DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 6 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Covisint Corp | |
Entity Central Index Key | 1,563,699 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 39,644,054 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 41,695 | $ 50,077 |
Accounts receivable, net | 12,595 | 15,348 |
Deferred tax asset, net | 13 | 16 |
Prepaid expenses | 2,710 | 3,160 |
Other current assets | 2,345 | 4,209 |
Total current assets | 59,358 | 72,810 |
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION | 9,190 | 8,809 |
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET | 10,363 | 10,646 |
OTHER: | ||
Goodwill | 25,385 | 25,385 |
Deferred costs | 889 | 1,736 |
Deferred tax asset, net | 1,457 | 1,528 |
Other assets | 434 | 928 |
Total other assets | 28,165 | 29,577 |
TOTAL ASSETS | 107,076 | 121,842 |
CURRENT LIABILITIES: | ||
Accounts payable | 6,118 | 7,703 |
Accrued commissions | 1,907 | 3,286 |
Deferred revenue | 16,770 | 18,029 |
Accrued expenses | 2,987 | 3,344 |
Deferred tax liability, net | 1,564 | 1,597 |
Total current liabilities | 29,346 | 33,959 |
DEFERRED REVENUE | 2,190 | 3,914 |
ACCRUED LIABILITIES | 2,687 | 2,622 |
Total liabilities | $ 34,223 | $ 40,495 |
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, no par value - authorized 5,000,000 shares; none issued and outstanding | $ 0 | $ 0 |
Common stock, no par value - authorized 50,000,000 shares; issued and outstanding 39,535,604 (39,033,900 issued and outstanding as of March 31, 2015) | 0 | 0 |
Additional paid-in capital | 159,304 | 157,004 |
Retained deficit | (86,345) | (75,633) |
Accumulated other comprehensive loss | (106) | (24) |
Total shareholders' equity | 72,853 | 81,347 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 107,076 | $ 121,842 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2015 | Mar. 31, 2015 |
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 | 39,535,604 | 39,033,900 |
Common stock, shares outstanding | 39,535,604 | 39,033,900 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
REVENUE | $ 18,393 | $ 21,735 | $ 36,875 | $ 43,322 |
COST OF REVENUE | 8,469 | 14,326 | 18,246 | 29,592 |
GROSS PROFIT | 9,924 | 7,409 | 18,629 | 13,730 |
OPERATING EXPENSES: | ||||
Research and development | 3,127 | 2,583 | 6,790 | 5,699 |
Sales and marketing | 7,183 | 8,003 | 14,659 | 17,775 |
General and administrative | 3,730 | 4,111 | 7,817 | 9,657 |
Total operating expenses | 14,040 | 14,697 | 29,266 | 33,131 |
OPERATING LOSS | (4,116) | (7,288) | (10,637) | (19,401) |
Other income (expense) | (33) | 17 | (31) | 39 |
LOSS BEFORE INCOME TAXES | (4,149) | (7,271) | (10,668) | (19,362) |
INCOME TAX PROVISION (BENEFIT) | (23) | 33 | 44 | 58 |
NET LOSS | $ (4,126) | $ (7,304) | $ (10,712) | $ (19,420) |
Basic and diluted loss per share (in dollars per share) | $ (0.10) | $ (0.19) | $ (0.27) | $ (0.51) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Foreign currency translation adjustments | $ (85) | $ 30 | $ (82) | $ 37 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | (85) | 30 | (82) | 37 |
COMPREHENSIVE LOSS | $ (4,211) | $ (7,274) | $ (10,794) | $ (19,383) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 6 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Mar. 31, 2015 | 39,033,900 | ||||
Beginning balance at Mar. 31, 2015 | $ 81,347 | $ 0 | $ 157,004 | $ (75,633) | $ (24) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,712) | (10,712) | |||
Covisint stock compensation (Note 5) | 1,822 | 1,822 | |||
Covisint stock option exercise/ RSU Vesting Net (Note 5) (in shares) | 501,704 | ||||
Covisint stock option exercise/ RSU Vesting Net (Note 5) | 486 | 486 | |||
Income taxes | (8) | (8) | |||
Foreign currency translation | (82) | (82) | |||
Ending balance (in shares) at Sep. 30, 2015 | 39,535,604 | ||||
Ending balance at Sep. 30, 2015 | $ 72,853 | $ 0 | $ 159,304 | $ (86,345) | $ (106) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ||
Net loss | $ (10,712) | $ (19,420) |
Adjustments to reconcile net loss to cash provided by (used in) operations: | ||
Depreciation and amortization | 3,497 | 4,687 |
Deferred income taxes | 48 | (56) |
Stock award compensation | 1,822 | 3,874 |
Other | 5 | 0 |
