platform through a capacity license, many of the various Simpana functionalities are bundled into one capacity based price. We anticipate that capacity based licenses will continue to account for the majority of our software license revenue for the foreseeable future.
Historically, an insignificant amount of our revenue has been sold under subscription, or term based, license arrangements. In these arrangements the customer has the right to use the software on either a capacity basis or per-copy basis over a designated period of time. Revenue in these arrangements is recognized ratably over the term of the agreement. Over the next several years we expect revenue from these types of arrangements to become a more significant portion of our total revenue.
The industry in which we currently operate continues to go through accelerating changes as the result of compounding data growth and the introduction of new technologies. We are continuing to pursue an aggressive product development program in both data and information management solutions. Our data management solutions include not only traditional backup, but also new innovations in de-duplication, data movement, virtualization, snap-based backups and enterprise reporting. Our information management innovations are primarily in the areas of archiving, eDiscovery, records management, governance, operational reporting and compliance. We remain focused on both the data and information management trends in the marketplace and, in fact, a material portion of our existing research and development expenses are utilized toward the development of such new technologies discussed above. While we are confident in our ability to meet these changing industry demands with our Simpana suite and potential future releases, the development, release and timing of any features or functionality remain at our sole discretion and our solutions or other technologies may not be widely adopted.
The rapid growth of data, and the need to securely protect, manage and access this data is driving substantial opportunities for managed service providers (MSPs) to help organizations deploy and manage solutions that deliver data management capabilities. The result is reduced long-term management costs with increased offerings to customers, which we believe represents a long-term industry trend in the way that services are offered.
Given the nature of the industry in which we operate, our software applications are subject to obsolescence. As noted above, we continually develop and introduce updates to our existing software applications in order to keep pace with evolving industry technologies. In addition, we must address evolving industry standards, changing customer requirements and competitive software applications that may render our existing software applications obsolete. For each of our software applications, we provide full support for the current generally available release and one prior release. When we declare a product release obsolete, a customer notice is delivered twelve months prior to the effective date of obsolescence announcing continuation of full product support for the first six months. We provide an additional six months of extended assistance support in which we only provide existing workarounds or fixes that do not require additional development activity. We do not have existing plans to make any of our software products permanently obsolete.
Sources of Revenues
We derive a significant portion of our total revenues from sales of licenses of our software applications. We do not customize our software for a specific end-user customer. We sell our software applications to end-user customers both directly through our sales force and indirectly through our global network of value-added reseller partners, systems integrators, corporate resellers and original equipment manufacturers. Our software revenue was 50% of our total revenues for fiscal 2014, 51% for fiscal 2013 and 50% for fiscal 2012.
In recent fiscal years, we have generated approximately two-thirds of our software revenue from our existing customer base and approximately one-third of our software revenue from new customers. In addition, our total software revenue in any particular period is, to a certain extent, dependent upon our ability to generate revenues from large customer software deals, which we refer to as enterprise software transactions. We expect the number of enterprise software transactions (transactions greater than $0.1 million) and resulting software revenue to increase throughout fiscal 2015, although the size and timing of any particular software transaction is more difficult to forecast. Such software transactions represented approximately 57% of our software revenue in both fiscal 2014 and fiscal 2013 and approximately 52% of our software revenue in fiscal 2012.
Software revenue generated through indirect distribution channels was 87% of total software revenue in fiscal 2014, 89% in fiscal 2013 and 84% in fiscal 2012. Software revenue generated through direct distribution channels was 13% of total software revenue in fiscal 2014, 11% in fiscal 2013 and 16% in fiscal 2012. The dollar value of software revenue generated through indirect distribution channels increased approximately $33.2 million, or 15%, in fiscal 2014 compared to fiscal 2013. The dollar value of software revenue generated through direct distribution increased $9.7 million, or 34%, in fiscal 2014
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compared to fiscal 2013. The increase in the dollar value of software revenue growth generated through our indirect distribution channels compared to our direct sales force in fiscal 2014 is primarily the result of an increase in software revenue from our international operations, which is almost exclusively transacted through indirect distribution. The increase in the dollar value of the software revenue generated through our direct sales channel is due to a higher value of direct enterprise transactions in the United States in fiscal 2014 compared to fiscal 2013. Deals initiated by our direct sales force are sometimes transacted through indirect channels based on end-user customer requirements, which are not always in our control and can cause this overall percentage split to vary from fiscal year to fiscal year. As such, there may be fluctuations in the dollars and percentage of software revenue generated through our direct distribution channels from time to time. We believe that the growth of our software revenue, derived from both our indirect channel partners and direct sales force, are key attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term. The failure of our indirect distribution channels or our direct sales force to effectively sell our software applications could have a material adverse effect on our revenues and results of operations.
We currently have a worldwide reseller agreement with Dell. Our reseller agreement with Dell provides them the right to market, resell and distribute certain of our products to end user customers. Historically, we also had an original equipment manufacturer agreement with Dell, which was terminated in December of 2013. We believe the termination of this agreement will not have a material effect on our business.
Sales through both of our agreements with Dell accounted for 15% of our total revenues for fiscal 2014 and 20% of our total revenues for fiscal 2013. We expect revenue transacted through Dell as a percentage of our total revenue to continue to decline as we transition our Dell related end-user customers to alternative distribution channels.
We have a global original equipment manufacturer agreement with NetApp under which NetApp will integrate elements of our Simpana software suite with NetApp SnapShot™ and replication technology, under the NetApp SnapProtect ® brand. We also have an original equipment manufacturer agreement with Hitachi Data Systems for them to market, sell and support our software applications and services on a stand-alone basis and/or incorporate our software applications into their own hardware products. Hitachi Data Systems and NetApp have no obligation to recommend or offer our software applications exclusively or at all, and they have no minimum sales requirements and can terminate our relationship at any time. Sales through our original equipment manufacturer agreements, including the terminated Dell original equipment agreement, accounted for 13% of our total revenues for fiscal 2014 and 15% of our total revenues for fiscal 2013.
We also have non-exclusive distribution agreements covering our North American commercial markets and our U.S. Federal Government market with Arrow Enterprise Computing Solutions, Inc. (“Arrow”), a subsidiary of Arrow Electronics, Inc., and Avnet Technology Solutions (“Avnet”), a subsidiary of Avnet, Inc. Pursuant to these distribution agreements, these distributors’ primary role is to enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and leveraging their own industry experience. We generated approximately 31% of our total revenues through Arrow in fiscal 2014, approximately 29% of our total revenues in fiscal 2013 and approximately 26% of our total revenues in fiscal 2012. If Arrow or Avnet were to discontinue or reduce the sales of our products or if our agreement with Arrow or Avnet was terminated, and if we were unable to take back the management of our reseller channel or find another North American distributor to replace Arrow or Avnet, then it could have a material adverse effect on our future business.
We derive approximately half of our total revenues from services revenue. Our services revenue is made up of fees from the delivery of customer support and other professional services, which are typically sold in connection with the sale of our software applications. Customer support agreements provide technical support and unspecified software updates on a when-and-if-available basis for an annual fee based on licenses purchased and the level of service subscribed. Other professional services include consulting, assessment and design services, implementation and post-deployment services and training, all of which to date have predominantly been sold in connection with the sale of software applications. Our services revenue was 50% of our total revenues for fiscal 2014, 49% for fiscal 2013 and 50% for fiscal 2012.
The gross margin of our services revenue was 75.4% for fiscal 2014, 74.6% for fiscal 2013 and 75.3% for fiscal 2012. Overall, our services revenue has lower gross margins than our software revenue. The gross margin of our software revenue was 99.1% for fiscal 2014, 98.9% for fiscal 2013 and 98.6% for fiscal 2012. An increase in the percentage of total revenues represented by services revenue may adversely affect our overall gross margins.
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Description of Costs and Expenses
Our cost of revenues is as follows:
• | 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. |
Our operating expenses are as follows
• | 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. |
We anticipate that each of the above categories of operating expenses will increase in dollar amounts, but will decline as a percentage of total revenues in the long-term.
Foreign Currency Exchange Rates’ Impact on Results of Operations
Sales outside the United States were approximately 43% of our total revenue for fiscal 2014, 42% for fiscal 2013 and 39% for fiscal 2012. The income statements of our non-U.S. operations are translated into U.S. dollars at the average exchange rates for each applicable month in a period. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions generally results in increased revenue, operating expenses and income from operations for our non-U.S. operations. Similarly, our revenue, operating expenses and net income will generally decrease for our non-U.S. operations if the U.S. dollar strengthens against foreign currencies.
Using the average foreign currency exchange rates from the corresponding fiscal 2013 period, our total revenues, cost of revenues and operating expenses from non-U.S. operations for fiscal 2014 would have been higher by approximately $1.3 million, $0.4 million and $1.8 million, respectively.
Using the average foreign currency exchange rates from the corresponding fiscal 2012 period, our total revenues, cost of revenues and operating expenses from non-U.S. operations for fiscal 2013 would have been higher by approximately $5.1 million, $0.6 million and $3.2 million, respectively.
In addition, we are exposed to risks of foreign currency fluctuation primarily from cash balances, accounts receivables and intercompany accounts denominated in foreign currencies and are subject to the resulting transaction gains and losses, which are recorded as a component of general and administrative expenses. We recognized net foreign currency transaction gains of $0.3 million in fiscal 2014, and net foreign currency transaction losses of $0.3 million, and $0.2 million in fiscal 2014, fiscal 2013 and fiscal 2012, respectively.
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Critical Accounting Policies
In presenting our consolidated financial statements in conformity with U.S. generally accepted accounting principles, we are required to make estimates and judgments that affect the amounts reported therein. Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates on historical experience and on various other assumptions that we believe to be reasonable and appropriate. Actual results may differ significantly from these estimates. The following is a description of our accounting policies that we believe require subjective and complex judgments, which could potentially have a material effect on our reported financial condition or results of operations.
Revenue Recognition
Our revenue recognition policy is based on complex rules that require us to make significant judgments and estimates. In applying our revenue recognition policy, we must determine which portions of our revenue are recognized currently (generally software revenue) and which portions must be deferred and recognized in future periods (generally services revenue). We analyze various factors including, but not limited to, the sales of undelivered services when sold on a stand-alone basis, our pricing policies, the credit-worthiness of our customers and resellers, accounts receivable aging data and contractual terms and conditions in helping us to make such judgments about revenue recognition. Changes in judgment on any of these factors could materially impact the timing and amount of revenue recognized in a given period.
Currently, we derive revenues from two primary sources: software licenses and services. Services include customer support, consulting, assessment and design services, installation services and training. A typical sales arrangement includes both of these sources.
For sales arrangements involving multiple elements, we recognize revenue using the residual method. Under the residual method, we allocate and defer revenue for the undelivered elements based on fair value and recognize the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. The determination of fair value of the undelivered elements in multiple-element arrangements is based on the price charged when such elements are sold separately, which is commonly referred to as vendor-specific objective evidence (“VSOE”).
Our software licenses typically provide for a perpetual right to use our software and are sold on a per-copy basis, on a capacity basis or as site licenses. Software licenses sold on a capacity basis provide the customer with unlimited licenses of specified software products based on a defined level of terabytes of data under management. Site licenses give the customer the additional right to deploy the software on a limited basis during a specified term. We recognize software revenue through direct sales channels upon receipt of a purchase order or other persuasive evidence and when the other three basic revenue recognition criteria are met as described in the revenue recognition section in Note 2 of our “Notes to Consolidated Financial Statements.” We recognize software revenue through all indirect sales channels on a sell-through model. A sell-through model requires that we recognize revenue when the basic revenue recognition criteria are met and these channels complete the sale of our software products to the end-user. Revenue from software licenses sold through an original equipment manufacturer partner is recognized upon the receipt of a royalty report or purchase order from that original equipment manufacturer partner.
Services revenue includes revenue from customer support and other professional services. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year. To determine the price for the customer support element when sold separately, we primarily use historical renewal rates. Historical renewal rates are supported by a rolling 12-month VSOE analysis in which we segregate our customer support renewal contracts into different classes based on specific criteria including, but not limited to, dollar amount of software purchased, level of customer support being provided and distribution channel. The purpose of such an analysis is to determine if the customer support element that is deferred at the time of a software sale is consistent with how it is sold on a stand-alone renewal basis.
Our other professional services include consulting; implementation and post deployment services; and education services. Other professional services provided by us are not mandatory and can also be performed by the customer or a third-party. In addition to a signed purchase order, our consulting, assessment and design services and installation services are, in some cases, evidenced by a Statement of Work, which defines the specific scope of the services to be performed when sold and performed on a stand-alone basis or included in multiple-element sales arrangements. Revenues from consulting, assessment and design services and installation services are based upon a daily, weekly or monthly rate and are recognized when the services are completed. Training includes courses taught by our instructors or third-party contractors either at one of our facilities or at the customer’s site. Training fees are recognized as revenue after the training course has been provided. Based on our analysis of such other professional services transactions sold on a stand-alone basis, we have concluded we have established VSOE for such other professional services when sold in connection with a multiple-element sales arrangement.
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In summary, we have analyzed all of the undelivered elements included in our multiple-element sales arrangements and determined that we have VSOE of fair value to allocate revenues to services. Our analysis of the undelivered elements has provided us with results that are consistent with the estimates and assumptions used to determine the timing and amount of revenue recognized in our multiple-element sales arrangements. Accordingly, assuming all basic revenue recognition criteria are met, software revenue is recognized upon delivery of the software license using the residual method. We are not likely to materially change our pricing and discounting practices in the future.
