Commvault Announces Second Quarter Fiscal 2026 Financial Results

PR Newswire
Today at 11:45am UTC

Commvault Announces Second Quarter Fiscal 2026 Financial Results

PR Newswire

Total revenues of $276 million, up 18% year over year

Annualized recurring revenue (ARR)1 surpassed $1 billion milestone, ahead of March 2026 target

Operating cash flow of $77 million, free cash flow2 of $74 million

TINTON FALLS, N.J., Oct. 28, 2025 /PRNewswire/ -- Commvault (Nasdaq: CVLT) today announced its financial results for the fiscal second quarter ended September 30, 2025.

"Commvault delivered a strong quarter fueled by solid ARR and SaaS growth that accelerated a key milestone for the company – achieving $1 billion in total ARR – two quarters earlier than projected," said Sanjay Mirchandani, President and CEO, Commvault. "As enterprises globally rely on Commvault to be resilient, our cloud-first, AI-enabled cyber resilience platform is more relevant than ever."

Notes are contained at the end of this press release

Second Quarter Fiscal 2026 Highlights -

  • Total revenues were $276 million, up 18% year over year
  • Total ARR1 grew to $1,043 million, up 22% year over year, or 21% on a constant currency basis using March 31, 2025 spot rates
  • Subscription revenue was $173 million, up 29% year over year, inclusive of term-based license revenue of $93 million, up 10% year over year, and SaaS revenue of $80 million, up 61% year over year
  • Subscription ARR1 grew to $894 million, up 30% year over year, or 29% on a constant currency basis using March 31, 2025 spot rates
  • Income from operations (EBIT) was $12 million, an operating margin of 4.5%
  • Non-GAAP EBIT2 was $51 million, an operating margin of 18.6%
  • Operating cash flow was $77 million, with free cash flow2 of $74 million

Recent Business Highlights -

  • Commvault completed its acquisition of Satori Cyber Ltd., a data and AI security company, expanding its cyber-resiliency platform to help enterprises protect sensitive data and manage AI-driven risks across hybrid and multi-cloud environments.
  • Commvault launched Clumio for Apache Iceberg on AWS, designed to deliver Iceberg-aware, air-gapped resilience for AI and analytics data lakehouses.
  • Commvault introduced HyperScale Edge (for remote/edge locations) and HyperScale Flex (for high-performance, large-scale workloads) to its HyperScale portfolio, extending enterprise-grade data protection and cyber resilience and providing customers more choice for on-premise cyber resilience.
  • Commvault and BeyondTrust announced a new integration between the Commvault Cloud platform and BeyondTrust Password Safe, enabling customers to further mitigate credential risk, improve security posture, and enhance data recovery efficiency.

Financial Outlook for Third Quarter and Full Year Fiscal 20263 -

We are providing the following guidance for the third quarter of fiscal year 2026, based on current macroeconomic conditions:

  • Total revenues are expected to be between $298 million and $300 million
  • Subscription revenue is expected to be between $195 million and $197 million
  • Non-GAAP gross margin2 is expected to be between 80% and 81%
  • Non-GAAP EBIT margin2 is expected to be between 18% and 19%

We are providing the following updated guidance for the full fiscal year 2026, based on current macroeconomic conditions:

  • Total revenues are expected to be between $1,161 million and $1,165 million
  • Total ARR1 is expected to grow between 18% and 19% year over year
  • Subscription revenue is expected to be between $753 million and $757 million
  • Subscription ARR1 is expected to grow between 24% and 25% year over year
  • Non-GAAP gross margin2 is expected to be between 80.5% and 81.5%
  • Non-GAAP EBIT margin2 is expected to be between 18.5% and 19.5%
  • Free cash flow2 is expected to be between $225 million and $230 million

The above statements are based on the incorporation of actual second quarter results, current targets and the acquisition of Satori Cyber Ltd. which closed on August 28, 2025. These statements are forward-looking and made pursuant to the safe harbor provisions discussed in detail below. We do not undertake any obligation to update these forward-looking statements. Actual results may differ materially from anticipated results.

Conference Call Information

Commvault will host a conference call today, October 28, 2025 at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time) to discuss quarterly results. The live webcast and call dial-in numbers can be accessed by registering under the "News & Events" section of Commvault's website at ir.commvault.com under the "Investor Events" heading. An archived webcast of this conference call will also be available following the call.

