DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 9 Months Ended | |
Dec. 31, 2013 | Feb. 07, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Covisint Corp | ' |
Entity Central Index Key | '0001563699 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 37,490,500 |
CONDENSED_AND_CONSOLIDATED_BAL
CONDENSED AND CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash | $54,770 | $966 |
Accounts receivable, net | 18,990 | 25,386 |
Deferred tax asset, net | 1,382 | 2,011 |
Due from parent and affiliates | 2,046 | 0 |
Other current assets | 6,267 | 5,517 |
Total current assets | 83,455 | 33,880 |
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION | 3,460 | 2,654 |
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET | 23,523 | 24,447 |
OTHER: | ' | ' |
Goodwill | 25,385 | 25,385 |
Deferred costs | 7,336 | 9,738 |
Deferred tax asset, net | 135 | 146 |
Other assets | 858 | 1,808 |
Total other assets | 33,714 | 37,077 |
TOTAL ASSETS | 144,152 | 98,058 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 2,114 | 2,440 |
Accrued commissions | 1,586 | 1,982 |
Deferred revenue | 15,575 | 16,989 |
Accrued expenses | 3,617 | 2,921 |
Due to parent and affiliates | 0 | 7,556 |
Total current liabilities | 22,892 | 31,888 |
DEFERRED REVENUE | 13,935 | 18,188 |
ACCRUED LIABILITIES | 21 | 271 |
DEFERRED TAX LIABILITY, NET | 2,891 | 4,817 |
Total liabilities | 39,739 | 55,164 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
Preferred stock, no par value - authorized 5,000,000 shares; none issued and outstanding | 0 | 0 |
Common stock, no par value - authorized 50,000,000 shares; issued and outstanding 37,490,500 (30,003,000 issued and outstanding as of March 31, 2013) | 0 | 0 |
Additional paid-in capital | 133,391 | 46,186 |
Retained deficit | -29,019 | -3,289 |
Accumulated other comprehensive income (loss) | 41 | -3 |
Total shareholder’s equity | 104,413 | 42,894 |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | $144,152 | $98,058 |
CONDENSED_AND_CONSOLIDATED_BAL1
CONDENSED AND CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, no par value (in dollars per share) | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value (in dollars per share) | ' | ' |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 37,490,500 | 30,003,000 |
Common stock, shares outstanding | 37,490,500 | 30,003,000 |
CONDENSED_COMBINED_AND_CONSOLI
CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
REVENUE | $24,109 | $23,801 | $72,735 | $65,020 |
COST OF REVENUE | 13,660 | 12,173 | 41,096 | 34,022 |
GROSS PROFIT | 10,449 | 11,628 | 31,639 | 30,998 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Research and development | 3,533 | 480 | 9,362 | 898 |
Sales and marketing | 8,484 | 6,510 | 26,610 | 18,504 |
General and administrative | 6,724 | 4,787 | 21,338 | 13,867 |
Total operating expenses | 18,741 | 11,777 | 57,310 | 33,269 |
LOSS BEFORE INCOME TAX PROVISION | -8,292 | -149 | -25,671 | -2,271 |
INCOME TAX PROVISION | 22 | 31 | 59 | 88 |
NET LOSS | -8,314 | -180 | -25,730 | -2,359 |
Basic and diluted earnings (loss) per share (in dollars per share) | ($0.22) | ($0.01) | ($0.79) | ($0.08) |
OTHER COMPREHENSIVE INCOME, NET OF TAX | ' | ' | ' | ' |
Foreign currency translation adjustments | 24 | 0 | 44 | 0 |
TAX ATTRIBUTES OF ITEMS IN OTHER COMPREHENSIVE INCOME | ' | ' | ' | ' |
Foreign currency translation adjustments | 0 | 0 | 0 | 0 |
OTHER COMPREHENSIVE INCOME, NET OF TAX | 24 | 0 | 44 | 0 |
COMPREHENSIVE LOSS | ($8,290) | ($180) | ($25,686) | ($2,359) |
CONDENSED_AND_CONSOLIDATED_STA
CONDENSED AND CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
In Thousands, except Share data, unless otherwise specified | |||||
Beginning balance at Mar. 31, 2013 | $42,894 | $0 | $46,186 | ($3,289) | ($3) |
Beginning balance (in shares) at Mar. 31, 2013 | ' | 30,003,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net loss | -25,730 | ' | ' | -25,730 | ' |
Parent contribution of stock awards and related taxes, net (Note 5) | -2,954 | ' | -2,954 | ' | ' |
Covisint stock option expense (Note 5) | 16,140 | ' | 16,140 | ' | ' |
Covisint stock option exercise (in shares) | 128,000 | 127,500 | ' | ' | ' |
Covisint stock option exercise | 332 | ' | 332 | ' | ' |
Income taxes | 7,365 | ' | 7,365 | ' | ' |
Foreign currency translation | 44 | ' | ' | ' | 44 |
IPO proceeds (in shares) | ' | 7,360,000 | ' | ' | ' |
Shares sold in IPO (proceeds received net of offering costs) | 66,322 | ' | 66,322 | ' | ' |
Ending balance at Dec. 31, 2013 | $104,413 | $0 | $133,391 | ($29,019) | $41 |
Ending balance (in shares) at Dec. 31, 2013 | ' | 37,490,500 | ' | ' | ' |
CONDENSED_COMBINED_AND_CONSOLI1
CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ' | ' |
Net loss | ($25,730) | ($2,359) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operations: | ' | ' |
Depreciation and amortization | 6,423 | 4,738 |
Deferred income taxes | 43 | -91 |
Stock award compensation | 14,413 | 1,105 |
Other | 0 | 60 |
Net change in assets and liabilities: | ' | ' |
Accounts receivable | 6,464 | 677 |
Other assets | 1,891 | 2,182 |
Accounts payable and accrued expenses | -376 | -323 |
Deferred revenue | -5,730 | -6,004 |
Net cash provided by (used in) operating activities | -2,602 | -15 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ' | ' |
Property and equipment | -1,936 | -636 |
Capitalized software | -4,364 | -11,848 |
Net cash used in investing activities | -6,300 | -12,484 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITES: | ' | ' |
Net investment from parent company | 0 | 12,881 |
Cash payments to parent company | 53,208 | 0 |
Cash payments to parent company | -57,942 | 0 |
Proceeds from initial public offering | 68,448 | 0 |
Initial public offering costs | -1,397 | -382 |
Net proceeds from exercise of stock awards | 332 | 0 |
Net cash provided by financing activities | 62,649 | 12,499 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 57 | 0 |
NET CHANGE IN CASH | 53,804 | 0 |
CASH AT BEGINNING OF PERIOD | 966 | 0 |
CASH AT END OF PERIOD | $54,770 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Basis of Presentation—The accompanying unaudited condensed, combined and consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation, a Michigan corporation majority-owned by Compuware Corporation (“Compuware” or the “Parent”), and the Covisint segment of Compuware (combined operations are referred to as the “Company” or “Covisint”). Effective January 1, 2013, Compuware contributed substantially all of the assets and liabilities of the Covisint segment to Covisint Corporation (“January 2013 Contribution”). The Financial Statements reflect the assets, liabilities, revenues and expenses that were directly attributable to the Company as it operated within Compuware prior to the January 2013 Contribution, and they have been derived from the consolidated financial statements and accounting records of Compuware using the historical results of operations and historical basis of assets and liabilities for the Covisint operations of Compuware. The historical financial results may not be indicative of the results that would have been achieved had Covisint operated as a separate, stand-alone entity. The Financial Statements do not reflect any changes that may occur in the financing and operations of the Company in the future. These Financial Statements, prior to the January 2013 Contribution, were prepared on a combined basis because the operations were under common control. | ||||||||||||||||
The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information and with the instructions of Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, contingencies and results of operations. While management has based its assumptions and estimates on the facts and circumstances existing at December 31, 2013, final amounts may differ from these estimates. | ||||||||||||||||
In the opinion of the Company’s management, the accompanying Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. These Financial Statements should be read in conjunction with the Company’s audited combined and consolidated financial statements and notes thereto for the year ended March 31, 2013 included in the Company's prospectus filed with the Securities and Exchange Commission. The condensed and consolidated balance sheet at March 31, 2013, has been derived from the audited financial statements at that date. | ||||||||||||||||
In September 2013, the Company substantially completed its initial public offering (“IPO”) in which it issued and sold 7.4 million shares of its common stock at a public offering price of $10.00 per share. The Company received net proceeds of $68.4 million after deducting underwriting discounts and commissions of $5.2 million. | ||||||||||||||||
The Financial Statements include an allocation of certain corporate expenses including costs for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and executive management functions provided to the Company by Compuware. These allocations were primarily based on headcount, revenue and space occupied as a proportion of those in all Compuware operating units. Management believes the allocations are reasonable. However, the expenses allocated to the Company for these services are not necessarily indicative of the expense that would have been incurred if the Company had been a separate, independent entity and had otherwise managed these functions. Corporate expenses charged to the Company by Compuware totaled $2.4 million and $2.7 million for the three months ended December 31, 2013 and 2012, respectively, and $8.5 million and $8.1 million for the nine months ended December 31, 2013 and 2012, respectively. Through December 31, 2012, such costs and expenses were deemed to have been contributed by Compuware to Covisint in the period in which the costs were recorded. Since January 1, 2013, these expenses have been included in the net amount due to parent and affiliates. | ||||||||||||||||
On May 23, 2013, the Company’s board of directors approved a 30-for-1 stock split of the Company’s common shares and amended its articles of incorporation to increase the authorized shares of the Company’s common stock from 9,000,000 to 50,000,000 and to increase the authorized shares of the Company’s preferred stock from 1,000,000 to 5,000,000. The stock split was in the form of a stock dividend, where holders of common shares issued by the Company and outstanding as of the date of the stock dividend received 29 newly issued common shares of the Company for each common share of the Company held at such date. The effect of the stock split has been retroactively reflected in these Financial Statements. | ||||||||||||||||
Revenue Recognition | ||||||||||||||||
The Company derives revenue through contracts under which it provides customers services including access to and support of the Covisint platform (“subscription”) and services related to implementation, solution deployment and on-boarding (“services”). The arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. In order for a transaction to be eligible for revenue recognition, the following revenue criteria must be met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. | ||||||||||||||||
Signed agreements and binding purchase orders are used as evidence of an arrangement. For customers where a purchase order is used as evidence of an arrangement, master terms and conditions exist that govern such arrangements. The Company assesses cash collectibility based on a number of factors including past collection history with the customer. If the Company determines that collectibility is not reasonably assured, the Company defers the revenue until collectibility becomes reasonably assured, generally upon receipt of cash. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Customers typically have the right to terminate their agreement if the Company fails to perform. | ||||||||||||||||
The Company’s contracts may include a subscription fee for ongoing platform as a service (“PaaS”) operations and project (services) fees. For arrangements that contain multiple elements, in accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” the arrangement consideration is allocated based on relative selling price using the following hierarchy: vendor specific objective evidence (“VSOE” which represents the price when sold separately) if available; third-party evidence if VSOE is not available; or estimated selling price if neither VSOE nor third-party evidence is available. The Company is currently unable to establish VSOE or third-party evidence of selling price for its deliverables. Therefore, the Company determines its best estimate of selling price by evaluating renewal amounts included in a contract, if any, and estimated costs to deliver each element. | ||||||||||||||||
