Edgar Filing: COMMVAULT SYSTEMS INC

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: June 30, 2013

¨	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
(Address of principal executive offices)		(Zip Code)

(732) 870-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by the Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically 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 x No ¨

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 “accelerated filer and large accelerated filer” in rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of July 23, 2013, there were 46,732,057 shares of the registrant’s common stock, $0.01 par value, outstanding.

COMMVAULT SYSTEMS, INC.

FORM 10-Q

INDEX


		Page

Part I – FINANCIAL INFORMATION

Item 1.	Financial Statements and Notes

	Consolidated Balance Sheets as of June 30, 2013 (unaudited) and March 31, 2013		1

	Unaudited Consolidated Statements of Income for the three months ended June 30, 2013 and 2012		2

	Unaudited Consolidated Statements of Comprehensive Income for the three months ended June 30, 2013 and 2012		3

	Unaudited Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2013		4

	Unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2013 and 2012		5

	Notes to Consolidated Financial Statements (unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		25

Item 4.	Controls and Procedures		25

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings		27

Item 1A.	Risk Factors		27

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds		27

Item 3.	Defaults Upon Senior Securities		27

Item 4.	Mine Safety Disclosures		27

Item 5.	Other Information		27

Item 6.	Exhibits		27

SIGNATURES			28

Exhibit Index			29

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

CommVault Systems, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2013			March 31, 2013
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	458,818		$	433,964
Short-term investments		—			1,948
Trade accounts receivable, less allowance for doubtful accounts of $102 at June 30, 2013 and $103 at March 31, 2013		75,219			85,033
Prepaid expenses and other current assets		12,032			15,225
Deferred tax assets, net		21,128			19,328

Total current assets		567,197			555,498

Deferred tax assets, net		23,138			21,166
Property and equipment, net		35,459			21,112
Other assets		6,948			7,078

Total assets	$	632,742		$	604,854


Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,584		$	3,860
Accrued liabilities		44,130			55,577
Deferred revenue		156,556			152,967

Total current liabilities		206,270			212,404

Deferred revenue, less current portion		32,641			31,303
Other liabilities		7,107			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 June 30, 2013 and March 31, 2013		—			—
Common stock, $0.01 par value: 250,000 shares authorized, 46,635 shares and 46,397 shares issued and outstanding at June 30, 2013 and March 31, 2013, respectively		466			464
Additional paid-in capital		412,631			391,772
Accumulated deficit		(24,468	)		(37,930	)
Accumulated other comprehensive loss		(1,905	)		(289	)

Total stockholders’ equity		386,724			354,017

Total liabilities and stockholders’ equity	$	632,742		$	604,854

See accompanying unaudited notes to consolidated financial statements

CommVault Systems, Inc.

Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,
	2013		2012

Revenues:
Software	$	65,299	$	54,235
Services		69,109		57,032

Total revenues		134,408		111,267

Cost of revenues:
Software		655		678
Services		17,123		14,612

Total cost of revenues		17,778		15,290


Gross margin		116,630		95,977

Operating expenses:
Sales and marketing		67,201		56,387
Research and development		12,851		10,951
General and administrative		13,728		11,090
Depreciation and amortization		1,453		1,133


Income from operations		21,397		16,416

Interest income		242		236


Income before income taxes		21,639		16,652

Income tax expense		8,177		6,527


Net income	$	13,462	$	10,125


Net income per common share:
Basic	$	0.29	$	0.23

Diluted	$	0.27	$	0.21


Weighted average common shares outstanding:
Basic		46,542		44,761

Diluted		49,289		47,582

See accompanying unaudited notes to consolidated financial statements

CommVault Systems, Inc.

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three Months Ended June 30,
	2013			2012

Net income	$	13,462		$	10,125

Other comprehensive loss:
Foreign currency translation adjustment		(1,616	)		(522	)


Comprehensive income	$	11,846		$	9,603

See accompanying unaudited notes to consolidated financial statements

CommVault Systems, Inc.