About Commvault

Commvault (Nasdaq: CVLT) is the gold standard in cyber resilience, helping more than 100,000 organizations keep data safe and businesses resilient and moving forward. Today, Commvault offers the only cyber resilience platform that combines the best data security and rapid recovery at enterprise scale across any workload, anywhere—at the lowest TCO.

Safe Harbor Statement

This press release may contain forward-looking statements, including statements regarding financial projections, which are subject to risks and uncertainties, such as competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of software products and related services, general economic conditions, outcome of litigation and others. For a discussion of these and other risks and uncertainties affecting Commvault's business, see "Item 1A. Risk Factors" in our annual report on Form 10-K and "Item 1A. Risk Factors" in our most recent quarterly report on Form 10-Q. Statements regarding Commvault's beliefs, plans, expectations or intentions regarding the future are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from anticipated results. Commvault does not undertake to update its forward-looking statements.

Overview
($ in thousands)


Q2'25


Q3'25


Q4'25


Q1'26


Q2'26


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth

Subscription:















Term-based license

$  84,427

22 %


$  97,625

21 %


$  107,954

33 %


$  109,282

36 %


$  92,647

10 %

SaaS

49,611

75 %


60,696

82 %


65,274

69 %


72,445

66 %


80,018

61 %

Total subscription

134,038

37 %


158,321

39 %


173,228

45 %


181,727

46 %


172,665

29 %

Perpetual license

10,522

(27) %


16,423

10 %


14,962

(2) %


7,335

(47) %


12,073

15 %

Customer support

77,688

1 %


77,078

— %


76,509

(1) %


79,021

4 %


80,229

3 %

Other services

11,030

(7) %


10,808

(1) %


10,340

(8) %


13,895

31 %


11,221

2 %

Total revenues

$  233,278

16 %


$  262,630

21 %


$  275,039

23 %


$  281,978

26 %


$  276,188

18 %

Constant Currency - Revenue
($ in thousands)

The constant currency impact is calculated using the average foreign exchange rates from the prior year period and applying these rates to foreign-denominated revenues in the current corresponding period. Commvault analyzes revenue growth on a constant currency basis in order to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations. The non-GAAP financial measures presented in this press release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.


Q2'25
 Revenue as
Reported
(GAAP)


Q2'26
 Revenue as
Reported
(GAAP)


Constant
Currency
Impact


% Change Y/Y
(GAAP)


% Change Y/Y
Constant
Currency

Subscription:










Term-based license

$           84,427


$           92,647


$          (1,227)


10 %


8 %

SaaS

49,611


80,018


(1,142)


61 %


59 %

Total subscription

134,038


172,665


(2,369)


29 %


27 %

Perpetual license

10,522


12,073


(313)


15 %


12 %

Customer support

77,688


80,229


(1,512)


3 %


1 %

Other services

11,030


11,221


4


2 %


2 %

Total

$        233,278


$        276,188


$          (4,190)


18 %


17 %

Disaggregation of Revenues
($ in thousands)

Our Americas region includes the United States, Canada, and Latin America. Our International region primarily includes Europe, Middle East, Africa, Australia, India, Southeast Asia, and China.


Q2'25


Q3'25


Q4'25


Q1'26


Q2'26


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth


Revenue

Y/Y
Growth

Americas

$  144,408

20 %


$  155,435

24 %


$  169,384

29 %


$  170,928

23 %


$  168,125

16 %

International

88,870

10 %


107,195

17 %


105,655

15 %


111,050

29 %


108,063

22 %

Total revenues

$  233,278

16 %


$  262,630

21 %


$  275,039

23 %


$  281,978

26 %


$  276,188

18 %

Total ARR, Subscription ARR and SaaS ARR1
($ in thousands)


Q2'25


Q3'25


Q4'25


Q1'26


Q2'26

Total ARR1

$        853,265


$        889,628


$        930,051


$        996,202


$     1,043,295

Subscription ARR1

$        687,050


$        734,212


$        780,098


$        843,873


$        893,707

SaaS ARR1

$        214,832


$        258,957


$        281,045


$        306,874


$        335,669

Constant Currency - ARR1
($ in thousands)

The constant currency impact on ARR1 is calculated using the foreign exchange spot rates from March 31, 2025 and applying these rates to foreign-denominated results in the periods presented.