Net change in assets and liabilities: | ||
Accounts receivable | 2,723 | 2,168 |
Other assets | 3,658 | 1,984 |
Accounts payable and accrued expenses | (1,625) | 2,207 |
Deferred revenue | (2,986) | (5,747) |
Net cash (used in) operating activities | (3,570) | (10,303) |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: | ||
Property and equipment | (3,451) | (1,873) |
Capitalized software | (1,526) | (1,429) |
Proceeds from asset disposals | 29 | 0 |
Net cash (used in) investing activities | (4,948) | (3,302) |
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: | ||
Cash payments from former parent company | 0 | 16,347 |
Cash payments to former parent company | 0 | (9,247) |
Vendor financing payments | (369) | 0 |
Net proceeds from exercise of stock awards | 486 | 1,184 |
Net cash provided by financing activities | 117 | 8,284 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 19 | (47) |
NET CHANGE IN CASH | (8,382) | (5,368) |
CASH AT BEGINNING OF PERIOD | 50,077 | 49,536 |
CASH AT END OF PERIOD | $ 41,695 | $ 44,168 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2015 | |
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, a Michigan corporation, and subsidiaries ("Covisint", "the Company", "we", "our", and "us"). On October 31, 2014, Covisint ceased being a subsidiary of Compuware Corporation (“Compuware”) as a result of Compuware's distribution of its holdings of Covisint common stock to Compuware shareholders ("the October 2014 Distribution"). Prior to October 31, 2014, Covisint 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 September 30, 2015 , 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 2015 Annual Report on Form 10-K. There have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2015 Annual Report on Form 10-K. Recently Issued Accounting Pronouncements 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. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the delay, this ASU will now be effective for annual and interim periods beginning on or after December 15, 2017, with early adoption 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 OTHER
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Sep. 30, 2015 | |
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): September 30, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $35,866 ($25,861 ) $10,005 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $38,531 ($28,526 ) $10,005 March 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $34,340 ($24,052 ) $10,288 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $37,005 ($26,717 ) $10,288 _____________________________________________________ (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 . Amortization expense of intangible assets was $0.9 million and $1.8 million for the three months ended September 30, 2015 and 2014 , respectively, and $1.8 million and $3.6 million for the six months ended September 30, 2015 and 2014 , respectively. Estimated future amortization expense, based on identified intangible assets at September 30, 2015 , is expected to be as follows (in thousands): At September 30, 2015 for the Year Ending March 31, 2016 2017 2018 2019 2020 2021 Capitalized software $1,598 $3,319 $2,621 $1,271 $902 $294 |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 6 Months Ended |
Sep. 30, 2015 | |
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 September 30, Six Months Ended September 30, 2015 2014 2015 2014 Basic loss per share: Numerator: Net loss ($4,126 ) ($7,304 ) ($10,712 ) ($19,420 ) Denominator: Weighted-average common shares outstanding 39,346 37,972 39,203 37,730 Basic loss per share ($0.10 ) ($0.19 ) ($0.27 ) ($0.51 ) Diluted loss per share: Numerator: Net loss ($4,126 ) ($7,304 ) ($10,712 ) ($19,420 ) Denominator: Weighted-average common shares outstanding 39,346 37,972 39,203 37,730 Dilutive effect of stock awards — — — — Total shares 39,346 37,972 39,203 37,730 Diluted loss per share ($0.10 ) ($0.19 ) ($0.27 ) ($0.51 ) Stock awards to purchase approximately 4,469,000 and 4,413,000 shares for the three months ended September 30, 2015 and 2014 , respectively, and 4,554,000 and 4,472,000 shares for the six months ended September 30, 2015 and 2014 , respectively, were excluded from the diluted EPS calculation because they were anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations The Company conducts its business in various leased facilities which, based on the lease terms, are considered to be operating leases. There have been no material changes in our commitments under the lease agreements or other contractual obligations, as disclosed in our Annual Report on Form 10-K for the year ended March 31, 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. 