DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 9 Months Ended | |
Dec. 31, 2014 | Feb. 10, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Covisint Corp | |
Entity Central Index Key | 1563699 | |
Current Fiscal Year End Date | -28 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 39,012,150 |
CONDENSED_AND_CONSOLIDATED_BAL
CONDENSED AND CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash | $43,325 | $49,536 |
Accounts receivable, net | 14,035 | 21,838 |
Deferred tax asset, net | 0 | 1,017 |
Due from parent and affiliates | 0 | 2,813 |
Other current assets | 7,159 | 5,983 |
Total current assets | 64,519 | 81,187 |
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION | 6,103 | 4,751 |
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET | 19,941 | 23,040 |
OTHER: | ||
Goodwill | 25,385 | 25,385 |
Deferred costs | 2,674 | 6,188 |
Deferred tax asset, net | 120 | 131 |
Other assets | 895 | 766 |
Total other assets | 29,074 | 32,470 |
TOTAL ASSETS | 119,637 | 141,448 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,123 | 3,893 |
Accrued commissions | 2,578 | 1,640 |
Deferred revenue | 10,727 | 16,606 |
Accrued expenses | 2,774 | 3,752 |
Deferred tax liability, net | 201 | 0 |
Total current liabilities | 21,403 | 25,891 |
DEFERRED REVENUE | 5,812 | 11,223 |
ACCRUED LIABILITIES | 58 | 56 |
DEFERRED TAX LIABILITY, NET | 1,676 | 2,668 |
Total liabilities | 28,949 | 39,838 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
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 38,868,700 (37,490,500 issued and outstanding as of March 31, 2014) | 0 | 0 |
Additional paid-in capital | 156,036 | 140,569 |
Retained deficit | -65,328 | -38,947 |
Accumulated other comprehensive income (loss) | -20 | -12 |
Total shareholders' equity | 90,688 | 101,610 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $119,637 | $141,448 |
CONDENSED_AND_CONSOLIDATED_BAL1
CONDENSED AND CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
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 | 38,079,889 | 37,490,500 |
Common stock, shares outstanding | 38,079,889 | 37,490,500 |
CONDENSED_COMBINED_AND_CONSOLI
CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||||
REVENUE | $21,755 | $24,109 | $65,077 | $72,735 |
COST OF REVENUE | 14,384 | 13,660 | 43,976 | 41,096 |
GROSS PROFIT | 7,371 | 10,449 | 21,101 | 31,639 |
OPERATING EXPENSES: | ||||
Research and development | 2,865 | 3,533 | 8,564 | 9,362 |
Sales and marketing | 7,006 | 8,484 | 24,781 | 26,610 |
General and administrative | 4,455 | 6,724 | 14,112 | 21,338 |
Total operating expenses | 14,326 | 18,741 | 47,457 | 57,310 |
OPERATING LOSS | -6,955 | -8,292 | -26,356 | -25,671 |
Other Income | 15 | 0 | 54 | 0 |
LOSS BEFORE INCOME TAX PROVISION | -6,940 | -8,292 | -26,302 | -25,671 |
INCOME TAX PROVISION | 21 | 22 | 79 | 59 |
NET LOSS | -6,961 | -8,314 | -26,381 | -25,730 |
Basic and diluted loss per share (in dollars per share) | ($0.18) | ($0.22) | ($0.69) | ($0.79) |
OTHER COMPREHENSIVE INCOME, NET OF TAX | ||||
Foreign currency translation adjustments | -45 | 24 | -8 | 44 |
OTHER COMPREHENSIVE INCOME, NET OF TAX | -45 | 24 | -8 | 44 |
COMPREHENSIVE LOSS | ($7,006) | ($8,290) | ($26,389) | ($25,686) |
CONDENSED_AND_CONSOLIDATED_STA
CONDENSED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERbS EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
In Thousands, except Share data, unless otherwise specified | |||||
Beginning balance at Mar. 31, 2014 | $101,610 | $0 | $140,569 | ($38,947) | ($12) |
Beginning balance (in shares) at Mar. 31, 2014 | 37,490,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | -26,381 | -26,381 | |||
Parent contribution of stock awards and related taxes, net | -25 | -25 | |||
Covisint stock compensation (Note 5) | 5,445 | 5,445 | |||
Covisint stock option exercise (in shares) | 1,378,000 | 1,378,200 | |||
Covisint stock option exercise | 2,404 | 2,404 | |||
Income taxes | 7,643 | 7,643 | |||
Foreign currency translation | -8 | -8 | |||
Ending balance at Dec. 31, 2014 | $90,688 | $0 | $156,036 | ($65,328) | ($20) |
Ending balance (in shares) at Dec. 31, 2014 | 38,868,700 |
CONDENSED_COMBINED_AND_CONSOLI1
CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ||
Net loss | ($26,381) | ($25,730) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operations: | ||
Depreciation and amortization | 7,091 | 6,423 |
Deferred income taxes | -8 | 43 |
Stock award compensation | 5,571 | 14,413 |
Net change in assets and liabilities: | ||
Accounts receivable | 7,626 | 6,464 |
Other assets | 2,713 | 1,891 |
Accounts payable and accrued expenses | 105 | -376 |
Deferred revenue | -11,134 | -5,730 |
Net cash used in operating activities | -14,417 | -2,602 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Property and equipment | -1,975 | -1,936 |
Capitalized software | -2,298 | -4,364 |
Net cash used in investing activities | -4,273 | -6,300 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITES: | ||
Cash payments to parent company | 23,999 | 53,208 |
Cash payments to parent company | -13,879 | -57,942 |
Proceeds from initial public offering | 0 | 68,448 |
Initial public offering costs | 0 | -1,397 |
Net proceeds from exercise of stock awards | 2,404 | 332 |
Net cash provided by financing activities | 12,524 | 62,649 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | -45 | 57 |
NET CHANGE IN CASH | -6,211 | 53,804 |
CASH AT BEGINNING OF PERIOD | 49,536 | 966 |
CASH AT END OF PERIOD | $43,325 | $54,770 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation - The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation and subsidiaries, a Michigan corporation. | |
On October 31, 2014, Compuware Corporation (“Compuware”) completed its distribution of 31,384,920 shares of common stock of Covisint Corporation (“Covisint” or "the Company") to its shareholders. Prior to October 31, 2014, Covisint Corporation was majority-owned by Compuware. | |
The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information and with the instructions of Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, contingencies and results of operations. While management has based its assumptions and estimates on the facts and circumstances existing at December 31, 2014, final amounts may differ from these estimates. In the opinion of the Company’s management, the accompanying Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. | |