Consolidated Statement of Stockholders’ Equity

(In thousands)

(Unaudited)


										Accumulated
					Additional					Other
	Common Stock				Paid – In		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Loss			Total

Balance as of March 31, 2013		46,397	$	464	$	391,772	$	(37,930	)	$	(289	)	$	354,017
Stock-based compensation						9,508								9,508
Tax benefits relating to stock-based payments						8,296								8,296
Exercise of common stock options and vesting of restricted stock units		238		2		3,055								3,057
Net income								13,462						13,462
Foreign currency translation adjustment											(1,616	)		(1,616	)

Balance as of June 30, 2013		46,635	$	466	$	412,631	$	(24,468	)	$	(1,905	)	$	386,724

See accompanying unaudited notes to consolidated financial statements

CommVault Systems, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended June 30,
	2013			2012

Cash flows from operating activities
Net income	$	13,462		$	10,125
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,473			1,160
Noncash stock-based compensation		9,508			5,928
Excess tax benefits from stock-based compensation		(8,285	)		(3,060	)
Deferred income taxes		(3,994	)		237

Changes in operating assets and liabilities:
Trade accounts receivable		9,050			10,304
Prepaid expenses and other current assets		3,150			686
Other assets		47			664
Accounts payable		217			384
Accrued liabilities		(7,192	)		(7,385	)
Deferred revenue		7,182			(1,240	)
Other liabilities		(44	)		106

Net cash provided by operating activities		24,574			17,909

Cash flows from investing activities
Purchase of short-term investments		—			(1,948	)
Proceeds from maturity of short-term investments		1,948			3,146
Purchases for corporate campus headquarters		(8,715	)		(222	)
Purchase of property and equipment		(1,312	)		(1,459	)

Net cash used in investing activities		(8,079	)		(483	)

Cash flows from financing activities
Proceeds from the exercise of stock options		3,057			2,751
Excess tax benefits from stock-based compensation		8,285			3,060

Net cash provided by financing activities		11,342			5,811

Effects of exchange rate – changes in cash		(2,983	)		(2,190	)


Net increase in cash and cash equivalents		24,854			21,047
Cash and cash equivalents at beginning of period		433,964			297,088


Cash and cash equivalents at end of period	$	458,818		$	318,135


Supplemental disclosures of cash flow information
Purchases for corporate campus headquarters in accounts payable and accrued expenses	$	5,897			—

See accompanying unaudited notes to consolidated financial statements

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited

(In thousands, except per share data)

1.	Basis of Presentation

CommVault Systems, Inc. and its subsidiaries (“CommVault” 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 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.

The consolidated financial statements as of June 30, 2013 and for the three months ended June 30, 2013 and 2012 are unaudited, and in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10-K for fiscal 2013. The results reported in these financial statements should not necessarily be taken as indicative of results that may be expected for the entire fiscal year.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments and estimates that affect the amounts reported in 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.

2.	Summary of Significant Accounting Policies

There have been no significant changes in the Company’s accounting policies during the three months ended June 30, 2013 as compared to the significant accounting policies described in its Annual Report on Form 10-K for the year ended March 31, 2013.

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 of these sources.

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 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

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited (continued)

(In thousands, except per share data)

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.

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, assessment and design services, installation services and training. 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, assessment and design services and installation 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, assessment and design services and installation services are based upon a daily or weekly rate and are recognized when the services are completed. Training includes 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. Training fees are recognized as revenue after the training 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.

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited (continued)

(In thousands, except per share data)

•

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.

•

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 upon the earliest of receipt of a written customer acceptance, waiver of customer acceptance or expiration of the acceptance period.

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 billings for 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:


	June 30, 2013		March 31, 2013
Current:
Deferred software revenue	$	9,176	$	9,193
Deferred services revenue		147,380		143,774

	$	156,556	$	152,967

Non-current:
Deferred services revenue	$	32,641	$	31,303

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 reseller and original equipment manufacturer agreements with Dell totaled 20% and 22% of total revenues for the three months ended June 30, 2013 and 2012. Dell accounted for 20% and 23% of accounts receivable as of June 30, 2013 and March 31, 2013, respectively. Sales through the Company’s distribution agreement with Arrow Enterprise Computing Solutions, Inc. (“Arrow”) totaled 29% and 27% of total revenues for the three months ended June 30, 2013 and 2012, respectively. Arrow accounted for approximately 37% and 39% of total accounts receivable as of June 30, 2013 and March 31, 2013, respectively.

