DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | 30-May-14 | Sep. 30, 2013 | |
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-K | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 37,490,500 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $96,056,352.07 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash | $49,536 | $966 |
Accounts receivable, net | 21,838 | 25,386 |
Deferred tax asset, net | 1,017 | 2,011 |
Due from parent and affiliates | 2,813 | 0 |
Other current assets | 5,983 | 5,517 |
Total current assets | 81,187 | 33,880 |
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION | 4,751 | 2,654 |
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET | 23,040 | 24,447 |
OTHER: | ' | ' |
Goodwill | 25,385 | 25,385 |
Deferred costs | 6,188 | 9,738 |
Deferred tax asset, net | 131 | 146 |
Other assets | 766 | 1,808 |
Total other assets | 32,470 | 37,077 |
TOTAL ASSETS | 141,448 | 98,058 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 3,893 | 2,440 |
Accrued commissions | 1,640 | 1,982 |
Deferred revenue | 16,606 | 16,989 |
Accrued expenses | 3,752 | 2,921 |
Due to parent and affiliates | 0 | 7,556 |
Total current liabilities | 25,891 | 31,888 |
DEFERRED REVENUE | 11,223 | 18,188 |
ACCRUED LIABILITIES | 56 | 271 |
DEFERRED TAX LIABILITY, NET | 2,668 | 4,817 |
Total liabilities | 39,838 | 55,164 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
SHAREHOLDERS' EQUITY: | ' | ' |
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 | 140,569 | 46,186 |
Retained deficit | -38,947 | -3,289 |
Accumulated other comprehensive income (loss) | -12 | -3 |
Total shareholders' equity | 101,610 | 42,894 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $141,448 | $98,058 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2014 | 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 |
COMBINED_AND_CONSOLIDATED_STAT
COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
REVENUE | $97,135 | $90,732 | $74,675 |
COST OF REVENUE | 56,374 | 47,575 | 41,477 |
GROSS PROFIT | 40,761 | 43,157 | 33,198 |
OPERATING EXPENSES: | ' | ' | ' |
Research and development | 12,408 | 3,799 | 1,341 |
Sales and marketing | 35,250 | 26,593 | 22,544 |
General and administrative | 28,676 | 18,315 | 12,583 |
Total operating expenses | 76,334 | 48,707 | 36,468 |
LOSS BEFORE INCOME TAX PROVISION | -35,573 | -5,550 | -3,270 |
INCOME TAX PROVISION | 85 | 98 | 57 |
NET LOSS | -35,658 | -5,648 | -3,327 |
Basic and diluted earnings (loss) per share (in dollars per share) | ($1.06) | ($0.19) | ($0.11) |
OTHER COMPREHENSIVE LOSS, NET OF TAX | ' | ' | ' |
Foreign currency translation adjustments | -9 | -3 | 0 |
TAX ATTRIBUTES OF ITEMS IN OTHER COMPREHENSIVE LOSS | ' | ' | ' |
Foreign currency translation adjustments | 0 | 0 | 0 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | -9 | -3 | 0 |
COMPREHENSIVE LOSS | ($35,667) | ($5,651) | ($3,327) |
COMBINED_AND_CONSOLIDATED_STAT1
COMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERS' AND GROUP EQUITY (USD $) | Total | Common Stock | Group Equity | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
In Thousands, except Share data, unless otherwise specified | ||||||
Beginning balance at Mar. 31, 2011 | $25,435 | $0 | $25,435 | $0 | $0 | $0 |
Beginning balance (in shares) at Mar. 31, 2011 | ' | 30,003,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net loss | -3,327 | ' | -3,327 | ' | ' | ' |
Investment by parent company | 9,865 | ' | 9,865 | ' | ' | ' |
Parent contribution of stock awards and related taxes, net (Note 5) | 1,092 | ' | 1,092 | ' | ' | ' |
Ending balance at Mar. 31, 2012 | 33,065 | 0 | 33,065 | ' | 0 | 0 |
Ending balance (in shares) at Mar. 31, 2012 | ' | 30,003,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net loss | -5,648 | ' | -2,359 | ' | -3,289 | ' |
Investment by parent company | 12,881 | ' | 12,881 | ' | ' | ' |
Transfers from parent company | 970 | ' | ' | 970 | ' | ' |
Parent contribution of stock awards and related taxes, net (Note 5) | 1,629 | ' | 1,105 | 524 | ' | ' |
Foreign currency translation | -3 | ' | ' | ' | ' | -3 |
Parent contribution of business operations, net | 0 | ' | -44,692 | 44,692 | ' | ' |
Ending 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 | -35,658 | ' | ' | ' | -35,658 | ' |
Parent contribution of stock awards and related taxes, net (Note 5) | -1,589 | ' | ' | -1,589 | ' | ' |
Covisint stock option expense (Note 7) | 18,996 | ' | ' | 18,996 | ' | ' |
Covisint stock option exercise (in shares) | 128,000 | 127,500 | ' | ' | ' | ' |
Covisint stock option exercise | 332 | ' | ' | 332 | ' | ' |
Income tax items (Note 5) | 10,322 | ' | ' | 10,322 | ' | ' |
Foreign currency translation | -9 | ' | ' | ' | ' | -9 |
IPO proceeds (in shares) | ' | 7,360,000 | ' | ' | ' | ' |
IPO proceeds received, net of offering costs | 66,322 | ' | ' | 66,322 | ' | ' |
Ending balance at Mar. 31, 2014 | $101,610 | $0 | ' | $140,569 | ($38,947) | ($12) |
Ending balance (in shares) at Mar. 31, 2014 | ' | 37,490,500 | ' | ' | ' | ' |
COMBINED_AND_CONSOLIDATED_STAT2
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($35,658) | ($5,648) | ($3,327) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operations: | ' | ' | ' |
Depreciation and amortization | 8,678 | 6,617 | 4,789 |
Deferred income taxes | 4 | -613 | 1,302 |
Stock award compensation | 17,475 | 1,629 | 1,092 |
Other | 0 | 60 | 40 |
Net change in assets and liabilities: | ' | ' | ' |
Accounts receivable | 3,618 | -4,676 | -6,875 |
Other assets | 3,414 | 3,386 | -3,245 |
Accounts payable and accrued expenses | 1,543 | 881 | 1,129 |
Deferred revenue | -7,410 | -6,838 | 5,638 |
Net cash provided by (used in) operating activities | -8,336 | -5,202 | 543 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ' | ' | ' |
Property and equipment | -3,541 | -946 | -2,372 |
Capitalized software | -5,696 | -13,579 | -8,036 |
Net cash used in investing activities | -9,237 | -14,525 | -10,408 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITES: | ' | ' | ' |
Net investment from parent company | 0 | 12,881 | 9,865 |
Cash payments to parent company | 65,746 | 29,135 | 0 |
Cash payments to parent company | -67,003 | -20,597 | 0 |
Proceeds from initial public offering | 68,448 | 0 | 0 |
Initial public offering costs | -1,412 | -714 | 0 |
Net proceeds from exercise of stock awards | 332 | 0 | 0 |
Net cash provided by financing activities | 66,111 | 20,705 | 9,865 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 32 | -12 | 0 |
NET CHANGE IN CASH | 48,570 | 966 | 0 |
CASH AT BEGINNING OF YEAR | 966 | 0 | 0 |
CASH AT END OF YEAR | $49,536 | $966 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Business | ||||||||
Covisint Corporation (the “Company”, “Covisint”, “we”, “our” and “us”) provides a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs. We have been recognized as a leader in the emerging cloud engagement market due to our market share, technical capabilities and history of successful deployments. | ||||||||
Our cloud engagement platform is offered as a service, commonly referred to as Platform-as-a-Service (PaaS), and combines robust, cloud-based identity management, portal, data exchange, integration and application development capabilities. Our platform integrates with on-premise and hosted enterprise systems, as well as other cloud-based data sources, and can be deployed quickly, scaled to millions of users, and configured to address our customers’ specific organizational requirements, including workflows, content and branding. | ||||||||
We deliver our platform through industry-specific solutions that address external mission-critical business processes common to companies across our target industries. To date, we have focused our solutions on the global automotive, healthcare and energy industries, in which the secure sharing of complex and distributed data is of particular importance. We are actively working to expand our platform to a wide range of industries which we believe have a significant opportunity to leverage our platform to enable external mission-critical business processes and to improve collaboration with external parties such as customers, business partners and suppliers. | ||||||||
Basis of Presentation | ||||||||
The accompanying 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. 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”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity and the disclosure of contingencies at March 31, 2014 and 2013 and the results of operations for the years ended March 31, 2014, 2013 and 2012. While management has based their assumptions and estimates on the facts and circumstances existing at March 31, 2014, final amounts may differ from estimates. | ||||||||
In September 2013, the Company 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. | ||||||||
Previously the “group equity” was shown in lieu of shareholders' equity in the combined and consolidated financial statements. All significant transactions between Compuware and the Company were included in the combined and consolidated financial statements and were deemed settled in cash. The net effect of the settlement of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as a financing activity and in the “group equity” in the combined and consolidated balance sheets. From the January 2013 Contribution to the IPO, Compuware provided Covisint with short-term, non-interest bearing operating cash advances. The net effect of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as financing activity and in “due to/from parent and affiliates” in the consolidated balance sheets. | ||||||||
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 $10.6 million, $10.8 million and $7.5 million for the years ended March 31, 2014, 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. We do not anticipate any material allocation charges from Compuware after March 31, 2014. | ||||||||
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. In the event a customer contract with deferred cost is terminated in whole, or part, the Company recognizes the remainder of the amount recorded in deferred cost attributable to the terminated component of the contract. | ||||||||
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 financial statements 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. Deferred revenue also includes contracts for which we have a contractually executed agreement and have invoiced the customer under the terms of the executed agreement but have not met all the revenue recognition criteria and/or have concluded that revenue should be recognized on cash basis, as collectibility of the invoiced amounts is not reasonably assured. In the event a customer contract with deferred revenue is terminated in all, or part, the Company recognizes the remainder of the amount recorded in deferred revenue attributable to the terminated component of the contract. | ||||||||
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 financial statements. | ||||||||
Cash and Cash Equivalents | ||||||||
The Company considers all investments with an original maturity of three months or less to be cash equivalents. | ||||||||
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. | ||||||||
Allowance for Doubtful Accounts | ||||||||
The Company considers historical loss experience, including the need to adjust for current conditions, the aging of outstanding accounts receivable and information available related to specific customers when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on the Company’s best estimates of collectibility. | ||||||||
The following table summarizes the allowance for doubtful accounts and changes to the allowance during the years ended March 31, 2014, 2013 and 2012 (in thousands): | ||||||||
Allowance for Doubtful Accounts: | Balance at Beginning of Period | Charged to Income | Accounts Charged Against the Allowance | Balance at End of Period | ||||
Year ended March 31, 2014 | $58 | $108 | $2 | $164 | ||||
Year ended March 31, 2013 | $97 | $— | $39 | $58 | ||||
Year ended March 31, 2012 | $155 | $94 | $152 | $97 | ||||
Property and Equipment | ||||||||
Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which are generally estimated to be three to ten years for furniture and fixtures, computer equipment and 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 $0.6 million and $0.9 million as of March 31, 2014 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 $6.8 million, $4.9 million and $3.0 million for the years ended March 31, 2014, 2013 and 2012, respectively. Amortization expenses are included in “cost of revenue” in the financial statements. | ||||||||