The Company has evaluated subsequent events through the date these financial statements were issued. | |
These financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K. Prior to April 1, 2014, Compuware expense allocations were recorded within general and administrative expense. Effective April 1, 2014, the allocations were replaced with actual expenses incurred by the Company and these have been recorded in each respective income statement line item. Other than the change in the presentation of the expenses, there have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2014 Annual Report on Form 10-K. | |
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 adopted this ASU effective April 1, 2014, and the adoption did not have a significant impact on the Company's financial statements. | |
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," a new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that revenue should be recognized as goods or services are transferred to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact of adopting this guidance. | |
The Company has evaluated recent pronouncements through ASU 2015-01 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows. |
CAPITALIZED_SOFTWARE_AND_OTHER
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | |||||||||||||||||||
The components of the Company’s intangible assets are as follows (in thousands): | ||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $51,287 | ($32,233 | ) | $19,054 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (4,186 | ) | 529 | ||||||||||||||||
Trademarks(4) | 340 | (340 | ) | — | ||||||||||||||||
Total amortizing intangible assets | $56,342 | ($36,759 | ) | $19,583 | ||||||||||||||||
March 31, 2014 | ||||||||||||||||||||
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 | ||||||||||||||||
_____________________________________________________ | ||||||||||||||||||||
-1 | The Covisint trademarks were acquired by Compuware in an acquisition in March 2004 and contributed to Covisint by Compuware effective January 1, 2013. These trademarks are deemed to have an indefinite life and therefore are not being amortized. | |||||||||||||||||||
-2 | Amortization of capitalized software is included in “cost of revenue” in the condensed consolidated statements of comprehensive loss. Capitalized software is generally amortized over five years. | |||||||||||||||||||
-3 | Amortization of customer relationship agreements is included in “sales and marketing” in the condensed consolidated statements of comprehensive loss. 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 condensed consolidated statements of comprehensive loss. Trademarks were acquired as part of acquisitions and are being amortized over three years. | |||||||||||||||||||
Amortization expense of intangible assets was $1.8 million and $1.8 million for the three months ended December 31, 2014 and 2013, respectively, and $5.4 million and $5.3 million for the nine months ended December 31, 2014 and 2013, respectively. Estimated future amortization expense, based on identified intangible assets at December 31, 2014, is expected to be as follows (in thousands): | ||||||||||||||||||||
At December 31, 2014 for the Year Ending March 31, | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Capitalized software | $1,691 | $6,528 | $5,578 | $3,540 | $1,235 | |||||||||||||||
Customer relationships | 77 | 308 | 144 | — | — | |||||||||||||||
Total | $1,768 | $6,836 | $5,722 | $3,540 | $1,235 | |||||||||||||||
EARNINGS_PER_COMMON_SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE | |||||||||||||||
Basic earnings per common share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potentially dilutive equivalent shares outstanding using the treasury method. | ||||||||||||||||
EPS data were computed as follows (in thousands, except for per share data): | ||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic loss per share: | ||||||||||||||||
Numerator: Net loss | ($6,961 | ) | ($8,314 | ) | ($26,381 | ) | ($25,730 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 38,423 | 37,363 | 37,962 | 32,599 | ||||||||||||
Basic loss per share | ($0.18 | ) | ($0.22 | ) | ($0.69 | ) | ($0.79 | ) | ||||||||
Diluted loss per share: | ||||||||||||||||
Numerator: Net loss | ($6,961 | ) | ($8,314 | ) | ($26,381 | ) | ($25,730 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 38,423 | 37,363 | 37,962 | 32,599 | ||||||||||||
Dilutive effect of stock awards | — | — | — | — | ||||||||||||
Total shares | 38,423 | 37,363 | 37,962 | 32,599 | ||||||||||||
Diluted loss per share | ($0.18 | ) | ($0.22 | ) | ($0.69 | ) | ($0.79 | ) | ||||||||
Stock awards to purchase approximately 4,927,000 and 4,342,000 shares for the three months ended December 31, 2014 and 2013, respectively, and 4,800,000 and 4,314,000 shares for the nine months ended December 31, 2014 and 2013, respectively, were excluded from the diluted EPS calculation because they were anti-dilutive. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
Contractual Obligations | |
The Company entered into standalone operating lease agreements for its Shanghai, China and Detroit locations in the first quarter of our fiscal year 2015. The Shanghai lease expires on April 30, 2017 and does not contain any purchase obligations associated with the lease. The total future minimum lease obligation of the Shanghai lease is approximately $1.3 million as of December 31, 2014. The lease agreement for the Company's Detroit location expires May, 2015. | |
On December 18, 2014, the Company entered into a new lease for its headquarters in Southfield, Michigan. The 11 year term of the lease will commence in May, 2015. The Company will be obligated to pay approximately $0.0 for the year ending March 31, 2016, $0.5 million for 2017, $0.6 million for 2018, $0.6 million for 2019, and $0.6 million for 2020 for total obligated lease payments of $2.3 million for the five years ending March 31, 2020. The lease is an operating lease whereby rent expense will be recognized ratably over the lease term, irrespective of cash payments. | |
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. | |