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, 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

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited (continued)

(In thousands, except per share data)

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 June 30, 2013 and March 31, 2013:


	June 30, 2013		March 31, 2013
Cash and cash equivalents:
Money market funds	$	367,101	$	342,458

All of the Company’s financial instruments in the table above were classified and measured as Level I instruments.

Recently Issued Accounting Standards

In February 2013, the Financial Accounting Standards Board (the “FASB”) issued new guidance for the reporting of amounts reclassified out of accumulated other comprehensive income. The new guidance requires the presentation of amounts reclassified out of accumulated other comprehensive income by the respective line items of net income where the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. The new guidance also requires disclosures to present current period reclassifications out of accumulated other comprehensive income and other amounts of current period other comprehensive income separately for each component of other comprehensive income on the face of the financial statements or in the footnotes. The adoption of the new pronouncement 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.

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:


	June 30, 2013			March 31, 2013
Computers, servers and other equipment	$	26,332		$	25,513
Construction in process		24,774			10,162
Leasehold improvements		8,321			8,279
Furniture and fixtures		2,185			2,183
Purchased software		1,971			1,970

		63,583			48,107
Less: Accumulated depreciation and amortization		(28,124	)		(26,995	)

	$	35,459		$	21,112

Construction in process at June 30, 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 16-24 months. The value of land included in construction in process at June 30, 2013 is $5,915.

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited (continued)

(In thousands, except per share data)

4.	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 and the vesting of restricted stock units. 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:


	Three Months Ended June 30,
	2013		2012

Net income	$	13,462	$	10,125

Basic net income per common share:
Basic weighted average shares outstanding		46,542		44,761

Basic net income per common share	$	0.29	$	0.23

Diluted net income per common share:
Basic weighted average shares outstanding		46,542		44,761
Dilutive effect of stock options and restricted stock units		2,747		2,821

Diluted weighted average shares outstanding		49,289		47,582

Diluted net income per common share	$	0.27	$	0.21

The diluted weighted average shares outstanding in the table above exclude outstanding stock options and restricted stock units totaling approximately 1,166 and 1,096 for the three months ended June 30, 2013 and 2012, respectively, because the effect would have been anti-dilutive.

5.	Commitments and Contingencies

In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. As of June 30, 2013, 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.

6.	Capitalization

As of June 30, 2013, the Company has repurchased approximately $117,157 under the stock repurchase authorization and may repurchase an additional $102,843 of its common stock under the current program through March 31, 2014. The Company did not repurchase any shares during the three months ended June 30, 2013.

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited (continued)

(In thousands, except per share data)

7.	Stock Plans

The following summarizes the activity by award type for the Company’s two stock incentive plans, the 1996 Stock Option Plan and the 2006 Long-Term Incentive Plan, for the three months ended June 30, 2013:


Options	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of March 31, 2013		6,439		$	28.31
Options granted		31			73.61
Options exercised		(148	)		20.67
Options forfeited		(6	)		47.26
Options expired		—			—

Outstanding as of June 30, 2013		6,316		$	28.70		6.16	$	298,484

Vested or expected to vest as of June 30, 2013		6,236		$	28.17		6.10	$	296,763

Exercisable as of June 30, 2013		3,858		$	16.00		4.59	$	231,072

The weighted average fair value of stock options granted was $28.35 per option during the three months ended June 30, 2013 and $21.54 per option during the three months ended June 30, 2012. The total intrinsic value of options exercised was $8,068 as of the three months ended June 30, 2013 and $8,309 as of the three months ended June 30, 2012. The Company’s policy is to issue new shares upon exercise of options as the Company does not hold shares in treasury.

The assumptions used in the Black-Scholes option-pricing model are as follows:


	Three Months Ended June 30,
	2013	2012
Dividend yield	None	None
Expected volatility	45%-47%	45%-48%
Weighted average expected volatility	45%	48%
Risk-free interest rates	0.70%-1.04%	0.73%-0.85%
Weighted average expected life (in years)	4.6	4.8

Restricted stock unit activity for the three months ended June 30, 2013 is as follows:


Non-vested Restricted Stock Units	Number of Awards			Weighted Average Grant Date Fair Value

Non-vested as of March 31, 2013		1,198		$	46.45
Awarded		28			73.30
Vested		(90	)		29.87
Forfeited		(13	)		48.72

Non-vested as of June 30, 2013		1,123		$	48.42

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited (continued)

(In thousands, except per share data)

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 three months ended June 30, 2013 and 2012.


