UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

COMMVAULT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		22-3447504
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition

     On November 6, 2006, CommVault Systems, Inc. issued a press release announcing its results for its second quarter ended September 30, 2006. A copy of the press release is attached hereto as Exhibit 99.1.

     This information is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into filings under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits:

99.1

Press Release dated November 6, 2006

SIGNATURES

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

		COMMVAULT SYSTEMS, INC.
Dated: November 6, 2006		/s/ Louis F. Miceli
		Louis F. Miceli
		Vice President, Chief Financial Officer

Exhibit 99.1

Press Contact:		Investor Relations:
Jeremy Skule		Michael Picariello
Fleishman Hillard		CommVault
212.453.2245		732.728.5380
jeremy.skule@fleishman.com		ir@commvault.com

CommVault Systems, Inc. Announces Second Quarter Fiscal 2007 Results

Revenues Rise 41 percent to $36.6 million
Non-GAAP Operating Income Increases 165 percent to $5.3 million
Non-GAAP Net Income of $0.12 per Diluted Share

OCEANPORT, N.J. — November 6, 2006 — CommVault Systems, Inc. [NASDAQ: CVLT], a leading provider of data management software applications, today announced its financial results for the second quarter ended September 30, 2006.

N. Robert Hammer, CommVault’s Chairman, President and CEO stated, “We had a very solid second quarter in all segments of our business, which were highlighted by record revenues and increased earnings. We are confident in our business model and our ability to achieve our growth and profitability objectives. We are optimistic about the opportunities ahead of us.”

Total revenues in the second quarter of fiscal 2007 were a record $36.6 million, an increase of 41 percent over total revenues of $25.9 million in the second quarter of fiscal 2006. Software revenue in the second quarter of fiscal 2007 was $20.3 million, an increase of 36 percent from the second quarter of fiscal 2006.

Income from operations, determined in accordance with United States generally accepted accounting principles (GAAP), was $3.8 million for the second quarter of fiscal 2007 compared to $1.9 million in the second quarter of the prior year. For the second quarter of fiscal 2007, CommVault reported GAAP net income of $4.4 million compared to $2.0 million in the same period of the prior year.

On a non-GAAP basis, operating income increased 165 percent to $5.3 million in the second quarter of fiscal 2007 compared to $2.0 million in the second quarter of the prior year. Non-GAAP net income increased 164 percent to $4.5 million or $0.12 per diluted share from $1.7 million or $0.05 per diluted share.

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

Cash and cash equivalents at September 30, 2006, totaled $50.2 million and operating cash flow for the quarter was $7.1 million.

Additional Second Quarter Business Highlights:

	•		CommVault began trading on NASDAQ in an initial public offering (IPO) that closed on September 27, 2006 in which CommVault sold 6.1 million shares and raised net proceeds of approximately $80.2 million.
	•		CommVault entered into an agreement with Network Appliance, Inc. to deliver CommVault® Galaxy Express Backup & Recovery software with the StoreVault S5000 all-in-one network storage appliance, providing the ultimate in low-cost, reliable data protection and network storage functionality for small and medium-sized businesses.
	•		CommVault received the highest possible rating in Gartner’s MarketScope for Enterprise Backup/Recovery Software, 2006 report.

Fiscal 2007 Guidance

CommVault provided guidance for the fiscal year ending March 31, 2007. CommVault currently expects:

•

Total revenues in the range of $148 million to $150 million.

	•		Non-GAAP gross margins of 85.5 percent to 86.0 percent.
	•		Non-GAAP operating income margins of 13.5 percent to 14.5 percent.
	•		Non-GAAP diluted EPS in the range of $0.42 per share to $0.44 per share using an effective tax rate of approximately 20 percent and a weighted average diluted share count of approximately 42.0 million to 43.0 million.
	•		A cash income tax rate of less than 4 percent for fiscal 2007.