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 $18.1 million, $17.4 million and $9.4 million for the years ended March 31, 2014, 2013 and 2012, respectively, of which $5.7 million, $13.6 million and $8.0 million respectively, was capitalized as internally developed software technology. | ||||||||
Goodwill and Other Intangible Assets | ||||||||
Goodwill and intangible assets with indefinite lives are tested for impairment annually at March 31 or more frequently if management believes indicators of impairment exist. With respect to goodwill, the carrying value of the Company's single reporting unit is compared to its fair value, and when the carrying value exceeds the fair value, the carrying value of the goodwill is reduced to implied fair value. The impairment test involves a two-step process with Step 1 comparing the fair value of the reporting unit with its aggregate carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs Step 2 of the goodwill impairment test to determine the amount of impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. All operations of the Company are in a single reporting unit that was evaluated in the annual impairment assessment. There were no impairments of goodwill or other intangible assets in any of the periods presented in the combined and consolidated financial statements. | ||||||||
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 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 and tax credits 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. | ||||||||
Certain net operating losses ("NOL") and tax credits generated by the Company have been utilized by our parent, Compuware, and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets presented above do not include the NOL or tax credits generated by Covisint and utilized by Compuware. In as much as Compuware has paid cash for these NOL and tax credits, the Company has already realized the economic benefit. Covisint has received the economic benefit of these NOL and tax credits through a reduction of the due to parent and affiliates (for the amount of benefit realized by Compuware) which is reported as an equity contribution from Compuware to Covisint in the accompanying balance sheets. | ||||||||
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 financial statements 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 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 years ended March 31, 2014, 2013 and 2012. | ||||||||
YEAR ENDED MARCH 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Expected volatility | 39.11% | 40.97% | 39.96% | |||||
Risk-free interest rate | 1.67% | 0.96% | 1.65% | |||||
Expected lives at date of grant (in years) | 6.2 | 6.3 | 5.8 | |||||
Weighted average fair value of the options granted | $2.63 | $4.08 | $3.96 | |||||
Dividend Yield Assumption (1) | 4.46% | 0.00% | 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. Following the IPO on September 26, 2013, Covisint does not have extensive 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 divided by the total shares outstanding, including outstanding stock options that had not yet vested. The estimated fair market value of the Company 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. | ||||||||
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 stock options granted 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. | ||||||||
Assumptions used in measuring Covisint options granted, and the weighted average fair value of options granted, in fiscal 2014, 2013 and 2012 were: | ||||||||
YEAR ENDED MARCH 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Expected volatility | 49.99% | 53.64% | 54.85% | |||||
Risk-free interest rate | 1.85% | 1.02% | 1.41% | |||||
Expected lives at date of grant (in years) | 6.01 | 5.6 | 6.8 | |||||
Weighted average fair value of the options granted | $5.86 | $4.47 | $3.40 | |||||
Business Segments— The Company operates in a single reportable segment. Sales are heavily weighted toward North American automotive companies. | ||||||||
Significant Customers – A single customer, in the automotive industry, comprised 26 percent, 33 percent and 35 percent of total revenue during the years ended March 31, 2014, 2013 and 2012, respectively. The same automotive customer comprised 18 percent and 30 percent of outstanding accounts receivable as of March 31, 2014 and March 31, 2013, respectively. A second customer, which is a reseller to customers in the healthcare industry, comprised 12 percent of total revenue during the years ended March 31, 2014 and 2013 and less than 10 percent of outstanding accounts receivables and revenue for all prior years. | ||||||||
Geographical Information— Financial information regarding geographic operations is presented in the table below (in thousands): | ||||||||
YEAR ENDED MARCH 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Revenue: | ||||||||
United States | $83,308 | $77,499 | $64,091 | |||||
International operations | 13,827 | 13,233 | 10,584 | |||||
Total | $97,135 | $90,732 | $74,675 | |||||
31-Mar-14 | 31-Mar-13 | |||||||
Long-lived assets: | ||||||||
United States | $51,552 | $51,019 | ||||||
International operations | 505 | — | ||||||
Total | $52,057 | $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. | ||||||||
The Company has evaluated recent pronouncements through ASU 2014-08 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
PROPERTY AND EQUIPMENT | ' | |||||||
PROPERTY AND EQUIPMENT | ||||||||
Property and equipment, summarized by major classification, is as follows (in thousands): | ||||||||
MARCH 31, | ||||||||
2014 | 2013 | |||||||
Computer equipment and software | $14,368 | $11,353 | ||||||
Furniture and fixtures | 641 | 75 | ||||||
$15,009 | $11,428 | |||||||
Less accumulated depreciation and amortization | 10,258 | 8,774 | ||||||
Net property and equipment | $4,751 | $2,654 | ||||||
Depreciation of property and equipment totaled $1.6 million, $1.2 million and $1.3 million for the years ended March 31, 2014, 2013 and 2012, respectively. |
GOODWILL_CAPITALIZED_SOFTWARE_
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | ' | |||||||||||||||||||
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||
The components of the Company’s intangible assets are as follows (in thousands): | ||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $48,989 | ($27,067 | ) | $21,922 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (3,955 | ) | 760 | ||||||||||||||||
Trademarks(4) | 340 | (340 | ) | — | ||||||||||||||||
Total amortizing intangible assets | $54,044 | ($31,362 | ) | $22,682 | ||||||||||||||||
31-Mar-13 | ||||||||||||||||||||
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 financial statements. Capitalized software is generally amortized over five years. | |||||||||||||||||||
-3 | Amortization of customer relationship agreements is included in “sales and marketing” in the financial statements. 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 “general and administrative” in the financial statements. Trademarks were acquired as part of acquisitions and are being amortized over three years. | |||||||||||||||||||
Amortization of intangible assets was $7.1 million, $5.4 million and $3.5 million for the years ended March 31, 2014, 2013, and 2012, respectively. Estimated future amortization, based on recorded intangible assets at March 31, 2014, is expected to be as follows (in thousands): | ||||||||||||||||||||
AT MARCH 31, 2014 FOR THE YEAR ENDING MARCH 31, | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Capitalized software | $6,862 | $6,068 | $5,119 | $3,080 | $775 | |||||||||||||||
Customer relationships | 308 | 308 | 144 | — | — | |||||||||||||||
Total | $7,170 | $6,376 | $5,263 | $3,080 | $775 | |||||||||||||||
Impairment Evaluation | ||||||||||||||||||||
The Company evaluated its goodwill and other indefinite-lived intangible assets as of March 31, 2014 and 2013. There were no impairments recorded during fiscal years 2014, 2013 or 2012. |
LOSS_PER_COMMON_SHARE
LOSS PER COMMON SHARE | 12 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
LOSS PER COMMON SHARE | ' | |||||||||||
LOSS 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 Operations of Compuware had been combined for all periods presented. | ||||||||||||
EPS data were computed as follows (in thousands, except for per share data): | ||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic loss per share: | ||||||||||||
Numerator: Net loss | ($35,658 | ) | ($5,648 | ) | ($3,327 | ) | ||||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding | 33,774 | 30,003 | 30,003 | |||||||||
Basic loss per share | ($1.06 | ) | ($0.19 | ) | ($0.11 | ) | ||||||
Diluted loss per share: | ||||||||||||
Numerator: Net loss | ($35,658 | ) | ($5,648 | ) | ($3,327 | ) | ||||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding | 33,774 | 30,003 | 30,003 | |||||||||
Dilutive effect of stock awards | — | — | — | |||||||||
Total shares | 33,774 | 30,003 | 30,003 | |||||||||
Diluted loss per share | ($1.06 | ) | ($0.19 | ) | ($0.11 | ) | ||||||
Stock awards to purchase approximately 4,350,000, 3,630,000 and 3,870,000 shares for the years ended March 31, 2014, 2013 and 2012 respectively, were excluded from the diluted EPS calculation because they were anti-dilutive. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
INCOME TAXES | ' | |||||||||||
INCOME TAXES | ||||||||||||
The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of the 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. | ||||||||||||
Taxable income and/or loss generated by the Company has been included in the consolidated, combined, or unitary income tax returns of Compuware. Income taxes in the accompanying financial statements have been allocated as if the Covisint business were held in a separate corporation which filed separate income tax returns. The Company believes the assumptions underlying its allocation of income taxes on a separate return basis are reasonable. However, the amounts allocated for income taxes in the accompanying financial statements are not necessarily indicative of the actual amount of income taxes that would have been recorded had Covisint been a separate stand alone tax paying entity. | ||||||||||||
Income tax provision | ||||||||||||
(Loss) before income tax provision includes the following (in thousands): | ||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(Loss) before income tax provision: | ||||||||||||
U.S. | ($35,961 | ) | ($5,853 | ) | ($3,540 | ) | ||||||
Foreign | 388 | 303 | 270 | |||||||||
Total (loss) before income tax provision | ($35,573 | ) | ($5,550 | ) | ($3,270 | ) | ||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income tax provision: | ||||||||||||
Current: | ||||||||||||
U.S. Federal | $— | $— | $— | |||||||||
Foreign | 86 | 97 | 105 | |||||||||
U.S. State | — | — | 129 | |||||||||
Total current tax provision | $86 | $97 | $234 | |||||||||
Deferred: | ||||||||||||
U.S. Federal | $— | $— | $9 | |||||||||
Foreign | (1 | ) | 1 | (7 | ) | |||||||
U.S. State | — | — | (179 | ) | ||||||||
Total deferred tax provision (benefit) | ($1 | ) | $1 | ($177 | ) | |||||||
Total income tax provision | $85 | $98 | $57 | |||||||||
The Company’s income tax provision differed from the amount computed on pre-tax income at the U.S. federal income tax rate of 35 percent for the following reasons (in thousands): | ||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal income tax at statutory rates | ($12,451 | ) | ($1,942 | ) | ($1,145 | ) | ||||||
Increase (decrease) in taxes: | ||||||||||||
State income taxes, net | (1,314 | ) | (213 | ) | (166 | ) | ||||||
Foreign tax rate differential | (37 | ) | (26 | ) | (18 | ) | ||||||
Taxes relating to foreign operations | 26 | (19 | ) | 92 | ||||||||
Settlement of prior year tax matters | — | — | (34 | ) | ||||||||
Tax credits | (483 | ) | (1,389 | ) | (332 | ) | ||||||
Losses and tax credits not benefitted(1) | 14,355 | 3,771 | 1,816 | |||||||||
Non-taxable income | — | — | (262 | ) | ||||||||
Non-deductible expenses, net | (11 | ) | — | 162 | ||||||||
Other, net | — | (84 | ) | (56 | ) | |||||||