	Three Months Ended June 30,
	2013		2012
Cost of services revenue	$	298	$	184
Sales and marketing		4,261		2,636
Research and development		957		624
General and administrative		3,992		2,484

Stock-based compensation expense		9,508	$	5,928

As of June 30, 2013, there was approximately $92,365 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 2.52 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.

8.	Income Taxes

Income Tax Expense

Income tax expense was $8,177 for the three months ended June 30, 2013 with an effective tax rate of 38%. The effective rate in the three months ended June 30, 2013 is 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 development tax credits, foreign tax credits, and domestic production activities deductions.

The provision for income taxes for the three months ended June 30, 2012 was $6,527 with an effective tax rate of 39%. The effective rate in the three months ended June 30, 2012 is 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 foreign tax credits and domestic production activities deductions.

Unrecognized Tax Benefits

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 beginning and ending amounts of unrecognized tax benefits is as follows:


Balance at March 31, 2013	$	4,570
Additions for tax positions related to fiscal 2014		92
Additions for tax positions related to prior years		—
Settlements		—
Reductions related to the expiration of statutes of limitations		—
Foreign currency translation adjustment		7

Balance at June 30, 2013	$	4,669

All of the Company’s unrecognized tax benefits at June 30, 2013 of $4,669, 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 $4,669 and $4,570 and the related accrued interest and penalties of $884 and $842 in Other Liabilities on the Consolidated Balance Sheet at June 30, 2013 and March 31, 2013, respectively. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense.

CommVault Systems, Inc.

Notes to Consolidated Financial Statements – Unaudited (continued)

(In thousands, except per share data)

Other Tax Items

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 U.S. Federal income tax return for the fiscal year ended March 31, 2011 is currently under audit by the U.S. Internal Revenue Service. In addition, the Company’s German subsidiary’s income tax returns for the fiscal years ended March 31, 2006 through March 31, 2010 are currently under audit by the German tax authorities. We believe that it is reasonably possible that approximately $0.1 million of our currently remaining unrecognized tax benefits and approximately less than $0.1 million of related accrued interest and penalties may be realized by the end of fiscal 2014 as a result of the lapse of the statute of limitations.

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

You should read the following discussion and analysis along with our consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q. The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. 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, Search 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 June 30, 2013, we had licensed our software applications to approximately 18,600 registered customers.

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.

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. Approximately 74% and 66% of software license revenue was sold on a capacity basis during the three months ended June 30, 2013 and 2012, respectively. 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.

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 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 approximately half 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 49% of our total revenues for the three months ended June 30, 2013 and 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 (transactions greater than $0.1 million). We expect the number of enterprise software transactions and resulting software revenue to increase throughout fiscal 2014, although the size and timing of any particular software transaction is more difficult to forecast. Such software transactions represented approximately 55% of our total software revenue in the three months ended June 30, 2013 and approximately 56% of our total software revenue for the three months ended June 30, 2012.

Software revenue generated through indirect distribution channels was approximately 89% of total software revenue in the three months ended June 30, 2013 and was approximately 88% of total software revenue in the three months ended June 30, 2012. Software revenue generated through direct distribution channels was approximately 11% of total software revenue in the three months ended June 30, 2013 and was approximately 12% of total software revenue in the three months ended June 30, 2012. The dollar value of software revenue generated through indirect distribution channels increased approximately $10.7 million, or 22%, in the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The dollar value of software revenue generated through direct distribution channels increased $0.4 million, or 6%, in the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The increase in software revenue generated through our indirect distribution channel is primarily due to a higher dollar value related to enterprise software transactions in both our United States and international operations in the three months ended June 30, 2013 compared to the three months ended June 30, 2012. In addition, software revenue generated by our international operations is almost exclusively transacted through indirect distribution channels. Deals initiated by our direct sales force are sometimes transacted through indirect channels based on end-user customer requirements, which are not always in our control and can cause this overall percentage split to vary from period to period. As such, there may be fluctuations in the dollars and percentage of software 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 have a worldwide reseller and an original equipment agreement with Dell. Our reseller agreement with Dell provides them the right to market, resell and distribute certain of our products to their customers. Our original equipment manufacturer agreement with Dell is discussed more fully below. Sales through both of our agreements with Dell accounted for 20% of our total revenues for the three months ended June 30, 2013 and 22% of our total revenues for three months ended June 30, 2012.