The Non-GAAP guidance excludes approximately $0.12 per share of noncash stock-based compensation charges, net of non-GAAP income tax expense of $0.03 per share. In addition, the Non-GAAP guidance also excludes the potential for additional FICA expense that will be incurred by CommVault when employees exercise in the money stock options post IPO lock-up.

Use of Non-GAAP Financial Measures

CommVault has provided in this press release selected financial information that has not been prepared in accordance with GAAP. CommVault uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating CommVault’s ongoing operational performance. CommVault believes that the use of these non-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 investors.

The non-GAAP financial results discussed above excludes noncash stock-based compensation charges, accretion of preferred stock dividends and accretion of fair value of cumulative redeemable convertible preferred stock upon its conversion to common stock. In addition, the non-GAAP financial results apply an effective tax rate of 25 percent starting in the second quarter of fiscal 2007 which will result in an estimated effective tax rate of approximately 20 percent for fiscal 2007.

Non-GAAP financial measures should not be considered in isolation from, or 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. As previously mentioned, a reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included in this press release.

Conference Call Information

CommVault will host a conference call today, November 6, 2006, at 5:00 p.m. EDT to discuss its financial results. To access this call, dial 800-289-0518 (domestic) or 913-981-5523 (international). Additionally, a live web cast of the conference call will be hosted under “Webcasts and Presentations” located under the “Investor Relations” section on CommVault’s web site www.commvault.com.

An archived web cast of this conference call will also be available on the “Investor Relations” section of CommVault’s web site, www.commvault.com.

About CommVault

CommVault^® provides Unified Data Management™ solutions for high-performance data protection, universal availability and simplified management of data on complex storage networks. The CommVault^® QiNetix™ platform, based on CommVault’s Common Technology Engine, integrates Galaxy backup and recovery, snapshot management and recovery, remote replication, active data migration and archiving, e-mail compliance, enterprise service level management and reporting and storage resource management software solutions. The QiNetix unified approach is designed to allow customers to add/integrate QiNetix components, at a fraction of the time, effort and money required by separate point products.

Information about CommVault is available at www.commvault.com or by calling 732.870.4000. CommVault’s corporate headquarters is located in Oceanport, New Jersey in the United States. (cvlt-f)

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 and others. 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.

^©2006 CommVault Systems, Inc. CommVault Systems, CommVault Galaxy, CommVault QiNetix, DataMigrator, DataArchiver, QNet, CommServe StorageManager, Common Technology Engine, MediaAgent, iDataAgent, CommCell and the CommVault logo are trademarks and may be registered trademarks in some jurisdictions of CommVault Systems, Inc. Product and company names herein may be trademarks of their respective owners.

Table I

CommVault Systems, Inc.

Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2006				2005				2006				2005
Revenues:
Software		$	20,260			$	14,860			$	39,048			$	27,323
Services			16,378				11,062				31,112				20,722
Total revenues			36,638				25,922				70,160				48,045
Cost of revenues:
Software			391				303				663				640
Services			4,844				3,044				9,357				5,727
Total cost of revenues			5,235				3,347				10,020				6,367
Gross margin			31,403				22,575				60,140				41,678
Operating expenses:
Sales and marketing			16,272				12,671				31,579				24,524
Research and development			6,100				4,719				11,518				9,057
General and administrative			4,611				2,952				9,264				6,033
Depreciation and amortization			582				382				1,079				765
Income from operations			3,838				1,851				6,700				1,299
Interest expense			(17	)			(2	)			(17	)			(6	)
Interest income			676				256				1,200				431
Income before income taxes			4,497				2,105				7,883				1,724
Income tax expense			(66	)			(91	)			(111	)			(75	)
Net income			4,431				2,014				7,772				1,649
Less: accretion of preferred stock dividends			(1,407	)			(1,427	)			(2,818	)			(2,838	)
Less: accretion of fair value of preferred stock upon conversion			(102,745	)			—				(102,745	)			—
Net income (loss) attributable to common stockholders		$	(99,721	)		$	587			$	(97,791	)		$	(1,189	)
Net income (loss) attributable to common stockholders per share:
Basic		$	(4.90	)		$	0.02			$	(4.96	)		$	(0.06	)
Diluted		$	(4.90	)		$	0.02			$	(4.96	)		$	(0.06	)
Weighted average shares used in computing per share amounts:
Basic			20,353				18,813				19,696				18,810
Diluted			20,353				30,437				19,696				18,810

Table II

CommVault Systems, Inc.