Beginning on May 30, 2014, two putative class actions were filed in the U.S. District Court for the Southern District of New York against the Company, directors and certain officers at the time of the Company's initial public offering ("IPO") alleging violation of securities laws in connection with the Company's IPO and seeking unspecified damages. On August 15, 2014, the cases were consolidated with Charles Rankin appointed lead plaintiff. On October 15, 2014, the lead plaintiff filed an amended complaint. We believe these lawsuits are without merit, and we intend to vigorously defend them. The Company currently has no other outstanding material litigation. |
BENEFIT_PLANS
BENEFIT PLANS | 9 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||
BENEFIT PLANS | BENEFIT PLANS | |||||||||||||||||||
Compuware Stock-Based Compensation Plans | ||||||||||||||||||||
Prior to fiscal year 2014, while the Company was a majority-owned subsidiary of Compuware, certain Covisint employees were granted Compuware stock compensation awards. In accordance with the provisions of Staff Accounting Bulletin (“SAB”) 1.B.1, “Costs Reflected in Historical Financial Statements,” the expense for these awards is included within the condensed consolidated statements of comprehensive loss. | ||||||||||||||||||||
Compuware Stock Option Activity | ||||||||||||||||||||
A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of December 31, 2014, and changes during the nine months then ended is presented below. Due to the spin-off of Covisint from Compuware, all Compuware options held by Covisint employees had to be exercised or they would be terminated 30 days after the completion of the spin-off. All vested options were exercised. All non-vested Compuware options terminated in the third quarter of fiscal 2015. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
Nine Months Ended December 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, 2014 | 472 | $9.23 | ||||||||||||||||||
Granted | — | |||||||||||||||||||
Exercised | (301 | ) | $ | 8.28 | $627 | |||||||||||||||
Forfeited/Cancelled | (171 | ) | ||||||||||||||||||
Options outstanding as of December 31, 2014 | — | $— | 0 | |||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2014 | — | $— | 0 | |||||||||||||||||
Options exercisable as of December 31, 2014 | — | $— | 0 | |||||||||||||||||
The vesting schedule of options has varied over the years with the following vesting terms being the most common: (1) 50 percent of shares vest on the third anniversary date and 25 percent on the fourth and fifth anniversary dates; (2) 25 percent of shares vest on each annual anniversary date over four years; or (3) 30 percent of shares vest on the first and second anniversary dates and 40 percent vest on the third anniversary date. | ||||||||||||||||||||
All options were granted with exercise prices at or above fair market value on the date of grant and expire ten years from the date of grant. Option expense is recognized on a straight-line basis over the vesting period unless the options vest more quickly than the expense would be recognized. In this case, additional expense is taken to ensure the expense is proportionate to the percent of options vested at any point in time. | ||||||||||||||||||||
Compuware Restricted Stock Units | ||||||||||||||||||||
Due to the spin-off of Covisint from Compuware, all non-vested Compuware RSU's terminated on October 31, 2014. A summary of non-vested restricted stock units (“RSUs”) activity for Covisint employees and directors under the Compuware LTIP as of December 31, 2014, and changes during the nine months then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
Nine Months Ended December 31, 2014 | ||||||||||||||||||||
Shares | Weighted | Aggregate | ||||||||||||||||||
Average | Intrinsic | |||||||||||||||||||
Grant-Date | Value | |||||||||||||||||||
Fair Value | ||||||||||||||||||||
Non-vested RSU outstanding at April 1, 2014 | 182 | |||||||||||||||||||
Granted | — | |||||||||||||||||||
Released | (156 | ) | $1,514 | |||||||||||||||||
Forfeited | (26 | ) | ||||||||||||||||||
Dividend equivalents, net | — | $— | ||||||||||||||||||
Non-vested RSU outstanding at December 31, 2014 | — | |||||||||||||||||||
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. | ||||||||||||||||||||
Covisint Stock-Based Compensation Plan | ||||||||||||||||||||
In August 2009, Covisint established a 2009 Long-Term Incentive Plan (“2009 Covisint LTIP”) allowing the Board of Directors of Covisint to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 4.5 million common shares of Covisint for issuance under this plan. On December 30, 2013, the Board of Directors of Covisint Corporation adopted the First Amendment to the 2009 Covisint LTIP, subject to shareholder approval. The Amendment increased the number of shares of Covisint’s common stock available for issuance pursuant to stock-based awards granted under the LTIP by 3 million shares (increasing the number of shares available for issuance under the LTIP from 4.5 million to 7.5 million). On January 2, 2014, Compuware approved the Amendment to increase the shares available. The increase in shares set forth in the Amendment 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 shareholders. | ||||||||||||||||||||
As of December 31, 2014, there were 4.6 million stock options and 0.3 million RSUs outstanding from the 2009 Covisint LTIP. The Company recognized stock compensation expense of $1.7 million and $5.6 million for the three and nine months ended December 31, 2014 related to awards granted under the 2009 Covisint LTIP. | ||||||||||||||||||||
Certain individuals, who received stock options from the 2009 Covisint LTIP, were also eligible to be awarded performance stock awards ("PSAs") from the Compuware 2007 LTIP. There were 681,000 PSAs that were cancelled upon the closing of the Covisint IPO. As a result, $2.9 million of expense associated with the PSAs was reversed during the quarter ended September 30, 2013. PSA credit totaling $2.8 million and $2.5 million was recorded to “general and administrative” during the three and nine months ended September 30, 2013, respectively. | ||||||||||||||||||||
Stock Option Activity | ||||||||||||||||||||
A summary of option activity under the Company’s stock-based compensation plans as of December 31, 2014, and changes during the nine months then ended is presented below (shares and intrinsic value in thousands): | ||||||||||||||||||||
