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, changes in demand as well as the risks and uncertainties described under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year endedMarch 31, 2022 . Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Overview
Incorporated in
We believe in solving hard problems for our customers by enabling our customers to accelerate their digital transformation in today's ever-evolving workforce. Our product portfolio includes tools and machine learning technology that drives automation, reduces complexity, reigns in data fragmentation, and accelerates a customer's cloud journey. Our product functionality share the same back-end technologies to deliver the benefits of a holistic approach to protecting, managing, and securing data. Our products address many aspects of data management, from data protection and security, to data governance, transformation and insights, while providing scalability. We believe our technology and professional services provide the broadest set of capabilities in the industry, which enables customers to efficiently and cost-effectively scale their data on premises or in the cloud.
Sources of Revenues
We derive a significant portion of our total revenues from sales of licenses of our software applications. We do not customize our software for a specific end-user customer. We sell our software applications to end-user customers both directly through our sales force and indirectly through our global network of value-added reseller partners, systems integrators, corporate resellers and original equipment manufacturers. Our software and products revenue was 46% and 45% of our total revenues for the nine months endedDecember 31, 2022 and 2021, respectively. We continue to focus on subscription and other recurring revenue arrangements and continue to generate revenue from the renewals of subscription licenses sold in prior years. Any of our licensing models (capacity, instance based, etc.) can be sold via a subscription arrangement. In these arrangements, the customer has the right to use the software over a designated period of time. The capacity of the license is fixed and the customer has made an unconditional commitment to pay. Software revenue in these arrangements is generally recognized when the software is delivered. During the nine months endedDecember 31, 2022 and 2021, approximately 78% and 65% of software license revenue was sold under a subscription model, respectively. We also sell to some customers, primarily managed service providers, via utility, or pay-as-you-go models. In these arrangements, there is no minimum commitment and actual usage is regularly measured and billed. Revenue in these utility arrangements is recognized as the software is used. Our total software and products revenue in any particular period is, to a certain extent, dependent upon our ability to generate revenues from large customer software and products deals, which we refer to as larger deal transactions. Larger deal transactions (transactions greater than$0.1 million of software and products revenue) represented 73% and 71% of our total software and products revenue in the nine months endedDecember 31, 2022 and 2021, respectively. Software and products revenue generated through indirect distribution channels accounted for approximately 90% of total software and products revenue in both the nine months endedDecember 31, 2022 and 2021. Software and products revenue generated through direct distribution channels accounted for approximately 10% of total software and products revenue in both the nine months endedDecember 31, 2022 and 2021. 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 and products revenue generated through our direct distribution channels from time-to-time. We believe that the growth of our software and products revenue, derived from both our indirect channel partners and direct sales force, are key attributes to our long-term growth strategy. We intend to 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 16
--------------------------------------------------------------------------------
Table of Contents
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 non-exclusive distribution agreement withArrow Enterprise Computing Solutions, Inc. ("Arrow"), a subsidiary of Arrow Electronics, Inc. Pursuant to this distribution agreement, Arrow's primary role is to enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and leveraging their own industry experience. We generated 37% and 36% of our total revenues through Arrow for the nine months endedDecember 31, 2022 and 2021, respectively. If Arrow were to discontinue or reduce the sales of our products or if our agreement with Arrow were terminated, and if we were unable to take back the management of our reseller channel or find another distributor to replace Arrow, there could be a material adverse effect on our future business. We have an original equipment manufacturer agreement with Hitachi Vantara ("Hitachi") which allows them to market, sell and support our software applications and services on a stand-alone basis and/or incorporate our software applications into their own hardware products. Hitachi has 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. Our services revenue was 54% and 55% of our total revenues for the nine months endedDecember 31, 2022 and 2021, respectively. 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. Metallic, our as-a-service solution, allows customers to use hosted software over the contract period without taking possession of the software. Revenue related to Metallic is also included in services revenue and is generally recognized ratably over the contract term. 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.