Q2'25


Q3'25


Q4'25


Q1'26


Q2'26

Total ARR1 as Reported

$        853,265


$        889,628


$        930,051


$        996,202


$     1,043,295

Total ARR1 using March 31, 2025 rates

$        838,074


$        899,365


$        930,051


$        969,693


$     1,016,697











Subscription ARR1 as Reported

$        687,050


$        734,212


$        780,098


$        843,873


$        893,707

Subscription ARR1 using March 31, 2025 rates

$        675,330


$        741,526


$        780,098


$        822,695


$        872,065











SaaS ARR1 as Reported

$        214,832


$        258,957


$        281,045


$        306,874


$        335,669

SaaS ARR1 using March 31, 2025 rates

$        210,585


$        261,416


$        281,045


$        299,017


$        327,781

Additional Financial Information

  • GAAP net income was $15 million, or $0.33 per diluted share for the three months ended September 30, 2025
  • GAAP gross margin was 80.1% and non-GAAP gross margin2 was 80.5% for the three months ended September 30, 2025
  • We repurchased approximately 737,000 shares of common stock for $131 million during the three months ended September 30, 2025
  • Weighted average diluted shares outstanding were approximately 45 million for the period ended September 30, 2025
  • Cash and cash equivalents totaled $1,064 million as of September 30, 2025
  • SaaS net dollar retention rate (NRR)4 was 125% as of September 30, 2025
  • During the three months ended September 30, 2025, we completed a $900 million convertible debt offering with a 0% coupon. A portion of the proceeds was used to purchase $100 million of capped calls, designed to mitigate the potential dilutive impact of the convertible notes upon conversion.

 

Commvault Systems, Inc.

 

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)



Three Months Ended
September 30,


Six Months Ended
September 30,


2025


2024


2025


2024

Revenues:








Subscription:








 Term-based license

$       92,647


$       84,427


$    201,929


$    164,832

 Software-as-a-service

80,018


49,611


152,463


93,286

Total subscription

172,665


134,038


354,392


258,118

Perpetual license

12,073


10,522


19,408


24,258

Customer support

80,229


77,688


159,250


153,976

Other services

11,221


11,030


25,116


21,598

Total revenues

276,188


233,278


558,166


457,950

Cost of revenues:








Subscription:








 Term-based license

2,414


2,371


4,656


4,149

 Software-as-a-service

29,187


17,161


55,159


32,923

Total subscription

31,601


19,532


59,815


37,072

Perpetual license

194


441


439


778

Customer support

14,847


15,311


29,054


29,574

Other services

8,402


7,578


16,513


15,226

Total cost of revenues

55,044


42,862


105,821


82,650

Gross margin

221,144


190,416


452,345


375,300

Operating expenses:








Sales and marketing

122,240


101,947


244,719


197,897

Research and development

39,859


33,839


79,921


66,943

General and administrative

42,553


34,173


83,823


64,968

Depreciation and amortization

2,572


2,013


5,179


3,941

Restructuring

1,429


566


1,666


5,245

Change in contingent consideration



(545)


Impairment charges


2,910



2,910

Total operating expenses

208,653


175,448


414,763


341,904

Income from operations

12,491


14,968


37,582


33,396

Interest income

3,087


1,732


5,096


3,534

Interest expense

(637)


(105)


(915)


(209)

Other income, net

159


65


220


593

Income before income taxes

15,100


16,660


41,983


37,314

Income tax expense

370


1,095


3,757


3,222

Net income

$       14,730


$       15,565


$       38,226


$       34,092

Net income per common share:








Basic

$           0.33


$           0.36


$           0.86


$           0.78

Diluted

$           0.33


$           0.35


$           0.84


$           0.76

Weighted average common shares outstanding:








Basic

44,406


43,770


44,366


43,724

Diluted

45,195


45,114


45,264


45,095

 

Commvault Systems, Inc.