The subscription fees are recognized ratably over the applicable service period. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the “launch date” of the customers’ access to the Company’s production environment or when all of the revenue recognition criteria have been met. The Company considers delivery to have occurred on the “launch date”, which is the point in time that a customer is provided access to use the Company’s platform. | ||||||||||||||||
During fiscal 2012, the Company established evidence of stand-alone value based on other vendors providing similar services for many of the services it offers. Prior to establishing evidence of stand-alone value for services, and for those projects that do not currently have stand-alone value, the revenue is deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). Services that have stand-alone value are recognized as delivered generally using a proportional performance methodology based on dependable estimates of hours incurred and expected hours to complete since these services are primarily performed on a fixed fee basis. Hours or costs incurred represent a reasonable surrogate for output measures of contract performance, including the presentation of deliverables to the client; therefore, hours or costs incurred are used as the basis for revenue recognition. If it is determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent. | ||||||||||||||||
Deferred Costs | ||||||||||||||||
Deferred costs consist of the incremental direct personnel and outside contractor costs incurred in delivering implementation and solutions deployment services that do not have stand-alone value. Revenue from these services, as described above, is deferred and recognized over the longer of the committed term of the subscription agreement or the expected period over which the customer will receive benefit. Therefore, the costs are recognized over the same period as the associated revenue. | ||||||||||||||||
Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “prepaid expenses and other current assets” or non-current “other assets” as applicable in the condensed and consolidated balance sheets and recognized as “sales and marketing” expenses in the condensed, combined and consolidated statements of comprehensive income over the revenue recognition period of the related transaction. | ||||||||||||||||
Deferred Revenue | ||||||||||||||||
Deferred revenue consists of the billed but unearned portion of existing contracts for subscription and services provided and is recognized as services are delivered or over the expected period during which the customer will receive benefit. The Company generally invoices its customers’ subscription fees in annual, quarterly or monthly installments. Contractual time periods often exceed the invoicing period and accordingly, the deferred revenue balance does not represent the total contract value of committed subscription agreements. The portion of deferred revenue that the Company anticipates will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue. The Company has generally received payment for the services for which the revenue has been deferred. | ||||||||||||||||
Collection and Remittance of Taxes | ||||||||||||||||
The Company records the collection of taxes from customers and the remittance of these taxes to governmental authorities on a net basis in its condensed, combined and consolidated statements of comprehensive income. | ||||||||||||||||
Cost of Revenue | ||||||||||||||||
Consists of compensation and related expenses for infrastructure and operations staff, payments to outside service providers, data center costs related to hosting the Company’s software and amortization of capitalized software. | ||||||||||||||||
Capitalized Software | ||||||||||||||||
Includes the costs of purchased and internally developed software products capitalized in accordance with ASC 350-40, “Internal Use Software” and software technology purchased through acquisitions and is stated at unamortized cost. Net purchased software included in capitalized software was $0.7 million and $0.9 million as of December 31, 2013 and March 31, 2013, respectively. | ||||||||||||||||
Capitalized and purchased software costs are amortized on a straight line basis over the expected useful life of the software, which is generally five years. Amortization begins when the software technology is ready for its intended use. Amortization expense was $1.7 million and $1.3 million for the three months ended December 31, 2013 and 2012, respectively, and $5.0 million and $3.5 million for the nine months ended December 31, 2013 and 2012, respectively. Amortization expenses are included in “cost of revenue” in the condensed, combined and consolidated statements of comprehensive income. | ||||||||||||||||
Capitalized software is reviewed for impairment when events and circumstances indicate such asset may be impaired. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the capitalized software, an impairment charge is recorded in the amount by which the present value of future cash flows is less than the carrying value of these assets. Covisint has not had any impairment charges related to capitalized software. | ||||||||||||||||
Research and Development | ||||||||||||||||
For development costs related to the Company’s PaaS offering, the Company follows the guidance set forth in ASC 350-40 which requires companies to capitalize qualifying computer software development costs, which are incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Research and development costs include primarily the cost of programming personnel and amounted to $4.5 million and $4.7 million for the three months ended December 31, 2013 and 2012, respectively, of which $1.0 million and $4.2 million, respectively, was capitalized as internally developed software technology. Research and development costs amounted to $13.7 million and $12.7 million for the nine months ended December 31, 2013 and 2012, respectively, of which $4.4 million and $11.8 million, respectively, was capitalized as internally developed software technology. | ||||||||||||||||
Income Taxes – The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of Compuware’s consolidated group (“Consolidated Group”), the Company’s operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after the January 2013 Contribution. | ||||||||||||||||
Income taxes are presented herein on a separate return basis even though the Company’s results of operations have historically been included in the consolidated, combined, unitary or separate income tax returns of Compuware. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed, combined and consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating losses using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. | ||||||||||||||||
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability. If it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. | ||||||||||||||||
Interest and penalties related to uncertain tax positions are included in the income tax provision. | ||||||||||||||||
Foreign Currency Translation | ||||||||||||||||
The Company’s foreign operations use their respective local currency as their functional currency. Assets and liabilities of foreign subsidiaries are minimal and are generally short term in nature. Such assets and liabilities in the condensed, combined and consolidated balance sheets have been translated at the rate of exchange at the respective balance sheet dates, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations. | ||||||||||||||||
Stock-Based Compensation – Stock award compensation expense is recognized, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award, for awards that vest strictly based on time, and on a straight-line basis over the requisite service period of the individual tranches of the award for awards with performance conditions. | ||||||||||||||||
Compuware Corporation Stock Compensation Awards | ||||||||||||||||
Certain Covisint employees have been granted stock options to purchase Compuware common stock, and under the agreements between the Company and Compuware, Covisint records the compensation expense relating to these stock options to purchase Compuware common stock. Compuware calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of Compuware’s common stock over the most recent period commensurate with the expected life of the stock option granted. Compuware uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. | ||||||||||||||||
The estimates used to calculate the fair value of the Company may change from year to year based on operating results, market conditions and estimated future cash flows. While the Company believes that the assumptions and estimates used to determine the estimated fair value of the Company/or Compuware are reasonable, a change in assumptions underlying these estimates could materially affect the determination of the fair value of the Covisint business, and could therefore materially impact the estimated fair value of a share of Covisint stock. | ||||||||||||||||
The following is the average fair value per share of Compuware stock compensation awards estimated on the date of grant and the assumptions used for each option granted to Compuware employees, including those providing services to Covisint, during the nine months ended December 31, 2013 and 2012. | ||||||||||||||||
Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Expected volatility | 39.52% | 40.83% | ||||||||||||||
Risk-free interest rate | 1.59% | 0.95% | ||||||||||||||
Expected lives at date of grant (in years) | 6.28 | 6.3 | ||||||||||||||
Weighted average fair value of the options granted | $2.69 | $4.02 | ||||||||||||||
Dividend Yield Assumption (1) | 4.42% | 0.00% | ||||||||||||||
(1) In January 2013, the Compuware Board of Directors announced its intention to begin paying cash dividends totaling $0.50 per share annually, to be paid quarterly beginning in the first quarter of fiscal 2014. Prior to that, Compuware had never paid a dividend or announced any intentions to pay a dividend. | ||||||||||||||||
Covisint Corporation Stock Compensation Awards | ||||||||||||||||
Covisint calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. Covisint does not have historical stock price data, therefore, the expected volatility assumption is based on an average of the historical volatility of comparable companies (“peer group companies”). For peer group companies that have not been publicly traded long enough to have sufficient historical data, the volatility figures included in these companies’ most recent Form 10-Qs or Form 10-Ks were used. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The expected life of the stock option is based on management’s best estimates considering the terms of the options granted. Dividend yields have not been a factor in determining fair value of stock options granted as Covisint has never issued cash dividends and does not anticipate issuing cash dividends in the future. | ||||||||||||||||
Prior to the IPO, Covisint stock was not traded on a stock exchange and thus the exercise price of Covisint stock options at the date of grant was determined by calculating the estimated fair market value of the Company operations divided by the total shares outstanding, including outstanding stock options that had not yet vested. The estimated fair market value of the Covisint operations was measured using an equal combination of discounted cash flow and market comparable valuations and was discounted due to a lack of marketability at the grant date. Previous valuation estimates placed a greater emphasis on the discounted cash flow model. The discounted cash flow model uses significant assumptions, including projected future cash flows, a discount rate reflecting the risk inherent in future cash flows and a terminal growth rate. The key assumptions in the market comparable value analysis are the selection of peer group companies and application of these peer group companies’ data to Covisint. | ||||||||||||||||
Business Segments— The Company operates in a single business segment. Sales are heavily weighted toward North American automotive companies. | ||||||||||||||||