Our sales arrangements generally do not include acceptance clauses. However, if an arrangement does include an acceptance clause, we defer the revenue for such an arrangement and recognize it upon acceptance. Acceptance occurs upon the earliest of receipt of a written customer acceptance, waiver of customer acceptance or expiration of the acceptance period.
Stock-Based Compensation
As of March 31, 2014, we maintain two stock incentive plans, which are described more fully in Note 7 of our “Notes to Consolidated Financial Statements.” We account for our stock incentive plans based on the grant date fair value recognition provisions in accordance with ASC 718. We estimated the fair value of stock options granted using the Black-Scholes formula. The fair value of restricted stock units awarded is determined based on the number of shares granted and the closing price of our common stock on the date of grant. Compensation for all share-based payment awards is recognized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Forfeitures are estimated based on a historical analysis of our actual stock award forfeitures. We anticipate that future grants under our stock incentive plans will include both non-qualified stock options and restricted stock units.
The average expected life for fiscal 2012 was determined according to the “simplified” method, which is the mid-point between the vesting date and the end of the contractual term. During fiscal 2013, we began incorporating our historical data into the expected term calculation for stock options granted. Starting in fiscal 2013, we were able to demonstrate significant stock option exercise activity for options granted subsequent to our initial public offering to provide a reasonable basis for incorporating historical data into our expected term of future stock option grants. As a result, for the fiscal year ended March 31, 2013, and 2014 our calculation of expected term includes a combination of actual exercise data and an assumption on when the remaining outstanding options with similar characteristics will be exercised based on our historical data. In determining expected life, we separate employees into groups that have historically exhibited similar behavior with regard to option exercises.
Expected volatility through September 30, 2012 was calculated based on a blended approach that included the historical volatility of a peer group, the implied volatility of the our traded options with a remaining maturity greater than six months and the historical realized volatility of our common stock. Effective October 1, 2012, we excluded the historical volatility of a peer group in our expected volatility calculation due to the fact that our common stock has been publicly traded for a period that approximates our weighted average expected term. As a result, expected volatility subsequent to October 1, 2012 was calculated based on a blended approach that included the implied volatility of our traded options with a remaining maturity greater than six months and the historical realized volatility of our common stock.
The risk-free interest rate is determined by reference to U.S. Treasury yield curve rates with a remaining term that is approximately the expected life assumed at the date of grant. Forfeitures are estimated based on our historical analysis of actual stock option forfeitures.
The assumptions used in the Black-Scholes option-pricing model in the fiscal years ended March 31, 2014 and 2013 are as follows:
Year Ended March 31, | ||||
2014 | 2013 | |||
Dividend yield | None | None | ||
Expected volatility | 42% - 47% | 45% - 50% | ||
Weighted average expected volatility | 45% | 47% | ||
Risk-free interest rates | 0.70% - 2.11% | 0.60% - 1.40% | ||
Weighted average expected life (in years) | 6.9 | 6.2 | ||
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The weighted average fair value of stock options granted was $41.70 per option during the year ended March 31, 2014 and $27.28 per option during the year ended March 31, 2013. In addition, the weighted average fair value of restricted stock units awarded was $84.66 per share during the year ended March 31, 2014 and $57.01 per share during the year ended March 31, 2013.
As of March 31, 2014, there was approximately $130.0 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock option and restricted stock unit awards that is expected to be recognized over a weighted average period of 2.60 years. The intrinsic value of the options outstanding as of March 31, 2014 was $190.4 million, of which $166.8 million related to vested options and $23.6 million related to unvested options. We anticipate that future grants under our stock incentive plans will include both non-qualified stock options and restricted stock units.
Accounting for Income Taxes
As part of the process of preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, and assessing temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. As of March 31, 2014, we had net deferred tax assets of approximately $46.7 million, which were primarily related to federal and state research tax credit carryforwards, stock-based compensation and deferred revenue. We assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent that we believe recovery is not likely, we establish a valuation allowance. As of March 31, 2014, we maintain a valuation allowance against our deferred tax assets totaling $1.4 million. Substantially all of the valuation allowance we have recorded at March 31, 2014 is against New Jersey state research tax credits due to uncertainties related to the ability to utilize such state research tax credits before they expire. We based our valuation allowance on our estimates of taxable income by legal entity and the period over which our state research tax credits will be recoverable.
At March 31, 2014, we have foreign net operating loss (NOL) carryforwards of approximately $3.3 million. At March 31, 2014, we have federal and state research tax credit (R&D) carryforwards of approximately $5.2 million and $4.8 million, respectively. The federal research tax credit carryforwards expire from 2032 through 2034, and the state research tax credit carryforwards expire from 2016 through 2029. At March 31, 2014, we have federal Alternative Minimum Tax credit carryforwards of $1.6 million.
As of March 31, 2014, we had unrecognized tax benefits of $4.1 million, all of which, if recognized, would favorably affect the effective tax rate. In addition, we have accrued interest and penalties of $0.6 million related to the unrecognized tax benefits. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense. Components of the reserve are classified as either current or long-term in the Consolidated Balance Sheet based on when we expect each of the items to be settled. Accordingly, our unrecognized tax benefits of $4.1 million and the related accrued interest and penalties of $0.6 million are included in Other Liabilities on the Consolidated Balance Sheet. We believe that it is reasonably possible that approximately $1.5 million of our currently remaining unrecognized tax benefits and approximately $0.3 million of related accrued interest and penalties may be realized by the end of fiscal 2015 as a result of the lapse of the statute of limitations.
We conduct business globally and as a result, file income tax returns in the United States and in various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Australia, Canada, Germany, Netherlands and United Kingdom. Our Federal income tax return for the year ended March 31, 2011 is currently under audit. Our German subsidiary’s income tax returns for the fiscal years ended March 31, 2006 through March 31, 2011 are currently under audit by the German tax authorities. The following table summarizes the tax years in the major tax jurisdictions that remain subject to income tax examinations by tax authorities as of March 31, 2014. The years subject to income tax examination in our foreign jurisdictions cover the maximum time period with respect to these jurisdictions. Due to NOL carryforwards, in some cases the tax years continue to remain subject to examination with respect to such NOLs.
Tax Jurisdiction | Years Subject to Income Tax Examination | |
U.S. Federal | 2004 - Present | |
New Jersey | 2002 - Present | |
Foreign jurisdictions | 2006 - Present | |
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Software Development Costs
Research and development expenditures are charged to operations as incurred. Based on our software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by us between completion of the working model and the point at which the product is ready for general release are immaterial.
Results of Operations
The following table sets forth each of our sources of revenues and costs of revenues for the specified periods as a percentage of our total revenues for those periods (due to rounding numbers in column may not sum to totals):
Year Ended March 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Revenues: | |||||||||
Software | 50 | % | 51 | % | 50 | % | |||
Services | 50 | % | 49 | % | 50 | % | |||
Total revenues | 100 | % | 100 | % | 100 | % | |||
Cost of revenues: | |||||||||
Software | — | % | 1 | % | 1 | % | |||
Services | 12 | % | 13 | % | 12 | % | |||
Total cost of revenues | 13 | % | 13 | % | 13 | % | |||
Gross margin | 87 | % | 87 | % | 87 | % | |||
Fiscal year ended March 31, 2014 compared to fiscal year ended March 31, 2013
Revenues
Total revenues increased $90.5 million, or 18%, from $495.9 million in fiscal 2013 to $586.3 million in fiscal 2014.
Software Revenue. Software revenue increased $42.9 million, or 17%, from $251.5 million in fiscal 2013 to $294.4 million in fiscal 2014. Software revenue represented 50% of our total revenues in fiscal 2014 compared to 51% in fiscal 2013.
The overall increase in software revenue was primarily driven by higher enterprise software transactions (transactions greater than $0.1 million), which increased by $26.3 million, or 19% in fiscal 2014 compared to fiscal 2013. Enterprise software transactions represented approximately 57% of our software revenue in both fiscal 2014 and fiscal 2013. The increase in enterprise software transactions is due to both a 16% increase in the number of transactions of this type and a 2% increase in the average dollar amount of such transactions. The average dollar amount of enterprise transactions was approximately $272,000 in fiscal 2014 and approximately $266,000 in fiscal 2013. Software revenue derived from transactions less than $0.1 million increased $16.6 million, or 15%, in fiscal 2014 compared to fiscal 2013.
Software revenue derived from our international operations in fiscal 2014 increased 19% compared to fiscal 2013. The growth in software revenue in our international locations is primarily due to increases in Europe as we expand our international operations. Software revenue derived from the United States in fiscal 2014 increased 16% compared to fiscal 2013
Software revenue derived from our indirect distribution channel (resellers and original equipment manufacturers) increased $33.2 million, or 15% in fiscal 2014 compared to fiscal 2013, and software revenue through our direct sales force increased $9.7 million, or 34% in fiscal 2014 compared to fiscal 2013. The increase in the dollar value of the software revenue through our indirect distribution channel is primarily due to the increase in software revenue generated in foreign locations, which sold almost exclusively through indirect channels. The increase in the dollar value of the software revenue generated through our direct sales channel is due to a higher value of direct enterprise transactions in the United States in fiscal 2014 compared to fiscal 2013. Software revenue that is derived from both our indirect channel partners and direct sales force are key attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term as more fully discussed above in the “Sources of Revenue” section.
Services Revenue. Services revenue increase $47.6 million, or 19%, from $244.3 million in fiscal 2013 to $291.9 million in fiscal 2014. Services revenue represented 50% of our total revenues in fiscal 2014 compared to 49% in fiscal 2013.
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The increase in services revenue is primarily due to a $40.3 million increase in revenue from customer support agreements as a result of software sales to new customers and renewal agreements with our installed software base.
Cost of Revenues
Total cost of revenues increased $9.3 million, or 14%, from $65.0 million in fiscal 2013 to $74.3 million in fiscal 2014. Total cost of revenues represented 13% of our total revenues in both fiscal 2014 and fiscal 2013.
Cost of Software Revenue. Cost of software revenue decreased approximately $0.3 million, or 10%, from $2.9 million in fiscal 2013 to $2.6 million in fiscal 2014. Cost of software revenue represented 1% of our total software revenue in both fiscal 2014 and fiscal 2013.
Cost of Services Revenue. Cost of services revenue increased $9.6 million, or 16%, from $62.1 million in fiscal 2013 to $71.7 million in fiscal 2014. Cost of services revenue represented 25% of our services revenue in both fiscal 2014 and fiscal 2013. The increase in the dollar amount of cost of services revenue is primarily the result of higher employee compensation and travel expenses totaling approximately $7.0 million as well as a $1.2 million increase in third-party outsourcing costs to facilitate our delivery of services.
Operating Expenses
Sales and Marketing. Sales and marketing expenses increased $35.6 million, or 14%, from $247.7 million in fiscal 2013 to $283.3 million in fiscal 2014. The increase is primarily due to a $19.7 million increase in employee compensation and related expenses attributable to the expansion of our sales force from the prior year. The increase in sales and marketing expenses also includes a $7.3 million increase in stock-based compensation expenses and a $3.2 million increase in advertising and marketing related expenses as we continue to build brand awareness for our Simpana products. Sales and marketing expenses as a percentage of total revenues decreased to 48% in fiscal 2014 compared to 50% in fiscal 2013, primarily due to lower compensation costs as a percentage of total revenues related to our field sales teams.
Research and Development. Research and development expenses increased $7.8 million, or 16%, from $47.4 million in fiscal 2013 to $55.1 million in fiscal 2014. The increase is primarily due to higher compensation and related expenses resulting from the expansion of our engineering group totaling approximately $5.1 million. The increase in research and development also includes a $1.5 million increase in stock-based compensation expenses. Research and development expenses as a percentage of total revenues decreased to 9% in fiscal 2014 compared to 10% in fiscal 2013. Investing in research and development has been a priority for CommVault, and we anticipate continued spending related to the development of our data and information management software applications.
General and Administrative. General and administrative expenses increased $17.0 million, or 34%, from $50.1 million in fiscal 2013 to $67.1 million in fiscal 2014. This increase is primarily due to a $9.8 million increase in stock-based compensation expenses, a $3.8 million increase in employee and related compensation due to higher headcount and a $1.7 million increase in professional fees. General and administrative expenses in fiscal 2014 also includes $0.3 million of net foreign currency transaction gains compared to $0.3 million of net foreign currency transaction losses recognized in general and administrative expenses in fiscal 2013. General and administrative expenses as a percentage of total revenues increased to 11% in fiscal 2014 compared to 10% in fiscal 2013.
Depreciation and Amortization. Depreciation expense increased $1.2 million, from $4.8 million in fiscal 2013 to $6.1 million in fiscal 2014. This reflects higher depreciation associated with increased capital expenditures primarily over the past 12 months as we continue to expand our worldwide operations. We expect depreciation expense to increase within the next 12 months due to our new corporate campus headquarters which is currently under construction.
Interest Income
Interest income decreased $0.2 million, from $1.1 million in fiscal 2013 to $0.9 million in fiscal 2014. The decrease in interest income is primarily due to decreased yield on our investment portfolio.
Income Tax Expense
Income tax expense was $37.2 million in fiscal 2014 compared to $28.7 million in fiscal 2013. The effective tax rate in fiscal 2014 was 37% as compared to 35% in fiscal 2013. In fiscal 2014, the effective tax rate approximated the statuary rate but was benefited by the impact of domestic production deduction, foreign tax credits and release of reserves, which were offset by state income taxes and permanent differences in both the United States and foreign jurisdictions. Additionally, the research and development credit expired on December 31, 2013; therefore, the effective tax rate only reflects nine months of a benefit.
