SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Covisint Corporation (the “Company”, “Covisint”, “we”, “our”, and “us”) provides an open, developer friendly, enterprise class cloud platform (“Platform”) enabling organizations to build solutions that quickly and securely identify, authenticate and connect users, devices, applications and information. Our Platform has been successfully operating globally on an enterprise scale for over 14 years, and is the technology behind innovative industry solutions such as General Motors’ OnStar™ and Hyundai's Blue Link TM . Basis of Presentation The accompanying consolidated financial statements include the accounts of Covisint Corporation, a Michigan corporation. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity and the disclosure of contingencies at March 31, 2017 and 2016 and the results of operations for the years ended March 31, 2017 , 2016 , and 2015 . While management has based their assumptions and estimates on the facts and circumstances existing at March 31, 2017 , final amounts may differ from estimates. The Company has evaluated subsequent events through the date these financial statements were issued. Effective January 1, 2013, our former parent company, Compuware Corporation (“Compuware” or “Parent”) contributed substantially all of the assets and liabilities of its Covisint segment to Covisint Corporation (“January 2013 Contribution”). In September 2013, the Company completed its initial public offering (“IPO”) in which it issued and sold 7.4 million shares of its common stock at a public offering price of $10.00 per share. The Company received net proceeds of $68.4 million after deducting underwriting discounts and commissions of $5.2 million . From the January 2013 Contribution to the IPO, Compuware provided Covisint with short-term, non-interest bearing operating cash advances. The net effect of these intercompany transactions is reflected in the consolidated statements of cash flows as financing activity. 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 (“the October 2014 Distribution”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition The Company derives its revenues from the following sources: (i) subscriptions, (ii) professional services and (iii) other. Subscription revenues are primarily comprised of subscription fees that give customers access to and support of the Covisint Platform during the subscription term. Subscription and service contracts typically do not give the customer the right to take possession of our software. Professional services revenues consist of fees related to implementation of the Covisint Platform and consulting services. Other revenues include the sale of perpetual licenses. In limited circumstances, the Company grants certain customers the right to deploy our subscription service on the customers’ own servers. These arrangements are subject to software revenue recognition guidance since the customer deploys our software. During the quarter ended December 31, 2015, the Company completed a $1.0 million sale of a DocSite perpetual license to a single customer. The Company received no additional license revenue since the aforementioned sale, and does not expect further revenue from perpetual license sales. The software license agreement in this transaction provided the customer with a right to use the DocSite software perpetually, and did not contain any provisions for maintenance, upgrades, or software related services. Accordingly, the full value of the contract was recognized as revenue upon delivery of the license. The Company commences revenue recognition when the following revenue criteria are met: • There is persuasive evidence of an arrangement; • The service has been provided to the customer; • The collection of related fees is reasonably assured; and • The amount of fees to be paid by the customer is fixed or determinable. Customers typically have the right to terminate their agreement if the Company fails to perform. Subscription Revenue Subscription revenue is recognized ratably on a straight-line basis over the contract term. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the launch date of the customers’ access to the Platform and production environment, or when all of the revenue recognition criteria have been met. Professional Services Revenue Professional services revenue is recognized as the services are delivered generally using a proportional performance methodology. In instances where final acceptance of the service is required before revenues are recognized, a portion of the professional services revenues and the associated costs are deferred until all acceptance criteria have been met. If it is determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent. Multiple Deliverable Arrangements For arrangements with multiple deliverables, the Company evaluates whether the individual deliverables qualify as separate units of accounting. In order to treat deliverables in a multiple deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. For deliverables that have standalone value upon delivery, each deliverable is accounted for separately and revenue is recognized for the respective deliverables as they are delivered. The Company currently has multiple element arrangements comprised of subscription fees and professional services, and given standalone values have been established, subscriptions and professional services revenue are accounted for as separate units of accounting. During the 2014 fiscal year, it was determined that certain professional services projects did not have standalone value. In those instances, the revenue is deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). In subsequent fiscal years, we determined that we have standalone value for our professional services and no service revenue has been deferred. When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based on their relative selling price. Contracts may include a subscription fee for ongoing PaaS operations and project (services) fees. In accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” multiple element arrangement consideration is