DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 01, 2017 | Sep. 30, 2016 | |
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 | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 40,865,897 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 88.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 33,227 | $ 39,681 |
Accounts receivable, net of allowance for doubtful accounts of $36 and $39 as of March 31, 2017 and 2016, respectively | 8,066 | 12,836 |
Prepaid expenses | 1,992 | 2,167 |
Other current assets | 878 | 1,603 |
Total current assets | 44,163 | 56,287 |
PROPERTY AND EQUIPMENT, NET | 5,103 | 7,847 |
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET | 10,031 | 11,486 |
OTHER: | ||
Goodwill | 25,385 | 25,385 |
Deferred costs | 56 | 580 |
Deferred tax asset, net | 172 | 171 |
Other assets | 156 | 289 |
Total other assets | 25,769 | 26,425 |
TOTAL ASSETS | 85,066 | 102,045 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,427 | 5,061 |
Accrued commissions and bonuses | 1,423 | 1,071 |
Deferred revenue | 14,595 | 15,952 |
Accrued expenses | 1,432 | 2,377 |
Total current liabilities | 19,877 | 24,461 |
DEFERRED REVENUE | 2,115 | 3,595 |
ACCRUED LIABILITIES | 2,265 | 2,327 |
DEFERRED TAX LIABILITY, NET | 327 | 353 |
Total liabilities | 24,584 | 30,736 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, no par value - authorized 5,000,000 shares; none issued and outstanding | 0 | 0 |
Common stock, no par value - authorized 50,000,000 shares; issued and outstanding 40,865,897 and 40,490,928 as of March 31, 2017 and 2016, respectively | 0 | 0 |
Additional paid-in capital | 164,120 | 161,997 |
Accumulated deficit | (103,253) | (90,527) |
Accumulated other comprehensive loss | (385) | (161) |
Total shareholders' equity | 60,482 | 71,309 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 85,066 | $ 102,045 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 36 | $ 39 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 40,490,928 | |
Common stock, shares outstanding | 40,865,897 | 40,490,928 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
REVENUE | $ 70,243 | $ 76,024 | $ 88,534 |
COST OF REVENUE | 33,279 | 34,953 | 66,404 |
GROSS PROFIT | 36,964 | 41,071 | 22,130 |
OPERATING EXPENSES: | |||
Research and development | 11,381 | 13,019 | 10,416 |
Sales and marketing | 26,804 | 29,448 | 32,593 |
General and administrative | 11,497 | 13,286 | 17,640 |
Total operating expenses | 49,682 | 55,753 | 60,649 |
OPERATING LOSS | (12,718) | (14,682) | (38,519) |
Other (expense) income | 61 | (23) | 69 |
LOSS BEFORE INCOME TAX PROVISION | (12,657) | (14,705) | (38,450) |
INCOME TAX PROVISION | 69 | 189 | 112 |
NET LOSS | $ (12,726) | $ (14,894) | $ (38,562) |
Basic and diluted loss per share (in dollars per share) | $ (0.31) | $ (0.38) | $ (1.01) |
Weighted average shares used to compute net loss per share attributable to common stockholders - basic and diluted (in shares) | 40,719 | 39,658 | 38,217 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | |||
Foreign currency translation adjustments | $ (224) | $ (137) | $ (12) |
OTHER COMPREHENSIVE LOSS, NET OF TAX | (224) | (137) | (12) |
COMPREHENSIVE LOSS | $ (12,950) | $ (15,031) | $ (38,574) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Group Equity | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) |
Beginning balance (in shares) at Mar. 31, 2014 | 37,490,500 | |||||
Beginning balance at Mar. 31, 2014 | $ 101,610 | $ 0 | $ 0 | $ 140,569 | $ (38,947) | $ (12) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (38,562) | |||||
Parent contribution of stock awards and related taxes, net | 127 | 127 | ||||
Covisint stock option expense | 6,105 | 6,105 | ||||
Covisint stock option exercise (in shares) | 1,543,400 | |||||
Covisint stock option exercise /RSU vesting (Net) | 2,865 | 2,865 | ||||
Income tax items | 9,214 | 7,338 | 1,876 | |||
Foreign currency translation | (12) | (12) | ||||
Ending balance (in shares) at Mar. 31, 2015 | 39,033,900 | |||||
Ending balance at Mar. 31, 2015 | 81,347 | $ 0 | 0 | 157,004 | (75,633) | (24) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (14,894) | (14,894) | ||||
Covisint stock option expense | 2,817 | 2,817 | ||||
Covisint stock option exercise (in shares) | 1,457,028 | |||||
Covisint stock option exercise /RSU vesting (Net) | 2,191 | 2,191 | ||||
Income tax items | (15) | (15) | ||||
Foreign currency translation | (137) | (137) | ||||
Ending balance (in shares) at Mar. 31, 2016 | 40,490,928 | |||||
Ending balance at Mar. 31, 2016 | 71,309 | $ 0 | 0 | 161,997 | (90,527) | (161) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (12,726) | (12,726) | ||||
Covisint stock option expense | $ 1,899 | 1,899 | ||||
Covisint stock option exercise (in shares) | 138,000 | 374,969 | ||||
Covisint stock option exercise /RSU vesting (Net) | $ 239 | 239 | ||||