Foreign Currency Exchange Rates' Impact on Results of Operations
Sales outsidethe United States were 47% of our total revenue for the nine months endedDecember 31, 2022 and 49% of our total revenue for the nine months endedDecember 31, 2021 . The income statements of our non-U.S. operations are translated intoU.S. dollars at the average exchange rates for each applicable month in a period. To the extent theU.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 theU.S. dollar strengthens against foreign currencies. Using the average foreign currency exchange rates from the three months endedDecember 31, 2021 , our software and products revenue would have been higher by$4.4 million , our services revenue would have been higher by$5.3 million , our cost of sales would have been higher by$1.1 million and our operating expenses would have been higher by$5.4 million from non-U.S. operations for the three months endedDecember 31, 2022 . Using the average foreign currency exchange rates from the nine months endedDecember 31, 2021 , our software and products revenue would have been higher by$12.7 million , our services revenue would have been higher by$16.3 million , our cost of sales would have been higher by$3.5 million and our operating expenses would have been higher by$14.9 million from non-U.S. operations for the nine months endedDecember 31, 2022 . 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 losses of approximately$0.3 million and$0.1 million for the three and nine months endedDecember 31, 2022 , respectively. We recognized net foreign currency transaction losses of approximately$0.3 million and$0.5 million for the three and nine months endedDecember 31, 2021 , respectively. 17
--------------------------------------------------------------------------------
Table of Contents
Critical Accounting Policies
In presenting our consolidated financial statements in conformity withU.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. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application, while in other cases, significant judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We consider these policies requiring significant management judgment to be critical accounting policies. These critical accounting policies are:
•Revenue Recognition
•Accounting for Income Taxes
•Goodwill
There have been no significant changes in our critical accounting policies
during the nine months ended
Results of Operations
Three months ended
Revenues (in millions)
[[Image Removed: cvlt-20221231_g1.jpg]][[Image Removed: cvlt-20221231_g2.jpg]][[Image Removed: cvlt-20221231_g3.jpg]]
-Total revenues decreased
•A decrease in software and products revenue which was significantly impacted by the year over year strengthening of the US dollar, particularly the Euro and Pound. Using the average foreign currency exchange rates from the three months endedDecember 31, 2021 , our total revenues would have increased 1% compared to the three months endedDecember 31, 2021 . •Software and products revenue represented 46% of our total revenue in the three months endedDecember 31, 2022 and 49% of our total revenue in the three months endedDecember 31, 2021 .
•Services revenue represented 54% of our total revenue in the three months ended
-Software and products revenue decreased
•A decrease of$10.4 million , or 14%, in larger deal revenue (deals greater than$0.1 million ). Larger deal revenue represented 72% of our software and products revenue in the three months endedDecember 31, 2022 and 76% of our software and products revenue in the three months endedDecember 31, 2021 . 18
--------------------------------------------------------------------------------
Table of Contents
•The average dollar amount of larger deal revenue transactions was approximately$312 thousand and$332 thousand for the three months endedDecember 31, 2022 and 2021, respectively, representing a 6% decrease. There were 206 larger deal revenue transactions for the three months endedDecember 31, 2022 , compared to 225 deals for the three months endedDecember 31, 2021 .
•This decrease was partially offset by an increase of
•Using the average foreign currency exchange rates from the three months endedDecember 31, 2021 , our software and products revenue would have decreased 5% compared to the three months endedDecember 31, 2021 .
-Services revenue increased
•An increase in other services revenue, driven primarily by the year over year increase in revenue from Metallic as-a-service arrangements, partially offset by a decrease in revenue from customer support agreements. •Using the average foreign currency exchange rates from the three months endedDecember 31, 2021 , our services revenue would have increased 7% compared to the three months endedDecember 31, 2021 . We track software and products revenue on a geographic basis. During the fourth quarter of fiscal 2022, we combined the management of our EMEA and APJ field organizations into our International region (Europe ,Middle East ,Africa ,Australia ,India ,Japan ,Southeast Asia ,China ). OurAmericas region includesthe United States ,Canada , andLatin America .Americas and International represented 51% and 49% of total software and products revenue, respectively, for the three months endedDecember 31, 2022 . Software and products revenue decreased year over year by 20% in theAmericas and increased 6% in International. ?The decrease inAmericas software and products revenue was primarily due to a 27% decrease in larger deal transactions revenue, driven by a decrease in the average dollar amount of larger deal transactions as a result of slower buying patterns and lower close rate execution. This decrease was partially offset by an increase of$1.7 million in transactions less than$0.1 million . ?The increase in International software and products revenue was primarily due to an 11% increase in larger deal transactions revenue. Using the average foreign currency exchange rates from the three months endedDecember 31, 2021 , our International software and products revenue would have increased 17% compared to the three months endedDecember 31, 2021 .
Our software and products revenue in International is subject to changes in foreign exchange rates as further discussed above in the "Foreign Currency Exchange Rates' Impact on Results of Operations" section.
