Commvault Systems Inc: Form 10-Q for the period ended Sep 30, 2024

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, 2024. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Overview

Incorporated in Delaware in 1996, Commvault Systems, Inc. provides its customers with a scalable platform that enhances customers' cyber resiliency by protecting their data in a world of increasing threats. We provide these products and services for their data across many types of environments, including on-premises, hybrid and multi-cloud. Our offerings are delivered via self-managed software, software-as-a-service ("SaaS"), integrated appliances, or managed by partners. Customers use our Commvault Cloud platform to protect themselves from threats like ransomware and recover their data efficiently.

Sources of Revenues

We generate revenues through subscription arrangements, perpetual software licenses, customer support contracts and other services. A significant portion of our total revenues comes from subscription arrangements, which include both sales of term-based licenses and SaaS offerings. We are focused on these types of recurring revenue arrangements.

We expect our subscription arrangements will continue to generate revenues from the renewals of term-based licenses and SaaS offerings sold in prior years. Any of our pricing models (capacity, instance based, etc.) can be sold via a subscription arrangement, either through term-based licensing or hosted services. In term-based license 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. In SaaS offerings, customers use hosted software over the contract period without taking possession of the software. Revenue related to SaaS is recognized ratably over the contract period.

We sell 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, original equipment manufacturers, and marketplaces. Subscription revenue generated through indirect distribution channels accounted for approximately 90% of total subscription revenue in both the six months ended September 30, 2024 and 2023. Subscription revenue generated through direct distribution channels accounted for approximately 10% of total subscription revenue in both the six months ended September 30, 2024 and 2023. 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 subscription revenue generated through our direct distribution channels from time-to-time. We believe that the growth of our subscription 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 failure of our indirect distribution channels or our direct sales force to effectively sell our products and services could have a material adverse effect on our revenues and results of operations.

We have a non-exclusive distribution agreement with Arrow pursuant to which Arrow's primary role is to enable a more efficient and effective distribution channel for our solutions by managing our resellers and leveraging their own industry experience. We generated 36% of our total revenues through Arrow for both the six months ended September 30, 2024 and 2023. If Arrow were to discontinue or reduce the sales of our solutions 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.

Our customer support revenue includes support contracts tied to our software products. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support, and other premium support offerings, for both term-based software license and perpetual software license arrangements. We sell our customer support contracts as a percentage of net software. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year on our perpetual licenses. The term of our subscription arrangements is typically one to three years but can range between one and five years.

Our other services revenue consists primarily of professional service offerings, including consultation, assessment and design, installation services, and customer education. Revenues from other services can vary period over period based on the timing services are delivered and are typically recognized as the services are performed.

Foreign Currency Exchange Rates’ Impact on Results of Operations

Sales outside the United States were 46% of our total revenues for both the six months ended September 30, 2024 and 2023. 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 revenues, operating expenses and income from operations for our non-U.S. operations. Similarly, our revenues, 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 three months ended September 30, 2023, our total revenues would have been lower by $1.8 million, our cost of revenues would have been lower by $0.1 million and our operating expenses would have been lower by $1.0 million from non-U.S. operations for the three months ended September 30, 2024. Using the average foreign currency exchange rates from the six months ended September 30, 2023, our total revenues would have been lower by $0.6 million, our cost of revenues would have been higher by less than $0.1 million and our operating expenses would have been lower by $0.7 million from non-U.S. operations for the six months ended September 30, 2024.

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 for both the three and six months ended September 30, 2024. We recognized net foreign currency transaction losses of approximately $0.1 million and $0.2 million for the three and six months ended September 30, 2023, respectively.

Critical Accounting Policies

In presenting our consolidated financial statements in conformity with U.S. GAAP, 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 may be affected.

In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. 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 six months ended September 30, 2024 as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” included in our Annual Report on Form 10-K for the year ended March 31, 2024.

Results of Operations

Amounts reported in millions are rounded based on the amounts in thousands. As a result, the sum of the components reported in millions may not equal the total amount reported in millions due to rounding.