Income tax items | (15) | (15) | ||||
Foreign currency translation | (224) | (224) | ||||
Ending balance (in shares) at Mar. 31, 2017 | 40,865,897 | |||||
Ending balance at Mar. 31, 2017 | $ 60,482 | $ 0 | $ 0 | $ 164,120 | $ (103,253) | $ (385) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ||||
Net loss | $ (12,726,000) | $ (14,894,000) | $ (38,562,000) | |
Adjustments to reconcile net loss to cash provided by (used in) operations: | ||||
Depreciation and amortization | 7,210,000 | 6,772,000 | 9,574,000 | |
Capitalized software and other intangible asset impairment | 0 | 0 | 8,751,000 | |
Deferred income taxes | (8,000) | 148,000 | 11,000 | |
Stock award compensation | 1,899,000 | 2,817,000 | 6,232,000 | |
Other | 1,000 | 18,000 | 307,000 | |
Net change in assets and liabilities: | ||||
Accounts receivable | 4,705,000 | 2,474,000 | 6,377,000 | |
Other assets | 1,532,000 | 5,397,000 | 3,306,000 | |
Accounts payable and accrued expenses | [1] | (2,751,000) | (4,157,000) | 4,919,000 |
Deferred revenue | (2,799,000) | (2,441,000) | (5,610,000) | |
Net cash used in operating activities | (2,937,000) | (3,866,000) | (4,695,000) | |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: | ||||
Property and equipment | [1] | (229,000) | (3,817,000) | (3,953,000) |
Capitalized software | (2,819,000) | (4,238,000) | (3,509,000) | |
Proceeds from asset disposals | 2,000 | 33,000 | 0 | |
Net cash used in investing activities | (3,046,000) | (8,022,000) | (7,462,000) | |
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: | ||||
Cash payments to former parent company | 0 | 0 | 23,999,000 | |
Cash payments to former parent company | 0 | 0 | (13,879,000) | |
Vendor financing payments | (614,000) | (728,000) | 0 | |
Net proceeds from exercise of stock awards | 239,000 | 2,191,000 | 2,865,000 | |
Net cash provided by (used in) financing activities | (375,000) | 1,463,000 | 12,985,000 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (96,000) | 29,000 | (287,000) | |
NET CHANGE IN CASH | (6,454,000) | (10,396,000) | 541,000 | |
CASH AT BEGINNING OF YEAR | 39,681,000 | 50,077,000 | 49,536,000 | |
CASH AT END OF YEAR | $ 33,227,000 | $ 39,681,000 | 50,077,000 | |
Accounts Payable and Accrued Liabilities, Purchases Of Property, Plant, and Equipment | $ 3,000,000 | |||
[1] | Accounts payable and accrued expenses in the balance sheet as of March 31, 2015 include $3.0 million associated with purchases of property and equipment, which are non-cash acquisitions of fixed assets as of March 31, 2015. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, summarized by major classification, is as follows (in thousands): MARCH 31, 2017 2016 Computer equipment and software $19,079 $18,923 Furniture and fixtures 827 821 Leasehold improvements 2,822 2,855 $22,728 $22,599 Less accumulated depreciation and amortization (17,625 ) (14,752 ) Net property and equipment $5,103 $7,847 Depreciation of property and equipment totaled $2.9 million , $3.4 million and $2.7 million for the years ended March 31, 2017 , 2016 , and 2015 , respectively. Operating Leases The Company conducts its business in leased facilities which based on the lease terms are considered to be operating leases. The following table outlines the Company’s future minimum contractual lease obligations under the lease agreements as of March 31, 2017 (presented in thousands): Year Ending March 31, Total 2018 2019 2020 2021 2022 Thereafter Leases $ 7,678 $ 1,151 $ 1,181 $ 1,212 $ 660 $ 649 $ 2,825 |
GOODWILL, CAPITALIZED SOFTWARE
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS The Company's goodwill balance was $25.4 million as of March 31, 2017 and March 31, 2016 . The components of the Company’s intangible assets are as follows (in thousands): MARCH 31, 2017 Gross Carrying Accumulated Net Carrying Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $41,397 ($31,724 ) $9,673 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $44,062 ($34,389 ) $9,673 MARCH 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $38,578 ($27,450 ) $11,128 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $41,243 ($30,115 ) $11,128 _____________________________________________________ (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 consolidated statements of comprehensive loss. Historically, capitalized software has been amortized over five years. Beginning in fiscal year 2017, capitalized software is being amortized over three years. Based on the current competitive environment and rapidly changing landscape for cloud based platform software, effective April 1, 2016, the Company changed its estimate of the useful life of capitalized software from five years to three years. This change in useful life has been accounted for as a change in accounting estimate and will be applied to all new capitalized software. Remaining carrying amounts