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 14, 2014, the lead plaintiff filed a consolidated class action complaint (the “Complaint”) alleging violations of Regulation S-K and Sections 11 and 15 of the Securities Act. The Complaint alleges, among other things that the IPO’s registration statement contained (1) untrue statements and omissions of material facts related to the Company’s projected revenues for fiscal 2014, (2) materially inaccurate statements regarding the Company’s revenue recognition policy, and (3) omissions of known trends, uncertainties and significant risk factors as required to be disclosed by Regulation S-K. The Company filed a motion to dismiss the Complaint that the Court denied on July 1, 2015. We believe the Complaint is without merit, and we intend to vigorously defend it. As the litigation is early in the process, we are unable to estimate the reasonably possible loss or range of loss. The Company currently has no other outstanding litigation. |
BENEFIT PLANS
BENEFIT PLANS | 6 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS Covisint 401(k) Plan Effective April 8, 2014, the Company effectively transitioned all Covisint employees from the Compuware 401(k) plan to a newly established Covisint 401(k) plan. All balances were transferred to the new plan. Under the Covisint 401(k) plan, 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 reaches one year of service. The Company expensed $0.1 million and $0.1 million for the three months ended September 30, 2015 and 2014, respectively, and $0.2 million and $0.3 million for the six months ended September 30, 2015 and 2014, respectively, for our matching contributions to the plan. 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 ("RSUs"), performance-based cash or RSU awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 7.5 million common shares of Covisint for issuance. As of September 30, 2015 , there were 4.1 million stock options and 0.3 million RSUs outstanding from the 2009 Covisint LTIP. No options issued subsequent to the IPO contain performance conditions. For the six months ended September 30, 2015 0.3 million options were exercised by participants of the 2009 Covisint LTIP. Stock Option Activity A summary of option activity under the Company’s stock-based compensation plans as of September 30, 2015 , and changes during the six months then ended is presented below (shares and intrinsic value in thousands): Six Months Ended September 30, 2015 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2015 4,306 $3.93 Granted 230 2.27 Exercised (304 ) 1.80 Forfeited/Cancelled (136 ) 9.27 Options outstanding as of September 30, 2015 4,096 $3.82 5.69 $555 Options vested and expected to vest, net of estimated forfeitures, as of September 30, 2015 3,944 $3.82 5.56 $555 Options exercisable as of September 30, 2015 1,858 $3.69 3.36 $392 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 an amendment, termination and/or separation agreement. Restricted Stock Unit Activity A summary of non-vested RSU activity as of September 30, 2015 , and changes during the six months then ended is presented below. Shares and intrinsic value are presented in thousands. Six Months Ended September 30, 2015 Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Non-vested RSU outstanding at April 1, 2015 338 Granted 176 $ 2.57 Released (216 ) Forfeited — Non-vested RSU outstanding at September 30, 2015 298 $ 640 Under the 2009 LTIP, a participant may utilize shares of vesting RSU awards to satisfy the withholding tax requirements. During the quarter ended September 30, 2015, 19,191 shares were exchanged and used for the payment of withholding taxes. Stock Awards Compensation For the three