Income tax provision (benefit) | $85 | $98 | $57 | |||||||||
-1 | Losses and tax credits not benefitted line item represents operating losses and tax credits generated by the Company that are not benefitted. These losses are not included in the tabular presentation of deferred tax assets as they have been utilized by Compuware and will not provide future economic benefits to Covisint. | |||||||||||
Deferred tax assets and liabilities | ||||||||||||
Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Deferred revenue | $5,660 | $7,463 | ||||||||||
Intangible assets | 1,827 | 1,877 | ||||||||||
Accrued expenses | 708 | 589 | ||||||||||
Stock-based compensation | 7,612 | 2,040 | ||||||||||
Net operating loss and other tax credit carryforwards | 153 | 9 | ||||||||||
Other | 280 | 53 | ||||||||||
Total deferred tax assets before valuation allowance | 16,240 | 12,031 | ||||||||||
Less: valuation allowance | 4,389 | — | ||||||||||
Net deferred tax assets | $11,851 | $12,031 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets | 1,489 | 1,131 | ||||||||||
Capitalized research and development costs | 10,911 | 12,403 | ||||||||||
Fixed Assets | 745 | 739 | ||||||||||
Other | 226 | 419 | ||||||||||
Total deferred tax liabilities | 13,371 | 14,692 | ||||||||||
Net deferred tax (liabilities) | ($1,520 | ) | ($2,661 | ) | ||||||||
Current deferred tax assets | $1,017 | $2,011 | ||||||||||
Current deferred tax liabilities | — | (1 | ) | |||||||||
Long-term deferred tax assets | 131 | 146 | ||||||||||
Long-term deferred tax liabilities | (2,668 | ) | (4,817 | ) | ||||||||
Net deferred tax liabilities | ($1,520 | ) | ($2,661 | ) | ||||||||
Certain net operating losses ("NOL") and tax credits generated by the Company have been utilized by our parent, Compuware, and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets presented above do not include the NOL or tax credits generated by Covisint and utilized by Compuware. In as much as Compuware has paid cash for these NOL and tax credits prior to March 31, 2014, the Company has already realized the economic benefit. Covisint has received the economic benefit of these NOL and tax credits through a reduction of the due to parent and affiliates (for the amount of benefit realized by Compuware) which is reported as an equity contribution from Compuware to Covisint in the accompanying balance sheets prior to the IPO. | ||||||||||||
The deferred tax asset "Net operating loss and other tax credit carryforwards" represents only those amounts that have been generated by Covisint and are not available to be included in the taxable results of Compuware. Such amounts have a full valuation allowance against them since the Company believes the deferred tax assets are not more likely than not to be realized. | ||||||||||||
These financial statements reflect the position of the Company as not permanently reinvesting any earnings in its foreign subsidiaries and recognizing all deferred tax liabilities that arise from outside basis differences in its investments in subsidiaries. | ||||||||||||
At March 31, 2014, the Company had net operating losses and tax credit carryforwards for income tax purposes of $153,000 which expire in the tax years as follows (in thousands): | ||||||||||||
31-Mar-14 | ||||||||||||
Balance | Expiration | |||||||||||
U.S. state net operating losses | $145 | 2018-2034 | ||||||||||
U.S. state tax credit carryforwards | 8 | 2028-2029 | ||||||||||
Total | $153 | |||||||||||
Uncertain tax positions | ||||||||||||
The amount of gross unrecognized tax benefits ("UTBs") was $354,000, $0 and $475,000 as of March 31, 2014, 2013 and 2012, respectively, all of which, net of federal benefit, would favorably affect the Company’s effective tax rate if recognized in future periods. | ||||||||||||
The following is a tabular reconciliation of the total amounts of UTBs for the years ended March 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Gross unrecognized tax benefit for beginning of period | $— | $475 | $438 | |||||||||
Gross increases to tax positions for prior periods | — | — | — | |||||||||
Gross decreases to tax positions for prior periods | — | (475 | ) | (56 | ) | |||||||
Gross increases to tax positions for current period | 354 | — | 127 | |||||||||
Settlements | — | — | (34 | ) | ||||||||
Gross unrecognized tax benefit for period ended | $354 | $— | $475 | |||||||||
The Company recognizes interest and penalties related to UTBs within the income tax expense line in the accompanying consolidated statement of operations. As of March 31, 2014, no interest and penalties were accrued. | ||||||||||||
The Covisint business was operated as a division of Compuware until December 31, 2012 and, as a division, our operations were included in the tax returns filed by Compuware’s consolidated group, or Consolidated Group, for U.S. federal income tax purposes, as well as in certain consolidated, combined or unitary groups that include Compuware and/or certain of its subsidiaries, or Combined Group, for taxes other than U.S. federal income taxes. Effective January 1, 2013, Compuware contributed to us substantially all of the assets and liabilities related to our business and, as a member of the Consolidated Group, our operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after such contribution. | ||||||||||||
In connection with the January 2013 Contribution, Compuware and the Company have entered into a tax sharing agreement. Pursuant to this agreement, the Company and Compuware generally will make payments to each other such that, with respect to tax returns for any taxable period in which the Company or any of the Company’s subsidiaries are included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by the Company will be determined, subject to certain adjustments, as if the Company and each of its subsidiaries included in such Consolidated Group or Combined Group filed the Company’s own consolidated, combined, unitary or separate tax return. Each member of a consolidated group during any part of a consolidated return year is severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Similarly, in some jurisdictions, each member of a consolidated, combined or unitary group for state, local or foreign tax purposes is jointly and severally liable for the state, local or foreign tax liability of each other member of the consolidated, combined or unitary group. Accordingly, for any period in which it is included in the Consolidated Group or any Combined Group, the Company could be liable in the event that any income or other tax liability was incurred, but not discharged, by any other member of any such group even if the Company is no longer a member of such Consolidated Group or Combined Group. Compuware has paid, or will pay, through a reduction in the amount due to Compuware $9.1 million and $1.2 million for tax loss and credit benefits provided by the Company to the Consolidated Group for the years ended March 31, 2014 and 2013, respectively. Upon distribution of the Company stock held by Compuware, the tax sharing agreement benefits provided to the Company will generally and prospectively cease. | ||||||||||||
Cash paid for income taxes | ||||||||||||
Cash paid by the Company for income taxes was $0 for the year ended March 31, 2014. Cash paid by the Parent on the Company’s behalf for income taxes was $106,000 and $227,000 during the years ended March 31, 2013 and 2012, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Contractual Obligations | |
At March 31, 2014, the Company occupied office space within facilities owned and leased by Compuware. The Company had not previously entered into commitments related to space occupied within Compuware facilities; however, the expenses allocated or charged to the Company included costs associated with such facilities. The Company entered into standalone operating lease agreements for its Shanghai, Frankfurt and Detroit locations in the first quarter of our fiscal year 2015. | |
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 | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||
BENEFIT PLANS | ' | |||||||||||||||||||
BENEFIT PLANS | ||||||||||||||||||||
As the Company is a majority-owned subsidiary of Compuware, 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 accompanying financial statements. | ||||||||||||||||||||
Employee Stock Ownership Plan and 401(k) Plan | ||||||||||||||||||||
Effective April 1, 2012, Compuware began providing a matching program for the 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. For the years ended March 31, 2014, and 2013, the Company expensed $0.7 million and $0.5 million, respectively, related to this program. | ||||||||||||||||||||
Effective April 8, 2014, the Company effectively transitioned all Covisint employees from the Compuware 401(k) program to a newly established Covisint 401(k) program. All balances were transferred to the new plan which operates with nearly identical components and characteristics as the former Compuware 401(k) plan. | ||||||||||||||||||||
Compuware Stock-Based Compensation Plans | ||||||||||||||||||||
Compuware Stock Option Activity | ||||||||||||||||||||
A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of March 31, 2014, and changes during the year then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
YEAR ENDED MARCH 31, 2014 | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average | Intrinsic | |||||||||||||||||
Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term in Years | ||||||||||||||||||||
Options outstanding as of March 31, 2013 | 979 | $9.19 | ||||||||||||||||||
Granted | — | |||||||||||||||||||
Exercised | (295 | ) | $7.98 | $875 | ||||||||||||||||
Forfeited | (160 | ) | $10.49 | |||||||||||||||||
Canceled/expired | (56 | ) | $11.54 | |||||||||||||||||
Net transfers | 4 | |||||||||||||||||||
Options outstanding as of March 31, 2014 | 472 | $9.23 | 5.37 | $572 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2014 | 455 | $9.20 | 5.29 | $565 | ||||||||||||||||
Options exercisable as of March 31, 2014 | 321 | $8.91 | 4.46 | $508 | ||||||||||||||||
The vesting schedule of options has varied over the years with the following vesting terms being the most common: (1) 40% of shares vest on the first anniversary date and 30% vest on the second and third anniversary dates; (2) 50 percent of shares vest on the third anniversary date and 25 percent on the fourth and fifth anniversary dates; (3) 20% of shares vest on each annual anniversary date over five years (4) 30 percent of shares vest on the first and second anniversary dates and 40 percent vest on the third anniversary date; or (5) 25 percent of shares vest on each annual anniversary date over four years. | ||||||||||||||||||||
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 year ended March 31, 2014, 70,697 Compuware option shares that were granted to Covisint employees vested, exclusive of terminations. The vested shares had an average fair value of $4.52 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 March 31, 2014, and changes during the year then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
YEAR ENDED MARCH 31, 2014 | ||||||||||||||||||||
Shares | Weighted | Aggregate | ||||||||||||||||||
Average | Intrinsic | |||||||||||||||||||
Grant-Date | Value | |||||||||||||||||||
Fair Value | ||||||||||||||||||||
Non-vested RSU outstanding at April 1, 2013 | 845 | |||||||||||||||||||
Granted | 104 | $11.22 | ||||||||||||||||||
Released | (84 | ) | $942 | |||||||||||||||||
Forfeited | (687 | ) | ||||||||||||||||||
Dividend equivalents, net | 4 | $9.32 | ||||||||||||||||||
Non-vested RSU outstanding at March 31, 2014 | 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 19,600 dividend equivalent shares were issued to participants holding non-vested RSUs as of the dividend record date during the year ended March 31, 2014, 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 common stock for issuance under this plan. On December 30, 2013, the Board of Directors of Covisint 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 3.0 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, as the holder of the majority of the outstanding shares of the Company’s common stock, approved the Amendment to increase the shares available. The increase in shares set forth in the Amendment became effective on February 13, 2014, twenty (20) days after the date of mailing of the Company’s Schedule 14C Information Statement to the Company's public shareholders. | ||||||||||||||||||||