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In fiscal 2013, the effective rate was benefited by the reenactment of the research and development credit which had previously expired on December 31, 2011 and includes an additional benefit related to periods prior to March 31, 2012 as tax law is accounted for in the period of enactment. In addition, the effective rate was benefited by foreign tax credits, offset by state income taxes and permanent differences in both the United States and foreign jurisdictions.
Fiscal year ended March 31, 2013 compared to fiscal year ended March 31, 2012
Revenues
Total revenues increased $89.2 million, or 22%, from $406.6 million in fiscal 2012 to $495.9 million in fiscal 2013.
Software Revenue. Software revenue increased $49.7 million, or 25%, from $201.8 million in fiscal 2012 to $251.5 million in fiscal 2013. Software revenue represented 51% of our total revenues in fiscal 2013 compared to 50% in fiscal 2012.
The overall increase in software revenue was primarily driven by higher enterprise software transactions (transactions greater than $0.1 million), which increased by $37.0 million, or 35% in fiscal 2013 compared to fiscal 2012. As a result, enterprise software transactions represented approximately 57% of our software revenue in fiscal 2013 and approximately 52% of our software revenue in fiscal 2012. The increase in enterprise software transactions is due to both a 23% increase in the number of transactions of this type and a 10% increase in the average dollar amount of such transactions. The average dollar amount of enterprise transactions was approximately $266,000 in fiscal 2013 and approximately $241,000 in fiscal 2012. Software revenue derived from transactions less than $0.1 million increased $12.7 million, or 13%, in fiscal 2013 compared to fiscal 2012.
Software revenue derived from our international operations in fiscal 2013 increased 40% compared to fiscal 2012. The growth in software revenue in our international locations is primarily due to increases in Canada, Europe and Australia as we expand our international operations. Software revenue derived from the United States in fiscal 2013 increased 14% compared to fiscal 2012.
Software revenue derived from our indirect distribution channel (resellers and original equipment manufacturers) increased $53.2 million, or 31% in fiscal 2013 compared to fiscal 2012, and software revenue through our direct sales force decreased $3.5 million or 11% in fiscal 2013 compared to fiscal 2012. The increase in the dollar value of the software revenue through our indirect distribution channel is primarily due to the increase in software revenue generated in foreign locations, which is substantially sold through our channel partners. The decrease in the dollar value of the software revenue generated through our direct sales channel is due to a lower value of direct enterprise transactions in the United States. Software revenue that is derived from both our indirect channel partners and direct sales force are key attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term as more fully discussed above in the “Sources of Revenue” section.
Services Revenue. Services revenue increased $39.5 million, or 19%, from $204.8 million in fiscal 2012 to $244.3 million in fiscal 2013. Services revenue represented 49% of our total revenues in fiscal 2013 compared to 50% in fiscal 2012. The increase in services revenue is primarily due to a $34.1 million increase in revenue from customer support agreements as a result of software sales to new customers and renewal agreements with our installed software base.
Cost of Revenues
Total cost of revenues increased $11.5 million, or 22%, from $53.4 million in fiscal 2012 to $65.0 million in fiscal 2013. Total cost of revenues represented 13% of our total revenues in both fiscal 2013 and fiscal 2012.
Cost of Software Revenue. Cost of software revenue increased approximately $0.1 million, or 4%, from $2.7 million in fiscal 2012 to $2.9 million in fiscal 2013. Cost of software revenue represented 1% of our total software revenue in both fiscal 2013 and fiscal 2012. The increase in cost of software revenue is primarily due to higher third party royalty costs associated with our Simpana software suite in fiscal 2013 compared to fiscal 2012.
Cost of Services Revenue. Cost of services revenue increased $11.4 million, or 23%, from $50.7 million in fiscal 2012 to $62.1 million in fiscal 2013. Cost of services revenue represented 25% of our services revenue in both fiscal 2013 and fiscal 2012. The increase in the dollar amount of cost of services revenue is primarily the result of higher employee compensation
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and travel expenses totaling approximately $6.1 million as well as a $2.8 million increase in third-party outsourcing costs to facilitate our delivery of services.
Operating Expenses
Sales and Marketing. Sales and marketing expenses increased $28.7 million, or 13%, from $219.0 million in fiscal 2012 to $247.7 million in fiscal 2013. The increase is primarily due to a $15.7 million increase in employee compensation and related expenses attributable to the expansion of our sales force from the prior year. The increase in sales and marketing expenses also includes a $4.6 million increase in advertising and marketing related expense as we continue to build brand awareness for our Simpana products and a $3.7 million increase in stock-based compensation expenses. Sales and marketing expenses as a percentage of total revenues decreased to 50% in fiscal 2013 compared to 54% in fiscal 2012, primarily due to cost containment in our field operations, as well as our sales segmentation strategy that we implemented at the beginning of fiscal 2013, which aligned our sales and marketing team as we penetrate the enterprise segment.
Research and Development. Research and development expenses increased $7.4 million, or 19%, from $39.9 million in fiscal 2012 to $47.4 million in fiscal 2013. The increase is primarily due to higher salary and related expenses resulting from the expansion of our engineering group and higher fiscal 2013 bonus expense totaling approximately $4.8 million. The increase in research and development also includes a $0.7 million increase in stock-based compensation expenses and a $0.7 million increase in legal fees. Research and development expenses as a percentage of total revenues remained flat at 10% in both fiscal 2013 and fiscal 2012. Investing in research and development has been a priority for CommVault, and we anticipate continued spending related to the development of our data and information management software applications.
General and Administrative. General and administrative expenses increased $9.5 million, or 23%, from $40.6 million in fiscal 2012 to $50.1 million in fiscal 2013. This increase is primarily due to a $3.9 million increase in stock-based compensation expenses, a $2.9 million increase in employee and related compensation due to higher headcount and higher fiscal 2013 bonus expense and a $1.2 million increase in settlement reserves. General and administrative expenses in fiscal 2013 includes $0.3 million of net foreign currency transaction losses compared to $0.2 million of net foreign currency transaction losses recognized in general and administrative expenses in fiscal 2012. General and administrative expenses as a percentage of total revenues remained flat at 10% in both fiscal 2013 and fiscal 2012.
Depreciation and Amortization. Depreciation expense increased $0.5 million, from $4.4 million in fiscal 2012 to $4.8 million in fiscal 2013. This reflects higher depreciation associated with increased capital expenditures primarily over the past 12 months as we continue expand our worldwide operations.
Interest Income
Interest income increased $0.3 million, from $0.8 million in fiscal 2012 to $1.1 million in fiscal 2013. The increase in interest income is primarily due to higher balances in our cash and related investment accounts.
Income Tax Expense
Income tax expense was $28.7 million in fiscal 2013 compared to $18.1 million in fiscal 2012. The effective tax rate in fiscal 2013 was 35% as compared to 36% in fiscal 2012. In fiscal 2013, the effective rate was benefited by the reenactment of the research and development credit which had previously expired on December 31, 2011 and includes an additional benefit related to periods prior to March 31, 2012 as tax law is accounted for in the period of enactment. In addition, the effective rate was benefited by foreign tax credits, offset by state income taxes and permanent differences in both the United States and foreign jurisdictions. In fiscal 2012, the effective rate was higher than the expected federal statutory rate of 35% primarily due to state income taxes and permanent differences in both the United States and foreign jurisdictions, partially offset by income tax benefits from recording research and foreign tax credits; domestic production activities deductions; and reversing $1.6 million of our valuation allowance against New Jersey state research tax credits due to the passage of state laws.
Liquidity and Capital Resources
As of March 31, 2014, our cash and cash equivalents balance of $457.7 million primarily consisted of money market funds. In addition, we have approximately $25.0 million of short-term investments invested in U.S. Treasury Bills at March 31, 2014. In recent fiscal years, our principal sources of liquidity have been cash provided by operations.
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As of March 31, 2014, the amount of cash and cash equivalents held outside of the United States by our foreign legal entities was approximately $114.7 million. These balances are dispersed across many international locations around the world. We believe that such dispersion meets the current and anticipated future liquidity needs of our foreign legal entities. In addition, it is our intention to indefinitely reinvest undistributed earnings of our foreign legal entities. In the event we needed to repatriate funds from outside of the United States, such repatriation would likely be subject to restrictions by local laws and/or tax consequences including foreign withholding taxes or U.S. income taxes. It is not currently practical to estimate the legal restrictions or tax liability that would arise from such repatriations.
During the fourth quarter of fiscal 2014, we repurchased $50.0 million of common stock (775,000) under the share repurchase program bringing the cumulative repurchases under the current program to $167.2 million. On April 24, 2014, the Board of Directors authorized a $50.0 million increase to the existing stock repurchase program which expires on March 31, 2015. After these fourth quarter repurchases and the increase to the plan by the Board of Directors, $150.0 million remains under the current stock repurchase program. Under our stock repurchase program, repurchased shares are constructively retired and returned to unissued status. Our stock repurchase program has been funded by our existing cash and cash equivalent balances as well as cash flows provided by our operations.
The primary business reason for our stock repurchase program is to reduce the dilutive impact on our common shares outstanding associated with stock option exercises and our previous public and private stock offerings. Under our stock repurchase program, we have bought back approximately 16% of the common stock that was outstanding at the time the stock repurchase program was announced. Our future stock repurchase activity is subject to the business judgment of our management and Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows and other anticipated capital requirements or investment alternatives.
At the fiscal 2013 Annual Meeting of Stockholders of the Company held on August 21, 2013, the Company’s stockholders approved the formation of the Employee Stock Purchase Plan (the “ESPP”) to provide eligible employees the opportunity to become stockholders through the purchase of shares of the Company’s common stock. The ESPP is a shareholder approved plan under which substantially all employees may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the Purchase Plan are limited to 10% of the employee’s salary and employees may not purchase more than $25,000 of stock during any calendar year. As of March 31, 2014, 3.0 million shares were reserved for future issuance under the Purchase Plan. The first purchase date of the ESPP is August 1, 2014.
On January 29, 2013, we closed on a purchase of land located in Tinton Falls, New Jersey for our future corporate campus headquarters to support the long-term growth of our business. We are in the process of completing the design and construction of the headquarters, which we expect to finalize over the next 12 months. Our estimate of the build-out, including the land purchase, building and campus infrastructure, is approximately $135 million. We expect to fund this capital expenditure from our existing cash and cash equivalent balances and our cash generated from operations.
Our summarized annual cash flow information is as follows (in thousands):
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net cash provided by operating activities | $ | 119,137 | $ | 112,683 | $ | 100,000 | ||||||
Net cash used in investing activities | (90,158 | ) | (15,832 | ) | (7,792 | ) | ||||||
Net cash provided by (used in) financing activities | (4,078 | ) | 41,208 | (11,507 | ) | |||||||
Effects of exchange rate — changes in cash | (1,132 | ) | (1,183 | ) | (783 | ) | ||||||
Net increase in cash and cash equivalents | $ | 23,769 | $ | 136,876 | $ | 79,918 | ||||||
Net cash provided by operating activities was $119.1 million in fiscal 2014, $112.7 million in fiscal 2013 and $100.0 million in fiscal 2012. In both fiscal 2014 and fiscal 2013 cash generated by operating activities was primarily due to net income adjusted for the impact of non-cash charges; an increase in deferred services revenue as a result of customer support agreements from new customers and renewal agreements with our installed software base; and an increase in accrued liabilities. These increases were partially offset by an increase in accounts receivable due to higher revenues and timing of cash receipts. In fiscal 2012, cash generated by operating activities was primarily due to net income adjusted for the impact of non-cash charges; an increase in deferred services revenue as a result of customer support agreements from new customers and renewal agreements with our installed software base; and an increase in accrued liabilities.
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Net cash used in investing activities was $90.2 million in fiscal 2014, $15.8 million in fiscal 2013 and $7.8 million in fiscal 2012. In fiscal 2014, cash used in investing activities was due to the purchase of property and equipment in the amounts of $62.2 million for purchases relating to our new corporate campus headquarters and $4.9 million of capital expenditures as we continue to invest in and enhance our global infrastructure. These increases were partially offset by net purchases of short-term investments of $23.0 million. In fiscal 2013, cash used in investing activities was due to the purchase of property and equipment in the amounts of $9.2 million for purchases relating to our new corporate campus headquarters and $7.8 million of capital expenditures as we continue to invest in and enhance our global infrastructure. These increases were partially offset by net proceeds from the maturity of short-term investments of $1.2 million. In fiscal 2012, cash used in investing activities was due to the purchase of property and equipment of $5.8 million related to growth in our business as well as the net purchases of short-term investments of $2.0 million.
Net cash provided by (used in) financing activities was $(4.1) million in fiscal 2014, $41.2 million in fiscal 2013 and $(11.5) million in fiscal 2012. The cash used by financing activities in fiscal 2014 was due to $50.0 million used to repurchase shares of our common stock under our repurchase program, partially offset by $28.3 million of excess tax benefits recognized as a result of stock option exercises and $17.6 million of proceeds from the exercise of stock options. The cash provided by financing activities in fiscal 2013 was due to $23.1 million of excess tax benefits recognized as a result of stock option exercises and $18.1 million of proceeds from the exercise of stock options. The cash used in financing activities in fiscal 2012 was due to $45.6 million used to repurchase shares of our common stock under our repurchase program, partially offset by $18.1 million of proceeds from the exercise of stock options and $16.0 million of excess tax benefits recognized as a result of stock option exercises.