months ended September 30, 2015 and 2014 , net stock awards compensation expense was recorded as follows in thousands: Three Months Ended September 30, Six Months Ended September 30, 2015 2014 2015 2014 Stock awards compensation classified as: Cost of revenue $22 $69 $52 $584 Research and development 28 28 54 94 Sales and marketing 232 341 341 946 General and administrative 391 817 1,375 2,249 Total stock awards compensation expense before income taxes $673 $1,255 $1,822 $3,873 For the three months ended September 30, 2015 and 2014 stock compensation expense of $0.7 million and $1.3 million , respectively, was based on normal expense recognition. For the six months ended September 30, 2015 and 2014 total stock compensation expense is comprised of $1.4 million and $2.8 million , respectively, according to the normal expense recognition of the grant, and $0.4 million and $1.1 million , respectively, of accelerated expense recognized due to the cancellation of options for certain current employees, as well as expense recognized due to employee terminations which accelerated vesting pursuant to the terms of these options. As of September 30, 2015 , total unrecognized compensation cost of $3.6 million , net of estimated forfeitures, related to non-vested equity awards granted is expected to be recognized over a weighted-average period of approximately 2.0 years. The following table summarizes the Company’s estimated future recognition of its unrecognized compensation cost related to stock awards as of September 30, 2015 (in thousands). Year Ending March 31, Covisint Stock-Based Compensation Plan: Total 2016 2017 2018 2019 2020 Stock Compensation Expense $3,584 $1,004 $1,613 $742 $217 $8 |
SUMMARY OF SIGNIFICANT ACCOUN12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation - The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation, a Michigan corporation, and subsidiaries ("Covisint", "the Company", "we", "our", and "us"). On October 31, 2014, Covisint ceased being a subsidiary of Compuware Corporation (“Compuware”) as a result of Compuware's distribution of its holdings of Covisint common stock to Compuware shareholders ("the October 2014 Distribution"). Prior to October 31, 2014, Covisint 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 September 30, 2015 , 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 2015 Annual Report on Form 10-K. There have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2015 Annual Report on Form 10-K. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the delay, this ASU will now be effective for annual and interim periods beginning on or after December 15, 2017, with early adoption 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 OTHE13
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The components of the Company’s intangible assets are as follows (in thousands): September 30, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $35,866 ($25,861 ) $10,005 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $38,531 ($28,526 ) $10,005 March 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $34,340 ($24,052 ) $10,288 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $37,005 ($26,717 ) $10,288 _____________________________________________________ (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 . |
Schedule of intangible assets, future amortization expense | Estimated future amortization expense, based on identified intangible assets at September 30, 2015 , is expected to be as follows (in thousands): At September 30, 2015 for the Year Ending March 31, 2016 2017 2018 2019 2020 2021 Capitalized software $1,598 $3,319 $2,621 $1,271 $902 $294 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