As of March 31, 2014, there were 4.5 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 $19.0 million for the year ended March 31, 2014. | ||||||||||||||||||||
Certain individuals, who received stock options from the 2009 Covisint LTIP, were also eligible to be awarded PSAs from the Compuware 2007 LTIP. There were 681,000 PSAs that were canceled upon the closing of the Covisint IPO. As a result, $2.9 million of expense associated with the PSAs was reversed during the year ended March 31, 2014. PSA credits totaling $2.5 million was recorded to “general and administrative” during the year ended March 31, 2014. PSA expense totaling $0.9 million was recorded to “general and administrative” during the year ended March 31, 2013. | ||||||||||||||||||||
Stock Option Activity | ||||||||||||||||||||
A summary of option activity under the Company’s stock-based compensation plans as of March 31, 2014, and changes during the year then ended is presented below (shares and intrinsic value in thousands): | ||||||||||||||||||||
YEAR ENDED MARCH 31, 2014 | ||||||||||||||||||||
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 | 464 | $11.32 | ||||||||||||||||||
Exercised | (128 | ) | ||||||||||||||||||
Forfeited | (156 | ) | $9.19 | |||||||||||||||||
Options outstanding as of March 31, 2014 | 4,458 | $3.48 | 3.57 | $18,713 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2014 | 4,403 | $3.36 | 3.5 | $18,713 | ||||||||||||||||
Options exercisable as of March 31, 2014* | 2,077 | $2.56 | 2.39 | $9,898 | ||||||||||||||||
*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. | ||||||||||||||||||||
Stock Awards Compensation | ||||||||||||||||||||
For the years ended March 31, 2014, 2013 and 2012, respectively, net stock awards compensation expense was recorded as follows in thousands: | ||||||||||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
Stock awards compensation classified as: | ||||||||||||||||||||
Cost of revenue | $829 | $6 | $5 | |||||||||||||||||
Research and development | 722 | 1 | 1 | |||||||||||||||||
Sales and marketing | 5,594 | 360 | 9 | |||||||||||||||||
General and administrative | 10,330 | 1,262 | 1,077 | |||||||||||||||||
Total stock awards compensation expense before income taxes | $17,475 | $1,629 | $1,092 | |||||||||||||||||
Total stock awards compensation expense before income taxes of $17.5 million for the year ended March 31, 2014, is primarily 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 $7.9 million of additional stock compensation expense that was recognized since the IPO. | ||||||||||||||||||||
The Company determined that options granted prior to December 31, 2012 may not satisfy certain requirements of Section 409A of the Internal Revenue Code (“Code”), and therefore, offered recipients of these options an amendment which provides for fixed exercise dates for options that were so amended. The Company intends that such amendment will cure any failure of the options to comply with Section 409A of the Code without incurring penalties thereunder. In December 2012, 3,303,000 of the 3,558,000 then outstanding options were amended. The compensation cost associated with the amendments is based on the fair value of the modified award. Fair value of the underlying shares ($8.25) was determined by the Company’s board of directors by utilizing both a discounted cash flow method and a market comparable method. The fixed exercise dates are during the three calendar years following an IPO and extend the requisite service period for options which were so amended through January 1 of the third calendar year following an IPO. In connection with the modification of the options, the Company has agreed to reimburse the option holders who have accepted the amendment for certain negative personal tax implications incurred as a result of any violation of Section 409A of the Code that may later be found to have occurred. Any such reimbursement would also include a tax gross-up, resulting in the net reimbursement equaling any penalties incurred based on Section 409A of the Code. | ||||||||||||||||||||
As of March 31, 2014, total unrecognized compensation cost of $8.5 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 March 31, 2014 (in thousands). | ||||||||||||||||||||
YEAR ENDING MARCH 31, | ||||||||||||||||||||
Stock-Based Compensation Plan: | Total | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
Covisint | $7,662 | $4,908 | $2,009 | $468 | $277 | |||||||||||||||
Compuware | 855 | 425 | 299 | 131 | ||||||||||||||||
Total | $8,517 | $5,333 | $2,308 | $599 | $277 | |||||||||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
Up until January 31, 2014, when Compuware divested its services business, the Company utilized 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 for those services totaled $1.4 million, $17.4 million and $16.3 million for the years ended March 31, 2014, 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 consolidated balance sheet. At March 31, 2014, the Company had a net receivable due from parent of $2.8 million, as compared to a net payable of $7.6 million at March 31, 2013. The activity in the year ended March 31, 2014 was primarily comprised of the $10.9 million payment of the September 30, 2013 liability balance on October 21, 2013, $9.1 million related to Compuware’s use of the Company’s tax loss and other tax related attributes, and $1.0 million due to the net change in working capital. This activity was partially offset by $(10.6) million of corporate expenses allocated to Covisint. | |
Refer to Note 1 for discussion of allocated expenses. |
QUARTERLY_FINANCIAL_INFORMATIO
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Notes) | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ' | |||||||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||||||||
Quarterly financial information for the years ended March 31, 2014 and 2013 was as follows (in thousands, except for per share data): | ||||||||||||||||||||
Fiscal 2014 | ||||||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Year | ||||||||||||||||
Revenues | $24,101 | $24,525 | $24,109 | $24,400 | $97,135 | |||||||||||||||
Gross profit | 10,791 | 10,399 | 10,449 | 9,122 | 40,761 | |||||||||||||||
Operating loss | (4,667 | ) | (12,712 | ) | (8,292 | ) | (9,902 | ) | (35,573 | ) | ||||||||||
Pre-tax loss | (4,667 | ) | (12,712 | ) | (8,292 | ) | (9,902 | ) | (35,573 | ) | ||||||||||
Net loss | (4,670 | ) | (12,746 | ) | (8,314 | ) | (9,928 | ) | (35,658 | ) | ||||||||||
Basic loss per share (1) | (0.16 | ) | (0.42 | ) | (0.22 | ) | (0.27 | ) | (1.06 | ) | ||||||||||
Diluted loss per share (1) | (0.16 | ) | (0.42 | ) | (0.22 | ) | (0.27 | ) | (1.06 | ) | ||||||||||
_____________________________________________________ | ||||||||||||||||||||
-1 | Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. | |||||||||||||||||||
Fiscal 2013 | ||||||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Year | ||||||||||||||||
Revenues | $20,613 | $20,606 | $23,801 | $25,712 | $90,732 | |||||||||||||||
Gross profit | 9,935 | 9,435 | 11,628 | 12,159 | 43,157 | |||||||||||||||
Operating income (loss) | 133 | (2,255 | ) | (149 | ) | (3,279 | ) | (5,550 | ) | |||||||||||
Pre-tax income (loss) | 133 | (2,255 | ) | (149 | ) | (3,279 | ) | (5,550 | ) | |||||||||||
Net income (loss) | 131 | (2,310 | ) | (180 | ) | (3,289 | ) | (5,648 | ) | |||||||||||
Basic loss per share (1) | — | (0.08 | ) | (0.01 | ) | (0.11 | ) | (0.19 | ) | |||||||||||
Diluted loss per share (1) | — | (0.08 | ) | (0.01 | ) | (0.11 | ) | (0.19 | ) | |||||||||||
_____________________________________________________ | ||||||||||||||||||||
-1 | Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
SUBSEQUENT EVENTS | ||
On October 1, 2013, Covisint completed its IPO. After giving effect to the IPO, Compuware retained over eighty (80%) percent ownership of Covisint common stock in order to enable it to qualify under United States Internal Revenue Code Section 355 for a subsequent tax-free distribution of its shares in Covisint to Compuware shareholders. At that time, Compuware had announced its intention to complete the spinoff distribution of its Covisint shares within one year of the IPO. Compuware has since confirmed its intention. | ||
At the time of the IPO, holders of non-qualified stock options to acquire Covisint common stock under the Covisint 2009 LTIP entered into lock-up agreements prohibiting them from exercising their options until two hundred seventy (270) days after the IPO. These lock-up agreements enabled Compuware to continue to maintain 80% or greater ownership of Covisint common stock required for the contemplated tax-free distribution. However, if the option holders were to exercise their options after the end of the lock-up period, but prior to the completion of the spinoff distribution, Compuware would potentially have to purchase from Covisint up to four shares of Covisint common stock for each share of Covisint common stock acquired by the option holders in order for Compuware to maintain its eligibility to distribute its Covisint shares on a tax-free basis. | ||
In order to maintain 80% or greater ownership of Covisint in light of the exercisable options under the LTIP, while reducing the cost to Compuware of doing so, Covisint and Compuware agreed to the following: | ||
1) | Covisint would amend all outstanding options to purchase Covisint common stock exercisable through the end of December 2014 to provide the option holder with a "tandem" stock appreciation right ("SAR"). In lieu of the exercise of the option, the option holder can exercise the SAR, which will allow the option holder to realize the value of his or her exercisable options (the fair market value of the Company’s common stock less the option strike price) without placing additional shares into the market through the exercise of the option. The exercise price of the SAR will be the same as the exercise price of the outstanding option. | |
2) | Compuware will acquire from Covisint (and not through the market) sufficient shares of Covisint common stock at fair market value in order to provide Covisint with the funds necessary to pay for the option holder’s exercise of the SAR rights. | |
On May 7, 2014, Covisint and Compuware entered into a Purchase Agreement for Compuware to purchase from Covisint shares of Covisint common stock. The Purchase Agreement provides that Compuware will purchase Covisint shares at fair market value, which is defined as the average of the closing price of the Company’s common stock on the NASDAQ Stock Exchange on each of the five trading days immediately preceding the purchase date. The Purchase Agreement provides that Compuware will make an initial purchase of $1,000,000 worth of Covisint shares on June 25, 2014. Further purchases will be made by Compuware on a monthly basis through the earlier of January 2015 or the month following completion of the Covisint spinoff by Compuware to the extent the aggregate payout of the exercise of SARs exceeds $1,000,000 plus the aggregate amounts paid by Compuware for purchases under Article VII of the Master Separation Agreement. Covisint will provide a Notice of Subsequent Purchase to Compuware monthly, which will provide the aggregate cost of the SAR exercises for the month, and calculate the number of shares that Compuware will purchase. As Compuware is a sophisticated, accredited investor, the controlling shareholder of Covisint and the only offeree of the shares, the sales of common shares by Covisint to Compuware will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. | ||
On May 8, 2014, the Company amended each of its outstanding option agreements to purchase Covisint common stock exercisable through the end of December 2014 to provide the option holder with the tandem SAR. Under the Amendment to Stock Option Agreement, the option holder is given a right to exercise the SAR and receive a cash payment equal to the product of (1) the number of shares with respect to the SAR is being exercised, and (2) the fair market value of the shares on the date of exercise over the exercise price of the SAR. The SARs will be exercisable from June 24, 2014 until the earlier of (a) the completion of the spinoff, (b) the exercise of the related option or (c) December 26, 2014. | ||