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Revenues ($ in millions)

• Total revenues increased $32.3 million, or 16% year over year, driven primarily by an increase in subscription revenue, partially offset by decreases in perpetual license and other services revenues. We remain focused on selling subscription arrangements through both term-based software licenses and SaaS offerings.
• Subscription revenue increased $36.3 million, or 37% year over year, driven primarily by a 75% increase in our SaaS revenue. Term-based license revenue increased 22%, primarily due to an increase in the number of larger term-based license transactions (deals greater than $0.1 million) period over period and an increase in the average selling price of these transactions. Subscription revenue accounted for 57% of total revenues for the three months ended September 30, 2024 compared to 49% for the three months ended September 30, 2023.
• Perpetual license revenue decreased $3.9 million, or 27% year over year. Our preferred route to market is led by the sale of term-based licenses. Perpetual licenses are generally only sold in certain verticals and geographies. Perpetual license revenue accounted for 5% of total revenues for the three months ended September 30, 2024 compared to 7% for the three months ended September 30, 2023.
• Customer support revenue increased $0.7 million, or 1% year over year, driven by a $6.8 million increase in customer support revenue related to term-based license arrangements, partially offset by a $6.1 million decrease in support attached to perpetual license support renewals.
• Other services revenue decreased $0.8 million, or 7% year over year. Changes in other services revenue can vary period over period, primarily due to the timing professional services are delivered.

We track total revenues on a geographic basis. 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. Americas and International represented 62% and 38% of total revenues, respectively, for the three months ended September 30, 2024. Total revenues increased 20% and 10% year over year in the Americas and International, respectively.

• The increase in Americas total revenues was primarily due to an increase of 40% in subscription revenues, offset by decreases of 11%, 1% and 9% in perpetual license, customer support and other services revenues, respectively, as compared to the same period of the prior year.
• The increase in International total revenues was primarily due to increases of 32% and 3% in subscription and customer support revenues, respectively, offset by decreases of 34% and 2% in perpetual license and other services revenues, respectively, as compared to the same period of the prior year.

Our total revenues 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.

Cost of Revenues and Gross Margin ($ in millions)

• Total cost of revenues increased $5.0 million, representing 18% of our total revenues for the three months ended September 30, 2024 compared to 19% for the three months ended September 30, 2023.
• Cost of subscription revenue increased $4.9 million and represented 15% of our total subscription revenue for both the three months ended September 30, 2024 and 2023. The year over year increase is primarily the result of an increase in the cost of infrastructure related to growth in our SaaS offerings.
• Cost of perpetual license revenue decreased $0.2 million and represented 4% of our total perpetual revenue for both the three months ended September 30, 2024 and 2023.
• Cost of customer support revenue increased $0.4 million, representing 20% of our total customer support revenue for the three months ended September 30, 2024 compared to 19% for the three months ended September 30, 2023.
• Cost of other services revenue decreased $0.1 million, representing 69% of our total other services revenue for the three months ended September 30, 2024 compared to 65% for the three months ended September 30, 2023. The decrease in cost of other services revenue was driven by timing of the delivery of certain professional services.

Operating Expenses ($ in millions)

• Sales and marketing expenses increased $17.2 million, or 20%, driven by a $14.1 million increase in employee compensation and sales commissions associated with increased revenues relative to the same period in the prior year, including an increase of $1.7 million in stock-based compensation.
• Research and development expenses increased $2.6 million, or 8%, driven by increases in employee compensation and related expenses, including an increase of $0.2 million in stock-based compensation. The increase in employee compensation and related expenses is primarily driven by additional headcount, including the headcount related to the Appranix, Inc. ("Appranix") acquisition completed in April 2024. Investing in research and development remains a priority for Commvault and we anticipate continued responsible spending related to the development of our software applications and hosted services.
• General and administrative expenses increased $6.2 million, or 22%, primarily due to increases in accounting and legal expenses related to the acquisitions of Appranix and Clumio, Inc. ("Clumio"), and increases in employee compensation and related expenses, including an increase of $1.0 million in stock-based compensation year over year.
• Restructuring: Our restructuring plan, initiated in the fourth quarter of fiscal 2024, is intended to enhance customer satisfaction through the reorganization and redesign of our customer success functions. The realignment of the customer success structure aims to optimize operational efficiency and improve continuity for our customers through the pre-sales and post-sales experience. Restructuring expenses were $0.6 million for the three months ended September 30, 2024. These charges relate primarily to severance and related costs associated with headcount reductions. These expenses included $0.2 million of stock-based compensation related to modifications of existing awards granted to certain employees impacted by the plan. We anticipate the restructuring plan will be completed in the second half of fiscal 2025. There were no restructuring expenses in the three months ended September 30, 2023.

Risks associated with our restructuring plan 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, driven by the acquisition of intangible assets in the first quarter of fiscal 2025.
• Impairment charges: During the three months ended September 30, 2024, we recorded an impairment charge of $2.9 million related to our assets held for sale, which includes changes in the estimated fair value and estimated costs to sell.