Nine Months Ended December 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, 2014 | 4,458 | $3.48 | ||||||||||||||||||
Granted | 1,695 | 4.04 | ||||||||||||||||||
Exercised | (1,378 | ) | 1.85 | |||||||||||||||||
Forfeited | (194 | ) | 7.3 | |||||||||||||||||
Options outstanding as of December 31, 2014 | 4,581 | $4.01 | 5.84 | $1,680 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2014 | 4,351 | $3.98 | 5.64 | $1,670 | ||||||||||||||||
Options exercisable as of December 31, 2014 | 454 | $6.76 | 8.19 | $— | ||||||||||||||||
All options were originally granted at estimated fair market value for those granted prior to IPO, and at fair market value for those granted post IPO. Options expire ten years from the date of grant unless expiration has been otherwise accelerated in accordance with a termination and/or separation agreement. | ||||||||||||||||||||
On April 7, 2014, 140,000 stock options with an estimated fair market value of $3.58 per option were granted to an employee. On July 1, 2014, 750,000 stock options with an estimated fair market value of $2.25 per option were granted to an employee. During November, 2014, 685,000 stock options with an estimated fair market value of $1.30 per option were granted to employees and directors. On December 1, 2014, 120,000 stock options with an estimated fair market value of $1.08 per option were granted to one employee. | ||||||||||||||||||||
For the nine months ending December 31, 2014, 1,378,200 options were exercised by participants of the 2009 Covisint LTIP. | ||||||||||||||||||||
Restricted Stock Unit Activity | ||||||||||||||||||||
A summary of non-vested restricted stock units (“RSUs”) activity as of December 31, 2014, and changes during the nine months then ended is presented below. Shares and intrinsic value are presented in thousands. | ||||||||||||||||||||
Nine Months Ended December 31, 2014 | ||||||||||||||||||||
Shares | Weighted | Aggregate | ||||||||||||||||||
Average | Intrinsic | |||||||||||||||||||
Grant-Date | Value | |||||||||||||||||||
Fair Value | ||||||||||||||||||||
Non-vested RSU outstanding at April 1, 2014 | — | |||||||||||||||||||
Granted | 338 | $ | 3.91 | |||||||||||||||||
Released | — | |||||||||||||||||||
Forfeited | — | |||||||||||||||||||
Dividend equivalents, net | — | |||||||||||||||||||
Non-vested RSU outstanding at December 31, 2014 | 338 | $ | 896 | |||||||||||||||||
On July 1, 2014, 182,193 restricted stock units with a fair market value as of the grant date of $4.86 were granted to an employee. The restricted stock instruments granted on July 1, 2014 vest at 33.3% on each the first, second and third anniversary of the grant date. On November 17, 2014 a total 155,795 restricted stock units with a fair market value as of the grant date of $2.79 were granted to five directors. The restricted stock instruments granted November 17, 2014 vest at 100% on August 25, 2015. There are no other outstanding Covisint restricted stock units as of December 31, 2014. | ||||||||||||||||||||
Stock Awards Compensation | ||||||||||||||||||||
For the three months ended December 31, 2014 and 2013, respectively, and for the nine months ended December 31, 2014 and 2013, respectively, stock awards compensation expense was recorded as follows in thousands: | ||||||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Stock awards compensation classified as: | ||||||||||||||||||||
Cost of revenue | ($1 | ) | $137 | $583 | $735 | |||||||||||||||
Research and development | 55 | 158 | 149 | 656 | ||||||||||||||||
Sales and marketing | 424 | 1,117 | 1,369 | 5,153 | ||||||||||||||||
Administrative and general | 1,221 | 2,495 | 3,470 | 7,869 | ||||||||||||||||
Total stock awards compensation expense before income taxes | $1,699 | $3,907 | $5,571 | $14,413 | ||||||||||||||||
As of December 31, 2014, total unrecognized compensation cost of $6.1 million, net of estimated forfeitures, related to nonvested equity awards granted is expected to be recognized over a weighted-average period of approximately 2.6 years. The following table summarizes the Company’s estimated future recognition of its unrecognized compensation cost related to stock awards as of December 31, 2014 (in thousands). | ||||||||||||||||||||
Year Ending March 31, | ||||||||||||||||||||
Covisint Stock-Based Compensation Plan: | Total | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
Stock Compensation Expense | $6,128 | $846 | $2,757 | $1,674 | $851 | |||||||||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS |
On October 31, 2014, Covisint ceased being a subsidiary of Compuware Corporation as a result of Compuware's distribution of its holdings of Covisint common stock to Compuware shareholders. | |
Prior to October 31, 2014, Covisint was a member of the Compuware Consolidated Group for tax purposes. Compuware Corporation, under a tax sharing agreement, used Covisint's tax losses and paid Covisint in cash for the tax losses utilized by the Compuware Consolidated Group. For fiscal 2015, Covisint was paid by Compuware based upon estimates of the losses utilized, which are subject to a true-up based upon filing actual federal and state income tax returns. | |
On December 15, 2014, Compuware Corporation was acquired by Thoma Bravo, LLC. As a result, the intended tax-free spin of Covisint became taxable to the Compuware Consolidated Group. In October, 2014, Covisint agreed to amend the tax sharing agreement with Compuware so that Covisint agreed in writing to make a joint election under §336(e) of the Internal Revenue Code with Compuware. Under §336(e) for federal income tax purposes, Covisint is treated as if it sold all of its assets at fair market value. Compuware agreed to pay all income tax Covisint would have been responsible to pay for making the §336(e) election. As a result of the §336(e) election, Covisint will receive a step up in its tax basis in its assets to fair market value on October 31, 2014, the day Covisint ceased to be a member of the Compuware Consolidated Group. Covisint will amortize its new basis to provide future tax deductions that would offset any future taxable income. Given Covisint’s historical loss position, there is a full valuation allowance preventing the recognition of any potential deferred tax asset. | |