19 -------------------------------------------------------------------------------- Table of Contents Cost of Revenues and Gross Margin ($ in millions)
[[Image Removed: cvlt-20221231_g4.jpg]][[Image Removed: cvlt-20221231_g5.jpg]][[Image Removed: cvlt-20221231_g6.jpg]]
[[Image Removed: cvlt-20221231_g7.jpg]][[Image Removed: cvlt-20221231_g8.jpg]][[Image Removed: cvlt-20221231_g9.jpg]]
-Total cost of revenues increased
-Cost of software and products revenue decreased$1.2 million and represented 3% of our total software and products revenue for the three months endedDecember 31, 2022 compared to 4% for the three months endedDecember 31, 2021 . The decrease is related to a decline in hardware as part of our transition to a software model for appliances and the reduction in third party royalties associated with the current version of our Hyperscale software. -Cost of services revenue increased$5.7 million , representing 30% of our total services revenue for the three months endedDecember 31, 2022 compared to 25% for the three months endedDecember 31, 2021 . The increase in cost of services revenue primarily related to an increase in the cost of infrastructure related to Metallic as-a-service offering as they continue to scale. 20
--------------------------------------------------------------------------------
Table of Contents
Operating Expenses ($ in millions)
[[Image Removed: cvlt-20221231_g10.jpg]][[Image Removed: cvlt-20221231_g11.jpg]][[Image Removed: cvlt-20221231_g12.jpg]]
[[Image Removed: cvlt-20221231_g13.jpg]][[Image Removed: cvlt-20221231_g14.jpg]][[Image Removed: cvlt-20221231_g15.jpg]]
-Sales and marketing expenses decreased
-Research and development expenses decreased$6.8 million , or 17%, primarily due to decreases in employee compensation and related expenses, including a$3.1 million decrease in stock-based compensation, and the completion of payments related to key employees ofHedvig, Inc. , which ended in the fourth quarter of fiscal 2022. Investing in research and development has been a priority forCommvault , and we anticipate continued spending related to the development of our data and information management software applications.
-General and administrative expenses decreased
•Decreases in employee compensation and related expenses, including a
•A decrease in legal costs relative to the same period of the prior year.
-Restructuring: Our restructuring plan, initiated in the fourth quarter of fiscal 2022, is aimed to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas. The plan also included a reorganization to combine our EMEA and APJ field organizations. Restructuring expenses were$9.2 million for the three months endedDecember 31, 2022 . There were no restructuring charges for the three months endedDecember 31, 2021 . These restructuring charges relate primarily to severance and related costs associated with headcount reductions. These charges include$1.0 million of stock-based compensation related to modifications of existing awards granted to certain employees included in the restructuring for the three months endedDecember 31, 2022 . We cannot guarantee the restructuring program will achieve its intended result. Risks associated with this restructuring program also include additional unexpected costs, adverse effects on employee morale and the failure to meet operational and growth targets due to the loss of key employees, any of which may impair our ability to achieve anticipated results of operations or otherwise harm our business.
-Depreciation and amortization expense was
21
--------------------------------------------------------------------------------
Table of Contents
Income Tax Expense
Income tax expense was$5.7 million in the three months endedDecember 31, 2022 compared to expense of$3.0 million in the three months endedDecember 31, 2021 . The increase in income tax expense relative to the prior year relates primarily to current federal and state taxes driven by the effects of capitalization and amortization of research and development expenses starting in fiscal year 2023 as required by the 2017 Tax Cuts and Jobs Act. Given we have recorded a valuation allowance against our deferred tax assets, there is no corresponding deferred tax benefit related to the current tax expense associated with the capitalization of research and development expenses.
Nine months ended
Revenues (in millions)
[[Image Removed: cvlt-20221231_g16.jpg]][[Image Removed: cvlt-20221231_g17.jpg]][[Image Removed: cvlt-20221231_g18.jpg]]
-Total revenues increased
•An increase in software and products and Metallic as-a-service revenues.
•Software and products revenue represented 46% of our total revenue in the nine months endedDecember 31, 2022 and 45% of our total revenue in the nine months endedDecember 31, 2021 .
•Services revenue represented 54% of our total revenue in the nine months ended
•Using the average foreign currency exchange rates from the nine months endedDecember 31, 2021 , our total revenues would have increased 8% compared to the nine months endedDecember 31, 2021 .