of capitalized software intangible assets will be amortized prospectively over a maximum of three years, or the remaining useful lives if less than three years. The change in estimated useful life reduced net loss by $0.4 million , or less than $0.01 per share, as reported in the Consolidated Statements of Comprehensive Loss for the year ended March 31, 2017 . Amortization of intangible assets, exclusive of impairments, was $4.3 million , $3.4 million , and $7.2 million for the years ended March 31, 2017 , 2016 , and 2015 , respectively. Estimated future amortization, based on recorded intangible assets at March 31, 2017 , is expected to be as follows (in thousands): AT MARCH 31, 2017 FOR THE YEAR ENDING MARCH 31, 2018 2019 2020 2021 2022 Capitalized software $4,848 $3,551 $1,274 $— $— Impairment Evaluation The Company evaluated its goodwill and other indefinite-lived intangible assets for impairments as of March 31, 2017 and 2016 . There were no impairments noted for the years ended March 31, 2017 or 2016 . |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON SHARE | LOSS PER COMMON SHARE Basic earnings per common share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potentially dilutive equivalent shares outstanding using the treasury method. EPS data were computed as follows (in thousands, except for per share data): YEAR ENDED MARCH 31, 2017 2016 2015 Basic loss per share: Numerator: Net loss ($12,726 ) ($14,894 ) ($38,562 ) Denominator: Weighted-average common shares outstanding 40,719 39,658 38,217 Basic loss per share ($0.31 ) ($0.38 ) ($1.01 ) Diluted loss per share: Numerator: Net loss ($12,726 ) ($14,894 ) ($38,562 ) Denominator: Weighted-average common shares outstanding 40,719 39,658 38,217 Dilutive effect of stock awards — — — Total shares 40,719 39,658 38,217 Diluted loss per share ($0.31 ) ($0.38 ) ($1.01 ) Stock awards to purchase approximately 3,402,000 , 4,131,000 , and 4,774,000 shares for the years ended March 31, 2017 , 2016 , and 2015 , respectively, were excluded from the diluted EPS calculation because they were anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Until the January 2013 Contribution, the Covisint business was operated as a division of Compuware. As a member of the Compuware Consolidated Group, the Company’s operations were included in the Consolidated Group for tax periods or portions thereof commencing after the January 2013 Contribution. Following the October 2014 Distribution, Covisint became its own separate group for tax purposes, and began filing separate standalone tax returns. Prior to the October 2014 Distribution, taxable income and/or loss generated by the Company was included in the consolidated, combined, or unitary income tax returns of Compuware. Income taxes prior to the October 2014 Distribution in the accompanying financial statements have been allocated as if the Covisint business were held in a separate corporation which filed separate income tax returns. The Company believes these assumptions underlying its allocation of income taxes on a separate return basis were reasonable. However, the amounts allocated for income taxes prior to the October 2014 Distribution in the accompanying financial statements are not necessarily indicative of the actual amount of income taxes that would have been recorded had Covisint been a separate standalone tax paying entity. Following the October 2014 Distribution the Company began filing its own tax returns separate from Compuware. We are subject to taxation in the United States and various states and foreign jurisdictions. As of March 31, 2017 , all tax years presented are subject to examination by the tax authorities. Income tax provision (Loss) before income tax provision includes the following (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 (Loss) before income tax provision: U.S. ($13,144 ) ($15,289 ) ($38,586 ) Foreign 487 584 136 Total (loss) before income tax provision ($12,657 ) ($14,705 ) ($38,450 ) YEAR ENDED MARCH 31, 2017 2016 2015 Income tax provision: Current: U.S. Federal $— $— $— Foreign 64 64 17 U.S. State — — — Total current tax provision $64 $64 $17 Deferred: U.S. Federal $— $— $— Foreign 5 125 95 U.S. State — — — Total deferred tax provision $5 $125 $95 Total income tax provision $69 $189 $112 The Company’s income tax provision differed from the amount computed on pre-tax income at the U.S. federal income tax rate of 35 percent for the following reasons (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 Federal income tax at statutory rates ($4,430 ) ($5,147 ) ($13,458 ) Increase (decrease) in taxes: State income taxes, net (481 ) (559 ) (1,675 ) Foreign tax rate differential (44 ) (45 ) (24 ) U.S. Taxes relating to foreign operations 135 100 102 Tax credits — (400 ) — Valuation allowance (1) 4,024 2,223 12,958 Share based compensation 