To facilitate the option amendments and the related pricing of the SARs, on May 8, 2014, Covisint executed the Second Amendment to the 2009 Long-term Incentive Plan following approval by the Covisint Board of Directors. The Second Amendment enables the Compensation Committee of the Company's Board of Directors to determine the per share exercise price for each stock appreciation right granted under the LTIP, provided that the exercise price of a stock appreciation right that is not granted in tandem with an option may not be less than 100 percent of the fair market value on the grant date, and the exercise price of a stock appreciation right that is granted in tandem with an option may not be less than 100 percent of the exercise price of the tandem option. | ||
On May 13, 2014, the Company received from Compuware $2.8 million, the balance due from parent and affiliates as of March 31, 2014. | ||
On May 28, 2014, David A. McGuffie resigned as a director of the Company. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Previously the “group equity” was shown in lieu of shareholders' equity in the combined and consolidated financial statements. All significant transactions between Compuware and the Company were included in the combined and consolidated financial statements and were deemed settled in cash. The net effect of the settlement of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as a financing activity and in the “group equity” in the combined and consolidated balance sheets. From the January 2013 Contribution to the IPO, Compuware provided Covisint with short-term, non-interest bearing operating cash advances. The net effect of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as financing activity and in “due to/from parent and affiliates” in the consolidated balance sheets. | |
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. | |
Basis of Presentation | |
The accompanying 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. 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”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity and the disclosure of contingencies at March 31, 2014 and 2013 and the results of operations for the years ended March 31, 2014, 2013 and 2012. While management has based their assumptions and estimates on the facts and circumstances existing at March 31, 2014, final amounts may differ from estimates. | |
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. In the event a customer contract with deferred cost is terminated in whole, or part, the Company recognizes the remainder of the amount recorded in deferred cost attributable to the terminated component of the contract. | |
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 financial statements 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. Deferred revenue also includes contracts for which we have a contractually executed agreement and have invoiced the customer under the terms of the executed agreement but have not met all the revenue recognition criteria and/or have concluded that revenue should be recognized on cash basis, as collectibility of the invoiced amounts is not reasonably assured. In the event a customer contract with deferred revenue is terminated in all, or part, the Company recognizes the remainder of the amount recorded in deferred revenue attributable to the terminated component of the contract. | |
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 financial statements. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all investments with an original maturity of three months or less to be cash equivalents. | |
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. | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
The Company considers historical loss experience, including the need to adjust for current conditions, the aging of outstanding accounts receivable and information available related to specific customers when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on the Company’s best estimates of collectibility. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which are generally estimated to be three to ten years for furniture and fixtures, computer equipment and 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. | |
Amortization expenses are included in “cost of revenue” in the financial statements. | |
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. | |
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. | |
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. | |
Goodwill and Other Intangible Assets | ' |
Goodwill and Other Intangible Assets | |
Goodwill and intangible assets with indefinite lives are tested for impairment annually at March 31 or more frequently if management believes indicators of impairment exist. With respect to goodwill, the carrying value of the Company's single reporting unit is compared to its fair value, and when the carrying value exceeds the fair value, the carrying value of the goodwill is reduced to implied fair value. The impairment test involves a two-step process with Step 1 comparing the fair value of the reporting unit with its aggregate carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs Step 2 of the goodwill impairment test to determine the amount of impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. All operations of the Company are in a single reporting unit that was evaluated in the annual impairment assessment. There were no impairments of goodwill or other intangible assets in any of the periods presented in the combined and consolidated financial statements. | |
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 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 and tax credits 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. | |
Certain net operating losses ("NOL") and tax credits generated by the Company have been utilized by our parent, Compuware, and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets presented above do not include the NOL or tax credits generated by Covisint and utilized by Compuware. In as much as Compuware has paid cash for these NOL and tax credits, the Company has already realized the economic benefit. Covisint has received the economic benefit of these NOL and tax credits through a reduction of the due to parent and affiliates (for the amount of benefit realized by Compuware) which is reported as an equity contribution from Compuware to Covisint in the accompanying balance sheets. | |
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 financial statements 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. | |
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. Following the IPO on September 26, 2013, Covisint does not have extensive 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 divided by the total shares outstanding, including outstanding stock options that had not yet vested. The estimated fair market value of the Company 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. | |
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 stock options granted 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. | |
Business Segments | ' |
Business Segments— The Company operates in a single reportable segment. Sales are heavily weighted toward North American automotive companies. | |
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. | |
The Company has evaluated recent pronouncements through ASU 2014-08 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of allowance for doubtful accounts and changes to the allowance | ' | |||||||
The following table summarizes the allowance for doubtful accounts and changes to the allowance during the years ended March 31, 2014, 2013 and 2012 (in thousands): | ||||||||
Allowance for Doubtful Accounts: | Balance at Beginning of Period | Charged to Income | Accounts Charged Against the Allowance | Balance at End of Period | ||||
Year ended March 31, 2014 | $58 | $108 | $2 | $164 | ||||
Year ended March 31, 2013 | $97 | $— | $39 | $58 | ||||
Year ended March 31, 2012 | $155 | $94 | $152 | $97 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
Schedule of fair value assumptions | ' | |||||||
Assumptions used in measuring Covisint options granted, and the weighted average fair value of options granted, in fiscal 2014, 2013 and 2012 were: | ||||||||
YEAR ENDED MARCH 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Expected volatility | 49.99% | 53.64% | 54.85% | |||||
Risk-free interest rate | 1.85% | 1.02% | 1.41% | |||||
Expected lives at date of grant (in years) | 6.01 | 5.6 | 6.8 | |||||
Weighted average fair value of the options granted | $5.86 | $4.47 | $3.40 | |||||
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): | ||||||||
YEAR ENDED MARCH 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Revenue: | ||||||||
United States | $83,308 | $77,499 | $64,091 | |||||
International operations | 13,827 | 13,233 | 10,584 | |||||
Total | $97,135 | $90,732 | $74,675 | |||||
31-Mar-14 | 31-Mar-13 | |||||||
Long-lived assets: | ||||||||
United States | $51,552 | $51,019 | ||||||
International operations | 505 | — | ||||||
Total | $52,057 | $51,019 | ||||||
Compuware | ' | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
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 years ended March 31, 2014, 2013 and 2012. | ||||||||
YEAR ENDED MARCH 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Expected volatility | 39.11% | 40.97% | 39.96% | |||||
Risk-free interest rate | 1.67% | 0.96% | 1.65% | |||||
Expected lives at date of grant (in years) | 6.2 | 6.3 | 5.8 | |||||
Weighted average fair value of the options granted | $2.63 | $4.08 | $3.96 | |||||
Dividend Yield Assumption (1) | 4.46% | 0.00% | 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. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of property and equipment | ' | |||||||
Property and equipment, summarized by major classification, is as follows (in thousands): | ||||||||
MARCH 31, | ||||||||
2014 | 2013 | |||||||
Computer equipment and software | $14,368 | $11,353 | ||||||
Furniture and fixtures | 641 | 75 | ||||||
$15,009 | $11,428 | |||||||
Less accumulated depreciation and amortization | 10,258 | 8,774 | ||||||
Net property and equipment | $4,751 | $2,654 | ||||||
GOODWILL_CAPITALIZED_SOFTWARE_1
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of intangible assets | ' | |||||||||||||||||||
The components of the Company’s intangible assets are as follows (in thousands): | ||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $48,989 | ($27,067 | ) | $21,922 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (3,955 | ) | 760 | ||||||||||||||||
Trademarks(4) | 340 | (340 | ) | — | ||||||||||||||||
Total amortizing intangible assets | $54,044 | ($31,362 | ) | $22,682 | ||||||||||||||||
31-Mar-13 | ||||||||||||||||||||
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 financial statements. Capitalized software is generally amortized over five years. | |||||||||||||||||||
-3 | Amortization of customer relationship agreements is included in “sales and marketing” in the financial statements. 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 “general and administrative” in the financial statements. Trademarks were acquired as part of acquisitions and are being amortized over three years. | |||||||||||||||||||
Schedule of intangible assets, future amortization expense | ' | |||||||||||||||||||
Estimated future amortization, based on recorded intangible assets at March 31, 2014, is expected to be as follows (in thousands): | ||||||||||||||||||||
AT MARCH 31, 2014 FOR THE YEAR ENDING MARCH 31, | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Capitalized software | $6,862 | $6,068 | $5,119 | $3,080 | $775 | |||||||||||||||
Customer relationships | 308 | 308 | 144 | — | — | |||||||||||||||
Total | $7,170 | $6,376 | $5,263 | $3,080 | $775 | |||||||||||||||
LOSS_PER_COMMON_SHARE_Tables
LOSS PER COMMON SHARE (Tables) | 12 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
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): | ||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic loss per share: | ||||||||||||
Numerator: Net loss | ($35,658 | ) | ($5,648 | ) | ($3,327 | ) | ||||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding | 33,774 | 30,003 | 30,003 | |||||||||
Basic loss per share | ($1.06 | ) | ($0.19 | ) | ($0.11 | ) | ||||||