-Software and products revenue increased
•An increase of$12.1 million , or 7%, in larger deal revenue (deals greater than$0.1 million ). Larger deal revenue represented 73% of our software and products revenue in the nine months endedDecember 31, 2022 and 71% of our software and products revenue in the nine months endedDecember 31, 2021 . •The average dollar amount of larger deal revenue transactions was approximately$344 thousand and$317 thousand for the nine months endedDecember 31, 2022 and 2021, respectively, representing a 9% increase. There were 563 larger deal revenue transactions for the nine months endedDecember 31, 2022 , compared to 573 deals for the nine months endedDecember 31, 2021 .
•This increase was partially offset by a decrease of
•Using the average foreign currency exchange rates from the nine months endedDecember 31, 2021 , our software and products revenue would have increased 8% compared to the nine months endedDecember 31, 2021 .
-Services revenue increased
•An increase in other services revenue, driven primarily by the year over year increase in revenue from Metallic as-a-service offerings, partially offset by a decrease in revenue from customer support agreements. •Using the average foreign currency exchange rates from the nine months endedDecember 31, 2021 , our services revenue would have increased 8% compared to the nine months endedDecember 31, 2021 . 22
--------------------------------------------------------------------------------
Table of Contents
Americas and International represented 60% and 40% of total software and products revenue, respectively, for the nine months endedDecember 31, 2022 . Software and products revenue increased year over year by 3% in theAmericas and by 3% in International.
?The increase in
?The increase in International software and products revenue was primarily the result of a 7% increase in larger deal revenue driven by an increase in the average dollar value of larger deal transactions. Using the average foreign currency exchange rates from the nine months endedDecember 31, 2021 , our International software and products revenue would have increased 15% compared to the nine months endedDecember 31, 2021 .
Our software and products revenue in International is subject to changes in foreign exchange rates as more fully discussed above in the "Foreign Currency Exchange Rates' Impact on Results of Operations" section.
Cost of Revenues and Gross Margin ($ in millions)
[[Image Removed: cvlt-20221231_g19.jpg]][[Image Removed: cvlt-20221231_g20.jpg]][[Image Removed: cvlt-20221231_g21.jpg]]
[[Image Removed: cvlt-20221231_g22.jpg]][[Image Removed: cvlt-20221231_g23.jpg]][[Image Removed: cvlt-20221231_g24.jpg]]
-Total cost of revenues increased
-Cost of software and products revenue increased
-Cost of services revenue increased$18.0 million , representing 29% of our total services revenue for the nine months endedDecember 31, 2022 compared to 24% for the nine months endedDecember 31, 2021 . The increase in cost of services revenue primarily related to an increase in the cost of infrastructure related to Metallic as-a-service offering as they continue to scale. 23
--------------------------------------------------------------------------------
Table of Contents
Operating Expenses ($ in millions)
[[Image Removed: cvlt-20221231_g25.jpg]][[Image Removed: cvlt-20221231_g26.jpg]][[Image Removed: cvlt-20221231_g27.jpg]]
[[Image Removed: cvlt-20221231_g28.jpg]][[Image Removed: cvlt-20221231_g29.jpg]][[Image Removed: cvlt-20221231_g30.jpg]]
-Sales and marketing expenses increased
-Research and development expenses decreased$3.4 million , or 3%, primarily due to a$1.7 million decrease in stock-based compensation and the completion of payments related to key employees ofHedvig, Inc. , which ended in the fourth quarter of fiscal 2022. Investing in research and development has been a priority forCommvault , and we anticipate continued spending related to the development of our data and information management software applications.
-General and administrative expenses decreased
•A decrease in legal costs relative to the same period of the prior year.
•A
•Partially offset by an increase in employee compensation and related expenses.