We also 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. During the three months ended June 30, 2013 and 2012, we did not recognize a material amount of revenue under our original equipment manufacturer agreement with NetApp.

Overall, we have original equipment manufacturer agreements primarily with Dell, Hitachi Data Systems and NetApp 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. Dell, 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 accounted for 13% of our total revenues for the three months ended June 30, 2013 and 15% of our total revenues for the three months ended June 30, 2012.

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. Many of our North American resellers have been transitioned to either Arrow or Avnet. We generated approximately 29% of our total revenues through Arrow in three months ended June 30, 2013 and approximately 27% in the three months ended June 30, 2012. Avnet’s total revenue contribution was not material in three months ended June 30, 2013 and 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 revenues.

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 51% of our total revenues for the three months ended June 30, 2013 and 2012.

The gross margin of our services revenue was 75.2% for the three months ended June 30, 2013 and 74.4% for the three months ended June 30, 2012. The increase in the gross margin of our services revenue in the three months ended June 30, 2013 compared to the three months ended June 30, 2012 was primarily due to a higher percentage of our services revenue being derived from customer support agreements as a result of sales to new customers and renewal agreements with our installed customer base. Overall, our services revenue has lower gross margins than our software revenue. The gross margin of our software revenue was 99.0% for three months ended June 30, 2013 and 98.7% for the three months ended June 30, 2012. An increase in the percentage of total revenues represented by services revenue may adversely affect our overall gross margins.

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, servers and other equipment we use for information services and in our development and test labs.

Foreign Currency Exchange Rates’ Impact on Results of Operations

Sales outside the United States were approximately 38% of our total revenue for the three months ended June 30, 2013 and approximately 43% of our total revenue for the three months ended June 30, 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, would have been lower by $0.1 million, our cost of sales would have been higher by $0.1 million, and our operating expenses would have been higher by $0.2 million from non-U.S. operations for the three months ended June 30, 2013.

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 approximately $0.1 million in both the three months ended June 30, 2013 and 2012.

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.

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 June 30, 2013, we maintain two stock incentive plans. 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.

For the three months ended June 30, 2013, 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 for the three months ended June 30, 2013 was calculated based on the implied volatility of our traded options with a maturity greater than six months and the historical realized volatility of our common stock.

For the three months ended June 30, 2013, 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 June 30, 2013 and 2012 are as follows:


	Three Months Ended June 30,
	2013	2012
Dividend yield	None	None
Expected volatility	45%-47%	45%-48%
Weighted average expected volatility	45%	48%
Risk-free interest rates	0.70%-1.04%	0.73%-0.85%
Weighted average expected life (in years)	4.6	4.8

The weighted average fair value of stock options granted was $28.35 per option during the three months ended June 30, 2013 and $21.54 per option during the year ended June 30, 2012. In addition, the weighted average fair value of restricted stock units awarded was $73.30 per share during the three months ended June 30, 2013 and $51.32 per share during the three months ended June 30, 2012.

As of June 30, 2013, there was approximately $92.4 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 2.52 years. 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 June 30, 2013, we had net deferred tax assets of approximately $44.3 million, which were primarily related to federal and state research tax credit carryforwards, stock-based compensation and foreign net operating loss carryforwards. 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 June 30, 2013 we had unrecognized tax benefits of $4.7 million, all of which, if recognized, would favorably affect the effective tax rate. In addition, we have accrued interest and penalties of $0.9 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 $4.7 million and the related accrued interest and penalties of $0.9 million are included in Other Liabilities on the Consolidated Balance Sheet. We believe that it is reasonably possible that approximately $0.1 million of our currently remaining unrecognized tax benefits and approximately less than $0.1 million of related accrued interest and penalties may be realized by the end of fiscal 2014 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 U.S. Federal income tax return for the fiscal year ended March 31, 2011 is currently under audit by the U.S. Internal Revenue Service. In addition, our German subsidiary’s income tax returns for the fiscal years ended March 31, 2006 through March 31, 2010 are currently under audit by the German tax authorities.