915 3,680 2,303 Non-deductible expenses, net 18 72 72 Other, net (68 ) 265 (166 ) Income tax provision $69 $189 $112 (1) Prior to the October 2014 Distribution, the valuation allowance represented operating losses and tax credits generated by the Company that were not benefited. These losses and credits are not included in the tabular presentation of deferred tax assets as they have been utilized by Compuware and will not provide future economic benefits to Covisint. Deferred tax assets and liabilities Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities are as follows (in thousands): March 31, 2017 2016 Deferred tax assets: Deferred revenue $1,331 $1,650 Intangible assets 1,105 1,975 Fixed assets 183 233 Accrued expenses 748 923 Stock-based compensation 2,306 2,684 Net operating loss and other tax credit carryforwards 18,955 14,586 Other 172 171 Total deferred tax assets before valuation allowance 24,800 22,222 Less: valuation allowance 20,617 16,303 Net deferred tax assets $4,183 $5,919 Deferred tax liabilities: Capitalized research and development costs 3,985 4,957 Fixed Assets — — Other 353 1,144 Total deferred tax liabilities 4,338 6,101 Net deferred tax (liabilities) ($155 ) ($182 ) Long-term deferred tax assets 172 171 Long-term deferred tax liabilities (327 ) (353 ) Net deferred tax liabilities ($155 ) ($182 ) The Company does not permanently reinvest any earnings in its foreign subsidiaries, and recognizes all deferred tax liabilities that arise from outside basis differences in its investments in subsidiaries. ASC 740, Income Taxes, provides for the recognition of deferred tax assets only when realization is more likely than not. In assessing the valuation allowance, the Company considers all available positive and negative evidence, including historical financial results and forecasted financial results. As a result of the Company’s analysis, it has been determined that it is more likely than not the Company will not realize the benefits of its deferred tax assets in the U.S., and the Company has recorded a full valuation allowance thus reducing the carrying value of the above deferred tax assets. The deferred tax asset “Net operating loss and other tax credit carryforwards” represents only those amounts that have been generated by Covisint following the October 2014 Distribution and are not available to be included in the taxable results of Compuware. The valuation allowance increased by $4.3 million during the year ended March 31, 2017 , primarily attributable to an increase in net deferred tax assets related to current period net operating losses. Prior to the October 2014 Distribution, net operating losses and tax credits generated by the Company were substantially utilized by the Company’s former parent, Compuware, and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets presented above do not include the NOL or tax credits generated by Covisint and utilized by Compuware before the October 2014 Distribution. In as much as Compuware has paid cash for these NOL and tax credits prior to October 31, 2014, the Company has already realized the economic benefit. Covisint has received the economic benefit of these pre-distribution NOL and tax credits (for the amount of benefit realized by Compuware) which is reported as cash from financing activities on the accompanying statements of cash flows. For periods following the October 2014 Distribution, any NOL’s and tax credits generated would be available to offset future Covisint taxable income. As a result of the October 2014 Distribution, the spinoff was deemed taxable to Compuware. Through a tax sharing agreement between Compuware and Covisint, Compuware has agreed to bear any tax costs associated with the spinoff. Also, Covisint and Compuware have agreed to make an election under §336(e) of the Internal Revenue Code that results in a step-up in the tax basis of our assets to fair market value. The actual benefit that Covisint will realize depends on multiple things, including generating taxable income over time to fully utilize deductions associated with any increased tax basis from the election. The step up in tax basis is primarily associated with goodwill that will be deducted over the 15 years for income tax purposes. At March 31, 2017 , the Company had deferred tax assets from NOL’s and tax credit carryforwards for income tax purposes of $19.0 million which expire in the tax years as follows (in thousands): March 31, 2017 Balance Expiration U.S. federal net operating losses $16,112 2035-2037 U.S. federal tax credit carryforwards 241 2035-2037 U.S. state net operating losses 2,597 2018-2037 U.S. state tax credit carryforwards 5 2028-2029 Total $18,955 Uncertain tax positions The following is a tabular reconciliation of the total amounts of gross unrecognized tax benefits (“UTBs”) for the years ended