The Company previously utilized professional services staff of Compuware to provide certain services to customers and to provide additional resources for research and development activities. These costs were included in “cost of revenue” and “research and development” as applicable. Effective January 31, 2014, Compuware sold substantially all of the assets related to Compuware's Professional Services business unit to Marlin Equity Partners. As such, charges from Compuware for professional services totaled $0.0 million for both the three and nine months ended December 31, 2014. Charges from Compuware for professional services were $0.3 million and $1.3 million for the three and nine months ended December 31, 2013, respectively. | |
Certain transactions with Compuware are settled in cash and are reflected as due to or due from parent and affiliates within the condensed consolidated balance sheet, prior to Covisint's spin-off from Compuware on October 31, 2014. At December 31, 2014, the Company had a net receivable due from parent of $0.0 as compared to a net receivable of $2.8 million at March 31, 2014. The activity in the nine months ended December 31, 2014 was primarily comprised of Compuware’s payment of the net due from amount of approximately $2.8 million as of March 31, 2014, and additional payments from Compuware of approximately $7.6 million related to Compuware’s utilization of the Company’s tax loss and other tax attributes through the date of the Company’s spin-off from Compuware. | |
Going forward, transactions between Compuware and Covisint are expected to be minimal and will relate primarily to cash collections for certain Covisint customers that continue to pay Compuware directly. As of December 31, 2014, a receivable of $0.7 million from Compuware was recorded as part of other current assets in the accompanying condensed consolidated balance sheet, and relates primarily to the tax sharing agreement with Compuware. On December 31, 2014, Compuware sold the building where Covisint is currently located. Accordingly, Compuware is no longer Covisint's landlord. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation - The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation and subsidiaries, a Michigan corporation. |
On October 31, 2014, Compuware Corporation (“Compuware”) completed its distribution of 31,384,920 shares of common stock of Covisint Corporation (“Covisint” or "the Company") to its shareholders. Prior to October 31, 2014, Covisint Corporation was majority-owned by Compuware. | |
The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information and with the instructions of Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, contingencies and results of operations. While management has based its assumptions and estimates on the facts and circumstances existing at December 31, 2014, final amounts may differ from these estimates. In the opinion of the Company’s management, the accompanying Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. | |
The Company has evaluated subsequent events through the date these financial statements were issued. | |
These financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K. Prior to April 1, 2014, Compuware expense allocations were recorded within general and administrative expense. Effective April 1, 2014, the allocations were replaced with actual expenses incurred by the Company and these have been recorded in each respective income statement line item. Other than the change in the presentation of the expenses, there have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2014 Annual Report on Form 10-K. | |
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 adopted this ASU effective April 1, 2014, and the adoption did not have a significant impact on the Company's financial statements. | |
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," a new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that revenue should be recognized as goods or services are transferred to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact of adopting this guidance. |
CAPITALIZED_SOFTWARE_AND_OTHER1
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||||||||
Dec. 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): | |||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||
Trademarks(1) | $358 | $358 | ||||||||||||||||||
Amortizing intangible assets: | ||||||||||||||||||||
Capitalized software(2) | $51,287 | ($32,233 | ) | $19,054 | ||||||||||||||||
Customer relationship agreements(3) | 4,715 | (4,186 | ) | 529 | ||||||||||||||||
Trademarks(4) | 340 | (340 | ) | — | ||||||||||||||||
Total amortizing intangible assets | $56,342 | ($36,759 | ) | $19,583 | ||||||||||||||||
March 31, 2014 | ||||||||||||||||||||
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 | ||||||||||||||||
_____________________________________________________ | ||||||||||||||||||||
-1 | The Covisint trademarks were acquired by Compuware in an acquisition in March 2004 and contributed to Covisint by Compuware effective January 1, 2013. These trademarks are deemed to have an indefinite life and therefore are not being amortized. | |||||||||||||||||||
-2 | Amortization of capitalized software is included in “cost of revenue” in the condensed consolidated statements of comprehensive loss. Capitalized software is generally amortized over five years. | |||||||||||||||||||
-3 | Amortization of customer relationship agreements is included in “sales and marketing” in the condensed consolidated statements of comprehensive loss. 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 condensed consolidated statements of comprehensive loss. Trademarks were acquired as part of acquisitions and are being amortized over three years. | |||||||||||||||||||
Schedule of intangible assets, future amortization expense | Estimated future amortization expense, based on identified intangible assets at December 31, 2014, is expected to be as follows (in thousands): | |||||||||||||||||||
At December 31, 2014 for the Year Ending March 31, | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Capitalized software | $1,691 | $6,528 | $5,578 | $3,540 | $1,235 | |||||||||||||||
Customer relationships | 77 | 308 | 144 | — | — | |||||||||||||||
Total | $1,768 | $6,836 | $5,722 | $3,540 | $1,235 | |||||||||||||||
EARNINGS_PER_COMMON_SHARE_Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended | |||||||||||||||