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):


	Three Months Ended June 30,
	2013			2012

Revenues:
Software		49	%		49	%
Services		51			51

Total revenues		100	%		100	%


Cost of revenues:
Software		0	%		1	%
Services		13			13

Total cost of revenues		13	%		14	%


Gross margin		87	%		86	%

Three months ended June 30, 2013 compared to three months ended June 30, 2012

Revenues

Total revenues increased $23.1 million, or 21%, from $111.3 million in the three months ended June 30, 2012 to $134.4 million in the three months ended June 30, 2013.

Software Revenue. Software revenue increased $11.1 million, or 20%, from $54.2 million in the three months ended June 30, 2012 to $65.3 million in the three months ended June 30, 2013. Software revenue represented 49% of our total revenues in the three months ended June 30, 2013 and 2012.

The increase in software revenue was primarily due to higher software revenue derived from our United States operations which increased 45% in the three months ended June 30, 2013 compared to the three months ended June 30, 2012. In addition, software revenue from our international operations decreased 6% in the three months ended June 30, 2013 compared to the three months ended June 30, 2012.

Software revenue derived from enterprise software transactions (transactions greater than $0.1 million) increased by $5.4 million, or 18%, in the three months ended June 30, 2013 compared to the three months ended June 30, 2012. As a result, enterprise software transactions represented approximately 55% of our software revenue in the three months ended June 30, 2013 and approximately 56% of our software revenue in the three months ended June 30, 2012. This increase was primarily driven by a 27% increase in the total number of such transactions. The average dollar amount of such transactions was approximately $268,000 in the three months ended June 30, 2013 and approximately $288,000 in the three months ended June 30, 2012. Software revenue derived from transactions less than $0.1 million increased $5.7 million, or 24%, in the three months ended June 30, 2013 compared to the three months ended June 30, 2012.

Software revenue derived from our indirect distribution channel (resellers and original equipment manufacturers) increased $10.7 million, or 22%, in the three months ended June 30, 2013 compared to the three months ended June 30, 2012, and software revenue through our direct sales force increased $0.4 million, or 6%, in the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The increase in software revenue generated through our indirect distribution channel is primarily due to a higher dollar value related to enterprise software transactions in the United States in the three months ended June 30, 2013 compared to the three months ended June 30, 2012. 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.

Services Revenue. Services revenue increased $12.1 million, or 21%, from $57.0 million in the three months ended June 30, 2012 to $69.1 million in the three months ended June 30, 2013. Services revenue represented 51% of our total revenues in the three months ended June 30, 2013 and 2012. The increase in services revenue is primarily due to a $10.6 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 $2.5 million, or 16%, from $15.3 million in the three months ended June 30, 2012 to $17.8 million in the three months ended June 30, 2013. Total cost of revenues represented 13% of our total revenues in the three months ended June 30, 2013 compared to 14% in the three months ended June 30, 2012.

Cost of Software Revenue. Cost of software remained flat at $0.7 million in the three months ended June 30, 2013 and 2012. Cost of software revenue represented less than 1% of our total software revenue in the three months ended June 30, 2013 and 1% in the three months ended June 30, 2012.

Cost of Services Revenue. Cost of services revenue increased $2.5 million, or 17%, from $14.6 million in the three months ended June 30, 2012 to $17.1 million in the three months ended June 30, 2013. Cost of services revenue represented 25% of our services revenue in the three months ended June 30, 2013 and 26% in the three months ended June 30, 2012. The increase in cost of services revenue is primarily the result of higher employee compensation and related expenses totaling approximately $2.1 million mainly due to the expansion of our worldwide customer support operations.