Interest Income

Interest income increased $0.4 million, from $1.4 million in the three months ended September 30, 2023 to $1.7 million in the three months ended September 30, 2024, primarily as a result of the amount of invested funds subject to interest income.

Income Tax Expense

Income tax expense was $1.1 million in the three months ended September 30, 2024 compared to expense of $5.7 million in the three months ended September 30, 2023. The decrease in income tax expense compared to the same period in the prior year relates primarily to the recognition of deferred tax assets that were not recognized in prior years due to the Company’s valuation allowance, as well as windfalls from stock compensation.

Six months ended September 30, 2024 compared to six months ended September 30, 2023

Revenues ($ in millions)

• Total revenues increased $58.8 million, or 15% year over year, driven primarily by an increase in subscription revenue, offset by decreases in perpetual license and other services revenues. We remain focused on selling subscription arrangements through both term-based software licenses and SaaS offerings.
• Subscription revenue increased $63.1 million, or 32% year over year, driven primarily by a 72% increase in our SaaS revenue. Term-based license revenue increased 17%, primarily due to an increase in the number of larger term-based license transactions (deals greater than $0.1 million) period over period and an increase in the average selling price of these transactions. Subscription revenue accounted for 56% of total revenues for the six months ended September 30, 2024 compared to 49% for the six months ended September 30, 2023.
• Perpetual license revenue decreased $3.3 million, or 12% year over year. Our preferred route to market is led by the sale of term-based licenses. Perpetual licenses are generally only sold in certain verticals and geographies. Perpetual license revenue accounted for 5% of total revenues for the six months ended September 30, 2024 compared to 7% for the six months ended September 30, 2023.
• Customer support revenue was flat compared to the same period of the prior year, driven by a $12.4 million increase in customer support revenue related to term-based license arrangements, offset by a $12.4 million decrease in support attached to perpetual license support renewals.
• Other services revenue decreased $1.0 million, or 5% year over year. Changes in other services revenue can vary period over period, primarily due to the timing professional services are delivered.

We track total revenues on a geographic basis. 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. Americas and International represented 62% and 38% of total revenues, respectively, for the six months ended September 30, 2024. Total revenues increased 17% and 12% year over year in the Americas and International, respectively.

• The increase in Americas was primarily due to a 33% increase in subscription revenue, offset by a 3% decrease in perpetual license revenue, driven by the shift from selling perpetual licenses to subscription arrangements. Customer support and other services revenues declined 2% and 6%, respectively.
• The increase in International total revenues was primarily due to a 31% increase in subscription revenue, offset by a 16% decrease in perpetual license revenue. Customer support revenue increased 2% year over

year. Other services revenue decreased 2% year over year due to a decrease in the delivery of professional services for the region as compared to the same period of the prior year.

Our total revenues 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.

Cost of Revenues and Gross Margin ($ in millions)

• Total cost of revenues increased $9.2 million and represented 18% of our total revenues for both the six months ended September 30, 2024 and 2023.
• Cost of subscription revenue increased $10.1 million and represented 14% of our total subscription revenue for both the six months ended September 30, 2024 and 2023. The year over year increase is primarily the result of an increase in the cost of infrastructure related to growth in our SaaS offerings.
• Cost of perpetual license revenue decreased $0.3 million, representing 3% of our total perpetual revenue for the six months ended September 30, 2024 compared to 4% for the six months ended September 30, 2023.
• Cost of customer support revenue decreased $0.3 million and represented 19% of our total customer support revenue for both the six months ended September 30, 2024 and 2023.
• Cost of other services revenue decreased $0.3 million, representing 70% of our total other services revenue for the six months ended September 30, 2024 compared to 68% for the six months ended September 30, 2023. The decrease in cost of other services revenue was driven by timing of the delivery of certain professional services.

Operating Expenses ($ in millions)