 

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)



September 30,

2025


March 31,

2025

ASSETS

Current assets:





Cash and cash equivalents


$          1,063,555


$              302,103

Trade accounts receivable, net


234,806


251,995

Assets held for sale



34,770

Other current assets


54,602


46,189

Total current assets


1,352,963


635,057






Deferred tax assets, net


151,936


133,378

Property and equipment, net


9,740


8,294

Operating lease assets


28,952


10,124

Deferred commissions cost


85,156


79,309

Intangible assets, net


22,226


20,737

Goodwill


210,316


185,255

Other assets


55,639


46,112

Total assets


$          1,916,928


$          1,118,266






LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:





Accounts payable


$                      359


$                      373

Accrued liabilities


106,486


147,133

Current portion of operating lease liabilities


5,523


4,614

Deferred revenue


422,947


402,930

Total current liabilities


535,315


555,050






Convertible notes, net


878,927


Deferred revenue, less current portion


252,608


223,282

Deferred tax liabilities


1,504


1,384

Long-term operating lease liabilities


24,038


6,338

Other liabilities


14,076


7,090






Total stockholders' equity


210,460


325,122

Total liabilities and stockholders' equity


$          1,916,928


$          1,118,266

 

Commvault Systems, Inc.

 

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



Three Months Ended
September 30,


Six Months Ended
September 30,


2025


2024


2025


2024

Cash flows from operating activities








Net income

$     14,730


$     15,565


$     38,226


$     34,092

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








Depreciation and amortization

2,981


2,042


5,673


3,999

Noncash stock-based compensation

32,224


26,403


62,404


52,807

Noncash operating lease expense

1,774


1,369


3,410


2,948

Noncash change in fair value of equity securities

(138)


(65)


(199)


(135)

Noncash change in fair value of contingent consideration



(545)


Noncash adjustment on headquarters sale leaseback



495


Noncash impairment charges


2,910



2,910

Deferred income taxes

5,668


(3,689)


9,576


(8,483)

Amortization of deferred commissions cost

11,221


8,019


22,210


15,477

Changes in operating assets and liabilities:








Trade accounts receivable, net

20,258


3,432


24,006


23,113

Operating lease liabilities

(1,739)


(1,671)


(3,647)


(3,973)

Other current assets and Other assets

(8,281)


(2,139)


(5,903)


(4,342)

Deferred commissions cost

(13,712)


(9,151)


(28,784)


(17,420)

Accounts payable

232


(334)


(88)


(205)

Accrued liabilities

2,030


11,179


(45,230)


(11,832)

Deferred revenue

10,513


2,392


27,953


11,830

Other liabilities

(992)


(673)


(1,107)


(505)

Net cash provided by operating activities

76,769


55,589


108,450


100,281

Cash flows from investing activities








Purchase of property and equipment

(3,187)


(1,848)


(5,066)


(2,711)

Purchase of equity securities

(482)


(108)


(6,626)


(581)

Proceeds from sale of headquarters, net



34,849


Business combination, net of cash acquired

(26,015)



(26,015)


(21,000)

Net cash used in investing activities

(29,684)


(1,956)


(2,858)


(24,292)

Cash flows from financing activities








Repurchase of common stock

(131,023)


(51,903)


(146,073)


(103,295)

Proceeds from stock-based compensation plans

6,974


5,760


6,974


11,100

Proceeds from issuance of convertible notes

900,000



900,000


Purchase of capped calls

(99,630)



(99,630)


Payment of debt issuance costs

(20,396)



(22,242)


Other

(18)



(30)


Net cash provided by (used in) financing activities

655,907


(46,143)


638,999


(92,195)

Effects of exchange rate — changes in cash

(2,671)


7,710


16,861


6,523

Net increase (decrease) in cash and cash equivalents

700,321


15,200


761,452


(9,683)

Cash and cash equivalents at beginning of period

363,234


287,871


302,103


312,754

Cash and cash equivalents at end of period

$  1,063,555


$   303,071


$  1,063,555


$   303,071

Supplemental disclosures of noncash activities








Issuance of common stock for business combination

$              —


$             —


$               —


$       4,900

Operating lease liabilities arising from obtaining right-of-use assets

$         1,913


$        2,499


$       22,165


$       4,467

Debt issuance costs accrued but not paid, included in accrued liabilities

$            984


$             —


$            984


$             —

 

Commvault Systems, Inc.