Significant Customers – A single customer, in the automotive industry, comprised 25 percent and 32 percent of total revenues during the three months ended December 31, 2013 and 2012, respectively, and 26 percent and 34 percent of total revenue during the nine months ended December 31, 2013 and 2012, respectively. The same automotive customer comprised 21 percent and 30 percent of outstanding accounts receivable as of December 31, 2013 and March 31, 2013, respectively. A second customer, which is a reseller to customers in the healthcare industry, comprised 15 percent and 7 percent of total revenues during the three months ended December 31, 2013 and 2012, respectively, and 13 percent and 6 percent of total revenue during the nine months ended December 31, 2013 and 2012, respectively. The same customer comprised 15 percent and 12 percent of outstanding accounts receivable as of December 31, 2013 and March 31, 2013, respectively. | ||||||||||||||||
Geographical Information— Financial information regarding geographic operations is presented in the table below (in thousands): | ||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
United States | $ | 19,831 | $20,647 | $61,680 | $55,576 | |||||||||||
International operations | 4,278 | 3,154 | 11,055 | 9,444 | ||||||||||||
Total | $24,109 | $23,801 | $72,735 | $65,020 | ||||||||||||
December 31, 2013 | March 31, 2013 | |||||||||||||||
Long-lived assets: | ||||||||||||||||
United States | $51,150 | $51,019 | ||||||||||||||
International operations | 22 | — | ||||||||||||||
Total | $51,172 | $51,019 | ||||||||||||||
Long-lived assets are comprised of property, plant and equipment, goodwill and capitalized software. | ||||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company plans to adopt this ASU in fiscal 2015 and does not expect it to have a significant impact on the Company’s financial statements. | ||||||||||||||||
In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments in this ASU supersede and replace the presentation requirements for reclassifications out of accumulated other comprehensive income in ASUs 2011-05 (issued in June 2011) and 2011-12 (issued in December 2011) for all public and private organizations. For public entities, the amendments of this ASU are effective prospectively for reporting periods beginning after December 15, 2012. The requirements of this ASU were adopted during the Company’s quarter ended March 31, 2013 and did not have a significant impact on its disclosures. |
CAPITALIZED_SOFTWARE_AND_OTHER
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | ' | |||||||||||||||||||
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||
The components of the Company’s intangible assets are as follows (in thousands): | ||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $47,657 | ($25,330 | ) | $22,327 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (3,877 | ) | 838 | ||||||||||||||||
Trademarks(4) | 340 | (340 | ) | — | ||||||||||||||||
Total amortizing intangible assets | $52,712 | ($29,547 | ) | $23,165 | ||||||||||||||||
March 31, 2013 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $43,294 | ($20,314 | ) | $22,980 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (3,646 | ) | 1,069 | ||||||||||||||||
Trademarks(4) | 340 | (300 | ) | 40 | ||||||||||||||||
Total amortizing intangible assets | $48,349 | ($24,260 | ) | $24,089 | ||||||||||||||||
_____________________________________________________ | ||||||||||||||||||||
-1 | The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. These trademarks are deemed to have an indefinite life and therefore are not being amortized. | |||||||||||||||||||
-2 | Amortization of capitalized software is included in “cost of revenue” in the condensed, combined and consolidated statements of comprehensive income. Capitalized software is generally amortized over five years. | |||||||||||||||||||
-3 | Amortization of customer relationship agreements is included in “sales and marketing” in the condensed, combined and consolidated statements of comprehensive income. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years. | |||||||||||||||||||
-4 | Amortization of trademarks is included in “administrative and general” in the condensed, combined and consolidated statements of comprehensive income. Trademarks were acquired as part of acquisitions and are being amortized over three years. | |||||||||||||||||||
Amortization expense of intangible assets was $1.8 million and $1.4 million for the three months ended December 31, 2013 and 2012, respectively, and $5.3 million and $3.8 million for the nine months ended December 31, 2013 and 2012, respectively. Estimated future amortization expense, based on identified intangible assets at December 31, 2013, is expected to be as follows (in thousands): | ||||||||||||||||||||
At December 31, 2013 for the Year Ending March 31, | ||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Capitalized software | $1,751 | $6,613 | $5,802 | $4,852 | $2,814 | |||||||||||||||
Customer relationships | 77 | 308 | 308 | 144 | — | |||||||||||||||
Total | $1,828 | $6,921 | $6,110 | $4,996 | $2,814 | |||||||||||||||
EARNINGS_PER_COMMON_SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
EARNINGS PER COMMON SHARE | ' | |||||||||||||||
EARNINGS PER COMMON SHARE | ||||||||||||||||
Basic earnings per common share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potentially dilutive equivalent shares outstanding using the treasury method. Earnings per share are presented below as if Covisint Corporation and the Covisint segment of Compuware had been combined for all periods presented. | ||||||||||||||||
EPS data were computed as follows (in thousands, except for per share data): | ||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic loss per share: | ||||||||||||||||
Numerator: Net loss | ($8,314 | ) | ($180 | ) | ($25,730 | ) | ($2,359 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 37,363 | 30,003 | 32,599 | 30,003 | ||||||||||||
Basic loss per share | ($0.22 | ) | ($0.01 | ) | ($0.79 | ) | ($0.08 | ) | ||||||||
Diluted loss per share: | ||||||||||||||||
Numerator: Net loss | ($8,314 | ) | ($180 | ) | ($25,730 | ) | ($2,359 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 37,363 | 30,003 | 32,599 | 30,003 | ||||||||||||
Dilutive effect of stock awards | — | — | — | — | ||||||||||||
Total shares | 30,403 | 30,003 | 30,204 | 30,003 | ||||||||||||
Diluted loss per share | ($0.22 | ) | ($0.01 | ) | ($0.79 | ) | ($0.08 | ) | ||||||||
Stock awards to purchase approximately 4,342,000 and 3,558,000 shares for the three months ended December 31, 2013 and 2012, respectively, and 4,314,000 and 3,571,000 shares for the nine months ended December 31, 2013 and 2012, respectively, were excluded from the diluted EPS calculation because they were anti-dilutive. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Contractual Obligations | |
The Company currently occupies office space within facilities owned and leased by Compuware. The Company has not entered into commitments related to space occupied within Compuware facilities; however, the expenses allocated or charged to the Company by Compuware include costs associated with such facilities. The Company is not subject to unconditional purchase obligations with a remaining term greater than one year. | |
Legal Matters | |
The Company is subject to legal proceedings, claims, investigations and proceedings in the ordinary course of business. In accordance with U.S. GAAP, the Company makes a provision for a liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. The Company is not currently involved in any outstanding legal proceedings. |
BENEFIT_PLANS
BENEFIT PLANS | 9 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||
BENEFIT PLANS | ' | |||||||||||||||||||
BENEFIT PLANS | ||||||||||||||||||||
As the Company is a majority-owned subsidiary of Compuware Corporation, certain Covisint employees have been granted Compuware stock compensation awards. In accordance with the provisions of Staff Accounting Bulletin (“SAB”) 1.B.1, “Costs Reflected in Historical Financial Statements,” the expense for these awards is included within the condensed, combined and consolidated statements of comprehensive income. | ||||||||||||||||||||
Compuware Stock-Based Compensation Plans | ||||||||||||||||||||
Compuware Employee Stock Ownership Plan and 401(k) Plan | ||||||||||||||||||||
The Company provides a matching program for the 401(k) component of the ESOP/401(k). The Company matches 33 percent of employees’ 401(k) contributions up to 2 percent of eligible earnings. Matching contributions vest 100 percent when an employee attains three years of service. During the three months ended December 31, 2013 and 2012, respectively, the Company expensed $0.2 million and $0.1 million related to this program. For the nine months ended December 31, 2013 and 2012, the Company expensed 0.5 million and $0.3 million, respectively, related to this program. | ||||||||||||||||||||
Compuware Stock Option Activity | ||||||||||||||||||||
A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of December 31, 2013, and changes during the nine months then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
Nine Months Ended December 31, 2013 | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average | Intrinsic | |||||||||||||||||
Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term in Years | ||||||||||||||||||||
Options outstanding as of April 1, 2013 | 979 | $9.19 | ||||||||||||||||||
Granted | — | |||||||||||||||||||
Exercised | (269 | ) | 8.01 | $802 | ||||||||||||||||
Forfeited | (160 | ) | 10.49 | |||||||||||||||||
Cancelled/expired | (50 | ) | 12 | |||||||||||||||||
Options outstanding as of December 31, 2013 | 500 | $9.14 | 5.58 | $1,070 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2013 | 478 | $9.10 | 5.46 | $1,041 | ||||||||||||||||
Options exercisable as of December 31, 2013 | 348 | $8.80 | 4.37 | $863 | ||||||||||||||||
The vesting schedule of options has varied over the years with the following vesting terms being the most common: (1) 50 percent of shares vest on the third anniversary date and 25 percent on the fourth and fifth anniversary dates; (2) 25 percent of shares vest on each annual anniversary date over four years; or (3) 30 percent of shares vest on the first and second anniversary dates and 40 percent vest on the third anniversary date. | ||||||||||||||||||||
All options were granted with exercise prices at or above fair market value on the date of grant and expire ten years from the date of grant. Option expense is recognized on a straight-line basis over the vesting period unless the options vest more quickly than the expense would be recognized. In this case, additional expense is taken to ensure the expense is proportionate to the percent of options vested at any point in time. | ||||||||||||||||||||
During the nine months ended December 31, 2013, 86,609 Compuware option shares granted to Covisint employees vested, with an average fair value of $4.44 per share. | ||||||||||||||||||||
Compuware Restricted Stock Units and Performance-Based Stock Awards Activity | ||||||||||||||||||||
A summary of non-vested restricted stock units (“RSUs”) and performance-based stock awards (“PSAs” and collectively “Non-vested RSU”) activity for Covisint employees and directors under the Compuware LTIP as of December 31, 2013, and changes during the nine months then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
Nine Months Ended December 31, 2013 | ||||||||||||||||||||
Shares | Weighted | Aggregate | ||||||||||||||||||
Average | Intrinsic | |||||||||||||||||||
Grant-Date | Value | |||||||||||||||||||
Fair Value | ||||||||||||||||||||
Non-vested RSU outstanding at April 1, 2013 | 845 | |||||||||||||||||||
Granted | 104 | $11.22 | ||||||||||||||||||
Released | (69 | ) | $786 | |||||||||||||||||
Forfeited | (702 | ) | ||||||||||||||||||
Dividend equivalents, net | 4 | $11.00 | ||||||||||||||||||
Non-vested RSU outstanding at December 31, 2013 | 182 | |||||||||||||||||||
RSUs have various vesting terms related to the purpose of the award. The most common vesting term is 25 percent of shares vest on each annual anniversary date over four years. | ||||||||||||||||||||
The awards are settled by the issuance of one common share of Compuware stock for each unit upon vesting and vesting accelerates upon death, disability or a change in control of Compuware. | ||||||||||||||||||||