Diluted loss per share: | ||||||||||||
Numerator: Net loss | ($35,658 | ) | ($5,648 | ) | ($3,327 | ) | ||||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding | 33,774 | 30,003 | 30,003 | |||||||||
Dilutive effect of stock awards | — | — | — | |||||||||
Total shares | 33,774 | 30,003 | 30,003 | |||||||||
Diluted loss per share | ($1.06 | ) | ($0.19 | ) | ($0.11 | ) | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of income before income tax, domestic and foreign | ' | |||||||||||
(Loss) before income tax provision includes the following (in thousands): | ||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(Loss) before income tax provision: | ||||||||||||
U.S. | ($35,961 | ) | ($5,853 | ) | ($3,540 | ) | ||||||
Foreign | 388 | 303 | 270 | |||||||||
Total (loss) before income tax provision | ($35,573 | ) | ($5,550 | ) | ($3,270 | ) | ||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income tax provision: | ||||||||||||
Current: | ||||||||||||
U.S. Federal | $— | $— | $— | |||||||||
Foreign | 86 | 97 | 105 | |||||||||
U.S. State | — | — | 129 | |||||||||
Total current tax provision | $86 | $97 | $234 | |||||||||
Deferred: | ||||||||||||
U.S. Federal | $— | $— | $9 | |||||||||
Foreign | (1 | ) | 1 | (7 | ) | |||||||
U.S. State | — | — | (179 | ) | ||||||||
Total deferred tax provision (benefit) | ($1 | ) | $1 | ($177 | ) | |||||||
Total income tax provision | $85 | $98 | $57 | |||||||||
Schedule of components of income tax expense (benefit) | ' | |||||||||||
(Loss) before income tax provision includes the following (in thousands): | ||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(Loss) before income tax provision: | ||||||||||||
U.S. | ($35,961 | ) | ($5,853 | ) | ($3,540 | ) | ||||||
Foreign | 388 | 303 | 270 | |||||||||
Total (loss) before income tax provision | ($35,573 | ) | ($5,550 | ) | ($3,270 | ) | ||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income tax provision: | ||||||||||||
Current: | ||||||||||||
U.S. Federal | $— | $— | $— | |||||||||
Foreign | 86 | 97 | 105 | |||||||||
U.S. State | — | — | 129 | |||||||||
Total current tax provision | $86 | $97 | $234 | |||||||||
Deferred: | ||||||||||||
U.S. Federal | $— | $— | $9 | |||||||||
Foreign | (1 | ) | 1 | (7 | ) | |||||||
U.S. State | — | — | (179 | ) | ||||||||
Total deferred tax provision (benefit) | ($1 | ) | $1 | ($177 | ) | |||||||
Total income tax provision | $85 | $98 | $57 | |||||||||
Schedule of effective income tax rate reconciliation | ' | |||||||||||
The Company’s income tax provision differed from the amount computed on pre-tax income at the U.S. federal income tax rate of 35 percent for the following reasons (in thousands): | ||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal income tax at statutory rates | ($12,451 | ) | ($1,942 | ) | ($1,145 | ) | ||||||
Increase (decrease) in taxes: | ||||||||||||
State income taxes, net | (1,314 | ) | (213 | ) | (166 | ) | ||||||
Foreign tax rate differential | (37 | ) | (26 | ) | (18 | ) | ||||||
Taxes relating to foreign operations | 26 | (19 | ) | 92 | ||||||||
Settlement of prior year tax matters | — | — | (34 | ) | ||||||||
Tax credits | (483 | ) | (1,389 | ) | (332 | ) | ||||||
Losses and tax credits not benefitted(1) | 14,355 | 3,771 | 1,816 | |||||||||
Non-taxable income | — | — | (262 | ) | ||||||||
Non-deductible expenses, net | (11 | ) | — | 162 | ||||||||
Other, net | — | (84 | ) | (56 | ) | |||||||
Income tax provision (benefit) | $85 | $98 | $57 | |||||||||
-1 | Losses and tax credits not benefitted line item represents operating losses and tax credits generated by the Company that are not benefitted. These losses are not included in the tabular presentation of deferred tax assets as they have been utilized by Compuware and will not provide future economic benefits to Covisint. | |||||||||||
Schedule of deferred tax assets and liabilities | ' | |||||||||||
Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Deferred revenue | $5,660 | $7,463 | ||||||||||
Intangible assets | 1,827 | 1,877 | ||||||||||
Accrued expenses | 708 | 589 | ||||||||||
Stock-based compensation | 7,612 | 2,040 | ||||||||||
Net operating loss and other tax credit carryforwards | 153 | 9 | ||||||||||
Other | 280 | 53 | ||||||||||
Total deferred tax assets before valuation allowance | 16,240 | 12,031 | ||||||||||
Less: valuation allowance | 4,389 | — | ||||||||||
Net deferred tax assets | $11,851 | $12,031 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets | 1,489 | 1,131 | ||||||||||
Capitalized research and development costs | 10,911 | 12,403 | ||||||||||
Fixed Assets | 745 | 739 | ||||||||||
Other | 226 | 419 | ||||||||||
Total deferred tax liabilities | 13,371 | 14,692 | ||||||||||
Net deferred tax (liabilities) | ($1,520 | ) | ($2,661 | ) | ||||||||
Current deferred tax assets | $1,017 | $2,011 | ||||||||||
Current deferred tax liabilities | — | (1 | ) | |||||||||
Long-term deferred tax assets | 131 | 146 | ||||||||||
Long-term deferred tax liabilities | (2,668 | ) | (4,817 | ) | ||||||||
Net deferred tax liabilities | ($1,520 | ) | ($2,661 | ) | ||||||||
Summary of operating loss and tax credit carryforwards | ' | |||||||||||
At March 31, 2014, the Company had net operating losses and tax credit carryforwards for income tax purposes of $153,000 which expire in the tax years as follows (in thousands): | ||||||||||||
31-Mar-14 | ||||||||||||
Balance | Expiration | |||||||||||
U.S. state net operating losses | $145 | 2018-2034 | ||||||||||
U.S. state tax credit carryforwards | 8 | 2028-2029 | ||||||||||
Total | $153 | |||||||||||
Schedule of unrecognized tax benefits roll forward | ' | |||||||||||
The following is a tabular reconciliation of the total amounts of UTBs for the years ended March 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
March 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Gross unrecognized tax benefit for beginning of period | $— | $475 | $438 | |||||||||
Gross increases to tax positions for prior periods | — | — | — | |||||||||
Gross decreases to tax positions for prior periods | — | (475 | ) | (56 | ) | |||||||
Gross increases to tax positions for current period | 354 | — | 127 | |||||||||
Settlements | — | — | (34 | ) | ||||||||
Gross unrecognized tax benefit for period ended | $354 | $— | $475 | |||||||||
BENEFIT_PLANS_Tables
BENEFIT PLANS (Tables) | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
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 March 31, 2014, and changes during the year then ended is presented below (shares and intrinsic value in thousands): | ||||||||||||||||||||
YEAR ENDED MARCH 31, 2014 | ||||||||||||||||||||
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 | 464 | $11.32 | ||||||||||||||||||
Exercised | (128 | ) | ||||||||||||||||||
Forfeited | (156 | ) | $9.19 | |||||||||||||||||
Options outstanding as of March 31, 2014 | 4,458 | $3.48 | 3.57 | $18,713 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2014 | 4,403 | $3.36 | 3.5 | $18,713 | ||||||||||||||||
Options exercisable as of March 31, 2014* | 2,077 | $2.56 | 2.39 | $9,898 | ||||||||||||||||
*All remaining exercisable options subject to lock-up agreement | ||||||||||||||||||||
Schedule of allocation of award costs | ' | |||||||||||||||||||
For the years ended March 31, 2014, 2013 and 2012, respectively, net stock awards compensation expense was recorded as follows in thousands: | ||||||||||||||||||||
YEAR ENDED MARCH 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
Stock awards compensation classified as: | ||||||||||||||||||||
Cost of revenue | $829 | $6 | $5 | |||||||||||||||||
Research and development | 722 | 1 | 1 | |||||||||||||||||
Sales and marketing | 5,594 | 360 | 9 | |||||||||||||||||
General and administrative | 10,330 | 1,262 | 1,077 | |||||||||||||||||
Total stock awards compensation expense before income taxes | $17,475 | $1,629 | $1,092 | |||||||||||||||||
Schedule of unrecognized compensation | ' | |||||||||||||||||||
The following table summarizes the Company’s future recognition of its unrecognized compensation cost related to stock awards as of March 31, 2014 (in thousands). | ||||||||||||||||||||
YEAR ENDING MARCH 31, | ||||||||||||||||||||
Stock-Based Compensation Plan: | Total | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
Covisint | $7,662 | $4,908 | $2,009 | $468 | $277 | |||||||||||||||
Compuware | 855 | 425 | 299 | 131 | ||||||||||||||||
Total | $8,517 | $5,333 | $2,308 | $599 | $277 | |||||||||||||||
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 March 31, 2014, and changes during the year then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
YEAR ENDED MARCH 31, 2014 | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average | Intrinsic | |||||||||||||||||
Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term in Years | ||||||||||||||||||||
Options outstanding as of March 31, 2013 | 979 | $9.19 | ||||||||||||||||||
Granted | — | |||||||||||||||||||
Exercised | (295 | ) | $7.98 | $875 | ||||||||||||||||
Forfeited | (160 | ) | $10.49 | |||||||||||||||||
Canceled/expired | (56 | ) | $11.54 | |||||||||||||||||
Net transfers | 4 | |||||||||||||||||||
Options outstanding as of March 31, 2014 | 472 | $9.23 | 5.37 | $572 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2014 | 455 | $9.20 | 5.29 | $565 | ||||||||||||||||
Options exercisable as of March 31, 2014 | 321 | $8.91 | 4.46 | $508 | ||||||||||||||||
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 March 31, 2014, and changes during the year then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
YEAR ENDED MARCH 31, 2014 | ||||||||||||||||||||
Shares | Weighted | Aggregate | ||||||||||||||||||
Average | Intrinsic | |||||||||||||||||||
Grant-Date | Value | |||||||||||||||||||
Fair Value | ||||||||||||||||||||
Non-vested RSU outstanding at April 1, 2013 | 845 | |||||||||||||||||||
Granted | 104 | $11.22 | ||||||||||||||||||
Released | (84 | ) | $942 | |||||||||||||||||
Forfeited | (687 | ) | ||||||||||||||||||
Dividend equivalents, net | 4 | $9.32 | ||||||||||||||||||
Non-vested RSU outstanding at March 31, 2014 | 182 | |||||||||||||||||||
QUARTERLY_FINANCIAL_INFORMATIO1
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of Quarterly Financial Information | ' | |||||||||||||||||||
Quarterly financial information for the years ended March 31, 2014 and 2013 was as follows (in thousands, except for per share data): | ||||||||||||||||||||
Fiscal 2014 | ||||||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Year | ||||||||||||||||
Revenues | $24,101 | $24,525 | $24,109 | $24,400 | $97,135 | |||||||||||||||
Gross profit | 10,791 | 10,399 | 10,449 | 9,122 | 40,761 | |||||||||||||||
Operating loss | (4,667 | ) | (12,712 | ) | (8,292 | ) | (9,902 | ) | (35,573 | ) | ||||||||||
Pre-tax loss | (4,667 | ) | (12,712 | ) | (8,292 | ) | (9,902 | ) | (35,573 | ) | ||||||||||
Net loss | (4,670 | ) | (12,746 | ) | (8,314 | ) | (9,928 | ) | (35,658 | ) | ||||||||||
Basic loss per share (1) | (0.16 | ) | (0.42 | ) | (0.22 | ) | (0.27 | ) | (1.06 | ) | ||||||||||
Diluted loss per share (1) | (0.16 | ) | (0.42 | ) | (0.22 | ) | (0.27 | ) | (1.06 | ) | ||||||||||
_____________________________________________________ | ||||||||||||||||||||
-1 | Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. | |||||||||||||||||||
Fiscal 2013 | ||||||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Year | ||||||||||||||||
Revenues | $20,613 | $20,606 | $23,801 | $25,712 | $90,732 | |||||||||||||||
Gross profit | 9,935 | 9,435 | 11,628 | 12,159 | 43,157 | |||||||||||||||
Operating income (loss) | 133 | (2,255 | ) | (149 | ) | (3,279 | ) | (5,550 | ) | |||||||||||
Pre-tax income (loss) | 133 | (2,255 | ) | (149 | ) | (3,279 | ) | (5,550 | ) | |||||||||||
Net income (loss) | 131 | (2,310 | ) | (180 | ) | (3,289 | ) | (5,648 | ) | |||||||||||
Basic loss per share (1) | — | (0.08 | ) | (0.01 | ) | (0.11 | ) | (0.19 | ) | |||||||||||
Diluted loss per share (1) | — | (0.08 | ) | (0.01 | ) | (0.11 | ) | (0.19 | ) | |||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - IPO (Details) (USD $) | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 |
Class of Stock [Line Items] | ' |
Initial public offering proceeds receivable | $68.40 |
Underwriting discounts and commissions | $5.20 |
Class A common stock | ' |
Class of Stock [Line Items] | ' |
IPO proceeds (in shares) | 7,400,000 |