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 (In thousands, except per share data)

(Unaudited)



Three Months Ended
September 30,


Six Months Ended
September 30,


2025


2024


2025


2024

Non-GAAP financial measures and reconciliation:








GAAP income from operations

$   12,491


$   14,968


$   37,582


$   33,396

Noncash stock-based compensation5

31,813


26,223


61,918


48,619

FICA and payroll tax expense related to stock-based compensation6

838


772


2,637


2,135

Restructuring7

1,429


566


1,666


5,245

Amortization of intangible assets8

1,140


573


2,211


1,146

Litigation settlement9




675

Business combination costs10

1,890


1,736


1,890


1,925

Change in contingent consideration11



(545)


Adjustment on headquarters sale leaseback12



495


Noncash impairment charges13


2,910



2,910

Other nonrecurring charges14

1,805



1,805


Non-GAAP income from operations

$   51,406


$   47,748


$ 109,659


$   96,051









GAAP net income

$   14,730


$   15,565


$   38,226


$   34,092

Noncash stock-based compensation5

31,813


26,223


61,918


48,619

FICA and payroll tax expense related to stock-based compensation6

838


772


2,637


2,135

Restructuring7

1,429


566


1,666


5,245

Amortization of intangible assets8

1,140


573


2,211


1,146

Litigation settlement9




675

Business combination costs10

1,890


1,736


1,890


1,925

Change in contingent consideration11



(545)


Adjustment on headquarters sale leaseback12



495


Noncash impairment charges13


2,910



2,910

Other nonrecurring charges14

1,805



1,805


Non-GAAP provision for income taxes adjustment15

(12,593)


(10,770)


(23,617)


(20,770)

Non-GAAP net income

$   41,052


$   37,575


$   86,686


$   75,977









GAAP diluted earnings per share

$       0.33


$       0.35


$       0.84


$       0.76

Noncash stock-based compensation5

0.70


0.58


1.37


1.08

FICA and payroll tax expense related to stock-based compensation6

0.02


0.02


0.06


0.05

Restructuring7

0.03


0.01


0.04


0.12

Amortization of intangible assets8

0.03


0.01


0.05


0.03

Litigation settlement9




0.01

Business combination costs10

0.04


0.04


0.04


0.04

Change in contingent consideration11



(0.01)


Adjustment on headquarters sale leaseback12



0.01


Noncash impairment charges13


0.06



0.06

Other nonrecurring charges14

0.04



0.04


Non-GAAP provision for income taxes adjustment15

(0.28)


(0.24)


(0.52)


(0.47)

Non-GAAP diluted earnings per share

$       0.91


$       0.83


$       1.92


$       1.68

GAAP diluted weighted average shares outstanding

45,195


45,114


45,264


45,095



Three Months Ended
September 30,


Six Months Ended
September 30,


2025


2024


2025


2024

Non-GAAP gross margin reconciliation:








GAAP gross margin

80.1 %


81.6 %


81.0 %


82.0 %

Cost of revenues related to noncash stock-based compensation

0.4 %


0.6 %


0.5 %


0.6 %

Non-GAAP gross margin

80.5 %


82.2 %


81.5 %


82.6 %



Three Months Ended
September 30,


Six Months Ended
September 30,


2025


2024


2025


2024

Non-GAAP free cash flow reconciliation:








GAAP cash provided by operating activities

$   76,769


$   55,589


$ 108,450


$ 100,281

Purchase of property and equipment

(3,187)


(1,848)


(5,066)


(2,711)

Non-GAAP free cash flow

$   73,582


$   53,741


$ 103,384


$   97,570

Use of Non-GAAP Financial Measures

Commvault has provided in this press release the following non-GAAP financial measures: non-GAAP income from operations (EBIT), non-GAAP income from operations margin, non-GAAP gross margin, non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP free cash flow, annualized recurring revenue (ARR), subscription ARR, SaaS ARR and SaaS net dollar retention rate (NRR). This financial information has not been prepared in accordance with GAAP. Commvault uses these non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Commvault believes that the use of these non-GAAP financial measures, when used as a supplement to GAAP financial measures, provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing its financial results with other companies in Commvault's industry, many of which present similar non-GAAP financial measures to the investment community. Commvault has also provided its revenues, ARR, subscription ARR and SaaS ARR on a constant currency basis. Commvault analyzes revenue growth, ARR, subscription ARR and SaaS ARR on a constant currency basis in order to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.

All of these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which are included in this press release.