Compuware paid quarterly dividends of $0.125 per share. As a result of these dividend payments, approximately 1,000 and 18,000 dividend equivalent shares were issued to participants holding non-vested RSUs as of the dividend record date during the three and nine months ended December 31, 2013, respectively. | ||||||||||||||||||||
Covisint Stock-Based Compensation Plan | ||||||||||||||||||||
In August 2009, Covisint established a 2009 Long-Term Incentive Plan (“2009 Covisint LTIP”) allowing the Board of Directors of Covisint to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 4.5 million common shares of Covisint for issuance under this plan. On December 30, 2013, the Board of Directors of Covisint Corporation adopted the First Amendment to the 2009 Covisint LTIP, subject to shareholder approval. The Amendment increased the number of shares of Covisint’s common stock available for issuance pursuant to stock-based awards granted under the LTIP by 3 million shares (increasing the number of shares available for issuance under the LTIP from 4.5 million to 7.5 million). On January 2, 2014, Compuware approved the Amendment to increase the shares available. The increase in shares set forth in the Amendment will become effective on February 13, 2014, twenty (20) days after the date of mailing of the Company’s Schedule 14C Information Statement. | ||||||||||||||||||||
As of December 31, 2013, there were 4.2 million stock options outstanding from the 2009 Covisint LTIP. | ||||||||||||||||||||
The Covisint stock options included a performance condition requiring an IPO of the Company prior to vesting. Since the IPO, the performance condition of these options was satisfied and the Company has recognized stock compensation expense of $3.6 million and $16.1 million for the three and nine months ended December 31, 2013. | ||||||||||||||||||||
Certain individuals, who received stock options from the 2009 Covisint LTIP, were also eligible to be awarded PSAs from the Compuware 2007 LTIP. As of December 31, 2013, there were 681,000 PSAs that were cancelled upon the closing of the Covisint IPO. As a result, $2.9 million of expense associated with the PSAs was reversed during the nine months ended December 31, 2013. PSA credit totaling $0.0 million and 2.5 million was recorded to “general and administrative” during the three and nine months ended December 31, 2013, respectively. PSA expense totaling $0.2 and $0.6 million was recorded to “general and administrative” during the three months and nine months ended December 31, 2012, respectively. | ||||||||||||||||||||
Stock Option Activity | ||||||||||||||||||||
A summary of option activity under the Company’s stock-based compensation plans as of December 31, 2013, and changes during the nine months then ended is presented below (shares and intrinsic value in thousands): | ||||||||||||||||||||
Nine Months Ended December 31, 2013 | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average | Intrinsic | |||||||||||||||||
Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term in Years | ||||||||||||||||||||
Options outstanding as of April 1, 2013 | 4,278 | $2.81 | ||||||||||||||||||
Granted | 120 | 7.18 | ||||||||||||||||||
Exercised | (128 | ) | ||||||||||||||||||
Forfeited | (89 | ) | 6.77 | |||||||||||||||||
Options outstanding as of December 31, 2013 | 4,181 | $2.85 | 3.46 | $40,538 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2013 | 4,181 | $2.85 | 3.46 | $40,538 | ||||||||||||||||
Options exercisable as of December 31, 2013* | 408 | $5.50 | 8.44 | $2,875 | ||||||||||||||||
*All remaining exercisable options subject to lock-up agreement | ||||||||||||||||||||
All options were granted at estimated fair market value and expire ten years from the date of grant. | ||||||||||||||||||||
On August 7, 2013, 120,000 options were granted to an employee. The exercise price for such options ($7.18) was determined based on the estimated fair market value of the shares including a discount for lack of marketability as of the grant date. The options vested one-quarter upon the IPO, and one-quarter will vest on each of the first, second and third anniversary dates of the IPO. If a change in control of the Company occurs within 12 months of the employee’s hire date and his employment is terminated by the Company without cause or by him for good reason within 12 months of such change in control, one-quarter of the options will vest. If a change in control of the Company occurs more than 12 months following the employee’s hire date and his employment is terminated by the Company without cause or by him for good reason within 12 months of such change in control, all of the options will fully vest. These options expire ten years after the grant date. | ||||||||||||||||||||
On November 15, 2013, a member of the Board of Directors of Covisint Corporation resigned. This individual served on the Board of Directors, as the Chairman of the Compensation Committee and as a member of the Audit and Nominating/Governance Committees since November 30, 2012. As the result of this resignation 67,000 options were forfeited. | ||||||||||||||||||||
For the quarter ending December 31, 2013, 127,500 options were exercised by participants of the 2009 Covisint LTIP. | ||||||||||||||||||||
Stock Awards Compensation | ||||||||||||||||||||
For the three months ended December 31, 2013 and 2012, respectively, and for the nine months ended December 31, 2013 and 2012, respectively, stock awards compensation expense was recorded as follows in thousands: | ||||||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Stock awards compensation classified as: | ||||||||||||||||||||
Cost of revenue | $137 | $1 | $735 | $2 | ||||||||||||||||
Research and development | 158 | 1 | 656 | 1 | ||||||||||||||||
Sales and marketing | 1,117 | 52 | 5,153 | 120 | ||||||||||||||||
Administrative and general | 2,495 | 342 | 7,869 | 982 | ||||||||||||||||
Total stock awards compensation expense before income taxes | $3,907 | $396 | $14,413 | $1,105 | ||||||||||||||||
Total stock awards compensation expense before income taxes of $14.4 million for the nine months ended December 31, 2013, is comprised of $12.5 million recorded for the cumulative expense of the IPO performance condition of the Company's stock options being satisfied upon completion of the IPO, the reversal of $2.9 million recorded in conjunction with the cancellation of Compuware PSAs, and $4.8 million of additional stock compensation expense that was not directly correlated with the IPO. | ||||||||||||||||||||
As of December 31, 2013, total unrecognized compensation cost of $9.7 million, net of estimated forfeitures, related to nonvested equity awards granted is expected to be recognized over a weighted-average period of approximately 1.5 years. The following table summarizes the Company’s future recognition of its unrecognized compensation cost related to stock awards as of December 31, 2013 (in thousands). | ||||||||||||||||||||
Year Ending March 31, | ||||||||||||||||||||
Stock-Based Compensation Plan: | Total | 2014 | 2015 | 2016 | 2017 | |||||||||||||||
Covisint | $8,762 | $1,605 | $5,293 | $1,841 | $23 | |||||||||||||||
Compuware | 933 | 63 | 430 | 304 | 136 | |||||||||||||||
Total | $9,695 | $1,668 | $5,723 | $2,145 | $159 | |||||||||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
The Company utilizes services staff of Compuware to provide certain services to customers and to provide additional resources for research and development activities. These costs are included in “cost of revenue” and “research and development” as applicable. Compuware provided these services substantially at cost to Covisint through March 31, 2013 and at market rates effective April 1, 2013. Many of the Compuware employees providing these services transferred to Covisint effective March 1, 2013. Charges totaled $0.3 million and $4.7 million for the three months ended December 31, 2013 and 2012, respectively, and $1.3 million and $13.2 million for the nine months ended December 31, 2013 and 2012, respectively. | |
Certain related party transactions are settled in cash and are reflected as due to or due from parent and affiliates within the condensed, combined and consolidated balance sheet. At December 31, 2013, the Company had a net receivable due from parent of $2.0 million as compared to a net payable of $7.6 million at March 31, 2013. The activity in the nine months ended December 31, 2013 was primarily comprised of the $10.9 million extinguishment of the September 30, 2013 balance on October 21, 2013, $4.9 million related to Compuware’s use of the Company’s tax loss and other tax related attributes, and $2.3 million due to the net change in working capital. This activity was partially offset by $8.5 million of corporate expenses allocated to Covisint. | |
Refer to Note 1 for discussion of allocated expenses. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Basis of Presentation | ' | |||||||||||||||
Basis of Presentation—The accompanying unaudited condensed, combined and consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation, a Michigan corporation majority-owned by Compuware Corporation (“Compuware” or the “Parent”), and the Covisint segment of Compuware (combined operations are referred to as the “Company” or “Covisint”). Effective January 1, 2013, Compuware contributed substantially all of the assets and liabilities of the Covisint segment to Covisint Corporation (“January 2013 Contribution”). The Financial Statements reflect the assets, liabilities, revenues and expenses that were directly attributable to the Company as it operated within Compuware prior to the January 2013 Contribution, and they have been derived from the consolidated financial statements and accounting records of Compuware using the historical results of operations and historical basis of assets and liabilities for the Covisint operations of Compuware. The historical financial results may not be indicative of the results that would have been achieved had Covisint operated as a separate, stand-alone entity. The Financial Statements do not reflect any changes that may occur in the financing and operations of the Company in the future. These Financial Statements, prior to the January 2013 Contribution, were prepared on a combined basis because the operations were under common control. | ||||||||||||||||
The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information and with the instructions of Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, contingencies and results of operations. While management has based its assumptions and estimates on the facts and circumstances existing at December 31, 2013, final amounts may differ from these estimates. | ||||||||||||||||
In the opinion of the Company’s management, the accompanying Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. These Financial Statements should be read in conjunction with the Company’s audited combined and consolidated financial statements and notes thereto for the year ended March 31, 2013 included in the Company's prospectus filed with the Securities and Exchange Commission. The condensed and consolidated balance sheet at March 31, 2013, has been derived from the audited financial statements at that date. | ||||||||||||||||
In September 2013, the Company substantially completed its initial public offering (“IPO”) in which it issued and sold 7.4 million shares of its common stock at a public offering price of $10.00 per share. The Company received net proceeds of $68.4 million after deducting underwriting discounts and commissions of $5.2 million. | ||||||||||||||||
The Financial Statements include an allocation of certain corporate expenses including costs for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and executive management functions provided to the Company by Compuware. These allocations were primarily based on headcount, revenue and space occupied as a proportion of those in all Compuware operating units. Management believes the allocations are reasonable. However, the expenses allocated to the Company for these services are not necessarily indicative of the expense that would have been incurred if the Company had been a separate, independent entity and had otherwise managed these functions. Corporate expenses charged to the Company by Compuware totaled $2.4 million and $2.7 million for the three months ended December 31, 2013 and 2012, respectively, and $8.5 million and $8.1 million for the nine months ended December 31, 2013 and 2012, respectively. Through December 31, 2012, such costs and expenses were deemed to have been contributed by Compuware to Covisint in the period in which the costs were recorded. Since January 1, 2013, these expenses have been included in the net amount due to parent and affiliates. | ||||||||||||||||