Operating Expenses

Sales and Marketing. Sales and marketing expenses increased $10.8 million, or 19%, from $56.4 million in the three months ended June 30, 2012 to $67.2 million in the three months ended June 30, 2013. The increase is primarily due to a $4.8 million increase in employee compensation and related expenses mainly attributable to the expansion of our sales force from the prior year. The increase in sales and marketing expenses also includes a $1.9 million increase in advertising and marketing related expenses as we continue to build brand awareness for our Simpana software products and a $1.6 million increase in stock-based compensation expenses. Sales and marketing expenses as a percentage of total revenues decreased to 50% in the three months ended June 30, 2013 from 51% in the three months ended June 30, 2012.

Research and Development. Research and development expenses increased $1.9 million, or 17%, from $11.0 million in the three months ended June 30, 2012 to $12.9 million in the three months ended June 30, 2013. The increase is primarily due to a $1.1 million increase in salary and related expenses resulting from the expansion of our engineering group. The increase in research and development expenses also includes a $0.3 million increase in stock-based compensation expense. Research and development expenses as a percentage of total revenues was 10% in both the three months ended June 30, 2013 and the three months ended June 30, 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 $2.6 million, or 24%, from $11.1 million in the three months ended June 30, 2012 to $13.7 million in the three months ended June 30, 2013. This increase is primarily due to a $1.5 million increase in stock-based compensation expenses as well as a $0.8 million increase in employee and related compensation.

Depreciation and Amortization. Depreciation expense increased by $0.3 million, or 28%, from $1.1 million in the three months ended June 30, 2012 to $1.5 million in the three months ended June 30, 2013. This reflects higher depreciation associated with increased capital expenditures primarily over the past 12 months as we expand our worldwide operations.

Income Tax Expense

Income tax expense was $8.2 million in the three months ended June 30, 2013 compared to $6.5 million in the three months ended June 30, 2012. The effective tax rate in the three months ended June 30, 2013 was 38% as compared to 39% in the three months ended June 30, 2012. The effective rate in the three months ended June 30, 2013 is 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 development tax credits, foreign tax credits, and domestic production activities deductions. The effective rate in the three months ended June 30, 2012 is 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 foreign tax credits and domestic production activities deductions.

Liquidity and Capital Resources

As of June 30, 2013, our cash and cash equivalents balance of $458.8 million primarily consisted of money market funds. In recent fiscal years, our principal sources of liquidity have been cash provided by operations.

As of June 30, 2013, the amount of cash and cash equivalents held outside of the United States by our foreign legal entities was approximately $85.8 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.

As of June 30, 2013 we are currently authorized to repurchase up to a total of $220.0 million of our common stock through March 31, 2014. 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. During the three months ended June 30, 2013, we did not repurchase any shares of our common stock under our stock repurchase plan. As of June 30, 2013, we have repurchased approximately $117.2 million, or 5.7 million shares, under our stock repurchase plan at an average purchase price of $20.43 per share. As a result, we may repurchase an additional $102.8 million of our common stock through March 31, 2014.

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 13% of the common stock that was outstanding at the time the stock repurchase program was announced. In addition, at the time we implemented our stock repurchase program in late fiscal 2008 we believed that our share price was undervalued and the best use for a portion of our cash balance was to repurchase some of our outstanding common stock. 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.

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 approximately the next 16-24 months. Our estimate of the build-out, including the land purchase, building and campus infrastructure, is approximately $130 million to $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 cash flow information is as follows (in thousands):


	Three Months Ended June 30,
	2013			2012

Cash provided by operating activities	$	24,574		$	17,909
Net cash used in investing activities		(8,079	)		(483	)
Net cash provided by (used in) financing activities		11,342			5,811
Effects of exchange rate-changes in cash		(2,983	)		(2,190	)

Net increase in cash and cash equivalents	$	24,854		$	21,047

Net cash provided by operating activities was $24.6 million in the three months ended June 30, 2013 and $17.9 million in the three months ended June 30, 2012. In the three months ended June 30, 2013, cash generated by operating activities was primarily due to net income adjusted for the impact of non-cash charges, a decrease in accounts receivable and an increase in deferred revenue partially offset by a decrease in accrued liabilities primarily due to the pay-out of fiscal 2013 year-end commissions and bonuses. In the three months ended June 30, 2012, cash generated by operating activities was primarily due to net income adjusted for the impact of non-cash charges and a decrease in accounts receivable as a result of strong collection efforts, partially offset by a decrease in accrued liabilities primarily due to the pay-out of fiscal 2012 year-end commissions and bonuses.