Shares issued, price per share (in dollars per share) | $10 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Coprorate Expenses, Stock Splits, Revenue Recognition, and Allowances (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | 23-May-13 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | 22-May-13 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Operating expenses | ' | $76,334 | $48,707 | $36,468 | ' |
Stock split, conversion ratio | 30 | ' | ' | ' | ' |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ' | 9,000,000 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ' | 1,000,000 |
Stock split, share dividend ratio | 29 | ' | ' | ' | ' |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' | ' | ' |
Balance at Beginning of Period | ' | 58 | 97 | 155 | ' |
Charged to Income | ' | 108 | 0 | 94 | ' |
Accounts Charged Against the Allowance | ' | 2 | 39 | 152 | ' |
Balance at End of Period | ' | 164 | 58 | 97 | ' |
Minimum | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue recognition, service contract period | ' | '1 year | ' | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue recognition, service contract period | ' | '5 years | ' | ' | ' |
Corporate, Non-Segment | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Operating expenses | ' | $10,600 | $10,800 | $7,500 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitalized Software, R&D, and Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' | ' |
Capitalized computer software, purchased software, net | $600,000 | $900,000 | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense of intangible assets | 7,100,000 | 5,400,000 | 3,500,000 |
Research and development | 18,100,000 | 17,400,000 | 9,400,000 |
Capitalized computer software, additions | 5,700,000 | 13,600,000 | 8,000,000 |
Impairment of goodwill | 0 | 0 | 0 |
Impairment of other intangible assets | 0 | 0 | 0 |
Capitalized software | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible asset, useful life | '5 years | ' | ' |
Amortization expense of intangible assets | $6,800,000 | $4,900,000 | $3,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' | |||
Expected volatility | ' | 49.99% | 53.64% | 54.85% | |||
Risk-free interest rate | ' | 1.85% | 1.02% | 1.41% | |||
Expected lives at date of grant (in years) | ' | '6 years 0 months 3 days | '5 years 7 months 6 days | '6 years 9 months 18 days | |||
Weighted average fair value of the options granted | ' | $5.86 | $4.47 | $3.40 | |||
Compuware | ' | ' | ' | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' | |||
Expected volatility | ' | 39.11% | 40.97% | 39.96% | |||
Risk-free interest rate | ' | 1.67% | 0.96% | 1.65% | |||
Expected lives at date of grant (in years) | ' | '6 years 2 months 12 days | '6 years 3 months 18 days | '5 years 9 months 18 days | |||
Weighted average fair value of the options granted | ' | $2.63 | $4.08 | $3.96 | |||
Dividend Yield Assumption | ' | 4.46% | [1] | 0.00% | [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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Significant Customers (Details) (Customer Concentration Risk) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Sales Revenue, Net | Major Customer One | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk, percentage | 26.00% | 33.00% | 35.00% |
Sales Revenue, Net | Major Customer Two | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk, percentage | 12.00% | 12.00% | ' |
Accounts Receivable | Major Customer One | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk, percentage | 18.00% | 30.00% | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Geographical Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $24,400 | $24,109 | $24,525 | $24,101 | $25,712 | $23,801 | $20,606 | $20,613 | $97,135 | $90,732 | $74,675 |
Long-Lived Assets | 52,057 | ' | ' | ' | 51,019 | ' | ' | ' | 52,057 | 51,019 | ' |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 83,308 | 77,499 | 64,091 |
Long-Lived Assets | 51,552 | ' | ' | ' | 51,019 | ' | ' | ' | 51,552 | 51,019 | ' |
International operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 13,827 | 13,233 | 10,584 |
Long-Lived Assets | $505 | ' | ' | ' | $0 | ' | ' | ' | $505 | $0 | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Gross property and equipment | $15,009,000 | $11,428,000 | ' |
Less accumulated depreciation and amortization | 10,258,000 | 8,774,000 | ' |
Net property and equipment | 4,751,000 | 2,654,000 | ' |
Depreciation | 1,600,000 | 1,200,000 | 1,300,000 |
Computer equipment and software | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Gross property and equipment | 14,368,000 | 11,353,000 | ' |
Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Gross property and equipment | $641,000 | $75,000 | ' |
GOODWILL_CAPITALIZED_SOFTWARE_2
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ||
Amortized intangible assets, Gross Carrying Amount | $54,044,000 | $48,349,000 | ' | ||
Accumulated Amortization | -31,362,000 | -24,260,000 | ' | ||
Amortized intangible assets, Net Carrying Amount | 22,682,000 | 24,089,000 | ' | ||
Amortization expense of intangible assets | 7,100,000 | 5,400,000 | 3,500,000 | ||
Estimated future amortization expense | ' | ' | ' | ||
2015 | 7,170,000 | ' | ' | ||
2016 | 6,376,000 | ' | ' | ||
2017 | 5,263,000 | ' | ' | ||
2018 | 3,080,000 | ' | ' | ||
2019 | 775,000 | ' | ' | ||
Impairment of goodwill | 0 | 0 | 0 | ||
Impairment of other intangible assets | 0 | 0 | 0 | ||
Capitalized software | ' | ' | ' | ||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ||
Amortized intangible assets, Gross Carrying Amount | 48,989,000 | [1] | 43,294,000 | [1] | ' |
Accumulated Amortization | -27,067,000 | [1] | -20,314,000 | [1] | ' |
Amortized intangible assets, Net Carrying Amount | 21,922,000 | [1] | 22,980,000 | [1] | ' |
Finite-lived intangible asset, useful life | '5 years | ' | ' | ||
Amortization expense of intangible assets | 6,800,000 | 4,900,000 | 3,000,000 | ||
Estimated future amortization expense | ' | ' | ' | ||
2015 | 6,862,000 | ' | ' | ||
2016 | 6,068,000 | ' | ' | ||
2017 | 5,119,000 | ' | ' | ||
2018 | 3,080,000 | ' | ' | ||
2019 | 775,000 | ' | ' | ||
Customer relationship agreements | ' | ' | ' | ||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ||
Amortized intangible assets, Gross Carrying Amount | 4,715,000 | [2] | 4,715,000 | [2] | ' |
Accumulated Amortization | -3,955,000 | [2] | -3,646,000 | [2] | ' |
Amortized intangible assets, Net Carrying Amount | 760,000 | [2] | 1,069,000 | [2] | ' |
Estimated future amortization expense | ' | ' | ' | ||
2015 | 308,000 | ' | ' | ||
2016 | 308,000 | ' | ' | ||
2017 | 144,000 | ' | ' | ||
2018 | 0 | ' | ' | ||
2019 | 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 | [3] | 340,000 | [3] | ' |
Accumulated Amortization | -340,000 | [3] | -300,000 | [3] | ' |
Amortized intangible assets, Net Carrying Amount | 0 | [3] | 40,000 | [3] | ' |
Finite-lived intangible asset, useful life | '3 years | ' | ' | ||
Trademarks | ' | ' | ' | ||
Schedule of Intangible Assets [Line Items] | ' | ' | ' | ||
Unamortized intangible assets | $358,000 | [4] | $358,000 | [4] | ' |
[1] | Amortization of capitalized software is included in bcost of revenueb in the financial statements. Capitalized software is generally amortized over five years. | ||||
[2] | Amortization of customer relationship agreements is included in bsales and marketingb in the financial statements. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years. | ||||
[3] | Amortization of trademarks is included in bgeneral and administrativeb in the financial statements. Trademarks were acquired as part of acquisitions and are being amortized over three years. | ||||
[4] | 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. |
LOSS_PER_COMMON_SHARE_Details
LOSS PER COMMON SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | ||||||||||
Basic loss per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Numerator: Net income (loss) (in dollars) | ($9,928) | ($8,314) | ($12,746) | ($4,670) | ($3,289) | ($180) | ($2,310) | $131 | ($35,658) | ($5,648) | ($3,327) | ||||||||||
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 33,774,000 | 30,003,000 | 30,003,000 | ||||||||||
Basic income (loss) per share (in dollars per share) | ($0.27) | [1] | ($0.22) | [1] | ($0.42) | [1] | ($0.16) | [1] | ($0.11) | [1] | ($0.01) | [1] | ($0.08) | [1] | $0 | [1] | ($1.06) | [1] | ($0.19) | [1] | ($0.11) |
Diluted loss per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Numerator: Net income (loss) (in dollars) | ($9,928) | ($8,314) | ($12,746) | ($4,670) | ($3,289) | ($180) | ($2,310) | $131 | ($35,658) | ($5,648) | ($3,327) | ||||||||||
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 33,774,000 | 30,003,000 | 30,003,000 | ||||||||||
Dilutive effect of stock awards | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | ||||||||||
Total shares | ' | ' | ' | ' | ' | ' | ' | ' | 33,774,000 | 30,003,000 | 30,003,000 | ||||||||||
Diluted income (loss) per share (in dollars per share) | ($0.27) | [1] | ($0.22) | [1] | ($0.42) | [1] | ($0.16) | [1] | ($0.11) | [1] | ($0.01) | [1] | ($0.08) | [1] | $0 | [1] | ($1.06) | [1] | ($0.19) | [1] | ($0.11) |
Antidilutive shares | ' | ' | ' | ' | ' | ' | ' | ' | 4,350,000 | 3,630,000 | 3,870,000 | ||||||||||
[1] | Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. |
INCOME_TAXES_Income_Tax_Provis
INCOME TAXES - Income Tax Provision, Reconciliation, and Deferred Tax Assets and Liabilities (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |||
(Loss) before income tax provision: | ' | ' | ' | |||
U.S. | ($35,961) | ($5,853) | ($3,540) | |||
Foreign | 388 | 303 | 270 | |||
Total (loss) before income tax provision | -35,573 | -5,550 | -3,270 | |||
Current: | ' | ' | ' | |||
U.S. Federal | 0 | 0 | 0 | |||
Foreign | 86 | 97 | 105 | |||
U.S. State | 0 | 0 | 129 | |||
Total current tax provision | 86 | 97 | 234 | |||
Deferred: | ' | ' | ' | |||
U.S. Federal | 0 | 0 | 9 | |||
Foreign | -1 | 1 | -7 | |||
U.S. State | 0 | 0 | -179 | |||
Total deferred tax provision (benefit) | -1 | 1 | -177 | |||
Total income tax provision | 85 | 98 | 57 | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% | |||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ' | ' | ' | |||
Federal income tax at statutory rates | -12,451 | -1,942 | -1,145 | |||
Increase (decrease) in taxes: | ' | ' | ' | |||
State income taxes, net | -1,314 | -213 | -166 | |||
Foreign tax rate differential | -37 | -26 | -18 | |||
Taxes relating to foreign operations | 26 | -19 | 92 | |||
Settlement of prior year tax matters | 0 | 0 | -34 | |||
Tax credits | -483 | -1,389 | -332 | |||
Losses and tax credits not benefitted | 14,355 | [1] | 3,771 | [1] | 1,816 | [1] |
Non-taxable income | 0 | 0 | -262 | |||
Non-deductible expenses, net | -11 | 0 | 162 | |||
Other, net | 0 | -84 | -56 | |||
Total income tax provision | 85 | 98 | 57 | |||
Deferred tax assets: | ' | ' | ' | |||
Deferred revenue | 5,660 | 7,463 | ' | |||
Intangible assets | 1,827 | 1,877 | ' | |||
Accrued expenses | 708 | 589 | ' | |||
Stock-based compensation | 7,612 | 2,040 | ' | |||
Net operating loss and other tax credit carryforwards | 153 | 9 | ' | |||
Other | 280 | 53 | ' | |||
Total deferred tax assets before valuation allowance | 16,240 | 12,031 | ' | |||
Less: valuation allowance | 4,389 | ' | ' | |||
Net deferred tax assets | 11,851 | 12,031 | ' | |||
Deferred tax liabilities: | ' | ' | ' | |||
Intangible assets | 1,489 | 1,131 | ' | |||
Capitalized research and development costs | 10,911 | 12,403 | ' | |||
Fixed Assets | 745 | 739 | ' | |||
Other | 226 | 419 | ' | |||
Total deferred tax liabilities | 13,371 | 14,692 | ' | |||
Net deferred tax (liabilities) | -1,520 | -2,661 | ' | |||
Current deferred tax assets | 1,017 | 2,011 | ' | |||
Current deferred tax liabilities | 0 | -1 | ' | |||
Long-term deferred tax assets | 131 | 146 | ' | |||
Long-term deferred tax liabilities | ($2,668) | ($4,817) | ' | |||
[1] | Losses and tax credits not benefitted line item represents operating losses and tax credits generated by the Company that are not benefitted. These losses are not included in the tabular presentation of deferred tax assets as they have been utilized by Compuware and will not provide future economic benefits to Covisint. |
INCOME_TAXES_Operating_Losses_
INCOME TAXES - Operating Losses and Tax Credit Carryforwards (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Loss And Tax Credit Carryforwards [Line Items] | ' |