Non-GAAP income from operations and non-GAAP income from operations margin. These non-GAAP financial measures exclude noncash stock-based compensation charges and additional Federal Insurance Contribution Act (FICA) and related payroll tax expense incurred by Commvault when employees exercise in-the-money stock options or vest in restricted stock awards. Commvault has also excluded restructuring costs, noncash amortization of intangible assets, business combination costs, the change in the estimated fair value of contingent consideration, adjustments from the sale and leaseback of headquarters and other nonrecurring charges from its non-GAAP results. These adjustments are further discussed in the reconciliation of GAAP to non-GAAP financial measures. Commvault believes that these non-GAAP financial measures are useful metrics for management and investors because they compare Commvault's core operating results over multiple periods. When evaluating the performance of Commvault's operating results and developing short- and long-term plans, Commvault does not consider such expenses. 

Although noncash stock-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, Commvault places its primary emphasis on stockholder dilution as compared to the accounting charges related to such equity compensation plans. Commvault believes that providing non-GAAP financial measures that exclude noncash stock-based compensation expense and the additional FICA and related payroll tax expenses incurred on stock option exercises and vesting of restricted stock awards allow investors to make meaningful comparisons between Commvault's operating results and those of other companies.

There are a number of limitations related to the use of non-GAAP income from operations and non-GAAP income from operations margin.  The most significant limitation is that these non-GAAP financial measures exclude certain operating costs, primarily related to noncash stock-based compensation, which is of a recurring nature. Noncash stock-based compensation has been, and will continue to be for the foreseeable future, a significant recurring expense in Commvault's operating results.  In addition, noncash stock-based compensation is an important part of Commvault's employees' compensation and can have a significant impact on their performance. The following table presents the stock-based compensation expense included in cost of revenues, sales and marketing, research and development and general and administrative ($ in thousands):  


Three Months Ended
September 30,


Six Months Ended
September 30,


2025


2024


2025


2024

Cost of revenues

$       1,323


$       1,374


$       2,572


$       2,955

Sales and marketing

12,757


11,631


25,343


21,117

Research and development

7,752


5,555


14,822


10,719

General and administrative

9,981


7,663


19,181


13,828

Stock-based compensation expense

$     31,813


$     26,223


$     61,918


$     48,619

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

The components that Commvault excludes in its non-GAAP financial measures may differ from the components that its peer companies exclude when they report their non-GAAP financial measures. Due to the limitations related to the use of non-GAAP measures, Commvault's management assists investors by providing a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. Commvault's management uses non-GAAP financial measures only in addition to, and in conjunction with, results presented in accordance with GAAP. 

Non-GAAP net income and non-GAAP diluted earnings per share (EPS).  In addition to the adjustments discussed in non-GAAP income from operations, non-GAAP net income and non-GAAP diluted EPS incorporates a non-GAAP effective tax rate of 24%.

Commvault anticipates that in any given period its non-GAAP tax rate may be either higher or lower than the GAAP tax rate as evidenced by historical fluctuations. The GAAP tax rates in recent fiscal years were not meaningful percentages due to the dollar amount of GAAP pre-tax income.  For the same reason as the GAAP tax rates, the estimated cash tax rates in recent fiscal years are not meaningful percentages. Commvault defines its cash tax rate as the total amount of cash income taxes payable for the fiscal year divided by consolidated GAAP pre-tax income. Over time, Commvault believes its GAAP and cash tax rates will align.

Commvault considers non-GAAP net income and non-GAAP diluted EPS useful metrics for Commvault management and its investors for the same basic reasons that Commvault uses non-GAAP income from operations and non-GAAP income from operations margin. In addition, the same limitations as well as management actions to compensate for such limitations described above also apply to Commvault's use of non-GAAP net income and non-GAAP diluted EPS.

Non-GAAP gross margin.  Commvault defines this non-GAAP financial measure as GAAP gross margin adjusted to exclude cost of revenues related to noncash stock-based compensation.

Non-GAAP free cash flow.  Commvault defines this non-GAAP financial measure as net cash provided by operating activities less purchases of property and equipment. Commvault considers non-GAAP free cash flow a useful metric for Commvault management and its investors in evaluating Commvault's ability to generate cash from its business operations. In addition, the same limitations as well as management actions to compensate for such limitations described above also apply to Commvault's use of non-GAAP free cash flow.