A summary of the cash used for the stock repurchase program consists of the following:
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Cash used for repurchases (in thousands) | $ | 50,030 | $ | — | $ | 45,639 | ||||||
Shares repurchased (in thousands) | 775 | — | 1,323 | |||||||||
Average price per share | $ | 64.54 | $ | — | $ | 34.45 | ||||||
Working capital increased $43.9 million from $343.1 million as of March 31, 2013 to $387.0 million as of March 31, 2014. The increase in working capital is primarily due to a $46.8 million increase in cash and short-term investments and a $33.5 million increase in accounts receivable. These increases were partially offset by a $20.6 million increase in accrued liabilities and a $13.2 million increase in short-term deferred revenue. The increase in cash and short-term investments is primarily due to net income generated during the period, cash received from the collection of account receivables and cash received from the exercise of stock options. The increase in deferred revenue is primarily due to higher deferred services revenue from customer support agreements from software sales to new customers and renewal agreements with our installed software base. The increase in accrued expenses is primarily due to higher employee and related compensation accruals.
Working capital increased $120.8 million from $222.3 million as of March 31, 2012 to $343.1 million as of March 31, 2013. The increase in working capital is primarily due to a $135.7 million increase in cash and short-term investments and a $17.2 million increase in accounts receivable. These increases were partially offset by a $27.7 million increase in deferred revenue and a $9.7 million increase in accrued liabilities. The increase in cash and short-term investments is primarily due to net income generated during the period, cash received from the collection of account receivables and cash received from the exercise of stock options partially offset by the use of cash for share repurchases. The increase in deferred revenue is primarily due to higher deferred services revenue from customer support agreements from software sales to new customers and renewal agreements with our installed software base. The increase in accrued expenses is primarily due to higher employee and related compensation accruals.
We believe that our existing cash, cash equivalents and our cash from operations will be sufficient to meet our anticipated cash needs for working capital, capital expenditures (including our planned new corporate campus headquarters) and potential stock repurchases for at least the next 12 months. We may seek additional funding through public or private financings or other arrangements during this period. Adequate funds may not be available when needed or may not be available on terms favorable to us, or at all. If additional funds are raised by issuing equity securities, dilution to existing stockholders will result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop
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or enhance our products or services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.
Summary Disclosures about Contractual Obligations and Commercial Commitments
Our material capital commitments consist of obligations under facilities and operating leases. Some of these leases have free or escalating rent payment provisions. We recognize rent expense under leases on a straight-line basis. We anticipate that we will experience an increase in our capital expenditures and lease commitments as a result of our anticipated growth in operations, infrastructure, personnel and resources devoted to building our brand name.
The following table summarizes our obligations as of March 31, 2014 (dollars in thousands):
Payments Due by Period | ||||||||||||||||||||
Total | Less Than 1 Year | 2-3 Years | 4-5 Years | More Than 5 Years | ||||||||||||||||
Operating lease obligations | $ | 19,329 | $ | 11,009 | $ | 7,039 | $ | 1,172 | $ | 109 | ||||||||||
Purchase obligations | 11,445 | 5,936 | 5,326 | 183 | — | |||||||||||||||
Total | $ | 30,774 | $ | 16,945 | $ | 12,365 | $ | 1,355 | $ | 109 | ||||||||||
We generally do not enter into binding purchase obligations. The purchase obligations above relate primarily to marketing and software development services, IT infrastructure costs and costs associated with the design and construction of our corporate campus headquarters. The contractual obligations table above excludes unrecognized tax benefits, plus related interest and penalties, recorded in Other Liabilities totaling $4.7 million because we cannot reasonably estimate in which future periods these amounts will ultimately be settled. The $4.7 million is classified as a long-term liability in our consolidated balance sheet as of March 31, 2014 as none of these obligations are anticipated to be paid within one year from April 1, 2014.
We have certain software royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on a fixed cost per unit shipped or a fixed fee for unlimited units shipped over a designated period. Royalty expense, included in cost of software revenues, was $1.4 million in fiscal 2014, $2.1 million in fiscal 2013 and $1.6 million in fiscal 2012.
We offer a 90-day limited product warranty for our software. To date, costs relating to this product warranty have not been material.
Off-Balance Sheet Arrangements
As of March 31, 2014 and 2013, other than our operating leases, we do not have off-balance sheet financing arrangements, including any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Indemnifications
Certain of our software licensing agreements contain certain provisions that indemnify our customers from any claim, suit or proceeding arising from alleged or actual intellectual property infringement. These provisions continue in perpetuity along with our software licensing agreements. We have never incurred a liability relating to one of these indemnification provisions in the past and we believe that the likelihood of any future payout relating to these provisions is remote. Therefore, we have not recorded a liability during any period related to these indemnification provisions.
Impact of Recently Issued Accounting Standards
In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This amendment requires an entity to present, either on the face of the financial statement or in the notes, the effects on the line items of net income due to significant amounts reclassified out of accumulated other comprehensive income, as well as provide cross-references to other required reclassification disclosures, where applicable. The adoption of the new pronouncement on April 1, 2013 did not have an impact on our consolidated financial position, results of operations or cash flows.
In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when
46
a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires an unrecognized tax benefit, or a portion of, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent the deferred tax asset is not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position; the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with the deferred tax asset. The amendments in this standard are effective for reporting periods beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our financial statements.
There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s financial position, results of operations or cash flows.
The FASB also continues to work on a number of significant accounting rules which may impact our accounting and disclosures in future periods. Since these rules have not yet been issued, the effective dates and potential impact are unknown.
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
Interest Rate Risk
As of March 31, 2014, our cash, cash equivalent and short-term investment balances consisted primarily of money market funds and U.S. Treasury Bills. Due to the short-term nature of these investments, we are not subject to any material interest rate risk on these balances.
Foreign Currency Risk
Economic Exposure
As a global company, we face exposure to adverse movements in foreign currency exchange rates. Our international sales are generally denominated in foreign currencies and this revenue could be materially affected by currency fluctuations. Approximately 43% of our sales were outside the United States in fiscal 2014 and 42% were outside the United States in fiscal 2013. Our primary exposures are to fluctuations in exchange rates for the U.S. dollar versus the Euro, and to a lesser extent, the Australian dollar, British pound sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations. Historically, we have periodically reviewed and revised the pricing of our products available to our customers in foreign countries and we have not maintained excess cash balances in foreign accounts.
We estimate that a 10% change in all foreign exchange rates would impact our reported operating profit by approximately $8.2 million annually. This sensitivity analysis disregards the possibilities that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.
Transaction Exposure
Our exposure to foreign currency transaction gains and losses is primarily the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary. Our foreign subsidiaries conduct their businesses in local currency and we generally do not maintain excess U.S. dollar cash balances in foreign accounts.
Foreign currency transaction gains and losses are recorded in “General and administrative expenses” in the Consolidated Statements of Income. We recognized net foreign currency transaction gains of approximately $0.3 million in fiscal 2014, and net foreign currency transaction losses of approximately $0.3 million in fiscal 2013 and $0.2 million in fiscal 2012. The net foreign currency transaction gains and losses recorded in “General and administrative expenses” include settlement gains and losses on forward contracts disclosed below.
To date, we have selectively hedged our exposure to foreign currency transaction gains and losses on the balance sheet through the use of forward contracts, which were not designated as hedging instruments. The duration of forward contracts utilized for hedging our balance sheet exposure is generally one to three months. As of March 31, 2014 and March 31, 2013, we did not have any forward contracts outstanding. We recorded net realized losses in general and administrative expenses of $0.1 million in fiscal 2014 and $0.2 million in fiscal 2013. In the future, we may enter into additional foreign currency based hedging contracts to reduce our exposure to significant fluctuations in currency exchange rates on the balance sheet.
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Item 8. | Financial Statements and Supplementary Data |
CommVault Systems, Inc.
Consolidated Financial Statements
Fiscal Years Ended March 31, 2014, 2013 and 2012
Index to Consolidated Financial Statements
Page | |
48
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
CommVault Systems, Inc.
We have audited the accompanying consolidated balance sheets of CommVault Systems, Inc. as of March 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended March 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CommVault Systems, Inc. at March 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects in the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CommVault Systems, Inc.’s internal control over financial reporting as of March 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated May 2, 2014 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
MetroPark, New Jersey
May 2, 2014
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CommVault Systems, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
March 31, | ||||||||
2014 | 2013 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 457,733 | $ | 433,964 | ||||
Short-term investments | 24,976 | 1,948 | ||||||
Trade accounts receivable, less allowance for doubtful accounts of $111 and $103 at March 31, 2014 and 2013, respectively | 118,527 | 85,033 | ||||||
Prepaid expenses and other current assets | 11,329 | 15,225 | ||||||
Deferred tax assets, net | 17,966 | 19,328 | ||||||
Total current assets | 630,531 | 555,498 | ||||||
Deferred tax assets, net | 28,737 | 21,166 | ||||||
Property and equipment, net | 88,901 | 21,112 | ||||||
Other assets | 7,215 | 7,078 | ||||||
Total assets | $ | 755,384 | $ | 604,854 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 1,218 | $ | 3,860 | ||||
Accrued liabilities | 76,166 | 55,577 | ||||||
Deferred revenue | 166,143 | 152,967 | ||||||
Total current liabilities | 243,527 | 212,404 | ||||||
Deferred revenue, less current portion | 43,432 | 31,303 | ||||||
Other liabilities | 5,847 | 7,130 | ||||||
Commitments and contingencies (Note 5) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value: 50,000 shares authorized, no shares issued and outstanding at March 31, 2014 and 2013 | — | — | ||||||
Common stock, $0.01 par value, 250,000 shares authorized, 47,094 shares and 46,397 shares issued and outstanding at March 31, 2014 and 2013, respectively | 471 | 464 | ||||||
Additional paid-in capital | 481,083 | 391,772 | ||||||
Accumulated deficit | (18,059 | ) | (37,930 | ) | ||||
Accumulated other comprehensive loss | (917 | ) | (289 | ) | ||||
Total stockholders’ equity | 462,578 | 354,017 | ||||||
Total liabilities and stockholders’ equity | $ | 755,384 | $ | 604,854 | ||||
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CommVault Systems, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues: | ||||||||||||
Software | $ | 294,411 | $ | 251,508 | $ | 201,800 | ||||||
Services | 291,929 | 244,342 | 204,839 | |||||||||
Total revenues | 586,340 | 495,850 | 406,639 | |||||||||
Cost of revenues: | ||||||||||||
Software | 2,588 | 2,863 | 2,747 | |||||||||
Services | 71,713 | 62,089 | 50,660 | |||||||||
Total cost of revenues | 74,301 | 64,952 | 53,407 | |||||||||
Gross margin | 512,039 | 430,898 | 353,232 | |||||||||
Operating expenses: | ||||||||||||
Sales and marketing | 283,304 | 247,696 | 219,025 | |||||||||
Research and development | 55,134 | 47,356 | 39,936 | |||||||||
General and administrative | 67,106 | 50,119 | 40,619 | |||||||||
Depreciation and amortization | 6,075 | 4,832 | 4,353 | |||||||||
Total operating expenses | 411,619 | 350,003 | 303,933 | |||||||||
Income from operations | 100,420 | 80,895 | 49,299 | |||||||||
Interest expense | — | — | (57 | ) | ||||||||
Interest income | 890 | 1,059 | 750 | |||||||||
Income before income taxes | 101,310 | 81,954 | 49,992 | |||||||||
Income tax expense | 37,246 | 28,745 | 18,052 | |||||||||
Net income | $ | 64,064 | $ | 53,209 | $ | 31,940 | ||||||
Net income per common share: | ||||||||||||
Basic | $ | 1.36 | $ | 1.17 | $ | 0.72 | ||||||
Diluted | $ | 1.29 | $ | 1.10 | $ | 0.68 | ||||||
Weighted average common shares outstanding: | ||||||||||||
Basic | 46,976 | 45,463 | 44,089 | |||||||||
Diluted | 49,642 | 48,330 | 47,201 | |||||||||
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CommVault Systems, Inc.