-Restructuring: Our restructuring plan, initiated in the fourth quarter of fiscal 2022, is aimed to increase efficiency in our sales, marketing and distribution functions as well as reduce costs across all functional areas. The plan also included a reorganization to combine our EMEA and APJ field organizations. Restructuring expenses were$11.4 million and$2.1 million for the nine months endedDecember 31, 2022 and 2021, respectively. These restructuring charges relate primarily to severance and related costs associated with headcount reductions. These charges include$2.3 million and$0.4 million of stock-based compensation related to modifications of existing awards granted to certain employees included in the restructuring for the nine months endedDecember 31, 2022 and 2021, respectively. We cannot guarantee the restructuring program will achieve its intended result. Risks associated with this restructuring program also include additional unexpected costs, adverse effects on employee morale and the failure to meet operational and growth targets due to the loss of key employees, any of which may impair our ability to achieve anticipated results of operations or otherwise harm our business. -Depreciation and amortization expense increased$0.5 million , from$7.1 million in the nine months endedDecember 31, 2021 to$7.6 million in the nine months endedDecember 31, 2022 , as a result of the acquisition of an intangible asset in the fourth quarter of fiscal year 2022. 24
--------------------------------------------------------------------------------
Table of Contents Income Tax Expense Income tax expense was$14.6 million in the nine months endedDecember 31, 2022 compared to expense of$5.6 million in the nine months endedDecember 31, 2021 . The increase in income tax expense relative to the prior year relates primarily to current federal and state taxes driven by the effects of capitalization and amortization of research and development expenses starting in fiscal year 2023 as required by the 2017 Tax Cuts and Jobs Act. Given we have recorded a valuation allowance against our deferred tax assets, there is no corresponding deferred tax benefit related to the current tax expense associated with the capitalization of research and development expenses.
Liquidity and Capital Resources
As ofDecember 31, 2022 , our cash balance was$273.5 million . The amount of cash and cash equivalents held outside ofthe United States by our foreign legal entities was$156.6 million . In recent fiscal years, our principal source of liquidity has been cash provided by operations. These balances are dispersed across 35 international locations around the world. We believe that such dispersion meets the current and anticipated future liquidity needs of our foreign legal entities. In the event we need to repatriate funds from outside ofthe United States , such repatriation would likely be subject to restrictions by local laws and/or tax consequences including foreign withholding taxes. OnDecember 13, 2021 , we entered into a five-year$100 million senior secured revolving credit facility (the "Credit Facility") with J.P. Morgan. The Credit Facility is available for share repurchases, general corporate purposes, and letters of credit. The Credit Facility contains financial maintenance covenants including a leverage ratio and interest coverage ratio. The Credit Facility also contains certain customary events of default which would permit the lender to, among other things, declare all loans then outstanding to be immediately due and payable if such default is not cured within applicable grace periods. The Credit Facility also limits our ability to incur certain additional indebtedness, create or permit liens on assets, make acquisitions, make investments, loans or advances, sell or transfer assets, pay dividends or distributions, and engage in certain transactions with foreign affiliates. Outstanding borrowings under the Credit Facility accrue interest at an annual rate equal to Secured Overnight Financing Rate plus 1.25% subject to increases based on our actual leverage. The unused balance on the Credit Facility is also subject to a 0.25% annual interest charge subject to increases based on our actual leverage. As ofDecember 31, 2022 , there were no borrowings under the Credit Facility and we were in compliance with all covenants. OnApril 21, 2022 , the Board of Directors approved a new share repurchase program of$250.0 million . The Board's authorization has no expiration date. For the nine months endedDecember 31, 2022 , we have repurchased$90.1 million of our common stock. As a result,$159.9 million remains available under the current authorization.
Our summarized cash flow information is as follows (in thousands):
Nine Months Ended
2022 2021 Net cash provided by operating activities$ 102,455 $ 90,064 Net cash used in investing activities (4,147) (6,355) Net cash used in financing activities (80,902) (242,335) Effects of exchange rate - changes in cash (11,444) (4,920) Net increase (decrease) in cash and cash equivalents $
5,962
25
--------------------------------------------------------------------------------
Table of Contents
[[Image Removed: cvlt-20221231_g31.jpg]][[Image Removed: cvlt-20221231_g32.jpg]][[Image Removed: cvlt-20221231_g33.jpg]]
-Net cash provided by operating activities was impacted by net income adjusted for the impact of non-cash charges, an increase in accounts receivable and deferred commission costs and a decrease in accrued liabilities.
-Net cash used in investing activities was related to
-Net cash used in financing activities was the result of
Working capital increased$25.5 million from$90.0 million as ofMarch 31, 2022 to$115.5 million as ofDecember 31, 2022 . The net increase in working capital was primarily driven by cash provided by operating activities and was impacted by the fluctuations in exchange rates on foreign currency balances. 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, income taxes, capital expenditures and potential stock repurchases for at least the next twelve 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
Impact of Recently Issued Accounting Standards
See Note 2 of the notes to the unaudited consolidated financial statements for a discussion of the impact of recently issued accounting standards.
© Edgar Online, source