Net cash used in investing activities was $8.1 million in the three months ended June 30, 2013 and $0.5 million in the three months ended June 30, 2012. In the three months ended June 30, 2013, cash used in investing activities was due to the purchase of property and equipment in the amounts of $8.7 million for purchases relating to our new corporate campus headquarters and $1.3 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 $1.9 million. In the three months ended June 30, 2012, cash used in investing activities was due to

the purchase of property and equipment of $1.7 million as we continue to invest in and enhance our global infrastructure, partially offset by as the net maturity of short-term investments of $1.2 million. We anticipate that as our business grows we will continue to explore opportunities to invest in our global infrastructure.

Net cash provided by financing activities was $11.3 million in the three months ended June 30, 2013 and $5.8 in the three months ended June 30, 2012. The net cash provided by financing activities in the three months ended June 30, 2013 was due to $3.1 million of proceeds from the exercise of stock options and $8.3 million of excess tax benefits recognized as a result of the stock option exercises. The net cash provided by financing activities in the three months ended June 30, 2012 was due to $2.8 million of proceeds from the exercise of stock options and $3.1 million of excess tax benefits recognized as a result of the stock option exercises.

Working capital increased $17.8 million from $343.1 million as of March 31, 2013 to $360.9 million as of June 30, 2013. The increase in working capital is primarily due to a $22.9 million increase in cash and short-term investments and a $11.4 million decrease in accrued liabilities. These increases were partially offset by a $9.8 million decrease in accounts receivable. 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 decrease in accrued liabilities is primarily due to the pay-out of fiscal 2013 year-end commissions and bonuses. The decrease in accounts receivable is primarily due to strong collections efforts.

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 or enhance our products or services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

Off-Balance Sheet Arrangements

As of June 30, 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

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As of June 30, 2013, our cash and cash equivalents balance consisted primarily of money market funds and certificates of deposit. 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 38% of our sales were outside the United States in the three months ended June 30, 2013 and 43% 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 and Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations. Historically, we have periodically reviewed and revised the pricing of our products available to our customers in foreign countries and we have not maintained excess cash balances in foreign accounts.

Transaction Exposure

Our exposure to foreign currency transaction gains and losses is primarily the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary. Our foreign subsidiaries conduct their businesses in local currency and we generally do not maintain excess U.S. dollar cash balances in foreign accounts.

Foreign currency transaction gains and losses are recorded in “General and administrative expenses” in the Consolidated Statements of Income. We recognized net foreign currency transaction gains of $0.1 million in both the three months ended June 30, 2013 and 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 month. As of June 30, 2013 and March 31, 2013, we did not have any forward contracts outstanding. We recorded net realized losses in general and administrative expenses of approximately $0.2 million in the three months ending June 30, 2013 and 2012. 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.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the 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 June 30, 2013. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2013.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the first quarter of fiscal year 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosures controls and procedures or our internal controls over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to claims in legal proceedings arising in the normal course of our business. We do not believe that we are party to any pending legal action that could reasonably be expected to have a material adverse effect on our business or operating results.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2013, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the risks actually occur, our business, financial conditions or results of operations could be negatively affected. In that case, the trading price of our stock could decline, and our stockholders may lose part or all of their investment.

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

Purchases of Equity Securities by the Issuer

There were no purchases of our common stock during the three months ended June 30, 2013. As of June 30, 2013, we have repurchased $117.2 million of common stock out of the $220.0 million in total that was authorized under our stock repurchase program. As a result, we may repurchase an additional $102.8 million of our common stock through March 31, 2014.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

A list of exhibits filed herewith is included on the Exhibit Index, which immediately precedes such exhibits and is incorporated herein by reference.

Signatures

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CommVault Systems, Inc.

Dated: August 1, 2013	By:	/s/ N. Robert Hammer
	N. Robert Hammer
	Chairman, President and Chief Executive Officer

Dated: August 1, 2013	By:	/s/ Brian Carolan
	Brian Carolan
	Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company