On May 23, 2013, the Company’s board of directors approved a 30-for-1 stock split of the Company’s common shares and amended its articles of incorporation to increase the authorized shares of the Company’s common stock from 9,000,000 to 50,000,000 and to increase the authorized shares of the Company’s preferred stock from 1,000,000 to 5,000,000. The stock split was in the form of a stock dividend, where holders of common shares issued by the Company and outstanding as of the date of the stock dividend received 29 newly issued common shares of the Company for each common share of the Company held at such date. The effect of the stock split has been retroactively reflected in these Financial Statements. | ||||||||||||||||
Revenue Recognition | ' | |||||||||||||||
Revenue Recognition | ||||||||||||||||
The Company derives revenue through contracts under which it provides customers services including access to and support of the Covisint platform (“subscription”) and services related to implementation, solution deployment and on-boarding (“services”). The arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. In order for a transaction to be eligible for revenue recognition, the following revenue criteria must be met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. | ||||||||||||||||
Signed agreements and binding purchase orders are used as evidence of an arrangement. For customers where a purchase order is used as evidence of an arrangement, master terms and conditions exist that govern such arrangements. The Company assesses cash collectibility based on a number of factors including past collection history with the customer. If the Company determines that collectibility is not reasonably assured, the Company defers the revenue until collectibility becomes reasonably assured, generally upon receipt of cash. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Customers typically have the right to terminate their agreement if the Company fails to perform. | ||||||||||||||||
The Company’s contracts may include a subscription fee for ongoing platform as a service (“PaaS”) operations and project (services) fees. For arrangements that contain multiple elements, in accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” the arrangement consideration is allocated based on relative selling price using the following hierarchy: vendor specific objective evidence (“VSOE” which represents the price when sold separately) if available; third-party evidence if VSOE is not available; or estimated selling price if neither VSOE nor third-party evidence is available. The Company is currently unable to establish VSOE or third-party evidence of selling price for its deliverables. Therefore, the Company determines its best estimate of selling price by evaluating renewal amounts included in a contract, if any, and estimated costs to deliver each element. | ||||||||||||||||
The subscription fees are recognized ratably over the applicable service period. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the “launch date” of the customers’ access to the Company’s production environment or when all of the revenue recognition criteria have been met. The Company considers delivery to have occurred on the “launch date”, which is the point in time that a customer is provided access to use the Company’s platform. | ||||||||||||||||
During fiscal 2012, the Company established evidence of stand-alone value based on other vendors providing similar services for many of the services it offers. Prior to establishing evidence of stand-alone value for services, and for those projects that do not currently have stand-alone value, the revenue is deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). Services that have stand-alone value are recognized as delivered generally using a proportional performance methodology based on dependable estimates of hours incurred and expected hours to complete since these services are primarily performed on a fixed fee basis. Hours or costs incurred represent a reasonable surrogate for output measures of contract performance, including the presentation of deliverables to the client; therefore, hours or costs incurred are used as the basis for revenue recognition. If it is determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent. | ||||||||||||||||
Deferred Costs | ' | |||||||||||||||
Deferred Costs | ||||||||||||||||
Deferred costs consist of the incremental direct personnel and outside contractor costs incurred in delivering implementation and solutions deployment services that do not have stand-alone value. Revenue from these services, as described above, is deferred and recognized over the longer of the committed term of the subscription agreement or the expected period over which the customer will receive benefit. Therefore, the costs are recognized over the same period as the associated revenue. | ||||||||||||||||
Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “prepaid expenses and other current assets” or non-current “other assets” as applicable in the condensed and consolidated balance sheets and recognized as “sales and marketing” expenses in the condensed, combined and consolidated statements of comprehensive income over the revenue recognition period of the related transaction. | ||||||||||||||||
Deferred Revenue | ' | |||||||||||||||
Deferred Revenue | ||||||||||||||||
Deferred revenue consists of the billed but unearned portion of existing contracts for subscription and services provided and is recognized as services are delivered or over the expected period during which the customer will receive benefit. The Company generally invoices its customers’ subscription fees in annual, quarterly or monthly installments. Contractual time periods often exceed the invoicing period and accordingly, the deferred revenue balance does not represent the total contract value of committed subscription agreements. The portion of deferred revenue that the Company anticipates will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue. The Company has generally received payment for the services for which the revenue has been deferred. | ||||||||||||||||
Collection and Remittance of Taxes | ' | |||||||||||||||
Collection and Remittance of Taxes | ||||||||||||||||
The Company records the collection of taxes from customers and the remittance of these taxes to governmental authorities on a net basis in its condensed, combined and consolidated statements of comprehensive income. | ||||||||||||||||
Cost of Revenue | ' | |||||||||||||||
Cost of Revenue | ||||||||||||||||
Consists of compensation and related expenses for infrastructure and operations staff, payments to outside service providers, data center costs related to hosting the Company’s software and amortization of capitalized software. | ||||||||||||||||
Capitalized Software | ' | |||||||||||||||
Capitalized Software | ||||||||||||||||
Includes the costs of purchased and internally developed software products capitalized in accordance with ASC 350-40, “Internal Use Software” and software technology purchased through acquisitions and is stated at unamortized cost. Net purchased software included in capitalized software was $0.7 million and $0.9 million as of December 31, 2013 and March 31, 2013, respectively. | ||||||||||||||||
Capitalized and purchased software costs are amortized on a straight line basis over the expected useful life of the software, which is generally five years. Amortization begins when the software technology is ready for its intended use. Amortization expense was $1.7 million and $1.3 million for the three months ended December 31, 2013 and 2012, respectively, and $5.0 million and $3.5 million for the nine months ended December 31, 2013 and 2012, respectively. Amortization expenses are included in “cost of revenue” in the condensed, combined and consolidated statements of comprehensive income. | ||||||||||||||||
Capitalized software is reviewed for impairment when events and circumstances indicate such asset may be impaired. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the capitalized software, an impairment charge is recorded in the amount by which the present value of future cash flows is less than the carrying value of these assets. Covisint has not had any impairment charges related to capitalized software. | ||||||||||||||||
Research and Development | ' | |||||||||||||||
Research and Development | ||||||||||||||||
For development costs related to the Company’s PaaS offering, the Company follows the guidance set forth in ASC 350-40 which requires companies to capitalize qualifying computer software development costs, which are incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Research and development costs include primarily the cost of programming personnel and amounted to $4.5 million and $4.7 million for the three months ended December 31, 2013 and 2012, respectively, of which $1.0 million and $4.2 million, respectively, was capitalized as internally developed software technology. Research and development costs amounted to $13.7 million and $12.7 million for the nine months ended December 31, 2013 and 2012, respectively, of which $4.4 million and $11.8 million, respectively, was capitalized as internally developed software technology. | ||||||||||||||||
Income Taxes | ' | |||||||||||||||
Income Taxes – The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of Compuware’s consolidated group (“Consolidated Group”), the Company’s operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after the January 2013 Contribution. | ||||||||||||||||
Income taxes are presented herein on a separate return basis even though the Company’s results of operations have historically been included in the consolidated, combined, unitary or separate income tax returns of Compuware. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed, combined and consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating losses using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. | ||||||||||||||||
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability. If it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. | ||||||||||||||||
Interest and penalties related to uncertain tax positions are included in the income tax provision. | ||||||||||||||||
Foreign Currency Translation | ' | |||||||||||||||
Foreign Currency Translation | ||||||||||||||||
The Company’s foreign operations use their respective local currency as their functional currency. Assets and liabilities of foreign subsidiaries are minimal and are generally short term in nature. Such assets and liabilities in the condensed, combined and consolidated balance sheets have been translated at the rate of exchange at the respective balance sheet dates, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations. | ||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-Based Compensation – Stock award compensation expense is recognized, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award, for awards that vest strictly based on time, and on a straight-line basis over the requisite service period of the individual tranches of the award for awards with performance conditions. | ||||||||||||||||
Compuware Corporation Stock Compensation Awards | ||||||||||||||||
Certain Covisint employees have been granted stock options to purchase Compuware common stock, and under the agreements between the Company and Compuware, Covisint records the compensation expense relating to these stock options to purchase Compuware common stock. Compuware calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of Compuware’s common stock over the most recent period commensurate with the expected life of the stock option granted. Compuware uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. | ||||||||||||||||