Forward-looking non-GAAP measures.  In this press release, Commvault presents certain forward-looking non-GAAP metrics. Commvault cannot provide a reconciliation to the comparable GAAP metric without unreasonable efforts, as certain financial information, the probable significance of which may be material, is not available and cannot be reasonably estimated.

Notes

  1. Annualized recurring revenue (ARR) is defined as the annualized recurring value of all active contracts at the end of a reporting period. It includes recurring subscription offerings (including term licenses, SaaS, and utility software), maintenance related to perpetual and term licenses, extended maintenance contracts (enterprise support), and managed services. It excludes non-recurring elements such as perpetual licenses and professional services which are typically delivered at a point in time. ARR is calculated by dividing the total contract value by the number of days in the contract term and multiplying by 365. Subscription ARR includes only term licenses, SaaS, and utility arrangements, calculated using the same methodology as ARR. SaaS ARR includes only the cloud-hosted portion of subscription ARR and is calculated using the same methodology.

    These metrics should be viewed independently of GAAP revenue, deferred revenue and unbilled revenue and are not intended to be combined with or to replace those items. These metrics are not a forecast of future revenues. Management believes that reviewing these metrics, in addition to GAAP results, helps investors and financial analysts understand the value of Commvault's recurring revenue streams presented on an annualized basis. See "Use of Non-GAAP Financial Measures" for additional explanation.

  2. A reconciliation of GAAP to non-GAAP results has been provided in the reconciliation of GAAP to non-GAAP financial measures included in this press release. An explanation of these measures is also included under the heading "Use of Non-GAAP Financial Measures."

  3. Commvault does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. See "Use of Non-GAAP Financial Measures" for additional explanation.

  4. SaaS net dollar retention rate (NRR) is the percentage of SaaS ARR retained from existing customers at the start of an annual period after accounting for expansion revenue, churn, and downgrades. It is presented on a constant currency basis using exchange rates as of March 31, 2025. Acquired SaaS ARR is excluded until the acquisition is fully integrated, which we generally expect to occur twelve months from the close date. We believe our SaaS NRR offers valuable insight into the year-over-year expansion of our existing customer base, reflecting both increased utilization of current products and services as well as the adoption of additional offerings.

  5. Represents noncash stock-based compensation charges associated with restricted stock units granted and our Employee Stock Purchase Plan, exclusive of stock-based compensation expense related to Commvault's restructuring activities described below in Note 7.

  6. Represents additional FICA and related payroll tax expenses incurred by Commvault when employees exercise in-the-money stock options or vest in restricted stock awards.

  7. These restructuring charges relate primarily to severance and related costs associated with headcount reductions and stock-based compensation related to modifications of existing unvested awards granted to certain employees impacted by the restructuring plans.

  8. Represents noncash amortization of intangible assets.

  9. During the first quarter of fiscal 2025, we entered into a settlement agreement resulting in a payment of approximately $1.5 million which resolved certain legal matters. For the three months ended June 30, 2024, approximately $0.7 million was recorded in general and administrative expenses and the remaining $0.8 million was incurred in a prior period that is not presented in the consolidated statements of operations.

  10. These charges relate to acquisition and business development activities, including legal, accounting and advisory services. Management believes, when used as a supplement to GAAP results, that the exclusion of these costs will help investors and financial analysts understand Commvault's operating results and underlying operational trends as compared to other periods.

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

  12. During the first quarter of fiscal 2026, we finalized the sale of our corporate headquarters and entered into a lease for a portion of the premises. These noncash charges represent accounting adjustments for a $1.3 million loss associated with the related lease terms and an $0.8 million adjustment to reflect the final sale price of the assets resulting in a net charge of $0.5 million recorded in general and administrative expense on the consolidated statements of operations.

  13. Represents noncash impairment charges related to our corporate headquarters.

  14. These primarily legal and consulting expenses are related to our response in the second quarter to a one-time security matter from the first quarter. Given the non-recurring nature of the matter, these costs have been excluded from non-GAAP results to provide a clearer view of ongoing operating performance.

  15. The provision for income taxes is adjusted to reflect Commvault's estimated non-GAAP effective tax rate of 24%.

 

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SOURCE COMMVAULT