allocated based on relative selling price using the following hierarchy: vendor specific objective evidence (“VSOE”) which represents the price when sold separately if available; third-party evidence (“TPE”) if VSOE is not available; or estimated selling price if neither VSOE nor TPE is available. If neither VSOE nor TPE are available, the Company determines its best estimate of selling price by evaluating amounts included in a contract, if any, and estimated costs to deliver each element. Deferred Costs Deferred costs consist of the incremental direct personnel and outside contractor costs incurred in delivering implementation and solutions deployment services that do not have standalone value. Revenue from these services, as described above, is deferred and recognized over the longer of the committed term of the subscription agreement or the expected period over which the customer will receive benefit. Therefore, the costs are recognized over the same period as the associated revenue. In the event a customer contract with deferred cost is terminated, the Company recognizes the remainder of the amount recorded in deferred cost attributable to the terminated contract. Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “prepaid expenses and other current assets” or non-current “other assets”, as applicable, in the balance sheets and recognized as “sales and marketing” expenses in the statements of comprehensive loss over the revenue recognition period of the related transaction. Deferred Revenue Deferred revenue consists of the billed but unearned portion of existing contracts for subscription and services provided, and is recognized over the expected period during which the customer will receive benefit or as services are delivered. The Company generally invoices its customers’ subscription fees in annual, quarterly or monthly installments. Contractual time periods often exceed the invoicing period and accordingly, the deferred revenue balance does not represent the total contract value of committed subscription agreements. The portion of deferred revenue that the Company anticipates will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue. The Company has generally received payment for the services for which the revenue has been deferred. Deferred revenue also includes contracts for which we have a contractually executed agreement and have invoiced the customer under the terms of the executed agreement but have not met all the revenue recognition criteria and/or have concluded that revenue should be recognized on cash basis, as collectibility of the invoiced amounts is not reasonably assured. In the event a customer contract with deferred revenue is terminated, the Company recognizes the remainder of the amount recorded in deferred revenue attributable to the terminated contract. Collection and Remittance of Taxes The Company records the collection of taxes from customers and the remittance of these taxes to governmental authorities on a net basis in its financial statements. Cash and Cash Equivalents The Company considers all investments with an original maturity of three months or less to be cash equivalents. Fair Value Measurements The Company applies fair value accounting for all financial assets and liabilities, which defines fair value, establishes a framework for measuring fair value, and prescribes disclosures about fair value measurements. The Company also follows this guidance for non-financial assets and liabilities. The Company determines fair value based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value: 1. Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. 2. Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. 3. Inputs are unobservable inputs based on assumptions. Concentrations of Credit Risk As of March 31, 2017 , the Federal Deposit Insurance Corporation (“FDIC”) provided insurance coverage of up to $250,000 per depositor per bank. The Company has not experienced any losses in such accounts and does not believe that the Company is exposed to significant risks from excess deposits. The Company’s cash balance in excess of FDIC limits totaled $30.2 million at March 31, 2017 . Cost of Revenue Cost of revenue consists of compensation and related expenses for infrastructure and operations staff, payments to outside service providers, data center costs related to hosting the Company’s software, as well as amortization and impairment of capitalized software. Allowance for Doubtful Accounts The Company considers historical loss experience, including the need to adjust for current conditions, the aging of outstanding accounts receivable and information available related to specific customers when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on the Company’s best estimates of collectibility. The following table summarizes the allowance for doubtful accounts and changes to the allowance during the years ended March 31, 2017 , 2016 , and 2015 (in thousands): Allowance for Doubtful Accounts: Balance at Beginning of Period Charged to Income Accounts Charged Against the Allowance Balance at End of Period Year ended March 31, 2017 $39 $196 $199 $36 Year ended March 31, 2016 $70 $226 $257 $39 Year ended March 31, 2015 $164 $7 $101 $70 Property and Equipment Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which are generally estimated to be three to five years for furniture and fixtures, computer equipment and software. Leasehold improvements are amortized over the term of the lease. Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for possible impairment, the undiscounted cash flows expected to be generated by that long-lived asset or asset group is compared to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Capitalized Software Capitalized software includes the costs of internally developed software products capitalized in accordance with ASC 350-40, “Internal Use Software,” and software technology purchased through acquisitions. Capitalized and purchased software costs are amortized on a straight line basis over the expected useful life of the software, which is generally three years. Amortization begins when the software technology is ready for its intended use. Amortization expense for capitalized software, exclusive of impairments, was $4.3 million , $3.4 million , and $6.8 million for the years ended March 31, 2017 , 2016 , and 2015 , respectively. Amortization expenses are included in “cost of revenue” in the financial statements. The Company focuses its research and development on new and expanded features of the Platform and vertical-specific solutions, utilizing an agile delivery methodology for Platform enhancements. A portion of these costs related to hosted software and application services that have reached the application development stage are capitalized per the guidance set forth in ASC350-40 which requires companies to capitalize qualifying computer software costs. Capitalization of such cost begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Research and development costs incurred amounted to $14.2 million , $17.3 million , and $13.9 million for the years ended March 31, 2017 , 2016 , and 2015 , respectively, of which $2.8 million , $4.2 million , and $3.5 million , respectively, was capitalized as internally-developed software technology. Capitalized software costs are reviewed for impairment when events and circumstances indicate such asset may be impaired. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the capitalized research and development, an impairment charge is recorded in the amount by which the present value of future cash flows is less than the carrying value of these assets. There were no impairments noted for the years ended March 31, 2017 or 2016 . Cost of revenue expense for the year ended March 31, 2015 included an impairment charge of $8.3 million related to software costs for healthcare specific projects resulting from the Company's decision in fiscal 2015 to exit the healthcare application business. Goodwill and Other Intangible Assets Goodwill and intangible assets with indefinite lives are tested for impairment annually at March 31 or more frequently if management believes indicators of impairment exist. The impairment test involves a two-step process with Step 1 comparing the fair value of the reporting unit with its aggregate carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs Step 2 of the goodwill impairment test to determine the amount of impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. All operations of the Company are in a single reporting unit that was evaluated in the annual impairment assessment. The Company's goodwill balance was $25.4 million as of March 31, 2017 and March 31, 2016 . The Company concluded there was no impairment of goodwill during either year. Sales and marketing expenses for the year ended March 31, 2015 also included a $0.5 million impairment of customer relationship intangibles related to DocSite, as the intangibles specifically related to healthcare customer relationships. Income Taxes The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of Compuware’s consolidated group (“Consolidated Group”), the Company’s operations were included in the Consolidated Group for tax periods or portions thereof commencing after the January 2013 Contribution through the October 2014 Distribution. Income taxes are presented herein on a separate return basis even though the Company’s results of operations have historically been included in the consolidated, combined, unitary or separate income tax returns of Compuware until the October 2014 Distribution. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating losses and tax credits using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability. If it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Certain net operating losses (“NOL”) and tax credits generated by the Company prior to the date of our spin-off from Compuware have been utilized by our former parent, Compuware, and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets do not include the NOL or tax credits generated by Covisint and utilized by Compuware. In as much as Compuware has paid cash for these NOL and tax credits, the Company has already realized the economic benefit. Covisint has received the economic benefit of these NOL and tax credits which is reported as a cash flow from financing activities in the accompanying cash flow statements. Following the Company's spin-off from Compuware on October 31, 2014, Compuware will no longer receive the tax benefit of these NOLs and tax credits, and, therefore, will no longer compensate the Company for these items. Interest and penalties related to uncertain tax positions are included in the income tax expense. Foreign Currency Translation The Company’s foreign operations use their respective local currency as their functional currency. Assets and liabilities of foreign subsidiaries are minimal and are generally short term in nature. Such assets and liabilities in the financial statements have been translated at the rate of exchange at the respective balance sheet dates, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations. Stock-Based Compensation Stock award compensation expense is recognized for awards that vest strictly based on time, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award. Stock Compensation Awards Covisint calculates the fair value of stock option awards granted using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. Despite the Company's IPO in September 2013, the Company does not yet have historical stock price data covering a historical period commensurate with the expected life of stock options granted. Therefore, the expected volatility assumption is based on an average of the historical volatility of comparable companies (“peer group companies”). The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The expected life of the stock option is based on management’s best estimates considering the terms of the options granted. Dividend yields have not been a factor in determining fair value of stock options granted as Covisint has never issued cash dividends and does not anticipate issuing cash dividends in the future. Assumptions used subsequent to the IPO in measuring Covisint options