Total | $153 |
State and Local Jurisdiction | ' |
Operating Loss And Tax Credit Carryforwards [Line Items] | ' |
U.S. state net operating losses | 145 |
U.S. state tax credit carryforwards | $8 |
INCOME_TAXES_Uncertain_Tax_Pos
INCOME TAXES - Uncertain Tax Positions (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Gross unrecognized tax benefit for beginning of period | $0 | $475,000 | $438,000 |
Gross increases to tax positions for prior periods | 0 | 0 | 0 |
Gross decreases to tax positions for prior periods | 0 | -475,000 | -56,000 |
Gross increases to tax positions for current period | 354,000 | 0 | 127,000 |
Settlements | 0 | 0 | -34,000 |
Gross unrecognized tax benefit for period ended | 354,000 | 0 | 475,000 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ' | ' |
Income tax benefits provided from parent company | $9,100,000 | $1,200,000 | ' |
INCOME_TAXES_Cash_Paid_for_Inc
INCOME TAXES - Cash Paid for Income Taxes (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Compuware | Compuware | ||
Schedule of Income Taxes [Line Items] | ' | ' | ' |
Income taxes paid | $0 | $106,000 | $227,000 |
BENEFIT_PLANS_Details
BENEFIT PLANS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Aug. 31, 2009 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | ||
2009 Covisint LTIP | Cost of revenue | Cost of revenue | Cost of revenue | Research and development | Research and development | Research and development | Selling and marketing | Selling and marketing | Selling and marketing | Administrative and general | Administrative and general | Administrative and general | IPO related expenses | Related to other than IPO | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Performance-based Stock Awards | Performance-based Stock Awards | Performance-based Stock Awards | Performance-based Stock Awards | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | Compuware | ||||||||
Vesting schedule two, fifth anniversary | Vesting schedule four, second anniversary | IPO | First anniversary | Second anniversary | Third anniversary | Upon change of control or termination within 12 months of IPO | Upon change of control or termination after 12 months of IPO | Administrative and general | Administrative and general | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Restricted Stock Units (RSUs) | ||||||||||||||||||||||||||||
Vesting schedule one, first anniversary | Vesting schedule one, second anniversary | Vesting schedule one, third anniversary | Vesting schedule two, third anniversary | Vesting schedule two, fourth anniversary | Vesting schedule three | Vesting schedule four, first anniversary | Vesting schedule four, third anniversary | Vesting schedule five | ||||||||||||||||||||||||||||||||||||||||
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 | ' | ' | $700,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Outstanding, beginning balance (in shares) | ' | ' | 4,278,000 | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Granted (in shares) | ' | ' | 464,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Exercised (in shares) | ' | ' | -128,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Forfeited (in shares) | ' | ' | -156,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Canceled/expired (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -56,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net transfers (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Outstanding, ending balance (in shares) | ' | 3,558,000 | 4,458,000 | 4,278,000 | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 472,000 | 472,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of Options vested and expected to vest, net of estimated forfeitures (in shares) | ' | ' | 4,403,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 455,000 | 455,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of Options exercisable (in shares) | ' | ' | 2,077,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 321,000 | 321,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Outstanding, beginning balance (in dollars per share) | ' | ' | $2.81 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Granted (in dollars per share) | ' | ' | $11.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.98 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Forfeited (in dollars per share) | ' | ' | $9.19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cancelled/expired (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11.54 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Outstanding, ending balance (in dollars per share) | ' | ' | $3.48 | $2.81 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.23 | $9.23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share) | ' | ' | $3.36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.20 | $9.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options exercisable, Weighted Average Exercise Price (in dollars per share) | ' | ' | $2.56 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.91 | $8.91 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding options, Weighted Average Remaining Contractual Term in Years | ' | ' | '3 years 6 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years 4 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years | ' | ' | '3 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years 3 months 13 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options exercisable, Weighted Average Remaining Contractual Term in Years | ' | ' | '2 years 4 months 22 days | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 5 months 17 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised, Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 875,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options outstanding, Aggregate Intrinsic Value | ' | ' | 18,713,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 572,000 | 572,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value | ' | ' | 18,713,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 565,000 | 565,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options exercisable, Aggregate Intrinsic Value | ' | ' | 9,898,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 508,000 | 508,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting rights, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 30.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | 40.00% | 30.00% | 30.00% | 50.00% | 25.00% | 20.00% | 30.00% | 40.00% | 25.00% | 25.00% | |
Award vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '4 years | '4 years | |
Expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,697 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options vested, weighted average fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.52 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Non-vested RSU outstanding, beginning balance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 845,000 | |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 104,000 | |
Released (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -84,000 | |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -687,000 | |
Dividend equivalents, net (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | |
Non-vested RSU outstanding, ending balance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 681,000 | 681,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.32 | |
Released, Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $942,000 | |
Dividends paid (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.13 | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Dividend equivalents (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,600 | |
Common shares reserved for issuance (in shares) | ' | ' | 7,500,000 | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase in common shares reserved for issuance (in shares) | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share-based compensation reversed due to cancellations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,900,000 | -2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share-based compensation expense | ' | ' | 17,475,000 | 1,629,000 | 1,092,000 | ' | ' | 829,000 | 6,000 | 5,000 | 722,000 | 1,000 | 1,000 | 5,594,000 | 360,000 | 9,000 | 10,330,000 | 1,262,000 | 1,077,000 | 12,500,000 | 7,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | -2,500,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares amended | ' | 3,303,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Fair value of underlying shares | ' | 8.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrecognized compensation cost, weighted-average period | ' | ' | '1 year 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total | ' | ' | 8,517,000 | ' | ' | ' | 7,662,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 855,000 | 855,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
2014 | ' | ' | 5,333,000 | ' | ' | ' | 4,908,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425,000 | 425,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
2015 | ' | ' | 2,308,000 | ' | ' | ' | 2,009,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 299,000 | 299,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
2016 | ' | ' | 599,000 | ' | ' | ' | 468,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 131,000 | 131,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
2017 | ' | ' | $277,000 | ' | ' | ' | $277,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | All remaining exercisable options subject to lock-up agreement |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2014 |
Net Change in Working Capital | Allocated Corporate Expenses | 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 | ' | ' | ' | ' | ' | $1,400,000 | $17,400,000 | $16,300,000 | ' |
Due from parent and affiliates | 2,813,000 | ' | 0 | ' | ' | ' | ' | ' | ' |
Net liability (offset) due to parent and affiliates | $0 | $10,900,000 | $7,556,000 | $1,000,000 | ($10,600,000) | ' | ' | ' | ($9,100,000) |
QUARTERLY_FINANCIAL_INFORMATIO2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | ||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Revenues | $24,400 | $24,109 | $24,525 | $24,101 | $25,712 | $23,801 | $20,606 | $20,613 | $97,135 | $90,732 | $74,675 | ||||||||||
Gross profit | 9,122 | 10,449 | 10,399 | 10,791 | 12,159 | 11,628 | 9,435 | 9,935 | 40,761 | 43,157 | 33,198 | ||||||||||
Operating loss | -9,902 | -8,292 | -12,712 | -4,667 | -3,279 | -149 | -2,255 | 133 | -35,573 | -5,550 | ' | ||||||||||
Pre-tax loss | -9,902 | -8,292 | -12,712 | -4,667 | -3,279 | -149 | -2,255 | 133 | -35,573 | -5,550 | -3,270 | ||||||||||
Net loss | ($9,928) | ($8,314) | ($12,746) | ($4,670) | ($3,289) | ($180) | ($2,310) | $131 | ($35,658) | ($5,648) | ($3,327) | ||||||||||
Basic loss per share (in dollars per share) | ($0.27) | [1] | ($0.22) | [1] | ($0.42) | [1] | ($0.16) | [1] | ($0.11) | [1] | ($0.01) | [1] | ($0.08) | [1] | $0 | [1] | ($1.06) | [1] | ($0.19) | [1] | ($0.11) |
Diluted loss per share (in dollars per share) | ($0.27) | [1] | ($0.22) | [1] | ($0.42) | [1] | ($0.16) | [1] | ($0.11) | [1] | ($0.01) | [1] | ($0.08) | [1] | $0 | [1] | ($1.06) | [1] | ($0.19) | [1] | ($0.11) |
[1] | Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 8-May-14 | 13-May-14 | 7-May-14 | 7-May-14 | Oct. 02, 2013 | Oct. 02, 2013 |
Subsequent Event | Compuware | Compuware | Compuware | IPO | Minimum | |
Stock Appreciation Rights (SARs) | Subsequent Event | Subsequent Event | Subsequent Event | Compuware | ||
Stock Appreciation Rights (SARs) | IPO | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Sale of stock, percentage of ownership after transaction | ' | ' | ' | ' | ' | 80.00% |
Sale of stock, period after IPO in which exercising stock options previously issued is prohibited | ' | ' | ' | ' | '270 days | ' |
Stock expected to be issued, share price, average evaluation period | ' | ' | '5 days | ' | ' | ' |
Stock expected to be issued, value | ' | ' | $1,000,000 | ' | ' | ' |
Aggregate payout threshold | ' | ' | ' | 1,000,000 | ' | ' |
Exercise price threshold, as a percentage of fair market value | 100.00% | ' | ' | ' | ' | ' |
Exercise price threshold, as a percentage of tandem option value | 100.00% | ' | ' | ' | ' | ' |
Payment received to decrease due from parent and affiliates | ' | $2,800,000 | ' | ' | ' | ' |