Dec. 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): | |||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic loss per share: | ||||||||||||||||
Numerator: Net loss | ($6,961 | ) | ($8,314 | ) | ($26,381 | ) | ($25,730 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 38,423 | 37,363 | 37,962 | 32,599 | ||||||||||||
Basic loss per share | ($0.18 | ) | ($0.22 | ) | ($0.69 | ) | ($0.79 | ) | ||||||||
Diluted loss per share: | ||||||||||||||||
Numerator: Net loss | ($6,961 | ) | ($8,314 | ) | ($26,381 | ) | ($25,730 | ) | ||||||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding | 38,423 | 37,363 | 37,962 | 32,599 | ||||||||||||
Dilutive effect of stock awards | — | — | — | — | ||||||||||||
Total shares | 38,423 | 37,363 | 37,962 | 32,599 | ||||||||||||
Diluted loss per share | ($0.18 | ) | ($0.22 | ) | ($0.69 | ) | ($0.79 | ) | ||||||||
BENEFIT_PLANS_Tables
BENEFIT PLANS (Tables) | 9 Months Ended | |||||||||||||||||||
Dec. 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 December 31, 2014, and changes during the nine months then ended is presented below (shares and intrinsic value in thousands): | |||||||||||||||||||
Nine Months Ended December 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, 2014 | 4,458 | $3.48 | ||||||||||||||||||
Granted | 1,695 | 4.04 | ||||||||||||||||||
Exercised | (1,378 | ) | 1.85 | |||||||||||||||||
Forfeited | (194 | ) | 7.3 | |||||||||||||||||
Options outstanding as of December 31, 2014 | 4,581 | $4.01 | 5.84 | $1,680 | ||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2014 | 4,351 | $3.98 | 5.64 | $1,670 | ||||||||||||||||
Options exercisable as of December 31, 2014 | 454 | $6.76 | 8.19 | $— | ||||||||||||||||
Schedule of allocation of award costs | For the three months ended December 31, 2014 and 2013, respectively, and for the nine months ended December 31, 2014 and 2013, respectively, stock awards compensation expense was recorded as follows in thousands: | |||||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Stock awards compensation classified as: | ||||||||||||||||||||
Cost of revenue | ($1 | ) | $137 | $583 | $735 | |||||||||||||||
Research and development | 55 | 158 | 149 | 656 | ||||||||||||||||
Sales and marketing | 424 | 1,117 | 1,369 | 5,153 | ||||||||||||||||
Administrative and general | 1,221 | 2,495 | 3,470 | 7,869 | ||||||||||||||||
Total stock awards compensation expense before income taxes | $1,699 | $3,907 | $5,571 | $14,413 | ||||||||||||||||
Schedule of unrecognized compensation | The following table summarizes the Company’s estimated future recognition of its unrecognized compensation cost related to stock awards as of December 31, 2014 (in thousands). | |||||||||||||||||||
Year Ending March 31, | ||||||||||||||||||||
Covisint Stock-Based Compensation Plan: | Total | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
Stock Compensation Expense | $6,128 | $846 | $2,757 | $1,674 | $851 | |||||||||||||||
Compuware | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Schedule of stock option activity | A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of December 31, 2014, and changes during the nine months then ended is presented below. Due to the spin-off of Covisint from Compuware, all Compuware options held by Covisint employees had to be exercised or they would be terminated 30 days after the completion of the spin-off. All vested options were exercised. All non-vested Compuware options terminated in the third quarter of fiscal 2015. Shares and intrinsic value are presented in thousands. | |||||||||||||||||||
Nine Months Ended December 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, 2014 | 472 | $9.23 | ||||||||||||||||||
Granted | — | |||||||||||||||||||
Exercised | (301 | ) | $ | 8.28 | $627 | |||||||||||||||
Forfeited/Cancelled | (171 | ) | ||||||||||||||||||
Options outstanding as of December 31, 2014 | — | $— | 0 | |||||||||||||||||
Options vested and expected to vest, net of estimated forfeitures, as of December 31, 2014 | — | $— | 0 | |||||||||||||||||
Options exercisable as of December 31, 2014 | — | $— | 0 | |||||||||||||||||
Schedule of RSU activity | A summary of non-vested restricted stock units (“RSUs”) activity for Covisint employees and directors under the Compuware LTIP as of December 31, 2014, and changes during the nine months then ended is presented below. Shares and intrinsic value are presented in thousands. | |||||||||||||||||||
Nine Months Ended December 31, 2014 | ||||||||||||||||||||
Shares | Weighted | Aggregate | ||||||||||||||||||
Average | Intrinsic | |||||||||||||||||||
Grant-Date | Value | |||||||||||||||||||
Fair Value | ||||||||||||||||||||
Non-vested RSU outstanding at April 1, 2014 | 182 | |||||||||||||||||||
Granted | — | |||||||||||||||||||
Released | (156 | ) | $1,514 | |||||||||||||||||
Forfeited | (26 | ) | ||||||||||||||||||
Dividend equivalents, net | — | $— | ||||||||||||||||||
Non-vested RSU outstanding at December 31, 2014 | — | |||||||||||||||||||
CAPITALIZED_SOFTWARE_AND_OTHER2
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | ||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Gross Carrying Amount | $56,342,000 | $56,342,000 | $54,044,000 | |||||
Accumulated Amortization | -36,759,000 | -36,759,000 | -31,362,000 | |||||
Net Carrying Amount | 19,583,000 | 19,583,000 | 22,682,000 | |||||
Amortization expense of intangible assets | 1,800,000 | 1,800,000 | 5,400,000 | 5,300,000 | ||||
Estimated future amortization expense | ||||||||
2015 | 1,768,000 | 1,768,000 | ||||||
2016 | 6,836,000 | 6,836,000 | ||||||
2017 | 5,722,000 | 5,722,000 | ||||||
2018 | 3,540,000 | 3,540,000 | ||||||
2019 | 1,235,000 | 1,235,000 | ||||||
Trademarks | ||||||||
Schedule of Intangible Assets [Line Items] | ||||||||
Unamortized intangible assets | 358,000 | [1] | 358,000 | [1] | 358,000 | [1] | ||
Capitalized software | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Gross Carrying Amount | 51,287,000 | [2] | 51,287,000 | [2] | 48,989,000 | [2] | ||
Accumulated Amortization | -32,233,000 | [2] | -32,233,000 | [2] | -27,067,000 | [2] | ||
Net Carrying Amount | 19,054,000 | [2] | 19,054,000 | [2] | 21,922,000 | [2] | ||
Finite-lived intangible asset, useful life | 5 years | |||||||
Estimated future amortization expense | ||||||||