Consolidated Statements of Comprehensive Income
(In thousands, except per share data)
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income | $ | 64,064 | $ | 53,209 | $ | 31,940 | ||||||
Other comprehensive loss: | ||||||||||||
Foreign currency translation adjustment | (628 | ) | (528 | ) | (68 | ) | ||||||
Comprehensive income | $ | 63,436 | $ | 52,681 | 31,872 | |||||||
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CommVault Systems, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands)
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||
Shares | Amount | ||||||||||||||||||||||
Balance at March 31, 2011 | 43,965 | $ | 440 | $ | 271,622 | $ | (84,239 | ) | $ | 307 | $ | 188,130 | |||||||||||
Stock-based compensation | 21,426 | 21,426 | |||||||||||||||||||||
Tax benefits relating to share-based payments | 16,072 | 16,072 | |||||||||||||||||||||
Exercise of common stock options and vesting of restricted stock units | 1,952 | 19 | 18,104 | 18,123 | |||||||||||||||||||
Repurchase of common stock | (1,323 | ) | (13 | ) | (6,786 | ) | (38,840 | ) | (45,639 | ) | |||||||||||||
Net income | 31,940 | 31,940 | |||||||||||||||||||||
Other comprehensive income (loss) | (68 | ) | (68 | ) | |||||||||||||||||||
Balance at March 31, 2012 | 44,594 | 446 | 320,438 | (91,139 | ) | 239 | 229,984 | ||||||||||||||||
Stock-based compensation | 30,098 | 30,098 | |||||||||||||||||||||
Tax benefits relating to share-based payments | 23,126 | 23,126 | |||||||||||||||||||||
Exercise of common stock options and vesting of restricted stock units | 1,803 | 18 | 18,110 | 18,128 | |||||||||||||||||||
Repurchase of common stock | — | ||||||||||||||||||||||
Net income | 53,209 | 53,209 | |||||||||||||||||||||
Other comprehensive (loss) income | (528 | ) | (528 | ) | |||||||||||||||||||
Balance at March 31, 2013 | 46,397 | 464 | 391,772 | (37,930 | ) | (289 | ) | 354,017 | |||||||||||||||
Stock-based compensation | 49,124 | 49,124 | |||||||||||||||||||||
Tax benefits relating to share-based payments | 28,416 | 28,416 | |||||||||||||||||||||
Exercise of common stock options and vesting of restricted stock units | 1,472 | 15 | 17,600 | 17,615 | |||||||||||||||||||
Repurchase of common stock | (775 | ) | (8 | ) | (5,829 | ) | (44,193 | ) | (50,030 | ) | |||||||||||||
Net income | 64,064 | 64,064 | |||||||||||||||||||||
Other comprehensive (loss) income | (628 | ) | (628 | ) | |||||||||||||||||||
Balance at March 31, 2014 | 47,094 | $ | 471 | $ | 481,083 | $ | (18,059 | ) | $ | (917 | ) | $ | 462,578 | ||||||||||
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CommVault Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Cash flows from operating activities | ||||||||||||
Net income | $ | 64,064 | $ | 53,209 | $ | 31,940 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 6,207 | 4,939 | 4,484 | |||||||||
Noncash stock-based compensation | 49,124 | 30,098 | 21,426 | |||||||||
Excess tax benefits from stock-based compensation | (28,337 | ) | (23,080 | ) | (16,009 | ) | ||||||
Deferred income taxes | (6,430 | ) | (2,094 | ) | (4,993 | ) | ||||||
Changes in operating assets and liabilities: | ||||||||||||
Trade accounts receivable | (33,482 | ) | (17,939 | ) | 5,419 | |||||||
Prepaid expenses and other current assets | 3,948 | (2,684 | ) | (4,198 | ) | |||||||
Other assets | (160 | ) | (1,844 | ) | (3,720 | ) | ||||||
Accounts payable | (2,695 | ) | 2,036 | 204 | ||||||||
Accrued liabilities | 43,187 | 32,358 | 29,038 | |||||||||
Deferred revenue | 25,156 | 38,041 | 35,599 | |||||||||
Other liabilities | (1,445 | ) | (357 | ) | 810 | |||||||
Net cash provided by operating activities | 119,137 | 112,683 | 100,000 | |||||||||
Cash flows from investing activities | ||||||||||||
Purchase of short-term investments | (28,976 | ) | (1,948 | ) | (3,146 | ) | ||||||
Proceeds from maturity of short-term investments | 5,948 | 3,146 | 1,150 | |||||||||
Purchases for corporate campus headquarters | (62,214 | ) | (9,209 | ) | — | |||||||
Purchase of property and equipment | (4,916 | ) | (7,821 | ) | (5,796 | ) | ||||||
Net cash used in investing activities | (90,158 | ) | (15,832 | ) | (7,792 | ) | ||||||
Cash flows from financing activities | ||||||||||||
Repurchase of common stock | (50,030 | ) | — | (45,639 | ) | |||||||
Proceeds from the exercise of stock options | 17,615 | 18,128 | 18,123 | |||||||||
Excess tax benefits from stock-based compensation | 28,337 | 23,080 | 16,009 | |||||||||
Net cash provided by (used in) financing activities | (4,078 | ) | 41,208 | (11,507 | ) | |||||||
Effects of exchange rate — changes in cash | (1,132 | ) | (1,183 | ) | (783 | ) | ||||||
Net increase in cash and cash equivalents | 23,769 | 136,876 | 79,918 | |||||||||
Cash and cash equivalents at beginning of year | 433,964 | 297,088 | 217,170 | |||||||||
Cash and cash equivalents at end of year | $ | 457,733 | $ | 433,964 | $ | 297,088 | ||||||
Supplemental disclosures of cash flow information | ||||||||||||
Interest paid | $ | — | $ | — | $ | 57 | ||||||
Income taxes paid | $ | 12,442 | $ | 5,612 | $ | 9,680 | ||||||
Purchases for corporate campus headquarters in accounts payable and accrued liabilities | $ | 6,805 | $ | 953 | $ | — | ||||||
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CommVault Systems, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share data)
1. Nature of Business
CommVault Systems, Inc. and its subsidiaries (“CommVault” or the “Company”) is a leading provider of data and information management software applications and related services. The Company develops, markets and sells a suite of software applications and services, primarily in North America, Europe, Australia and Asia, that provides its customers with high-performance data protection, including backup and recovery; data migration and archiving; snapshot management and replication of data; integrated source, and target data deduplication; eDiscovery and compliance solutions; self-service access; a secure virtual repository using Simpana ContentStore; enterprise-wide search capabilities; protection, recovery and discovery of data in virtual server and cloud environments; and robust built-in analytics and troubleshooting tools. The Company’s unified suite of data and information management software applications, which is sold under the Simpana brand, shares an underlying architecture that has been developed to minimize the cost and complexity of managing data on globally distributed and networked storage infrastructures. The Company also provides its customers with a broad range of professional and customer support services.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of the Company. All intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments and estimates that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of revenues and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, allowance for doubtful accounts, income taxes and related reserves, stock-based compensation and accounting for research and development costs. Actual results could differ from those estimates.
Revenue Recognition
The Company derives revenues from two primary sources: software licenses and services. Services include customer support, consulting, assessment and design services, installation services and training. A typical sales arrangement includes both licenses and services.
For sales arrangements involving multiple elements, the Company recognizes revenue using the residual method. Under the residual method, the Company allocates and defers revenue for the undelivered elements based on fair value and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. The determination of fair value of the undelivered elements in multiple-element arrangements is based on the price charged when such elements are sold separately, which is commonly referred to as vendor-specific objective-evidence, or VSOE.
The Company’s software licenses typically provide for a perpetual right to use the Company’s software and are sold on a capacity basis, on a per-copy basis or as site licenses. Software licenses sold on a capacity basis provide the customer with unlimited licenses of specified software products based on a defined level of terabytes of data under management. Site licenses give the customer the additional right to deploy the software on a limited basis during a specified term. The Company recognizes software revenue through direct sales channels upon receipt of a purchase order or other persuasive evidence and when all other basic revenue recognition criteria are met as described below. The Company recognizes software revenue through all indirect sales channels on a sell-through model. A sell-through model requires that the Company recognize revenue when the basic revenue recognition criteria are met as described below and these channels complete the sale of the Company’s software products to the end-user. Revenue from software licenses sold through an original equipment manufacturer partner is recognized upon the receipt of a royalty report or purchase order from that original equipment manufacturer partner.
55
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
Services revenue includes revenue from customer support and other professional services. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year. To determine the price for the customer support element when sold separately, the Company primarily uses historical renewal rates. Historical renewal rates are supported by performing an analysis in which the Company segregates its customer support renewal contracts into different classes based on specific criteria including, but not limited to, the dollar amount of the software purchased, the level of customer support being provided and the distribution channel. As a result of this analysis, the Company has concluded that it has established VSOE for the different classes of customer support when the support is sold as part of a multiple-element sales arrangement. The Company’s determination of fair value for customer support has not changed for the periods presented.
The Company’s other professional services include consulting services, implementation and post-deployment services and education services. Other professional services provided by the Company are not mandatory and can also be performed by the customer or a third-party. In addition to a signed purchase order, the Company’s consulting services and implementation and post-deployment services are, in some cases, evidenced by a Statement of Work, which defines the specific scope of such services to be performed when sold and performed on a stand-alone basis or included in multiple-element sales arrangements. Revenues from consulting services and implementation and post-deployment services are based upon a daily or weekly rate and are recognized when the services are completed. Education services include courses taught by the Company’s instructors or third-party contractors either at one of the Company’s facilities or at the customer’s site. Education services fees are recognized as revenue after the course has been provided. Based on the Company’s analysis of such other professional services transactions sold on a stand-alone basis, the Company has concluded it has established VSOE for such other professional services when sold in connection with a multiple-element sales arrangement. The Company generally performs its other professional services within 90 days of entering into an agreement. The Company’s determination of fair value for other professional services has not changed for the periods presented.
The Company has analyzed all of the undelivered elements included in its multiple-element sales arrangements and determined that VSOE of fair value exists to allocate revenues to services. Accordingly, assuming all basic revenue recognition criteria are met, software revenue is recognized upon delivery of the software license using the residual method.
The Company considers the four basic revenue recognition criteria for each of the elements as follows:
• | 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. |
The Company’s sales arrangements generally do not include acceptance clauses. However, if an arrangement does include an acceptance clause, revenue for such an arrangement is deferred and recognized upon acceptance. Acceptance occurs
56
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
upon the earliest of receipt of a written customer acceptance, waiver of customer acceptance or expiration of the acceptance period.
Net Income per Common Share
Basic net income per common share is computed by dividing net income by the weighted average number of common shares during the period. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, vesting of restricted stock units and shares to be purchased under the Employee Stock Purchase Plan. The dilutive effect of such potential common shares is reflected in diluted earnings per share by application of the treasury stock method.
The following table sets forth the computation of basic and diluted net income per common share:
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income | $ | 64,064 | $ | 53,209 | $ | 31,940 | ||||||
Basic net income per common share: | ||||||||||||
Basic weighted average shares outstanding | 46,976 | 45,463 | 44,089 | |||||||||
Basic net income per common share | $ | 1.36 | $ | 1.17 | $ | 0.72 | ||||||
Diluted net income per common share: | ||||||||||||
Basic weighted average shares outstanding | 46,976 | 45,463 | 44,089 | |||||||||
Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan | 2,666 | 2,867 | 3,112 | |||||||||
Diluted weighted average shares outstanding | 49,642 | 48,330 | 47,201 | |||||||||
Diluted net income per common share | $ | 1.29 | $ | 1.10 | $ | 0.68 | ||||||
The following table summarizes the potential outstanding common stock equivalents of the Company at the end of each period, which have been excluded from the computation of diluted net income per common share, as its effect is anti-dilutive.
Year Ended March 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Stock options and restricted stock units | 964 | 554 | 626 | ||||||
Software Development Costs
Research and development expenditures are charged to operations as incurred. Based on the Company’s software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release are immaterial.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable consist of amounts due to the Company from normal business activities. The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company estimates uncollectible amounts based upon historical bad debts, evaluation of current customer receivable balances, age of customer receivable balances, the customer’s financial condition and current economic trends.
57
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
Accounting for Income Taxes
As part of the process of preparing financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating actual current tax exposure, including assessing the risks associated with tax audits, and assessing temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. As of March 31, 2014, the Company had net deferred tax assets of approximately $46,703, which were primarily related to federal and state research tax credit carryforwards, stock-based compensation and deferred revenue. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent that the Company believes recovery is not likely, the Company establishes a valuation allowance. As of March 31, 2014, the Company maintains a valuation allowance against its deferred tax assets totaling $1,343 primarily related to the uncertainty of the Company’s ability to utilize New Jersey state research tax credits before they expire. The Company based its valuation allowance on its estimates of taxable income by legal entity and the period over which its state research tax credits will be recoverable.
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in each of its tax jurisdictions. The number of years with open tax audits varies depending on the tax jurisdiction. A number of years may lapse before a particular matter is audited and finally resolved. The Company applies the guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.
As of March 31, 2014, the Company had unrecognized tax benefits of $4,113, all of which, if recognized, would favorably affect the effective tax rate. In addition, the Company had accrued interest and penalties of $555 related to the unrecognized tax benefits. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense. Components of the reserve are classified as either current or long-term in the Consolidated Balance Sheet based on when the Company expects each of the items to be settled.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with maturities of three months or less at the date of purchase to be cash equivalents. As of March 31, 2014, the Company’s cash and cash equivalents balance consisted primarily of money market funds.
Short-term Investments
Short-term investments consist of investments with maturities of twelve months or less that do not meet the criteria to be cash equivalents. The company determines classification of the investment as trading, available-for-sale or held-to-maturity at the time of purchase and reevaluates classification whenever changes in circumstances indicate changes in classification may be necessary. The Company’s current short-term investments are classified as held-to-maturity. Held-to-maturity investments consist of securities that the Company has the intent and ability to retain until maturity. Held-to-maturity investments are initially recorded at cost and adjusted for the amortization of discounts from the date of purchase through maturity. Income related to investments is recorded as interest income in the Consolidated Statement of Income. Cash inflows and outflows related to the sale, maturity and purchase of investments are classified as investing activities in the Company’s Consolidated Statements of Cash Flows.
Concentration of Credit Risk
The Company grants credit to customers in a wide variety of industries worldwide and generally does not require collateral. Credit losses relating to these customers have been minimal.
Sales through the Company’s distribution agreement with Arrow Enterprise Computing Solutions, Inc. (“Arrow”) totaled approximately 31%, 29% and 26% of total revenues for the years ended March 31, 2014, 2013 and 2012, respectively. Arrow accounted for approximately 41% and 39% of total accounts receivable as of March 31, 2014 and 2013, respectively.
The Company has a non-exclusive distribution agreement covering our North American markets with Avnet Technology Solutions (“Avnet”), a subsidiary of Avnet, Inc. Avnet accounted for 11% of accounts receivable as of March 31, 2014.
58
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
The Company currently has a worldwide reseller agreement with Dell Inc. (“Dell”). The reseller agreement with Dell provides them the right to market, resell and distribute certain of the Company’s products to end user customers. Historically, there was also an original equipment manufacturer agreement with Dell, which was terminated in December of 2013. The Company believes the termination of this agreement will not have a material effect on the business.
Sales through both agreements (reseller and original equipment manufacturer) with Dell accounted for 15% and 20% of total revenues for the years ended March 31, 2014 and 2013, respectively. Revenue transacted through Dell as a percentage of total revenue is expected to continue to decline as the Company transitions Dell related end-user customers to alternative distribution channels.