Condensed Consolidated Balance Sheets
(In thousands)

		September 30,				March 31,
		2006				2006
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	50,164			$	48,039
Trade accounts receivable			17,943				18,238
Prepaid expenses and other current assets			2,101				1,877
Total current assets			70,208				68,154
Property and equipment, net			4,356				3,322
Other assets			438				1,092
Total assets		$	75,002			$	72,568
Liabilities, cumulative redeemable convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable		$	1,194			$	1,565
Accrued liabilities			14,074				12,685
Term loan			10,000				—
Deferred revenue			30,171				29,765
Total current liabilities			55,439				44,015
Deferred revenue, less current portion			3,589				3,036
Other liabilities			8				13
Cumulative redeemable convertible preferred stock: Series A through E			—				99,168
Total stockholders’ equity (deficit)			15,966				(73,664	)
		$	75,002			$	72,568

Table III

CommVault Systems, Inc.

Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

		Six Months Ended
		September 30,
		2006				2005
Cash flows from operating activities
Net income		$	7,772			$	1,649
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			1,213				785
Noncash stock compensation			2,881				210
Changes in operating assets and liabilities:
Accounts receivable			295				3,285
Prepaid expenses and other current assets			(224	)			220
Other assets			(200	)			62
Accounts payable			(230	)			(964	)
Accrued expenses			1,317				288
Deferred revenue and other liabilities			954				6,687
Net cash provided by operating activities			13,778				12,222
Cash flows from investing activities
Purchase of property and equipment			(2,247	)			(755	)
Net cash used in investing activities			(2,247	)			(755	)
Cash flows from financing activities
Payments to Series A through E preferred stockholders upon conversion to common stock			(101,833	)			—
Net proceeds from initial public offering and concurrent private placement			82,494				—
Proceeds from the exercise of stock options			190				57
Proceeds from term loan			15,000				—
Repayments on term loan			(5,000	)			(99	)
Net cash used in financing activities			(9,149	)			(42	)
Effects of exchange rate — changes in cash			(257	)			93
Net increase in cash and cash equivalents			2,125				11,518
Cash and cash equivalents at beginning of period			48,039				24,795
Cash and cash equivalents at end of period		$	50,164			$	36,313

Table IV

CommVault Systems, Inc.

Reconciliation of GAAP to Non-GAAP
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

		Three Months Ended September 30,
		2006								2006				2005								2005
		GAAP				Adjustments				Non-GAAP				GAAP				Adjustments				Non-GAAP
Revenues:
Software		$	20,260			$	—			$	20,260			$	14,860			$	—			$	14,860
Services			16,378				—				16,378				11,062				—				11,062
Total revenues			36,638				—				36,638				25,922				—				25,922
Cost of revenues:
Software			391				—				391				303				—				303
Services (1)			4,844				(25	)			4,819				3,044				(4	)			3,040
Total cost of revenues			5,235				(25	)			5,210				3,347				(4	)			3,343
Gross margin			31,403				25				31,428				22,575				4				22,579
Operating expenses:
Sales and marketing (1)			16,272				(660	)			15,612				12,671				(78	)			12,593
Research and development (1)			6,100				(195	)			5,905				4,719				(25	)			4,694
General and administrative (1)			4,611				(604	)			4,007				2,952				(52	)			2,900
Depreciation and amortization			582				—				582				382				—				382
Income from operations			3,838				1,484				5,322				1,851				159				2,010
Interest expense			(17	)			—				(17	)			(2	)			—				(2	)
Interest income			676				—				676				256				—				256
Income before income taxes			4,497				1,484				5,981				2,105				159				2,264
Income tax expense (2)			(66	)			(1,429	)			(1,495	)			(91	)			(475	)			(566	)
Net income			4,431				55				4,486				2,014				(316	)			1,698
Less: accretion of preferred stock dividends (3)			(1,407	)			1,407				—				(1,427	)			1,427				—
Less: accretion of fair value of preferred stock upon conversion (4)			(102,745	)			102,745				—				—				—				—
Net income (loss) attributable to common stockholders		$	(99,721	)		$	104,207			$	4,486			$	587			$	1,111			$	1,698
Net income (loss) attributable to common stockholders per share:
Basic		$	(4.90	)						$	0.13			$	0.02							$	0.05
Diluted		$	(4.90	)						$	0.12			$	0.02							$	0.05
Weighted average shares used in computing per share amounts:
Basic			20,353				15,323				35,676				18,813				16,019				34,832
Diluted			20,353				18,590				38,943				30,437				6,333				36,770