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 September 30, Six Months Ended September 30, 2015 2014 2015 2014 Basic loss per share: Numerator: Net loss ($4,126 ) ($7,304 ) ($10,712 ) ($19,420 ) Denominator: Weighted-average common shares outstanding 39,346 37,972 39,203 37,730 Basic loss per share ($0.10 ) ($0.19 ) ($0.27 ) ($0.51 ) Diluted loss per share: Numerator: Net loss ($4,126 ) ($7,304 ) ($10,712 ) ($19,420 ) Denominator: Weighted-average common shares outstanding 39,346 37,972 39,203 37,730 Dilutive effect of stock awards — — — — Total shares 39,346 37,972 39,203 37,730 Diluted loss per share ($0.10 ) ($0.19 ) ($0.27 ) ($0.51 ) |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | A summary of option activity under the Company’s stock-based compensation plans as of September 30, 2015 , and changes during the six months then ended is presented below (shares and intrinsic value in thousands): Six Months Ended September 30, 2015 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2015 4,306 $3.93 Granted 230 2.27 Exercised (304 ) 1.80 Forfeited/Cancelled (136 ) 9.27 Options outstanding as of September 30, 2015 4,096 $3.82 5.69 $555 Options vested and expected to vest, net of estimated forfeitures, as of September 30, 2015 3,944 $3.82 5.56 $555 Options exercisable as of September 30, 2015 1,858 $3.69 3.36 $392 |
Schedule of RSU activity | A summary of non-vested RSU activity as of September 30, 2015 , and changes during the six months then ended is presented below. Shares and intrinsic value are presented in thousands. Six Months Ended September 30, 2015 Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Non-vested RSU outstanding at April 1, 2015 338 Granted 176 $ 2.57 Released (216 ) Forfeited — Non-vested RSU outstanding at September 30, 2015 298 $ 640 |
Schedule of allocation of award costs | For the three months ended September 30, 2015 and 2014 , net stock awards compensation expense was recorded as follows in thousands: Three Months Ended September 30, Six Months Ended September 30, 2015 2014 2015 2014 Stock awards compensation classified as: Cost of revenue $22 $69 $52 $584 Research and development 28 28 54 94 Sales and marketing 232 341 341 946 General and administrative 391 817 1,375 2,249 Total stock awards compensation expense before income taxes $673 $1,255 $1,822 $3,873 |
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 September 30, 2015 (in thousands). Year Ending March 31, Covisint Stock-Based Compensation Plan: Total 2016 2017 2018 2019 2020 Stock Compensation Expense $3,584 $1,004 $1,613 $742 $217 $8 |
CAPITALIZED SOFTWARE AND OTHE16
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Carrying Amount | $ 38,531 | $ 38,531 | $ 37,005 | |||
Accumulated Amortization | (28,526) | (28,526) | (26,717) | |||
Net Carrying Amount | 10,005 | 10,005 | 10,288 | |||
Amortization expense of intangible assets | 900 | $ 1,800 | 1,800 | $ 3,600 | ||
Trademarks | ||||||
Schedule of Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible assets | [1] | 358 | 358 | 358 | ||
Capitalized software | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Carrying Amount | [2] | 35,866 | 35,866 | 34,340 | ||
Accumulated Amortization | [2] | (25,861) | (25,861) | (24,052) | ||
Net Carrying Amount | [2] | 10,005 | $ 10,005 | 10,288 | ||
Finite-lived intangible asset, useful life | 5 years | |||||
Estimated future amortization expense | ||||||
2,016 | 1,598 | $ 1,598 | ||||
2,017 | 3,319 | 3,319 | ||||
2,018 | 2,621 | 2,621 | ||||
2,019 | 1,271 | 1,271 | ||||
2,020 | 902 | 902 | ||||
2,021 | 294 | 294 | ||||
Customer relationship agreements | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Carrying Amount | 2,585 | 2,585 | 2,585 | |||
Accumulated Amortization | (2,585) | (2,585) | (2,585) | |||
Net Carrying Amount | 0 | 0 | 0 | |||
Trademarks | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Carrying Amount | 80 | 80 | 80 | |||
Accumulated Amortization | (80) | (80) | (80) | |||
Net Carrying Amount | $ 0 | $ 0 | $ 0 | |||
[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. |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic loss per share: | ||||
Numerator: Net loss (in dollars) | $ (4,126) | $ (7,304) | $ (10,712) | $ (19,420) |
Basic loss per share (in dollars per share) | $ (0.10) | $ (0.19) | $ (0.27) | $ (0.51) |
Diluted loss per share: | ||||
Numerator: Net loss (in dollars) | $ (4,126) | $ (7,304) | $ (10,712) | $ (19,420) |
Denominator: | ||||
Weighted-average common shares outstanding | 39,346 | 37,972 | 39,203 | 37,730 |
Dilutive effect of stock awards (in shares) | 0 | 0 | 0 | 0 |
Total shares | 39,346 | 37,972 | 39,203 | 37,730 |
Diluted loss per share (in dollars per share) | $ (0.10) | $ (0.19) | $ (0.27) | $ (0.51) |