Fair Value of Financial Instruments
The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these instruments. As of March 31, 2014, the Company’s short-term investments balance consisted of U.S. Treasury Bills. At of March 31, 2013, the Company’s short-term investments balance consisted of certificates of deposit.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for such asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following table summarizes the composition of the Company’s financial assets measured at fair value on a recurring basis at March 31, 2014 and March 31, 2013:
March 31, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Cash equivalents | $ | 326,952 | — | — | $ | 326,952 | |||||||||
Short-term investments | — | $ | 24,993 | — | $ | 24,993 | |||||||||
March 31, 2013 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Cash equivalents | $ | 342,458 | — | — | $ | 342,458 | ||||||||
Short-term investments | $ | 1,948 | — | — | $ | 1,948 | ||||||||
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets. Computer and related equipment is generally depreciated over eighteen months to three years and furniture and fixtures are generally depreciated over three to five years. Leasehold improvements are amortized over the shorter of the useful life of the improvement or the term of the related lease. Expenditures for routine maintenance and repairs are charged against operations. Major replacements, improvements and additions are capitalized.
Construction in progress is related to the construction or development of property (including land) and equipment that have not yet been placed in service for its intended use. Depreciation for equipment commences once it is placed in service and
59
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
depreciation for buildings and leasehold improvements commences once they are ready for intended use. Land is not depreciated.
Asset Retirement Obligation
A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related leasehold improvements are recorded at the time leasehold improvements are acquired. The Company maintains certain office space for which the lease agreement requires that the Company return the office space to its original condition upon vacating the premises. Accordingly, the balance of the asset retirement obligation was $577 as of March 31, 2014 and $525 as of March 31, 2013.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine the recoverability of its long-lived assets, the Company evaluates the estimated future undiscounted cash flows that are directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the long-lived asset. If the estimated future undiscounted cash flows demonstrate that recoverability is not probable, an impairment loss would be recognized. An impairment loss would be calculated based on the excess carrying amount of the long-lived asset over the long-lived asset’s fair value. The fair value would be determined based on valuation techniques such as a comparison to fair values of similar assets. There were no impairment charges recognized during the years ended March 31, 2014, 2013 and 2012.
Deferred Revenue
Deferred revenues represent amounts collected from, or invoiced to, customers in excess of revenues recognized. This results primarily from the billing of annual customer support agreements, as well as billings for other professional services fees that have not yet been performed by the Company and receipt of license fees that are deferred due to one of the revenue recognition criteria not being met. The value of deferred revenues will increase or decrease based on the timing of invoices and recognition of revenue. The Company expenses internal direct and incremental costs related to contract acquisition and origination as incurred.
Deferred revenue consists of the following:
March 31, | ||||||||
2014 | 2013 | |||||||
Current: | ||||||||
Deferred software revenue | $ | 666 | $ | 9,193 | ||||
Deferred services revenue | 165,477 | 143,774 | ||||||
166,143 | 152,967 | |||||||
Non-current: | ||||||||
Deferred services revenue | $ | 43,432 | $ | 31,303 | ||||
Total Deferred Revenue | 209,575 | 184,270 | ||||||
Accounting for Stock-Based Compensation
The Company utilizes the Black-Scholes pricing model to determine the fair value of non-qualified stock options on the dates of grant. Restricted stock units are measured based on the fair market values of the underlying stock on the date of grant. The Company recognizes stock-based compensation using the straight-line method for all stock awards.
The Company classifies benefits of tax deductions in excess of the compensation cost recognized (excess tax benefits) as a financing item cash inflow with a corresponding operating cash outflow. For the years ended March 31, 2014, 2013 and 2012, the Company included $28,337, $23,080, and $16,009, respectively, as a financing cash inflow.
60
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
Share Repurchases
The Company considers all shares repurchased as canceled shares restored to the status of authorized but unissued shares on the trade date. The aggregate purchase price of the shares of the Company’s common stock repurchased is reflected as a reduction to Stockholders’ Equity. The Company accounts for shares repurchased as an adjustment to common stock (at par value) with the excess repurchase price allocated between Additional Paid-in Capital and Accumulated Deficit. As a result of the Company’s stock repurchases in the fiscal year ended March 31, 2014, the Company reduced common stock and additional paid-in capital by $5,837 and increased accumulated deficit by $44,193.
Sales Tax
The Company records revenue net of sales tax.
Advertising Costs
The Company expenses advertising costs as incurred. Advertising expenses were $6,174, $4,646, and $4,582 for the years ended March 31, 2014, 2013 and 2012, respectively.
Shipping and Handling Costs
Shipping and handling costs are included in cost of revenues for all periods presented.
Foreign Currency Translation
The functional currencies of the Company’s foreign operations are deemed to be the local country’s currency. Assets and liabilities of the Company’s international subsidiaries are translated at their respective period-end exchange rates, and revenues and expenses are translated at average currency exchange rates for the period. The resulting balance sheet translation adjustments are included in Other Comprehensive Income (Loss) and are reflected as a separate component of Stockholders’ Equity.
Foreign currency transaction gains and losses are recorded in “General and administrative expenses” in the Consolidated Statements of Income. The Company recognized net foreign currency transaction gains of $324 and net foreign currency transaction losses of $275 and $232 in the years ended March 31, 2014, March 31, 2013 and March 31, 2012, respectively. The net foreign currency transaction gains and losses recorded in “General and administrative expenses” include settlement gains and losses on forward contracts disclosed below.
To date, the Company has selectively hedged its exposure to foreign currency transaction gains and losses on the balance sheet through the use of forward contracts, which were not designated as hedging instruments. The duration of forward contracts utilized for hedging the Company’s balance sheet exposure is generally one month to three months. As of March 31, 2014 and March 31, 2013, the Company did not have any forward contracts outstanding. The Company recorded net realized losses of $82 and $152 in general and administrative expenses related to the settlement of a forward exchange contracts in the years ended March 31, 2014 and 2013, respectively. In the future, the Company may enter into additional foreign currency-based hedging contracts to reduce its exposure to significant fluctuations in currency exchange rates on the balance sheet.
Comprehensive Income
Comprehensive income is defined to include all changes in equity, except those resulting from investments by stockholders and distribution to stockholders.
Impact of Recently Issued Accounting Standards
In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This amendment requires an entity to present, either on the face of the financial statement or in the notes, the effects on the line items of net income due to significant amounts reclassified out of accumulated other comprehensive income, as well as provide cross-references to other required reclassification disclosures, where applicable. The adoption of the new pronouncement on April 1, 2013 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows. There have been no amounts reclassified out of accumulated other comprehensive income in any periods presented.
61
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires an unrecognized tax benefit, or a portion of, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent the deferred tax asset is not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position; the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with the deferred tax asset. The amendments in this standard are effective for reporting periods beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Consolidated Financial Statements.
There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s financial position, results of operations or cash flows.
3. Property and Equipment
Property and equipment consist of the following:
March 31, | ||||||||
2014 | 2013 | |||||||
Construction in process | $ | 79,182 | $ | 10,162 | ||||
Computers, servers and other equipment | 27,827 | 25,513 | ||||||
Leasehold improvements | 8,911 | 8,279 | ||||||
Furniture and fixtures | 2,409 | 2,183 | ||||||
Purchased software | 2,291 | 1,970 | ||||||
120,620 | 48,107 | |||||||
Less: Accumulated depreciation and amortization | (31,719 | ) | (26,995 | ) | ||||
$ | 88,901 | $ | 21,112 | |||||
Construction in process at March 31, 2014 and 2013 is comprised of the purchase of land and related design and construction cost for the Company’s planned corporate campus headquarters, which the Company expects to finalize over approximately the next twelve months. The value of land included in construction in process at March 31, 2014 is $5,915. The Company recorded depreciation and amortization expense of $6,207, $4,939, and $4,484 for the years ended March 31, 2014, 2013 and 2012, respectively.
4. Accrued Liabilities
Accrued liabilities consist of the following:
March 31, | ||||||||
2014 | 2013 | |||||||
Compensation and related payroll taxes | $ | 35,813 | $ | 32,397 | ||||
Other | 40,353 | 23,180 | ||||||
$ | 76,166 | $ | 55,577 | |||||
62
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
5. Commitments and Contingencies
Leases
The Company leases various office and warehouse facilities under non-cancelable leases, which expire on various dates through September 2019. Future minimum lease payments under all operating leases at March 31, 2014 are as follows:
Year Ending March 31, | |||
2015 | $ | 11,009 | |
2016 | 5,646 | ||
2017 | 1,393 | ||
2018 | 762 | ||
2019 and thereafter | 519 | ||
$ | 19,329 | ||
Rent expenses were $11,405, $10,037, and $8,498 for the years ended March 31, 2014, 2013 and 2012, respectively.
Rent expense is calculated by amortizing total rental payments (net of any rental abatements, allowances and other rental concessions), on a straight-line basis, over the lease term. Accordingly, rent expense charged to operations differs from rent paid resulting in the Company recording deferred rent.
Purchase Commitments
The Company, in the normal course of business, enters into various purchase commitments for goods or services. Total non-cancellable purchase commitments as of March 31, 2014 are approximately $5,936 for fiscal 2015, $4,273 for fiscal 2016, $1,053 for fiscal 2017, $171 for fiscal 2018 and $12 for fiscal 2019, totaling $11,445 for all periods through fiscal 2019. These purchase commitments primarily result from contracts for the acquisition of IT infrastructure, marketing and software development services and the design and construction of the Company’s corporate campus headquarters.
The Company has certain software royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on a fixed cost per unit shipped or a fixed fee for unlimited units shipped over a designated period. Royalty expense, included in cost of software revenues, was $1,350 in fiscal 2014, $2,081 in fiscal 2013 and $1,611 in fiscal 2012.
Indemnifications
The Company offers a 90-day limited product warranty for its software. To date, costs related to this product warranty have not been material.
Legal Proceedings
In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. As of March 31, 2014, the Company is not aware of any asserted or unasserted claims, negotiations and legal actions that are both considered reasonably possible of occurring and also would require disclosure under the guidance.
The Company provides certain provisions within its software licensing agreements to indemnify its customers from any claim, suit or proceeding arising from alleged or actual intellectual property infringement. These provisions continue in perpetuity, along with the Company’s software licensing agreements. The Company has never incurred a liability relating to one of these indemnification provisions, and management believes that the likelihood of any future payout relating to these provisions is remote. Therefore, the Company has not recorded a liability during any period for these indemnification provisions.
6. Capitalization
As of March 31, 2014 and 2013, the Company had 250,000 shares of common stock and 50,000 shares of preferred stock authorized. As of March 31, 2014 and 2013 there were no shares of preferred stock outstanding.
63
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
On November 13, 2008, the Board of Directors of the Company adopted a Rights Plan and declared a dividend distribution of one Right for each outstanding share of common stock to shareholders of record on November 24, 2008. Each Right, when exercisable, entitles the registered holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, at a purchase price of eighty dollars per one one thousandth of a share, subject to adjustment. Of the 50,000 shares of preferred stock authorized under the Company’s certificate of incorporation, 150 have been designated as Series A Junior Participating Preferred.
The Rights will become exercisable following the tenth business day after (i) a person or group announces the acquisition of 15% or more of the Company’s common stock or (ii) commencement of a tender or exchange offer, the consummation of which would result in ownership by the person or group of 15% or more of the Company’s common stock. The Company is also entitled to redeem the Rights at $0.001 per right under certain circumstances. The Rights expire on November 14, 2018, if not exercised or redeemed.
Common Stock
The Company had 47,094 and 46,397 shares of common stock, par value $0.01, outstanding at March 31, 2014 and March 31, 2013, respectively.
During fiscal 2014, the Company repurchased $50,030 of common stock (775 shares) under its share repurchase program bringing the cumulative repurchases under the current program to $167,155. As of March 31, 2014, $100,002 remained in the stock repurchase authorization.
Shares Reserved for Issuance
The Company has reserved 7,590 shares to allow for the exercise of all outstanding options and vesting of restricted stock units at March 31, 2014.
7. Stock Plans
As of March 31, 2014, the Company maintains two stock incentive plans, the 1996 Stock Option Plan (the “Plan”) and the 2006 Long-Term Stock Incentive Plan (the “LTIP”).
Under the Plan, the Company may grant non-qualified stock options to purchase 11,705 shares of common stock to certain officers and employees. Stock options are granted at the discretion of the Board and expire 10 years from the date of the grant. At March 31, 2014, there were 572 options available for future grant under the Plan.
The LTIP permits the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance stock awards and stock unit awards based on, or related to, shares of the Company’s common stock. On each April 1, the number of shares available for issuance under the LTIP is increased, if applicable, such that the total number of shares available for awards under the LTIP as of any April 1 is equal to 5% of the number of outstanding shares of the Company’s common stock on that April 1. As of March 31, 2014, approximately 895 shares were available for future issuance under the LTIP.
As of March 31, 2014, the Company has granted non-qualified stock options and restricted stock units under its stock incentive plans. Equity awards granted by the Company under its stock incentive plans generally vest quarterly over a four-year period, except that the shares that would otherwise vest quarterly over the first twelve months do not vest until the first anniversary of the grant. However, from time to time the company grants equity awards that vest between one and three years. The Company anticipates that future grants under its stock incentive plans will continue to include both non-qualified stock options and restricted stock units.
The Company estimated the fair value of stock options granted using the Black-Scholes formula. The Company’s calculation of expected term life for fiscal 2014, and fiscal 2013 included a combination of actual exercise data and an assumption on when the remaining outstanding options with similar characteristics would be exercised based on the Company’s historical data. In determining expected life, the Company separates employees into groups that have historically exhibited similar behavior with regard to option exercises. The Company’s calculation of expected term life for fiscal 2012 was determined according to the “simplified method”, which is the mid-point between the vesting date and the end of the contractual term.