The estimates used to calculate the fair value of the Company may change from year to year based on operating results, market conditions and estimated future cash flows. While the Company believes that the assumptions and estimates used to determine the estimated fair value of the Company/or Compuware are reasonable, a change in assumptions underlying these estimates could materially affect the determination of the fair value of the Covisint business, and could therefore materially impact the estimated fair value of a share of Covisint stock. | ||||||||||||||||
The following is the average fair value per share of Compuware stock compensation awards estimated on the date of grant and the assumptions used for each option granted to Compuware employees, including those providing services to Covisint, during the nine months ended December 31, 2013 and 2012. | ||||||||||||||||
Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Expected volatility | 39.52% | 40.83% | ||||||||||||||
Risk-free interest rate | 1.59% | 0.95% | ||||||||||||||
Expected lives at date of grant (in years) | 6.28 | 6.3 | ||||||||||||||
Weighted average fair value of the options granted | $2.69 | $4.02 | ||||||||||||||
Dividend Yield Assumption (1) | 4.42% | 0.00% | ||||||||||||||
(1) In January 2013, the Compuware Board of Directors announced its intention to begin paying cash dividends totaling $0.50 per share annually, to be paid quarterly beginning in the first quarter of fiscal 2014. Prior to that, Compuware had never paid a dividend or announced any intentions to pay a dividend. | ||||||||||||||||
Covisint Corporation Stock Compensation Awards | ||||||||||||||||
Covisint calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. Covisint does not have historical stock price data, therefore, the expected volatility assumption is based on an average of the historical volatility of comparable companies (“peer group companies”). For peer group companies that have not been publicly traded long enough to have sufficient historical data, the volatility figures included in these companies’ most recent Form 10-Qs or Form 10-Ks were used. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The expected life of the stock option is based on management’s best estimates considering the terms of the options granted. Dividend yields have not been a factor in determining fair value of stock options granted as Covisint has never issued cash dividends and does not anticipate issuing cash dividends in the future. | ||||||||||||||||
Prior to the IPO, Covisint stock was not traded on a stock exchange and thus the exercise price of Covisint stock options at the date of grant was determined by calculating the estimated fair market value of the Company operations divided by the total shares outstanding, including outstanding stock options that had not yet vested. The estimated fair market value of the Covisint operations was measured using an equal combination of discounted cash flow and market comparable valuations and was discounted due to a lack of marketability at the grant date. Previous valuation estimates placed a greater emphasis on the discounted cash flow model. The discounted cash flow model uses significant assumptions, including projected future cash flows, a discount rate reflecting the risk inherent in future cash flows and a terminal growth rate. The key assumptions in the market comparable value analysis are the selection of peer group companies and application of these peer group companies’ data to Covisint. | ||||||||||||||||
Business Segments | ' | |||||||||||||||
Business Segments— The Company operates in a single business segment. Sales are heavily weighted toward North American automotive companies. | ||||||||||||||||
Significant Customers – A single customer, in the automotive industry, comprised 25 percent and 32 percent of total revenues during the three months ended December 31, 2013 and 2012, respectively, and 26 percent and 34 percent of total revenue during the nine months ended December 31, 2013 and 2012, respectively. The same automotive customer comprised 21 percent and 30 percent of outstanding accounts receivable as of December 31, 2013 and March 31, 2013, respectively. A second customer, which is a reseller to customers in the healthcare industry, comprised 15 percent and 7 percent of total revenues during the three months ended December 31, 2013 and 2012, respectively, and 13 percent and 6 percent of total revenue during the nine months ended December 31, 2013 and 2012, respectively. The same customer comprised 15 percent and 12 percent of outstanding accounts receivable as of December 31, 2013 and March 31, 2013, respectively. | ||||||||||||||||
Geographical Information— Financial information regarding geographic operations is presented in the table below (in thousands): | ||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
United States | $ | 19,831 | $20,647 | $61,680 | $55,576 | |||||||||||
International operations | 4,278 | 3,154 | 11,055 | 9,444 | ||||||||||||
Total | $24,109 | $23,801 | $72,735 | $65,020 | ||||||||||||
December 31, 2013 | March 31, 2013 | |||||||||||||||
Long-lived assets: | ||||||||||||||||
United States | $51,150 | $51,019 | ||||||||||||||
International operations | 22 | — | ||||||||||||||
Total | $51,172 | $51,019 | ||||||||||||||
Long-lived assets are comprised of property, plant and equipment, goodwill and capitalized software. | ||||||||||||||||
Recently Issued Accounting Pronouncements | ' | |||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company plans to adopt this ASU in fiscal 2015 and does not expect it to have a significant impact on the Company’s financial statements. | ||||||||||||||||
In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments in this ASU supersede and replace the presentation requirements for reclassifications out of accumulated other comprehensive income in ASUs 2011-05 (issued in June 2011) and 2011-12 (issued in December 2011) for all public and private organizations. For public entities, the amendments of this ASU are effective prospectively for reporting periods beginning after December 15, 2012. The requirements of this ASU were adopted during the Company’s quarter ended March 31, 2013 and did not have a significant impact on its disclosures. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Schedule of fair value assumptions | ' | |||||||||||||||
The following is the average fair value per share of Compuware stock compensation awards estimated on the date of grant and the assumptions used for each option granted to Compuware employees, including those providing services to Covisint, during the nine months ended December 31, 2013 and 2012. | ||||||||||||||||
Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Expected volatility | 39.52% | 40.83% | ||||||||||||||
Risk-free interest rate | 1.59% | 0.95% | ||||||||||||||
Expected lives at date of grant (in years) | 6.28 | 6.3 | ||||||||||||||
Weighted average fair value of the options granted | $2.69 | $4.02 | ||||||||||||||
Dividend Yield Assumption (1) | 4.42% | 0.00% | ||||||||||||||
Schedule of revenue and long-lived assets from external customers, by geographical areas | ' | |||||||||||||||
Financial information regarding geographic operations is presented in the table below (in thousands): | ||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
United States | $ | 19,831 | $20,647 | $61,680 | $55,576 | |||||||||||
International operations | 4,278 | 3,154 | 11,055 | 9,444 | ||||||||||||
Total | $24,109 | $23,801 | $72,735 | $65,020 | ||||||||||||
December 31, 2013 | March 31, 2013 | |||||||||||||||
Long-lived assets: | ||||||||||||||||
United States | $51,150 | $51,019 | ||||||||||||||
International operations | 22 | — | ||||||||||||||
Total | $51,172 | $51,019 | ||||||||||||||
CAPITALIZED_SOFTWARE_AND_OTHER1
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of intangible assets | ' | |||||||||||||||||||
The components of the Company’s intangible assets are as follows (in thousands): | ||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $47,657 | ($25,330 | ) | $22,327 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (3,877 | ) | 838 | ||||||||||||||||
Trademarks(4) | 340 | (340 | ) | — | ||||||||||||||||
Total amortizing intangible assets | $52,712 | ($29,547 | ) | $23,165 | ||||||||||||||||
March 31, 2013 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $43,294 | ($20,314 | ) | $22,980 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (3,646 | ) | 1,069 | ||||||||||||||||
Trademarks(4) | 340 | (300 | ) | 40 | ||||||||||||||||
Total amortizing intangible assets | $48,349 | ($24,260 | ) | $24,089 | ||||||||||||||||
_____________________________________________________ | ||||||||||||||||||||
-1 | The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. These trademarks are deemed to have an indefinite life and therefore are not being amortized. | |||||||||||||||||||
-2 | Amortization of capitalized software is included in “cost of revenue” in the condensed, combined and consolidated statements of comprehensive income. Capitalized software is generally amortized over five years. | |||||||||||||||||||
-3 | Amortization of customer relationship agreements is included in “sales and marketing” in the condensed, combined and consolidated statements of comprehensive income. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years. | |||||||||||||||||||
-4 | Amortization of trademarks is included in “administrative and general” in the condensed, combined and consolidated statements of comprehensive income. Trademarks were acquired as part of acquisitions and are being amortized over three years. | |||||||||||||||||||
Schedule of intangible assets, future amortization expense | ' | |||||||||||||||||||
Estimated future amortization expense, based on identified intangible assets at December 31, 2013, is expected to be as follows (in thousands): | ||||||||||||||||||||
At December 31, 2013 for the Year Ending March 31, | ||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Capitalized software | $1,751 | $6,613 | $5,802 | $4,852 | $2,814 | |||||||||||||||
Customer relationships | 77 | 308 | 308 | 144 | — | |||||||||||||||
Total | $1,828 | $6,921 | $6,110 | $4,996 | $2,814 | |||||||||||||||
EARNINGS_PER_COMMON_SHARE_Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
EPS data were computed as follows (in thousands, except for per share data): | ||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic loss per share: | ||||||||||||||||
Numerator: Net loss | ($8,314 | ) | ($180 | ) | ($25,730 | ) | ($2,359 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 37,363 | 30,003 | 32,599 | 30,003 | ||||||||||||
Basic loss per share | ($0.22 | ) | ($0.01 | ) | ($0.79 | ) | ($0.08 | ) | ||||||||
Diluted loss per share: | ||||||||||||||||
Numerator: Net loss | ($8,314 | ) | ($180 | ) | ($25,730 | ) | ($2,359 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 37,363 | 30,003 | 32,599 | 30,003 | ||||||||||||
Dilutive effect of stock awards | — | — | — | — | ||||||||||||
Total shares | 30,403 | 30,003 | 30,204 | 30,003 | ||||||||||||
Diluted loss per share | ($0.22 | ) | ($0.01 | ) | ($0.79 | ) | ($0.08 | ) | ||||||||
BENEFIT_PLANS_Tables
BENEFIT PLANS (Tables) | 9 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||
Schedule of stock option activity | ' | |||||||||||||||||||
A summary of option activity under the Company’s stock-based compensation plans as of December 31, 2013, and changes during the nine months then ended is presented below (shares and intrinsic value in thousands): | ||||||||||||||||||||
Nine Months Ended December 31, 2013 | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average | Intrinsic | |||||||||||||||||
Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term in Years | ||||||||||||||||||||
Options outstanding as of April 1, 2013 | 4,278 | $2.81 | ||||||||||||||||||
Granted | 120 | 7.18 | ||||||||||||||||||
Exercised | (128 | ) | ||||||||||||||||||
Forfeited | (89 | ) | 6.77 | |||||||||||||||||
Options outstanding as of December 31, 2013 | 4,181 | $2.85 | 3.46 | $40,538 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2013 | 4,181 | $2.85 | 3.46 | $40,538 | ||||||||||||||||
Options exercisable as of December 31, 2013* | 408 | $5.50 | 8.44 | $2,875 | ||||||||||||||||
Schedule of allocation of award costs | ' | |||||||||||||||||||
For the three months ended December 31, 2013 and 2012, respectively, and for the nine months ended December 31, 2013 and 2012, respectively, stock awards compensation expense was recorded as follows in thousands: | ||||||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Stock awards compensation classified as: | ||||||||||||||||||||