Antidilutive shares | 4,469 | 4,413 | 4,554 | 4,472 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | May. 30, 2014claim |
Commitments and Contingencies Disclosure [Abstract] | |
Number of putative class actions filed | 2 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 | 1 year | |||
401(k) cost recognized | $ 100 | $ 100 | $ 200 | $ 300 |
Common shares reserved for issuance (in shares) | 7,500,000 | 7,500,000 | ||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 4,306,000 | |||
Granted (shares) | 230,000 | |||
Exercised (shares) | (304,000) | |||
Forfeited/Cancelled | (136,000) | |||
Outstanding, beginning balance (in shares) | 4,096,000 | 4,096,000 | ||
Number of Options vested and expected to vest, net of estimated forfeitures (in shares) | 3,944,000 | 3,944,000 | ||
Number of Options exercisable (in shares) | 1,858,000 | 1,858,000 | ||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 3.93 | |||
Granted (in dollars per share) | 2.27 | |||
Exercised (in dollars per share) | 1.80 | |||
Forfeited/Canceled (in dollars per share) | 9.27 | |||
Outstanding, ending balance (in dollars per share) | $ 3.82 | 3.82 | ||
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share) | 3.82 | 3.82 | ||
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.69 | $ 3.69 | ||
Additional Disclosures [Abstract] | ||||
Outstanding options, Weighted Average Remaining Contractual Term in Years | 5 years 8 months 9 days | |||
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years | 5 years 6 months 22 days | |||
Options exercisable, Weighted Average Remaining Contractual Term in Years | 3 years 4 months 10 days | |||
Options outstanding, Aggregate Intrinsic Value | $ 555 | $ 555 | ||
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value | 555 | 555 | ||
Options exercisable, Aggregate Intrinsic Value | 392 | 392 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Stock awards compensation expense before income taxes | 673 | 1,255 | 1,822 | 3,873 |
Stock awards compensation expense before income taxes, normal expense recognition of grant | 1,400 | 2,800 | ||
Stock awards compensation expense before income taxes, accelerated expense due to cancellation of options | $ 400 | |||
Stock awards compensation expense before income taxes, expense recognized due to employee terminations | 1,100 | |||
Unrecognized compensation cost, weighted-average period | 2 years | |||
Unrecognized compensation cost | ||||
Unrecognized compensation cost | 3,600 | $ 3,600 | ||
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Stock awards compensation expense before income taxes | 22 | 69 | 52 | 584 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Stock awards compensation expense before income taxes | 28 | 28 | 54 | 94 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Stock awards compensation expense before income taxes | 232 | 341 | 341 | 946 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Stock awards compensation expense before income taxes | 391 | $ 817 | 1,375 | $ 2,249 |
2009 Covisint LTIP | ||||
Unrecognized compensation cost | ||||
Unrecognized compensation cost | 3,584 | 3,584 | ||
2,016 | 1,004 | 1,004 | ||
2,017 | 1,613 | 1,613 | ||
2,018 | 742 | 742 | ||
2,019 | 217 | 217 | ||
2,020 | $ 8 | $ 8 | ||
Stock options | ||||
Additional Disclosures [Abstract] | ||||
Expiration period | 10 years | |||
Stock options | 2009 Covisint LTIP | ||||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 4,100,000 | 4,100,000 | ||
Restricted Stock Units (RSUs) | ||||
Shares | ||||
Non-vested RSU outstanding, beginning balance (in shares) | 338,000 | |||
Granted (in shares) | 176,000 | |||
Released (in shares) | (216,000) | |||
Forfeited (in shares) | 0 | |||
Non-vested RSU outstanding, ending balance (in shares) | 298,000 | 298,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Weighted Average Grant Date Fair Value - Granted (in dollars per share) | $ 2.57 | |||
Non-vested RSU outstanding at end of period | $ 640 | $ 640 | ||
Restricted Stock Units (RSUs) | 2009 Covisint LTIP | ||||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 300,000 | 300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Shares exchanged for the payment of withholding taxes | 19,191 |