64
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
Expected volatility through September 30, 2012 was calculated based on a blended approach that included the historical volatility of a peer group, the implied volatility of the Company’s traded options with a remaining maturity greater than six months and the historical realized volatility of the Company’s common stock. Effective October 1, 2012, the Company excluded the historical volatility of a peer group in its expected volatility calculation due to the fact that the Company’s common stock has been publicly traded for a period that approximates its weighted average expected term. As a result, expected volatility from October 1, 2012 to March 31, 2014 was calculated based on a blended approach that included the implied volatility of the Company’s traded options with a remaining maturity greater than six months and the historical realized volatility of the Company’s common stock.
The risk-free interest rate is determined by reference to U.S. Treasury yield curve rates with a remaining term that is approximately the expected life assumed at the date of grant. Forfeitures are estimated based on the Company’s historical analysis of actual stock option forfeitures.
The assumptions used in the Black-Scholes option-pricing model are as follows:
Year Ended March 31, | ||||||
2014 | 2013 | 2012 | ||||
Dividend yield | None | None | None | |||
Expected volatility | 42% - 47% | 45% - 50% | 42% - 47% | |||
Weighted average expected volatility | 45% | 47% | 45% | |||
Risk-free interest rates | 0.70% - 2.11% | 0.60% - 1.40% | 1.06% - 2.56% | |||
Weighted average expected life (in years) | 6.9 | 6.2 | 6.2 | |||
The following summarizes the activity for the Company’s two stock incentive plans from March 31, 2011 to March 31, 2014:
Options | Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||
Outstanding at March 31, 2011 | 7,034 | $ | 13.75 | ||||||||||
Options granted | 1,240 | 41.74 | |||||||||||
Options exercised | (1,513 | ) | 11.98 | ||||||||||
Options forfeited | (99 | ) | 25.61 | ||||||||||
Options expired | (6 | ) | 8.23 | ||||||||||
Outstanding at March 31, 2012 | 6,656 | 19.19 | |||||||||||
Options granted | 1,289 | 60.07 | |||||||||||
Options exercised | (1,361 | ) | 13.32 | ||||||||||
Options forfeited | (129 | ) | 35.11 | ||||||||||
Options expired | (16 | ) | 11.24 | ||||||||||
Outstanding at March 31, 2013 | 6,439 | 28.31 | |||||||||||
Options granted | 1,035 | 85.91 | |||||||||||
Options exercised | (999 | ) | 17.62 | ||||||||||
Options forfeited | (87 | ) | 50.05 | ||||||||||
Options expired | — | — | |||||||||||
Outstanding at March 31, 2014 | 6,388 | $ | 39.03 | 6.32 | $ | 190,379 | |||||||
Vested or expected to vest at March 31, 2014 | 6,306 | $ | 38.31 | 6.26 | $ | 189,968 | |||||||
Exercisable at March 31, 2014 | 3,844 | $ | 21.61 | 4.79 | $ | 166,769 | |||||||
The weighted average fair value of stock options granted was $41.70 per share, $27.28 per share, and $18.77 per share during the years ended March 31, 2014, 2013 and 2012, respectively. The total intrinsic value of options exercised was $59,509,
65
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
$65,973, and $51,145 in the years ended March 31, 2014, 2013 and 2012, respectively. The Company’s policy is to issue new shares upon exercise of options as the Company does not hold shares in treasury.
The following table summarizes information on stock options outstanding under the Plan and LTIP at March 31, 2014:
Range of Exercise Prices | Options Outstanding at March 31, 2014 | Weighted-Average | Options Exercisable at March 31, 2014 | Weighted- Average Exercise Price | ||||||||||||
Remaining Contractual Life | Exercise Price | |||||||||||||||
$ 4.50 - 11.12 | 1,295 | 2.61 | $ | 7.52 | 1,295 | $ | 7.52 | |||||||||
11.87 - 26.83 | 1,858 | 5.06 | 20.62 | 1,690 | 20.06 | |||||||||||
27.02 - 56.57 | 1,926 | 7.94 | 47.54 | 842 | 45.32 | |||||||||||
58.25 - 86.64 | 406 | 9.09 | 76.30 | 17 | 73.64 | |||||||||||
87.20 | 903 | 9.54 | 87.20 | — | — | |||||||||||
$ 4.50 - 87.20 | 6,388 | 6.32 | $ | 39.03 | 3,844 | $ | 21.61 | |||||||||
Restricted stock unit activity is as follows:
Non-Vested Restricted Stock Units | Number of Awards | Weighted Average Grant Date Fair Value | |||||
Non-vested as of March 31, 2011 | 1,010 | $ | 21.27 | ||||
Granted | 623 | 42.07 | |||||
Vested | (439 | ) | 19.61 | ||||
Forfeited | (81 | ) | 27.14 | ||||
Non-vested as of March 31, 2012 | 1,113 | 33.24 | |||||
Granted | 613 | 57.01 | |||||
Vested | (442 | ) | 29.79 | ||||
Forfeited | (86 | ) | 37.49 | ||||
Non-vested as of March 31, 2013 | 1,198 | 46.45 | |||||
Granted | 562 | 84.66 | |||||
Vested | (473 | ) | 42.11 | ||||
Forfeited | (85 | ) | 53.57 | ||||
Non-vested as of March 31, 2014 | 1,202 | $ | 65.63 | ||||
The total fair value of the restricted stock units that vested during the years ended March 31, 2014, 2013 and 2012 was $37,584, $25,649 and $18,579, respectively.
The following table presents the stock-based compensation expense included in cost of services revenue, sales and marketing, research and development and general and administrative expenses for the years ended March 31, 2014, 2013 and 2012.
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Cost of services revenue | $ | 1,428 | $ | 963 | $ | 648 | ||||||
Sales and marketing | 20,813 | 13,508 | 9,818 | |||||||||
Research and development | 4,512 | 3,020 | 2,270 | |||||||||
General and administrative | 22,371 | 12,607 | 8,690 | |||||||||
Stock-based compensation expense | $ | 49,124 | $ | 30,098 | $ | 21,426 | ||||||
66
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
The Company recognized a tax benefit related to stock-based compensation of $15,940 in the year ended March 31, 2014, $8,901 in the year ended March 31, 2013 and $7,276 in the year ended March 31, 2012.
As of March 31, 2014, there was approximately $129,964 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock option and restricted stock unit awards that is expected to be recognized over a weighted average period of 2.60 years. To the extent the actual forfeiture rate is different from what the Company has anticipated, stock-based compensation related to these awards will be different from the Company’s expectations.
Employee Stock Purchase Plan
The Employee Stock Purchase Plan (the “Purchase Plan”) is a shareholder approved plan under which substantially all employees may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the Purchase Plan are limited to 10% of the employee’s salary and employees may not purchase more than $25 of stock during any calendar year. As of March 31, 2014, 3,000 shares were reserved for future issuance under the Purchase Plan. The Purchase Plan is considered compensatory and the fair value of the discount and look back provision are estimated using the Black-Scholes formula and recognized over the six month withholding period prior to purchase. The total expense associated with the Purchase Plan for fiscal 2014 is $395 and represents two months of the initial six month purchase period. As of March 31, 2014, there was approximately $800 of unrecognized cost related to the current purchase period of our Employee Stock Purchase Plan.
8. Income Taxes
The components of income before income taxes were as follows:
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic | $ | 89,946 | $ | 72,650 | $ | 43,526 | ||||||
Foreign | 11,364 | 9,304 | 6,466 | |||||||||
$ | 101,310 | $ | 81,954 | $ | 49,992 | |||||||
The components of income tax expense (benefit) were as follows:
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 34,406 | $ | 23,537 | $ | 18,716 | ||||||
State | 4,063 | 2,238 | 2,292 | |||||||||
Foreign | 5,207 | 5,073 | 2,037 | |||||||||
Deferred: | ||||||||||||
Federal | (5,453 | ) | (1,107 | ) | (3,196 | ) | ||||||
State | (616 | ) | 18 | (2,673 | ) | |||||||
Foreign | (361 | ) | (1,014 | ) | 876 | |||||||
$ | 37,246 | $ | 28,745 | $ | 18,052 | |||||||
67
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
A reconciliation of the statutory tax rates and the effective tax rates for the years ended March 31, 2014, 2013 and 2012 are as follows:
Year Ended March 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Statutory federal income tax expense rate | 35.0 | % | 35.0 | % | 35.0 | % | |||
State and local income tax expense, net of federal income tax effect | 2.5 | 2.5 | 2.6 | ||||||
Impact of limit on executive compensation | 1.5 | 0.8 | — | ||||||
Impact of state tax rate change on deferred tax assets | — | — | 1.0 | ||||||
Foreign earnings taxed at different rates | 0.7 | 0.4 | 1.8 | ||||||
Domestic permanent differences | 0.3 | 1.1 | 3.0 | ||||||
Foreign tax credits | (1.3 | ) | (1.4 | ) | (1.4 | ) | |||
Research credits | (1.9 | ) | (3.0 | ) | (2.7 | ) | |||
Tax reserves | (0.8 | ) | 0.1 | — | |||||
Change in valuation allowance | — | — | (3.2 | ) | |||||
Other differences, net | 0.8 | (0.4 | ) | — | |||||
Effective income tax expense | 36.8 | % | 35.1 | % | 36.1 | % | |||
Deferred tax assets arise due to the recognition of income and expense items for tax purposes, which differ from those used for financial statement purposes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent that the Company believes recovery is not likely, the Company establishes a valuation allowance. The significant components of the Company’s deferred tax assets are as follows:
March 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Stock-based compensation | $ | 23,261 | $ | 15,198 | ||||
Tax credits | 10,268 | 13,613 | ||||||
Deferred revenue | 9,266 | 7,236 | ||||||
Depreciation and amortization | 2,383 | 2,005 | ||||||
Accrued expenses | 1,240 | 1,234 | ||||||
Allowance for doubtful accounts and other reserves | 943 | 1,000 | ||||||
Net operating losses | 724 | 1,603 | ||||||
Total deferred tax assets | 48,085 | 41,889 | ||||||
Less: valuation allowance | (1,382 | ) | (1,395 | ) | ||||
Net deferred tax assets | $ | 46,703 | $ | 40,494 | ||||
At March 31, 2014 the Company maintained valuation allowances totaling $1,382 against its deferred tax assets. Specifically, the Company has a valuation allowance of $1,343 against New Jersey state research tax credits due to uncertainties related to the ability to utilize such state research tax credits before they expire. The Company based its valuation allowance on its estimates of taxable income by legal entity and the period over which its state research tax credits will be recoverable. In addition, the Company has a valuation allowance of $39 against foreign net operating loss carryforwards in a certain international jurisdiction. In assessing the need for a valuation allowance against its net operating loss carryforwards in such international jurisdiction, the Company considered projected future income as part of its analysis.
It is the Company’s intention to reinvest undistributed earnings of its foreign subsidiaries and thereby infinitely postpone their remittance. As a result, deferred U.S. income taxes have not been provided on undistributed earnings of foreign subsidiaries of the Company. In the event we needed to repatriate funds from outside of the United States, such repatriation would likely be subject to restrictions by local laws and/or tax consequences including foreign withholding taxes or U.S.
68
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
income taxes. It is not currently practical to estimate the legal restrictions or tax liability that would arise from such repatriations. The cumulative amount of unremitted earnings from the foreign subsidiaries that is expected to be permanently reinvested was approximately $14,124 on March 31, 2014.
Excess tax benefits related to share-based payments are credited to equity. When determining this excess tax benefit, the Company elected to follow the tax law approach. As a result, the Company’s excess tax benefit which was recorded to equity was approximately $28,416 and $23,126 for the years ended March 31, 2014 and 2013, respectively.
At March 31, 2014, the Company has foreign net operating loss (NOL) carryforwards of approximately $3,332. At March 31, 2014, the Company has federal and state research tax credit (R&D credits) carryforwards of approximately $5,241 and $4,782, respectively. The federal research tax credit carryforwards expire from 2032 through 2034, and the state research tax credit carryforwards expire from 2016 through 2029. At March 31, 2014, the Company has federal Alternative Minimum Tax credit carryforwards of $1,586.
The Company conducts business globally and as a result, files income tax returns in the United States and in various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Australia, Canada, Germany, Netherlands and United Kingdom. The Company's Federal income tax return for the year ended March 31, 2011 is currently under audit. Additionally, the Company’s German subsidiary’s income tax returns for the fiscal years ended March 31, 2006 through March 31, 2011 are currently under audit by the German tax authorities. The following table summarizes the tax years in the Company’s major tax jurisdictions that remain subject to income tax examinations by tax authorities as of March 31, 2014. The years subject to income tax examination in the Company’s foreign jurisdictions cover the maximum time period with respect to these jurisdictions. Due to NOL carryforwards, in some cases the tax years continue to remain subject to examination with respect to such NOLs.