Table V

CommVault Systems, Inc.

Reconciliation of GAAP to Non-GAAP
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

		Six Months Ended September 30,
		2006								2006				2005								2005
		GAAP				Adjustments				Non-GAAP				GAAP				Adjustments				Non-GAAP
Revenues:
Software		$	39,048			$	—			$	39,048			$	27,323			$	—			$	27,323
Services			31,112				—				31,112				20,722				—				20,722
Total revenues			70,160				—				70,160				48,045				—				48,045
Cost of revenues:
Software			663				—				663				640				—				640
Services (1)			9,357				(51	)			9,306				5,727				(6	)			5,721
Total cost of revenues			10,020				(51	)			9,969				6,367				(6	)			6,361
Gross margin			60,140				51				60,191				41,678				6				41,684
Operating expenses:
Sales and marketing (1)			31,579				(1,277	)			30,302				24,524				(108	)			24,416
Research and development (1)			11,518				(382	)			11,136				9,057				(32	)			9,025
General and administrative (1)			9,264				(1,171	)			8,093				6,033				(64	)			5,969
Depreciation and amortization			1,079				—				1,079				765				—				765
Income from operations			6,700				2,881				9,581				1,299				210				1,509
Interest expense			(17	)			—				(17	)			(6	)			—				(6	)
Interest income			1,200				—				1,200				431				—				431
Income before income taxes			7,883				2,881				10,764				1,724				210				1,934
Income tax expense (2)			(111	)			(1,429	)			(1,540	)			(75	)			(409	)			(484	)
Net income			7,772				1,452				9,224				1,649				(199	)			1,450
Less: accretion of preferred stock dividends (3)			(2,818	)			2,818				—				(2,838	)			2,838				—
Less: accretion of fair value of preferred stock upon conversion (4)			(102,745	)			102,745				—				—				—				—
Net income (loss) attributable to common stockholders		$	(97,791	)		$	107,015			$	9,224			$	(1,189	)		$	2,639			$	1,450
Net income (loss) attributable to common stockholders per share:
Basic		$	(4.96	)						$	0.26			$	(0.06	)						$	0.04
Diluted		$	(4.96	)						$	0.24			$	(0.06	)						$	0.04
Weighted average shares used in computing per share amounts:
Basic			19,696				15,671				35,367				18,810				16,019				34,829
Diluted			19,696				18,997				38,693				18,810				17,558				36,368

Footnotes — Adjustments

(1)			Represents noncash stock-based compensation charges associated with stock options granted.
(2)			The provision for income taxes is adjusted to reflect CommVault’s estimated non-GAAP effective tax rate of approximately 25% starting in the second quarter of fiscal 2007.
(3)			Represents accretion of preferred stock dividends due on CommVault’s Series A through E cumulative redeemable convertible preferred stock prior to its conversion to common stock on September 27, 2006.
(4)			Represents accretion of fair value of Series A through E cumulative redeemable convertible preferred stock upon conversion to common stock on September 27, 2006.