granted, and the weighted average fair value of options granted, in fiscal 2017 , 2016 , and 2015 were: YEAR ENDED MARCH 31, 2017 2016 2015 Expected volatility 44.23% 41.22% 46.12% Risk-free interest rate 1.59% 1.89% 2.05% Expected lives at date of grant (in years) 6.25 6.25 6.14 Weighted average fair value of the options granted $0.85 $0.97 $1.89 Prior to the IPO, Covisint stock was not traded on a stock exchange and thus the exercise price of Covisint stock options at the date of grant was determined by calculating the estimated fair market value of the Company divided by the total shares outstanding, including outstanding stock options that had not yet vested. The estimated fair market value of the Company was measured using an equal combination of discounted cash flow and market comparable valuations and was discounted due to a lack of marketability at the grant date. Previous valuation estimates placed a greater emphasis on the discounted cash flow model. The discounted cash flow model uses significant assumptions, including projected future cash flows, a discount rate reflecting the risk inherent in future cash flows and a terminal growth rate. The key assumptions in the market comparable value analysis are the selection of peer group companies and application of these peer group companies’ data to Covisint. Business Segments — The Company operates in a single reportable segment. Sales are heavily weighted toward United States companies. Significant Customers – Our revenue is also concentrated with two key customers, Cisco Systems ("Cisco") and various divisions of General Motors Company (collectively, “General Motors” or “GM”). As a result of the strategic partnership with Cisco, the Company enabled Cisco to serve as the prime contractor and Covisint as the subcontractor for agreements (collectively, the “GM Contracts”), with GM which the Company historically provided directly to GM. For the twelve months ended March 31, 2017 , Cisco accounted for 42% of our total revenue, of which 29% of total revenue is related to the transfer of the GM Contracts and the augmentation of Cisco’s Service Exchange Platform™ ("SXP"). Our standalone business with GM accounted for 2% of our total revenue in the twelve months ended March 31, 2017 . For the twelve months ended March 31, 2016 , Cisco accounted for 36% of our total revenue, of which 26% of total revenue is related to the transfer of the GM Contracts and the augmentation of Cisco’s SXP. Our standalone business with GM accounted for 6% of our total revenue in the twelve months ended March 31, 2016 . For the twelve months ended March 31, 2015 , Cisco accounted for 7% of our total revenue, of which 2% of total revenue is related to the transfer of the GM Contracts and the augmentation of Cisco's SXP. Our standalone business with GM accounted for 28% of our total revenue in the twelve months ended March 31, 2015 . Geographical Information — Financial information regarding geographic operations is presented in the table below (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 Revenue: United States $60,186 $65,597 $75,919 International operations 10,057 10,427 12,615 Total $70,243 $76,024 $88,534 YEAR ENDED MARCH 31, Long-lived assets: 2017 2016 United States $40,205 $43,963 International operations 314 755 Total $40,519 $44,718 Long-lived assets are comprised of property, plant and equipment, goodwill and capitalized software. Recently Adopted Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires all deferred income taxes to be classified as noncurrent on the balance sheet. The amendments would be effective for annual periods beginning after December 15, 2016. The Company early adopted this standard prospectively as of March 31, 2016. Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Simplifying the Test for Goodwill Impairment, that removes Step 2 of the goodwill impairment test, which requires the assessment of fair value of individual assets and liabilities of a reporting unit to measure goodwill impairments. Goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating whether to early adopt ASU 2017-04. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, requiring all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. ASU 2016-09 will also allow a company to make a policy election to account for forfeitures as they occur, and requires cash paid by an employer when directly withholding shares for tax withholding purposes be treated as a financing activity. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, and will be effective for the Company beginning in fiscal year 2018. The Company will not be changing its current accounting policy regarding forfeitures and will continue to recognize stock based compensation expense net of an estimated forfeiture rate. The Company does not believe the provisions of ASU 2016-09 will have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, requiring a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. ASU 2016-02 requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited. While the Company is currently evaluating the effect that the provisions of ASU 2016-02 will have on its consolidated financial statements and related disclosures, the Company expects the primary impact to our consolidated financial position upon adoption will be the recognition, on a discounted basis, of the minimum commitments under noncancelable operating leases on the consolidated balance sheets resulting in the recording of right to use assets and lease obligations. The current minimum commitments under noncancelable operating leases are disclosed in Footnote 2. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and a subsequent amendment to the standard in March 2016 with ASU 2016-08, 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. Therefore, ASU 2014-09 will become effective for the Company beginning in fiscal year 2019, as the Company does not plan to early adopt. The Company expects to adopt the provisions of the ASU using a modified retrospective approach. The Company continues to assess the overall impact the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures. |