Tax Jurisdiction | Years Subject to Income Tax Examination |
U.S. Federal | 2004 - Present |
New Jersey | 2002 - Present |
Foreign jurisdictions | 2006 - Present |
69
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in each of its tax jurisdictions. The number of years with open tax audits varies depending on the tax jurisdiction. A number of years may lapse before a particular matter is audited and finally resolved. A reconciliation of the amounts of unrecognized tax benefits is as follows:
Balance at March 31, 2011 | $ | 4,481 | |
Additions for tax positions related to fiscal 2012 | 582 | ||
Additions for tax positions related to prior years | 96 | ||
Settlements and effective settlements with tax authorities and remeasurements | — | ||
Reductions related to the expiration of statutes of limitations | (390 | ) | |
Foreign currency translation adjustment | (70 | ) | |
Balance at March 31, 2012 | 4,699 | ||
Additions for tax positions related to fiscal 2013 | 401 | ||
Additions for tax positions related to prior years | — | ||
Settlements and effective settlements with tax authorities and remeasurements | (511 | ) | |
Reductions related to the expiration of statutes of limitations | — | ||
Foreign currency translation adjustment | (19 | ) | |
Balance at March 31, 2013 | 4,570 | ||
Additions for tax positions related to fiscal 2014 | 316 | ||
Additions for tax positions related to prior years | 433 | ||
Settlements and effective settlements with tax authorities and remeasurements | (1,283 | ) | |
Reductions related to the expiration of statutes of limitations | — | ||
Foreign currency translation adjustment | 77 | ||
Balance at March 31, 2014 | $ | 4,113 | |
All of the Company’s unrecognized tax benefits at March 31, 2014 of $4,113, if recognized, would favorably affect the effective tax rate. Components of the reserve are classified as either current or long-term in the Consolidated Balance Sheet based on when the Company expects each of the items to be settled.
Accordingly, the Company has recorded its unrecognized tax benefits of $4,113 and $4,570 and the related accrued interest and penalties of $555 and $842 in Other Liabilities on the Consolidated Balance Sheet at March 31, 2014 and March 31, 2013, respectively. The Company believes that it is reasonably possible that approximately $1,507 of its currently remaining unrecognized tax benefits and approximately $253 of related accrued interest and penalties may be realized by the end of the fiscal year ending March 31, 2015 as a result of the lapse of the statute of limitations. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense. In the years ended March 31, 2014, 2013 and 2012, the Company recognized $89, $107 and $117, respectively, of interest and penalties in the Consolidated Statement of Income.
9. Employee Benefit Plan
The Company has a defined contribution plan, as allowed under Section 401(k) of the Internal Revenue Code, covering substantially all employees. Effective January 1, 2012, the Company makes contributions equal to a discretionary percentage of the employee’s contributions determined by the Company. During the years ended March 31, 2014 and 2013, the Company made contributions of $1,451 and $1,132, respectively.
70
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
10. Segment Information
The Company operates in one reportable segment, storage software solutions. The Company’s products and services are sold throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker, the chief executive officer, evaluates the performance of the Company presented on a consolidated basis, accompanied by information about revenue by geographic region for purposes of tracking distribution of resources and analyzing overall return on investment for both domestic and international operations. The chief operating decision maker does not receive discrete financial information about asset allocation, expense allocation or profitability from the Company’s storage products or services.
Revenues by geography are based upon the billing address of the customer. All transfers between geographic regions have been eliminated from consolidated revenues. The following table sets forth revenue and long-lived assets by geographic area:
Year Ended March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue: | ||||||||||||
United States | $ | 333,700 | $ | 288,370 | $ | 248,749 | ||||||
Other | 252,640 | 207,480 | 157,890 | |||||||||
$ | 586,340 | $ | 495,850 | $ | 406,639 | |||||||
No individual country other than the United States accounts for 10% or more of revenues in the years ended March 31, 2014, 2013 and 2012. Revenue included in the “Other” caption above primarily relates to the Company’s operations in Europe, Australia, Canada and Asia.
March 31, | ||||||||
2014 | 2013 | |||||||
Long-lived assets: | ||||||||
United States | $ | 89,523 | $ | 22,046 | ||||
Other | 6,593 | 6,144 | ||||||
$ | 96,116 | $ | 28,190 | |||||
At March 31, 2014 no other individual country, other than the United States, accounts for 10% or more of long-lived assets.
71
CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)
11. Selected Quarterly Financial Data (unaudited)
Quarter Ended | ||||||||||||||||
June 30 | September 30 | December 31 | March 31 | |||||||||||||
Fiscal 2014 | ||||||||||||||||
Total revenue | $ | 134,408 | $ | 141,863 | $ | 153,250 | $ | 156,819 | ||||||||
Gross margin | 116,630 | 123,707 | 134,752 | 136,950 | ||||||||||||
Net income | 13,462 | 17,354 | 17,591 | 15,657 | ||||||||||||
Net income per common share: | ||||||||||||||||
Basic (1) | $ | 0.29 | $ | 0.37 | $ | 0.37 | $ | 0.33 | ||||||||
Diluted (1) | $ | 0.27 | $ | 0.35 | $ | 0.35 | $ | 0.32 | ||||||||
Quarter Ended | ||||||||||||||||
June 30 | September 30 | December 31 | March 31 | |||||||||||||
Fiscal 2013 | ||||||||||||||||
Total revenue | $ | 111,267 | $ | 118,162 | $ | 128,147 | $ | 138,274 | ||||||||
Gross margin | 95,977 | 102,819 | 111,684 | 120,418 | ||||||||||||
Net income | 10,125 | 13,899 | 12,200 | 16,985 | ||||||||||||
Net income per common share: | ||||||||||||||||
Basic (1) | $ | 0.23 | $ | 0.31 | $ | 0.27 | $ | 0.37 | ||||||||
Diluted (1) | $ | 0.21 | $ | 0.29 | $ | 0.25 | $ | 0.35 | ||||||||
(1) | Per common share amounts for the quarters and full year have been calculated separately. Accordingly, quarterly amounts do not add to the annual amount because of differences in the weighted average common shares outstanding during each period used in the basic and diluted calculations. |
12. Subsequent Event
On April 24, 2014, the Company’s Board of Directors authorized a $50,000 increase to the Company’s existing stock repurchase program. As a result, the Company may repurchase an additional $150,002 of its common stock through March 31, 2015.
72
Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |
Not applicable
Item 9A. | Controls and Procedures |
(a) | Evaluation of Disclosure Controls and Procedures |
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of March 31, 2014. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2014.
(b) | Management’s Report on Internal Control over Financial Reporting |
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) of the Exchange Act. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of any internal control may vary over time.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of March 31, 2014. In making this assessment, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (1992).
Based on our assessment, using those criteria, our management concluded that, as of March 31, 2014, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of March 31, 2014 has been audited by Ernst & Young LLP, our independent registered public accounting firm, as stated in their report, which is included below in this Annual Report on Form 10-K.
(c) | Changes in Internal Control over Financial Reporting |
There was no change in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
73
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
The Board of Directors and Stockholders of CommVault Systems, Inc.
We have audited CommVault System, Inc.’s internal control over financial reporting as of March 31, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). CommVault Systems, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect and correct misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, CommVault Systems, Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CommVault Systems, Inc. as of March 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended March 31, 2014 of CommVault Systems, Inc. and our report dated May 2, 2014 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
MetroPark, New Jersey
May 2, 2014
74
Item 9B. | Other Information |
Not applicable
PART III
Item 10. | Directors, Executive Officers and Corporate Governance |
We will furnish to the SEC a definitive Proxy Statement not later than 120 days after the close of the fiscal year ended March 31, 2014. Information with respect to this Item is incorporated herein by reference from our 2014 Proxy Statement, including in the sections captioned, “Our Board of Directors” and “Corporate Governance”.
Our Board of Directors has adopted a code of business ethics and conduct, which applies to all our employees. The code of business ethics and conduct is in addition to our code of ethics for senior financial officers. The full texts of our code of business ethics and conduct and our code of ethics for senior financial officers can be found on our website, www.commvault.com.
Item 11. | Executive Compensation |
Information with respect to this Item is incorporated herein by reference from our 2014 Proxy Statement, including in the section captioned “Compensation Discussion and Analysis”.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Information with respect to this Item is incorporated herein by reference from our 2014 Proxy Statement, including in the section captioned “Security Ownership of Certain Beneficial Ownership and Management”.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information as of March 31, 2014 with respect to the shares of our common stock that may be issuable upon the exercise of options, warrants and rights under or existing equity compensation plans. The following information is as of March 31, 2014:
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | ||||||||
Equity compensation plans approved by security holders(1) | 7,589,578 | $ | 39.03 | 1,467,004 | ||||||
Equity compensation plans not approved by security holder | — | — | — | |||||||
Totals | 7,589,578 | $ | 39.03 | 1,467,004(2) | ||||||
(1) | Consists of shares of common stock to be issued upon exercise of outstanding options and vesting of restricted stock awards under our 1996 Stock Option Plan and 2006 Long-Term Stock Incentive Plan. These amounts do not include potentially issuable shares under the Employee Stock Purchase Plan. The company has reserved 3,000,000 shares for the future issuance of shares under the Employee Stock Purchase Plan. |
(2) | On each April 1, the number of shares available for issuance under the 2006 Long-Term Stock Incentive Plan is increased, if applicable, such that the total number of shares available for awards under the 2006 Long-Term Stock Incentive Plan as of any April 1 is equal to 5% of the number of outstanding shares of our common stock on that April 1. |
75
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Information with respect to this Item is incorporated herein by reference from our 2014 Proxy Statement, including in the section captioned, “Transactions with Related Persons”.
Item 14. | Principal Accountant Fees and Services |
Information with respect to this Item is incorporated herein by reference from our 2014 Proxy Statement, including in the sections captioned “Audit, Audit-related, Tax and All Other Fees”.
PART IV
Item 15. | Exhibits and Financial Statement Schedules |
Financial Statements
See “Index to Consolidated Financial Statements” set forth in Item 8 for a list of financial statements filed as part of this report.
Financial Statement Schedules
The following financial statement schedule should be read in conjunction with the Consolidated Financial Statements set forth in Item 8 and appears below:
Schedule II — Valuation and Qualifying Accounts for the years ended March 31, 2012, 2013 and 2014.
All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.
Schedule II — Valuation and Qualifying Accounts
Balance at Beginning of Year | Charged (Credited) to Costs and Expenses | Deductions | Balance at End of Year | |||||||||||||
(In thousands) | ||||||||||||||||
Year Ended March 31, 2012 | ||||||||||||||||
Allowance for doubtful accounts | $ | 106 | $ | (2 | ) | $ | 7 | $ | 97 | |||||||
Valuation allowance for deferred taxes | $ | 4,306 | $ | (2,886 | ) | $ | — | $ | 1,420 | |||||||
Year Ended March 31, 2013 | ||||||||||||||||
Allowance for doubtful accounts | $ | 97 | $ | 12 | $ | 6 | $ | 103 | ||||||||
Valuation allowance for deferred taxes | $ | 1,420 | $ | — | $ | 25 | $ | 1,395 | ||||||||
Year Ended March 31, 2014 | ||||||||||||||||
Allowance for doubtful accounts | $ | 103 | $ | 8 | $ | — | $ | 111 | ||||||||
Valuation allowance for deferred taxes | $ | 1,395 | $ | — | $ | 13 | $ | 1,382 | ||||||||
76
Exhibits
The following exhibits are incorporated by reference or filed herewith.
Exhibit No. | Description |
3.1 | Amended and Restated Certificate of Incorporation of CommVault Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Registrant’s 8-K dated April 25, 2014). |
3.2 | Amended and Restated Bylaws of CommVault Systems, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
3.3 | Certification of Designation of Series A Junior Participating Preferred Stock of CommVault Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K dated November 14, 2008). |
4.1 | Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
4.2 | Rights Agreement between CommVault Systems, Inc. and Registrar and Transfer Company (Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K dated November 14, 2008). |
9.1 | Form of Voting Trust Agreement (Incorporated by reference to Exhibit 9.1 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.1* | CommVault Systems, Inc. 1996 Stock Option Plan, as amended (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.2* | Form of CommVault Systems, Inc. 2006 Long-Term Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.3* | Form of Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.4* | Form of Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2007). |
10.5* | Employment Agreement, dated as of February 1, 2004, between CommVault Systems, Inc. and N. Robert Hammer (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.6* | Form of Employment Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.7* | Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.8* | Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Brian Carolan, David West and Ron Miiller (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.9* | Form of Indemnity Agreement between CommVault Systems, Inc. and each of its current officers and directors (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
10.10* | CommVault Systems, Inc. Employee Stock Purchase Plan dated December 9, 2013 |
* | Management contract or compensatory plan or arrangement. |
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Exhibit No. | Description |
21.1 | List of Subsidiaries of CommVault Systems, Inc. |
23.1 | Consent of Ernst & Young LLP |
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS | XBRL Instance Document |
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 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oceanport, State of New Jersey, on May 2, 2014.
COMMVAULT SYSTEMS, INC. | |
By: | /s/ N. ROBERT HAMMER |
N. Robert Hammer | |
Chairman, President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on May 2, 2014.
Signature | Title | |
/s/ N. ROBERT HAMMER | Chairman, President and Chief Executive Officer | |
N. Robert Hammer | ||
/s/ BRIAN CAROLAN | Vice President, Chief Financial Officer | |
Brian Carolan | ||
/s/ GARY MERRILL | Vice President, Chief Accounting Officer | |
Gary Merrill | ||
/s/ ALAN G. BUNTE | Director | |
Alan G. Bunte | ||
/s/ FRANK J. FANZILLI, JR. | Director | |
Frank J. Fanzilli, Jr. | ||
/s/ ARMANDO GEDAY | Director | |
Armando Geday | ||
/s/ KEITH GEESLIN | Director | |
Keith Geeslin | ||
/s/ F. ROBERT KURIMSKY | Director | |
F. Robert Kurimsky | ||
/s/ DANIEL PULVER | Director | |
Daniel Pulver | ||
/s/ GARY SMITH | Director | |
Gary Smith | ||
/s/ DAVID F. WALKER | Director | |
David F. Walker | ||
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