Cost of revenue | $137 | $1 | $735 | $2 | ||||||||||||||||
Research and development | 158 | 1 | 656 | 1 | ||||||||||||||||
Sales and marketing | 1,117 | 52 | 5,153 | 120 | ||||||||||||||||
Administrative and general | 2,495 | 342 | 7,869 | 982 | ||||||||||||||||
Total stock awards compensation expense before income taxes | $3,907 | $396 | $14,413 | $1,105 | ||||||||||||||||
Schedule of unrecognized compensation | ' | |||||||||||||||||||
The following table summarizes the Company’s future recognition of its unrecognized compensation cost related to stock awards as of December 31, 2013 (in thousands). | ||||||||||||||||||||
Year Ending March 31, | ||||||||||||||||||||
Stock-Based Compensation Plan: | Total | 2014 | 2015 | 2016 | 2017 | |||||||||||||||
Covisint | $8,762 | $1,605 | $5,293 | $1,841 | $23 | |||||||||||||||
Compuware | 933 | 63 | 430 | 304 | 136 | |||||||||||||||
Total | $9,695 | $1,668 | $5,723 | $2,145 | $159 | |||||||||||||||
Compuware | ' | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||
Schedule of stock option activity | ' | |||||||||||||||||||
A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of December 31, 2013, and changes during the nine months then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
Nine Months Ended December 31, 2013 | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average | Intrinsic | |||||||||||||||||
Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term in Years | ||||||||||||||||||||
Options outstanding as of April 1, 2013 | 979 | $9.19 | ||||||||||||||||||
Granted | — | |||||||||||||||||||
Exercised | (269 | ) | 8.01 | $802 | ||||||||||||||||
Forfeited | (160 | ) | 10.49 | |||||||||||||||||
Cancelled/expired | (50 | ) | 12 | |||||||||||||||||
Options outstanding as of December 31, 2013 | 500 | $9.14 | 5.58 | $1,070 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2013 | 478 | $9.10 | 5.46 | $1,041 | ||||||||||||||||
Options exercisable as of December 31, 2013 | 348 | $8.80 | 4.37 | $863 | ||||||||||||||||
Schedule of RSU activity | ' | |||||||||||||||||||
A summary of non-vested restricted stock units (“RSUs”) and performance-based stock awards (“PSAs” and collectively “Non-vested RSU”) activity for Covisint employees and directors under the Compuware LTIP as of December 31, 2013, and changes during the nine months then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
Nine Months Ended December 31, 2013 | ||||||||||||||||||||
Shares | Weighted | Aggregate | ||||||||||||||||||
Average | Intrinsic | |||||||||||||||||||
Grant-Date | Value | |||||||||||||||||||
Fair Value | ||||||||||||||||||||
Non-vested RSU outstanding at April 1, 2013 | 845 | |||||||||||||||||||
Granted | 104 | $11.22 | ||||||||||||||||||
Released | (69 | ) | $786 | |||||||||||||||||
Forfeited | (702 | ) | ||||||||||||||||||
Dividend equivalents, net | 4 | $11.00 | ||||||||||||||||||
Non-vested RSU outstanding at December 31, 2013 | 182 | |||||||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||||||||||||||||
23-May-13 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 22-May-13 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | |||
United States | United States | United States | United States | United States | International operations | International operations | International operations | International operations | International operations | Sales Revenue, Net | Sales Revenue, Net | Sales Revenue, Net | Sales Revenue, Net | Sales Revenue, Net | Sales Revenue, Net | Sales Revenue, Net | Sales Revenue, Net | Accounts Receivable | Accounts Receivable | Accounts Receivable | Accounts Receivable | Compuware | Compuware | Compuware | Capitalized software | Capitalized software | Capitalized software | Capitalized software | Minimum | Maximum | Corporate, Non-Segment | Corporate, Non-Segment | Corporate, Non-Segment | Corporate, Non-Segment | Class A common stock | Class A common stock | |||||||||||
Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | ||||||||||||||||||||||||||||||||||||
Major Customer One | Major Customer One | Major Customer One | Major Customer One | Major Customer Two | Major Customer Two | Major Customer Two | Major Customer Two | Major Customer One | Major Customer One | Major Customer Two | Major Customer Two | ||||||||||||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
IPO proceeds (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,400,000 | ' | ||
Shares issued, price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ||
Initial public offering proceeds receivable | ' | ' | $68,400,000 | ' | $68,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Underwriting discounts and commissions | ' | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Operating expenses | ' | ' | 18,741,000 | 11,777,000 | 57,310,000 | 33,269,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 2,700,000 | 8,500,000 | 8,100,000 | ' | ' | ||
Stock split, conversion ratio | 30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common stock, shares authorized (in shares) | 50,000,000 | ' | 50,000,000 | ' | 50,000,000 | ' | 9,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | ' | 5,000,000 | ' | 5,000,000 | ' | 1,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock split, share dividend ratio | 29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue recognition, service contract period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '5 years | ' | ' | ' | ' | ' | ' | ||
Capitalized computer software, purchased software, net | ' | ' | 658,000 | ' | 658,000 | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Finite-lived intangible asset, useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amortization expense of intangible assets | ' | ' | 1,800,000 | 1,400,000 | 5,300,000 | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 1,300,000 | 5,000,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Research and development | ' | ' | 4,500,000 | 4,700,000 | 13,700,000 | 12,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Capitalized computer software, additions | ' | ' | 1,000,000 | 4,200,000 | 4,400,000 | 11,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Concentration risk, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 32.00% | 26.00% | 34.00% | 15.00% | 7.00% | 13.00% | 6.00% | 21.00% | 30.00% | 15.00% | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue | ' | ' | 24,109,000 | 23,801,000 | 72,735,000 | 65,020,000 | ' | ' | 19,831,000 | 20,647,000 | 61,680,000 | 55,576,000 | ' | 4,278,000 | 3,154,000 | 11,055,000 | 9,444,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-Lived Assets | ' | ' | $51,172,000 | ' | $51,172,000 | ' | ' | $51,019,000 | $51,150,000 | ' | $51,150,000 | ' | $51,019,000 | $22,000 | ' | $22,000 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Expected volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39.52% | 40.83% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.59% | 0.95% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Expected lives at date of grant (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 3 months 11 days | '6 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted average fair value of the options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.69 | $4.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Dividend Yield Assumption (1) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.42% | [1] | 0.00% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intended quarterly dividend (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | In January 2013, the Compuware Board of Directors announced its intention to begin paying cash dividends totaling $0.50 per share annually, to be paid quarterly beginning in the first quarter of fiscal 2014. Prior to that, Compuware had never paid a dividend or announced any intentions to pay a dividend. |
CAPITALIZED_SOFTWARE_AND_OTHER2
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | ||||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Amortized intangible assets, Gross Carrying Amount | $52,712,000 | ' | $52,712,000 | ' | $48,349,000 | |||
Accumulated Amortization | -29,547,000 | ' | -29,547,000 | ' | -24,260,000 | |||
Amortized intangible assets, Net Carrying Amount | 23,165,000 | ' | 23,165,000 | ' | 24,089,000 | |||
Amortization expense of intangible assets | 1,800,000 | 1,400,000 | 5,300,000 | 3,800,000 | ' | |||
Estimated future amortization expense | ' | ' | ' | ' | ' | |||
2014 | 1,828,000 | ' | 1,828,000 | ' | ' | |||
2015 | 6,921,000 | ' | 6,921,000 | ' | ' | |||
2016 | 6,110,000 | ' | 6,110,000 | ' | ' | |||
2017 | 4,996,000 | ' | 4,996,000 | ' | ' | |||
2018 | 2,814,000 | ' | 2,814,000 | ' | ' | |||
Trademarks | ' | ' | ' | ' | ' | |||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Unamortized intangible assets | 358,000 | [1] | ' | 358,000 | [1] | ' | 358,000 | [1] |
Capitalized software | ' | ' | ' | ' | ' | |||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Amortized intangible assets, Gross Carrying Amount | 47,657,000 | [2] | ' | 47,657,000 | [2] | ' | 43,294,000 | [2] |
Accumulated Amortization | -25,330,000 | [2] | ' | -25,330,000 | [2] | ' | -20,314,000 | [2] |
Amortized intangible assets, Net Carrying Amount | 22,327,000 | [2] | ' | 22,327,000 | [2] | ' | 22,980,000 | [2] |
Finite-lived intangible asset, useful life | ' | ' | '5 years | ' | ' | |||
Amortization expense of intangible assets | 1,700,000 | 1,300,000 | 5,000,000 | 3,500,000 | ' | |||
Estimated future amortization expense | ' | ' | ' | ' | ' | |||
2014 | 1,751,000 | ' | 1,751,000 | ' | ' | |||
2015 | 6,613,000 | ' | 6,613,000 | ' | ' | |||
2016 | 5,802,000 | ' | 5,802,000 | ' | ' | |||
2017 | 4,852,000 | ' | 4,852,000 | ' | ' | |||
2018 | 2,814,000 | ' | 2,814,000 | ' | ' | |||
Customer relationship agreements | ' | ' | ' | ' | ' | |||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Amortized intangible assets, Gross Carrying Amount | 4,715,000 | [3] | ' | 4,715,000 | [3] | ' | 4,715,000 | [3] |
Accumulated Amortization | -3,877,000 | [3] | ' | -3,877,000 | [3] | ' | -3,646,000 | [3] |
Amortized intangible assets, Net Carrying Amount | 838,000 | [3] | ' | 838,000 | [3] | ' | 1,069,000 | [3] |
Estimated future amortization expense | ' | ' | ' | ' | ' | |||
2014 | 77,000 | ' | 77,000 | ' | ' | |||
2015 | 308,000 | ' | 308,000 | ' | ' | |||
2016 | 308,000 | ' | 308,000 | ' | ' | |||
2017 | 144,000 | ' | 144,000 | ' | ' | |||
2018 | 0 | ' | 0 | ' | ' | |||
Customer relationship agreements | Maximum | ' | ' | ' | ' | ' | |||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Finite-lived intangible asset, useful life | ' | ' | '6 years | ' | ' | |||
Trademarks | ' | ' | ' | ' | ' | |||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Amortized intangible assets, Gross Carrying Amount | 340,000 | [4] | ' | 340,000 | [4] | ' | 340,000 | [4] |
Accumulated Amortization | -340,000 | [4] | ' | -340,000 | [4] | ' | -300,000 | [4] |
Amortized intangible assets, Net Carrying Amount | $0 | [4] | ' | $0 | [4] | ' | $40,000 | [4] |
Finite-lived intangible asset, useful life | ' | ' | '3 years | ' | ' | |||
[1] | The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. These trademarks are deemed to have an indefinite life and therefore are not being amortized. | |||||||
[2] | Amortization of capitalized software is included in “cost of revenue†in the condensed, combined and consolidated statements of comprehensive income. Capitalized software is generally amortized over five years. | |||||||
[3] | Amortization of customer relationship agreements is included in “sales and marketing†in the condensed, combined and consolidated statements of comprehensive income. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years. | |||||||
[4] | Amortization of trademarks is included in “administrative and general†in the condensed, combined and consolidated statements of comprehensive income. Trademarks were acquired as part of acquisitions and are being amortized over three years. |
EARNINGS_PER_COMMON_SHARE_Deta
EARNINGS PER COMMON SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Basic loss per share: | ' | ' | ' | ' |
Numerator: Net income (loss) (in dollars) | ($8,314) | ($180) | ($25,730) | ($2,359) |
Weighted-average common shares outstanding | 37,363,000 | 30,003,000 | 32,599,000 | 30,003,000 |
Basic income (loss) per share (in dollars per share) | ($0.22) | ($0.01) | ($0.79) | ($0.08) |
Diluted loss per share: | ' | ' | ' | ' |
Numerator: Net income (loss) (in dollars) | ($8,314) | ($180) | ($25,730) | ($2,359) |