2015 | 1,691,000 | 1,691,000 | ||||||
2016 | 6,528,000 | 6,528,000 | ||||||
2017 | 5,578,000 | 5,578,000 | ||||||
2018 | 3,540,000 | 3,540,000 | ||||||
2019 | 1,235,000 | 1,235,000 | ||||||
Customer relationship agreements | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Gross Carrying Amount | 4,715,000 | [3] | 4,715,000 | [3] | 4,715,000 | [3] | ||
Accumulated Amortization | -4,186,000 | [3] | -4,186,000 | [3] | -3,955,000 | [3] | ||
Net Carrying Amount | 529,000 | [3] | 529,000 | [3] | 760,000 | [3] | ||
Estimated future amortization expense | ||||||||
2015 | 77,000 | 77,000 | ||||||
2016 | 308,000 | 308,000 | ||||||
2017 | 144,000 | 144,000 | ||||||
2018 | 0 | 0 | ||||||
2019 | 0 | 0 | ||||||
Customer relationship agreements | Maximum | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Finite-lived intangible asset, useful life | 6 years | |||||||
Trademarks | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Gross Carrying Amount | 340,000 | [4] | 340,000 | [4] | 340,000 | [4] | ||
Accumulated Amortization | -340,000 | [4] | -340,000 | [4] | -340,000 | [4] | ||
Net Carrying Amount | $0 | [4] | $0 | [4] | $0 | [4] | ||
Finite-lived intangible asset, useful life | 3 years | |||||||
[1] | The Covisint trademarks were acquired by Compuware in an acquisition in March 2004 and contributed to Covisint by Compuware effective January 1, 2013. These trademarks are deemed to have an indefinite life and therefore are not being amortized. | |||||||
[2] | Amortization of capitalized software is included in bcost of revenueb in the condensed consolidated statements of comprehensive loss. Capitalized software is generally amortized over five years. | |||||||
[3] | Amortization of customer relationship agreements is included in bsales and marketingb in the condensed consolidated statements of comprehensive loss. 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 bgeneral and administrativeb in the condensed consolidated statements of comprehensive loss. Trademarks were acquired as part of acquisitions and are being amortized over three years. |
EARNINGS_PER_COMMON_SHARE_Deta
EARNINGS PER COMMON SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Basic loss per share: | ||||
Numerator: Net loss (in dollars) | ($6,961) | ($8,314) | ($26,381) | ($25,730) |
Basic loss per share (in dollars per share) | ($0.18) | ($0.22) | ($0.69) | ($0.79) |
Diluted loss per share: | ||||
Numerator: Net loss (in dollars) | ($6,961) | ($8,314) | ($26,381) | ($25,730) |
Denominator: | ||||
Weighted-average common shares outstanding | 38,423 | 37,363 | 37,962 | 32,599 |
Dilutive effect of stock awards | 0 | 0 | 0 | 0 |
Total shares | 38,423 | 37,363 | 37,962 | 32,599 |
Diluted loss per share (in dollars per share) | ($0.18) | ($0.22) | ($0.69) | ($0.79) |
Antidilutive shares | 4,927 | 4,342 | 4,800 | 4,314 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 0 Months Ended | ||
In Millions, unless otherwise specified | 30-May-14 | Dec. 18, 2014 | Dec. 31, 2014 |
claim | |||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2016 | $0 | ||
Number of putative class actions filed | 2 | ||
Shanghai, China Property | |||
Operating Leased Assets [Line Items] | |||
Future minimum lease obligation | 1.3 | ||
Headquarters in Southfield, Michigan | |||
Operating Leased Assets [Line Items] | |||
Future minimum lease obligation | 2.3 | ||
Term of lease contract | 11 years | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2017 | 0.5 | ||
2018 | 0.6 | ||
2019 | 0.6 | ||
2020 | $0.60 |
BENEFIT_PLANS_Details
BENEFIT PLANS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||
Dec. 01, 2014 | Jul. 01, 2014 | Apr. 07, 2014 | Dec. 31, 2013 | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 17, 2014 | Aug. 31, 2009 | |
employee | |||||||||||
Number of Options | |||||||||||
Outstanding, beginning balance (in shares) | 4,458,000 | ||||||||||
Granted (shares) | 120,000 | 750,000 | 140,000 | 685,000 | 1,695,000 | ||||||
Exercised (shares) | -1,378,000 | ||||||||||
Forfeited/Cancelled | -194,000 | ||||||||||
Outstanding, beginning balance (in shares) | 4,581,000 | 4,581,000 | |||||||||
Number of Options vested and expected to vest, net of estimated forfeitures (in shares) | 4,351,000 | 4,351,000 | |||||||||
Number of Options exercisable (in shares) | 454,000 | 454,000 | |||||||||
Weighted Average Exercise Price | |||||||||||
Outstanding, beginning balance (in dollars per share) | $3.48 | ||||||||||
Granted (in dollars per share) | $1.08 | $2.25 | $3.58 | $1.30 | $4.04 | ||||||
Exercised (in dollars per share) | $1.85 | ||||||||||
Forfeited/Canceled (in dollars per share) | $7.30 | ||||||||||
Outstanding, ending balance (in dollars per share) | $4.01 | $4.01 | |||||||||
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share) | $3.98 | $3.98 | |||||||||
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $6.76 | $6.76 | |||||||||
Additional Disclosures [Abstract] | |||||||||||
Outstanding options, Weighted Average Remaining Contractual Term in Years | 5 years 10 months 2 days | ||||||||||
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years | 5 years 7 months 21 days | ||||||||||
Options exercisable, Weighted Average Remaining Contractual Term in Years | 8 years 2 months 9 days | ||||||||||
Options outstanding, Aggregate Intrinsic Value | $1,680,000 | $1,680,000 | |||||||||
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value | 1,670,000 | 1,670,000 | |||||||||
Options exercisable, Aggregate Intrinsic Value | 0 | 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Common shares reserved for issuance (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 4,500,000 | |||||||
Increase in common shares reserved for issuance (in shares) | 3,000,000 | ||||||||||
Share-based compensation expense | 1,699,000 | 3,907,000 | 5,571,000 | 14,413,000 | |||||||
Unrecognized compensation cost, weighted-average period | 2 years 7 months 6 days | ||||||||||
Unrecognized compensation cost | |||||||||||
Total | 6,100,000 | 6,100,000 | |||||||||
2009 Covisint LTIP | |||||||||||
Number of Options | |||||||||||
Exercised (shares) | -1,378,200 | ||||||||||
Outstanding, beginning balance (in shares) | 4,600,000 | 4,600,000 | |||||||||
Unrecognized compensation cost | |||||||||||
Total | 6,128,000 | 6,128,000 | |||||||||
2015 | 846,000 | 846,000 | |||||||||
2016 | 2,757,000 | 2,757,000 | |||||||||