• Sales and marketing expenses increased $29.1 million, or 17%, primarily due to a $20.2 million increase in employee compensation and sales commissions associated with increased revenues relative to the same period in the prior year, including an increase of $1.5 million in stock-based compensation. In addition, there was an increase year over year in expenses related to a live sales kickoff event and participation in certain strategic conferences, including the RSA conference during the period. These events did not occur in the same period in the prior year.
• Research and development expenses increased $4.3 million, or 7%, driven by increases in employee compensation and related expenses resulting from additional headcount related to the Appranix acquisition completed in April 2024. Expenses related to stock-based compensation were flat compared to the same period of the prior year. Investing in research and development remains a priority for Commvault and we anticipate continued responsible spending related to the development of our software applications and hosted services.
• General and administrative expenses increased $10.0 million, or 18%, driven by increases in accounting and legal expenses related to the acquisitions of Appranix and Clumio, and increases in employee compensation and related expenses, including an increase of $0.2 million in stock-based compensation year over year.
• Restructuring: Our restructuring plan, initiated in the fourth quarter of fiscal 2024, is intended to enhance customer satisfaction through the reorganization and redesign of our customer success functions. The realignment of the customer success structure aims to optimize operational efficiency and improve continuity for our customers through the pre-sales and post-sales experience. Restructuring expenses were $5.2 million for the six months ended September 30, 2024. These charges relate primarily to severance and related costs associated with headcount reductions as well as costs related to office termination and exit charges. These expenses included $4.2 million of stock-based compensation related to modifications of existing awards granted to certain employees impacted by the plan. We anticipate the restructuring plan will be completed in the second half of fiscal 2025. There were no restructuring expenses in the six months ended September 30, 2023.

Risks associated with our restructuring plan 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 $0.8 million, or 26%, driven by the acquisition of intangible assets in the first quarter of fiscal 2025.
• Impairment charges: During the six months ended September 30, 2024, we recorded an impairment charge of $2.9 million related to our assets held for sale, which includes changes in the estimated fair value and estimated costs to sell.

Interest Income

Interest income increased $1.4 million, from $2.1 million in the six months ended September 30, 2023 to $3.5 million in the six months ended September 30, 2024, primarily as a result of the amount of invested funds subject to interest income.

Income Tax Expense

Income tax expense was $3.2 million in the six months ended September 30, 2024 compared to expense of $12.6 million in the six months ended September 30, 2023. The decrease in income tax expense compared to the prior year relates primarily to the recognition of deferred tax assets that were not recognized in prior years due to the Company’s valuation allowance, as well as windfalls from stock compensation.

Liquidity and Capital Resources

In recent fiscal years, our principal source of liquidity has been cash provided by operations. As of September 30, 2024, our cash and cash equivalents balance was $303.1 million, of which approximately $198.8 million was held outside of the United States by our foreign legal entities. These balances are dispersed across approximately 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 of the United States, such repatriation would likely be subject to restrictions by local laws and/or tax consequences, including foreign withholding taxes.

On December 13, 2021, we entered into a five-year $100 million senior secured revolving credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A. 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, engage in 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 the 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 of September 30, 2024, there were no borrowings under the Credit Facility and we were in compliance with all covenants.

On April 18, 2024, the Board of Directors approved an increase of the existing share repurchase program so that $250.0 million was available. The Board's authorization has no expiration date. For the six months ended September 30, 2024, we repurchased $103.3 million of our common stock. The remaining amount available under the current authorization as of September 30, 2024 was $153.2 million.

Our summarized cash flow information is as follows (in millions):

35

• Net cash provided by operating activities was impacted by net income adjusted for the impact of non-cash charges and a decrease in accounts receivable, partially offset by an increase in deferred commissions costs.
• Net cash used in investing activities was related to $21.0 million for the acquisition of Appranix, $2.7 million of capital expenditures and $0.6 million for the purchase of equity securities.
• Net cash used in financing activities was the result of $103.3 million of repurchases of common shares, partially offset by $11.1 million of proceeds from the exercise of stock options and the Employee Stock Purchase Plan.

Working capital decreased $15.6 million from $110.2 million as of March 31, 2024 to $94.6 million as of September 30, 2024. The net decrease in working capital was primarily driven by a decrease in accounts receivable, partially offset by decreases in accrued liabilities and the current portion of deferred revenue.

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 September 30, 2024, we did 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.

Impact of Recently Issued Accounting Standards

See Note 2 of the unaudited consolidated financial statements for a discussion of the impact of recently issued accounting standards.

Interest Rate Risk

None.

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 46% of our sales were outside the United States for the six months ended September 30, 2024. Our primary exposures are to fluctuations in exchange rates for the U.S. dollar versus the Euro, and to a lesser extent, the Australian dollar, British pound sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations. Historically, we have periodically reviewed and revised the pricing of our products available to our customers in foreign countries and we have not maintained excess cash balances in foreign accounts.

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 operations. We recognized net foreign currency transaction losses of approximately $0.3 million for both the three and six months ended September 30, 2024. We recognized net foreign currency transaction losses of approximately $0.1 million and $0.2 million for the three and six months ended September 30, 2023, respectively.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of September 30, 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the second quarter of fiscal 2025 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 disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and 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.

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, 2024, which are incorporated herein by reference, and 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. There have been no material changes from the risk factors set forth in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2024.