Denominator: | ' | ' | ' | ' |
Weighted-average common shares outstanding | 37,363,000 | 30,003,000 | 32,599,000 | 30,003,000 |
Dilutive effect of stock awards | 0 | 0 | 0 | 0 |
Total shares | 30,403,000 | 30,003,000 | 30,204,000 | 30,003,000 |
Diluted income (loss) per share (in dollars per share) | ($0.22) | ($0.01) | ($0.79) | ($0.08) |
Antidilutive shares | 4,342,000 | 3,558,000 | 4,314,000 | 3,571,000 |
BENEFIT_PLANS_Details
BENEFIT PLANS (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2013 | Aug. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2009 | ||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' | ' | ' | ' | |||
Employer matching contribution, percent of match | ' | ' | ' | ' | 33.00% | ' | ' | |||
Employer matching contribution, percent of employees' gross pay | ' | ' | ' | ' | 2.00% | ' | ' | |||
Contribution vesting rights, percentage | ' | ' | ' | ' | 100.00% | ' | ' | |||
Contribution vesting period | ' | ' | ' | ' | '3 years | ' | ' | |||
401(k) cost recognized | ' | ' | $200,000 | $100,000 | $500,000 | $300,000 | ' | |||
Number of Options | ' | ' | ' | ' | ' | ' | ' | |||
Outstanding, beginning balance (in shares) | ' | ' | ' | ' | 4,278,000 | ' | ' | |||
Granted (in shares) | ' | 120,000 | ' | ' | 120,000 | ' | ' | |||
Exercised (in shares) | ' | ' | ' | ' | -128,000 | ' | ' | |||
Forfeited (in shares) | ' | ' | ' | ' | -89,000 | ' | ' | |||
Outstanding, ending balance (in shares) | 4,181,000 | ' | 4,181,000 | ' | 4,181,000 | ' | ' | |||
Number of Options vested and expected to vest, net of estimated forfeitures (in shares) | 4,181,000 | ' | 4,181,000 | ' | 4,181,000 | ' | ' | |||
Number of Options exercisable (in shares) | 408,000 | [1] | ' | 408,000 | [1] | ' | 408,000 | [1] | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Outstanding, beginning balance (in dollars per share) | ' | ' | ' | ' | $2.81 | ' | ' | |||
Granted (in dollars per share) | ' | $7.18 | ' | ' | $7.18 | ' | ' | |||
Forfeited (in dollars per share) | ' | ' | ' | ' | $6.77 | ' | ' | |||
Outstanding, ending balance (in dollars per share) | $2.85 | ' | $2.85 | ' | $2.85 | ' | ' | |||
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share) | $2.85 | ' | $2.85 | ' | $2.85 | ' | ' | |||
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $5.50 | [1] | ' | $5.50 | [1] | ' | $5.50 | [1] | ' | ' |
Outstanding options, Weighted Average Remaining Contractual Term in Years | ' | ' | ' | ' | '3 years 5 months 16 days | ' | ' | |||
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years | ' | ' | ' | ' | '3 years 5 months 16 days | ' | ' | |||
Options exercisable, Weighted Average Remaining Contractual Term in Years | ' | ' | ' | ' | '8 years 5 months 9 days | [1] | ' | ' | ||
Options outstanding, Aggregate Intrinsic Value | 40,538,000 | ' | 40,538,000 | ' | 40,538,000 | ' | ' | |||
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value | 40,538,000 | ' | 40,538,000 | ' | 40,538,000 | ' | ' | |||
Options exercisable, Aggregate Intrinsic Value | 2,875,000 | [1] | ' | 2,875,000 | [1] | ' | 2,875,000 | [1] | ' | ' |
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Common shares reserved for issuance (in shares) | 7,500,000 | ' | 7,500,000 | ' | 7,500,000 | ' | 4,500,000 | |||
Increase in common shares reserved for issuance (in shares) | 3,000,000 | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 3,907,000 | 396,000 | 14,413,000 | 1,105,000 | ' | |||
Unrecognized compensation cost, weighted-average period | ' | ' | ' | ' | '1 year 6 months | ' | ' | |||
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | |||
Total | 9,695,000 | ' | 9,695,000 | ' | 9,695,000 | ' | ' | |||
2014 | 1,668,000 | ' | 1,668,000 | ' | 1,668,000 | ' | ' | |||
2015 | 5,723,000 | ' | 5,723,000 | ' | 5,723,000 | ' | ' | |||
2016 | 2,145,000 | ' | 2,145,000 | ' | 2,145,000 | ' | ' | |||
2017 | 159,000 | ' | 159,000 | ' | 159,000 | ' | ' | |||
Director | ' | ' | ' | ' | ' | ' | ' | |||
Number of Options | ' | ' | ' | ' | ' | ' | ' | |||
Forfeited (in shares) | ' | ' | -67,000 | ' | ' | ' | ' | |||
2009 Covisint LTIP | ' | ' | ' | ' | ' | ' | ' | |||
Number of Options | ' | ' | ' | ' | ' | ' | ' | |||
Exercised (in shares) | ' | ' | -127,500 | ' | ' | ' | ' | |||
Outstanding, ending balance (in shares) | 4,181,000 | ' | 4,181,000 | ' | 4,181,000 | ' | ' | |||
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | |||
Total | 8,762,000 | ' | 8,762,000 | ' | 8,762,000 | ' | ' | |||
2014 | 1,605,000 | ' | 1,605,000 | ' | 1,605,000 | ' | ' | |||
2015 | 5,293,000 | ' | 5,293,000 | ' | 5,293,000 | ' | ' | |||
2016 | 1,841,000 | ' | 1,841,000 | ' | 1,841,000 | ' | ' | |||
2017 | 23,000 | ' | 23,000 | ' | 23,000 | ' | ' | |||
Cost of revenue | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 137,000 | 1,000 | 735,000 | 2,000 | ' | |||
Research and development | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 158,000 | 1,000 | 656,000 | 1,000 | ' | |||
Selling and marketing | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 1,117,000 | 52,000 | 5,153,000 | 120,000 | ' | |||
Administrative and general | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 2,495,000 | 342,000 | 7,869,000 | 982,000 | ' | |||
IPO related expenses | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 12,500,000 | ' | ' | ' | ' | |||
Related to other than IPO | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 4,800,000 | ' | ' | ' | ' | |||
Stock options | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Expiration period | ' | ' | ' | ' | '10 years | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Vesting condition threshold period | ' | ' | ' | ' | '12 months | ' | ' | |||
Stock options | Vesting schedule one, fifth anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Stock options | Vesting schedule three, second anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 30.00% | ' | ' | |||
Stock options | IPO | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Stock options | First anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Stock options | Second anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Stock options | Third anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Stock options | Upon change of control or termination within 12 months of IPO | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Stock options | Upon change of control or termination after 12 months of IPO | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 100.00% | ' | ' | |||
Performance-based Stock Awards | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Non-vested RSU outstanding, ending balance (in shares) | 681,000 | ' | 681,000 | ' | 681,000 | ' | ' | |||
Share-based compensation reversed due to cancellations | ' | ' | -2,900,000 | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 3,600,000 | ' | 16,100,000 | ' | ' | |||
Performance-based Stock Awards | Administrative and general | ' | ' | ' | ' | ' | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | 0 | 200,000 | -2,500,000 | 600,000 | ' | |||
Compuware | ' | ' | ' | ' | ' | ' | ' | |||
Number of Options | ' | ' | ' | ' | ' | ' | ' | |||
Outstanding, beginning balance (in shares) | ' | ' | ' | ' | 979,000 | ' | ' | |||
Granted (in shares) | ' | ' | ' | ' | 0 | ' | ' | |||
Exercised (in shares) | ' | ' | ' | ' | -269,000 | ' | ' | |||
Forfeited (in shares) | ' | ' | ' | ' | -160,000 | ' | ' | |||
Cancelled/expired (in shares) | ' | ' | ' | ' | -50,000 | ' | ' | |||
Outstanding, ending balance (in shares) | 500,000 | ' | 500,000 | ' | 500,000 | ' | ' | |||
Number of Options vested and expected to vest, net of estimated forfeitures (in shares) | 478,000 | ' | 478,000 | ' | 478,000 | ' | ' | |||
Number of Options exercisable (in shares) | 348,000 | ' | 348,000 | ' | 348,000 | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Outstanding, beginning balance (in dollars per share) | ' | ' | ' | ' | $9.19 | ' | ' | |||
Exercised (in dollars per share) | ' | ' | ' | ' | $8.01 | ' | ' | |||
Forfeited (in dollars per share) | ' | ' | ' | ' | $10.49 | ' | ' | |||
Cancelled/expired (in dollars per share) | ' | ' | ' | ' | $12 | ' | ' | |||
Outstanding, ending balance (in dollars per share) | $9.14 | ' | $9.14 | ' | $9.14 | ' | ' | |||
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share) | $9.10 | ' | $9.10 | ' | $9.10 | ' | ' | |||
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $8.80 | ' | $8.80 | ' | $8.80 | ' | ' | |||
Outstanding options, Weighted Average Remaining Contractual Term in Years | ' | ' | ' | ' | '5 years 6 months 29 days | ' | ' | |||
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years | ' | ' | ' | ' | '5 years 5 months 16 days | ' | ' | |||
Options exercisable, Weighted Average Remaining Contractual Term in Years | ' | ' | ' | ' | '4 years 4 months 13 days | ' | ' | |||
Exercised, Aggregate Intrinsic Value | ' | ' | ' | ' | 802,000 | ' | ' | |||
Options outstanding, Aggregate Intrinsic Value | 1,070,000 | ' | 1,070,000 | ' | 1,070,000 | ' | ' | |||
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value | 1,041,000 | ' | 1,041,000 | ' | 1,041,000 | ' | ' | |||
Options exercisable, Aggregate Intrinsic Value | 863,000 | ' | 863,000 | ' | 863,000 | ' | ' | |||
Options vested (in shares) | ' | ' | ' | ' | 86,609 | ' | ' | |||
Options vested, weighted average fair value (in dollars per share) | ' | ' | ' | ' | $4.44 | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Dividends paid (in dollars per share) | ' | ' | $0.13 | ' | $0.13 | ' | ' | |||
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | |||
Total | 933,000 | ' | 933,000 | ' | 933,000 | ' | ' | |||
2014 | 63,000 | ' | 63,000 | ' | 63,000 | ' | ' | |||
2015 | 430,000 | ' | 430,000 | ' | 430,000 | ' | ' | |||
2016 | 304,000 | ' | 304,000 | ' | 304,000 | ' | ' | |||
2017 | $136,000 | ' | $136,000 | ' | $136,000 | ' | ' | |||
Compuware | Stock options | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Expiration period | ' | ' | ' | ' | '10 years | ' | ' | |||
Compuware | Stock options | Vesting schedule one, third anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 50.00% | ' | ' | |||
Compuware | Stock options | Vesting schedule one, fourth anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Compuware | Stock options | Vesting schedule two | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Award vesting period | ' | ' | ' | ' | '4 years | ' | ' | |||
Compuware | Stock options | Vesting schedule three, first anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 30.00% | ' | ' | |||
Compuware | Stock options | Vesting schedule three, third anniversary | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 40.00% | ' | ' | |||
Compuware | Restricted Stock Units (RSUs) | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | |||
Award vesting rights, percentage | ' | ' | ' | ' | 25.00% | ' | ' | |||
Award vesting period | ' | ' | ' | ' | '4 years | ' | ' | |||
Shares | ' | ' | ' | ' | ' | ' | ' | |||
Non-vested RSU outstanding, beginning balance (in shares) | ' | ' | ' | ' | 845,000 | ' | ' | |||
Granted (in shares) | ' | ' | ' | ' | 104,000 | ' | ' | |||
Released (in shares) | ' | ' | ' | ' | -69,000 | ' | ' | |||
Forfeited (in shares) | ' | ' | ' | ' | -702,000 | ' | ' | |||
Dividend equivalents, net (in shares) | ' | ' | ' | ' | 4,000 | ' | ' | |||
Non-vested RSU outstanding, ending balance (in shares) | 182,000 | ' | 182,000 | ' | 182,000 | ' | ' | |||
Granted, Weighted Average Grant-Date Fair Value (in dollars per share) | ' | ' | ' | ' | $11.22 | ' | ' | |||
Dividend equivalents, net, Weighted Average Grant-Date Fair Value (in dollars per share) | ' | ' | ' | ' | $11 | ' | ' | |||
Released, Aggregate Intrinsic Value | ' | ' | ' | ' | $786,000 | ' | ' | |||
Dividend equivalents (in shares) | ' | ' | 1,000 | ' | 18,000 | ' | ' | |||
[1] | All remaining exercisable options subject to lock-up agreement |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Net Change in Working Capital | Allocated Corporate Expenses | Compuware | Compuware | Compuware | Compuware | Compuware | ||||
Parent's Utilization of Tax Loss and Other Tax Related Attributes | ||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses from transactions with Parent | ' | ' | ' | ' | ' | $300,000 | $4,700,000 | $1,300,000 | $13,200,000 | ' |
Due from parent and affiliates | 2,046,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Net liability (offset) due to parent and affiliates | $0 | $10,900,000 | $7,556,000 | $2,300,000 | $8,500,000 | ' | ' | ' | ' | ($4,900,000) |