2017 | 1,674,000 | 1,674,000 | |||||||||
2018 | 851,000 | 851,000 | |||||||||
Cost of revenue | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Share-based compensation expense | -1,000 | 137,000 | 583,000 | 735,000 | |||||||
Research and development | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Share-based compensation expense | 55,000 | 158,000 | 149,000 | 656,000 | |||||||
Selling and marketing | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Share-based compensation expense | 424,000 | 1,117,000 | 1,369,000 | 5,153,000 | |||||||
Administrative and general | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Share-based compensation expense | 1,221,000 | 2,495,000 | 3,470,000 | 7,869,000 | |||||||
Stock options | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Expiration period | 10 years | ||||||||||
Stock options | Vesting schedule one, fifth anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 25.00% | ||||||||||
Stock options | Vesting schedule three, second anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 30.00% | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Shares | |||||||||||
Granted (in shares) | 182,193 | 155,795 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Granted, Weighted Average Grant-Date Fair Value (in dollars per share) | $4.86 | $2.79 | |||||||||
Number of employees granted options | 5 | ||||||||||
Restricted Stock Units (RSUs) | 2009 Covisint LTIP | |||||||||||
Shares | |||||||||||
Non-vested RSU outstanding, ending balance (in shares) | 300,000 | 300,000 | |||||||||
Restricted Stock Units (RSUs) | First anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 33.30% | ||||||||||
Restricted Stock Units (RSUs) | Second anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 33.30% | ||||||||||
Restricted Stock Units (RSUs) | Third anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 33.30% | ||||||||||
Restricted Stock Units (RSUs) | Prior to First Anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 100.00% | ||||||||||
Performance-based Stock Awards | |||||||||||
Shares | |||||||||||
Non-vested RSU outstanding, ending balance (in shares) | 681,000 | 681,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Share-based compensation reversed due to cancellations | -2,900,000 | ||||||||||
Performance-based Stock Awards | 2009 Covisint LTIP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Share-based compensation expense | 1,700,000 | 5,600,000 | |||||||||
Performance-based Stock Awards | Administrative and general | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Share-based compensation expense | -2,800,000 | -2,500,000 | |||||||||
Compuware | |||||||||||
Number of Options | |||||||||||
Outstanding, beginning balance (in shares) | 472,000 | ||||||||||
Granted (shares) | 0 | ||||||||||
Exercised (shares) | -301,000 | ||||||||||
Forfeited/Cancelled | -171,000 | ||||||||||
Outstanding, beginning balance (in shares) | 0 | 0 | |||||||||
Number of Options vested and expected to vest, net of estimated forfeitures (in shares) | 0 | 0 | |||||||||
Number of Options exercisable (in shares) | 0 | 0 | |||||||||
Weighted Average Exercise Price | |||||||||||
Outstanding, beginning balance (in dollars per share) | $9.23 | ||||||||||
Exercised (in dollars per share) | $8.28 | ||||||||||
Forfeited/Canceled (in dollars per share) | |||||||||||
Outstanding, ending balance (in dollars per share) | $0 | $0 | |||||||||
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share) | $0 | $0 | |||||||||
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $0 | $0 | |||||||||
Additional Disclosures [Abstract] | |||||||||||
Outstanding options, Weighted Average Remaining Contractual Term in Years | 0 years | ||||||||||
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years | 0 years | ||||||||||
Options exercisable, Weighted Average Remaining Contractual Term in Years | 0 years | ||||||||||
Exercised, Aggregate Intrinsic Value | 627,000 | ||||||||||
Options outstanding, Aggregate Intrinsic Value | |||||||||||
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value | |||||||||||
Options exercisable, Aggregate Intrinsic Value | |||||||||||
Compuware | Stock options | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Expiration period | 10 years | ||||||||||
Compuware | Stock options | Vesting schedule one, third anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||
Compuware | Stock options | Vesting schedule one, fourth anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 25.00% | ||||||||||
Compuware | Stock options | Vesting schedule two | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 25.00% | ||||||||||
Award vesting period | 4 years | ||||||||||
Compuware | Stock options | Vesting schedule three, first anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 30.00% | ||||||||||
Compuware | Stock options | Vesting schedule three, third anniversary | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 40.00% | ||||||||||
Compuware | Restricted Stock Units (RSUs) | |||||||||||
Additional Disclosures [Abstract] | |||||||||||
Award vesting rights, percentage | 25.00% | ||||||||||
Award vesting period | 4 years | ||||||||||
Shares | |||||||||||
Non-vested RSU outstanding, beginning balance (in shares) | 182,000 | ||||||||||
Granted (in shares) | 0 | ||||||||||
Released (in shares) | -156,000 | ||||||||||
Forfeited (in shares) | -26,000 | ||||||||||
Dividend equivalents, net (in shares) | 0 | ||||||||||
Non-vested RSU outstanding, ending balance (in shares) | 0 | 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||||||||
Granted, Weighted Average Grant-Date Fair Value (in dollars per share) | |||||||||||
Dividend equivalents, net, Weighted Average Grant-Date Fair Value (in dollars per share) | $0 | ||||||||||
Released, Aggregate Intrinsic Value | $1,514,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Due from parent and affiliates | $0 | $0 | $2,813,000 | ||
Compuware | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with Parent | 0 | 300,000 | 0 | 1,300,000 | |
Due from parent and affiliates | 0 | 0 | 2,800,000 | ||
Payments from related party | 2,800,000 | ||||
Revenue from related parties | 7,600,000 | ||||
Other Current Assets | Compuware | |||||
Related Party Transaction [Line Items] | |||||
Due from parent and affiliates | $700,000 | $700,000 |