March 31, 2017 , 2016 and 2015 (in thousands): March 31, 2017 2016 2015 Gross unrecognized tax benefit for beginning of period $— $— $354 Gross increases to tax positions for prior periods — — — Gross decreases to tax positions for prior periods — — (354 ) Gross increases to tax positions for current period — — — Settlements — — — Gross unrecognized tax benefit for period ended $— $— $— There are no gross UTBs as of March 31, 2017 , 2016 and 2015 , respectively, all of which, net of federal benefit, would favorably affect the Company’s effective tax rate if recognized in future periods. The Company recognizes interest and penalties related to UTBs within the income tax expense line in the accompanying consolidated statement of operations. As of March 31, 2017 , no interest and penalties were accrued. Tax Sharing Agreement with Compuware Effective January 1, 2013, Compuware contributed to Covisint substantially all of the assets and liabilities related to our business. In connection with the January 2013 Contribution, Compuware and the Company entered into a tax sharing agreement which was effective until the October 2014 Distribution. Pursuant to this agreement, the Company and Compuware generally made payments to each other with respect to tax returns for any taxable period in which the Company or any of the Company’s subsidiaries are included in Compuware's Consolidated Group, as well as in certain consolidated, combined, or unitary groups that include Compuware and/or certain of its subsidiaries (“Combined Group”), for taxes other than U.S. federal income taxes. The amount of taxes paid by the Company was determined, subject to certain adjustments, as if the Company and each of its subsidiaries included in such Consolidated Group or Combined Group filed the Company’s own consolidated, combined, unitary or separate tax return. Each member of a consolidated group during any part of a consolidated return year is severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Similarly, in some jurisdictions, each member of a consolidated, combined or unitary group for state, local or foreign tax purposes is jointly and severally liable for the state, local or foreign tax liability of each other member of the consolidated, combined or unitary group. Accordingly, for any period in which it is included in the Consolidated Group or any Combined Group, the Company could be liable in the event that any income or other tax liability was incurred, but not discharged, by any other member of any such group even if the Company is no longer a member of such Consolidated Group or Combined Group. Compuware has paid, through a reduction in the amount due to Compuware, $0.0 million , $0.0 million , and $7.2 million for tax loss and credit benefits provided by the Company to the Consolidated Group for the years ended March 31, 2017 , 2016 , and 2015 , respectively. Covisint was a member of the Consolidated Group only until the October 2014 Distribution. Following the October 2014 Distribution, the tax sharing agreement benefits provided to the Company ceased. Cash paid for income taxes Cash paid by the Company for income taxes was $82,000 and $50,000 for the years ended March 31, 2017 and 2016 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2017 | |
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. Please refer to Footnote 2 - Property and Equipment for the Company’s minimum contractual lease obligations under the lease agreements as of March 31, 2017 . Unconditional Purchase Obligations In March 2017, the Company entered into an agreement with a third party provider of certain information technology subcontractor labor services for a period of three years. The agreement was executed as part of an initiative to consolidate the number of subcontracted labor vendors utilized by the Company. The agreement provides that the Company will pay $10.0 million for labor services provided to the Company and its customers during each of the upcoming three fiscal years ending March 31, 2018, 2019, and 2020. Legal Matters 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 us, our directors and former directors, and certain of our officers and former officers alleging violation of securities laws in connection with our IPO and seeking unspecified damages. These lawsuits were consolidated in the action entitled Desrocher v. Covisint Corporation, et al., No. 14-cv-03878 (the “Securities Class Action”). 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 alleged, 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. On May 5, 2016, the parties entered into a stipulation and agreement of settlement to dismiss all claims with prejudice and settle the Securities Class Action (the “Settlement”). The Company's uninsured portion of the settlement amount is $0.4 million , which was recorded as a liability as of March 31, 2016 and paid in July 2016. On December 13, 2016, the Court approved the Settlement, which provided for a payment by the defendants of $8.0 million , and the Court dismissed the Securities Class Action with prejudice. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS Retirement Savings Plan Effective April 8, 2014, the Company effectively transitioned all Covisint employees from the Compuware 401(k) program to a newly established Covisint 401(k) program. All balances were transferred to the new plan. Under the new 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 $0.4 million , $0.4 million , and $0.5 million for the years ended March 31, 2017 , 2016 , and 2015 , 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 reserved 7.5 million common shares of Covisint for issuance. As of March 31, 2017 , there were 2.5 million stock options outstanding and 1.0 million RSUs outstanding from the 2009 Covisint LTIP. No options issued subsequent to the IPO contain a performance condition. Options granted subsequent to the IPO vest 25% one year from the date the requisite service period begins, and are fully vested after four years. Participants of the 2009 Covisint LTIP exercised 0.14 million and 1.26 million options for the years ended March 31, 2017 and 2016 , respectively. Covisint Stock Option Activity 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. A summary of option activity under the Company’s stock-based compensation plans as of March 31, 2017 , and changes during the year then ended is presented below (shares and intrinsic value in thousands): YEAR ENDED MARCH 31, 2017 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2016 2,943 $4.52 Granted 355 $1.91 Exercised (138 ) $1.73 Forfeited / Canceled (646 ) $4.78 Options outstanding as of March 31, 2017 2,514 $4.23 7.41 $65 Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2017 2,416 $4.31 7.36 $57 Options exercisable as of March 31, 2017 1,425 $5.19 6.86 $1 Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised was $0.1 million, $0.8 million and $2.5 million for the years ended March 31, 2017 , 2016 , and 2015 , respectively. The weighted-average grant date fair value per share of options granted was $0.85 , $0.97 , and $1.89 for the years ended March 31, 2017 , 2016 , and 2015 , respectively. Covisint Restricted Stock Unit Activity A summary of RSUs activity as of March 31, 2017 , and changes during the year then ended is presented below (shares and intrinsic value in thousands): YEAR ENDED MARCH 31, 2017 Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value RSUs outstanding and non-vested at April 1, 2016 298 $3.50 Granted 893 $2.26 Released (237 ) $3.16 Forfeited — $— RSUs outstanding and non-vested at March 31, 2017 954 $2.42 $1,956 Aggregate intrinsic value is calculated as the market value at the end of the period. The weighted-average grant date fair value per share of restricted stock units granted was $2.26 , $2.57 , and $3.91 for the years ended March 31, 2017 , 2016 , and 2015 , respectively. The total fair value of restricted stock units vested was $0.5 million for the year ended March 31, 2017 . Under the 2009 Covisint LTIP, a participant may utilize shares of vesting RSU awards to satisfy the withholding tax requirements. For the year ended March 31, 2016 , approximately 19,000 shares were exchanged and used for the payment of withholding taxes, whereas no shares were exchanged and used for the payment of withholding taxes for the year ended March 31, 2017 . Compuware Stock-Based Compensation Plan 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 1.B.1, Costs Reflected in Historical Financial Statements, the expense for these awards is included within the consolidated statements of comprehensive loss. Due to the spin-off of Covisint from Compuware in the 2015 fiscal year, 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, and all non-vested Compuware options terminated in the third quarter of fiscal 2015. There were no Compuware stock options outstanding as of March 31, 2015. Similarly, all non-vested Compuware RSUs terminated on October 31, 2014 due to the spin-off of Covisint from Compuware. There were no Compuware RSUs outstanding as of March 31, 2015. The total intrinsic value of the Compuware options exercised was $0.6 million for the year ended March 31, 2015. The total fair value of Compuware restricted stock units vested was $1.5 million for the year ended March 31, 2015. Stock Awards Compensation For the years ended March 31, 2017 , 2016 , and 2015 , net stock awards compensation expense was recorded as follows (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 Stock awards compensation classified as: Cost of revenue $53 $71 $613 Research and development 37 78 175 Sales and marketing 296 502 1,570 General and administrative 1,513 2,166 3,874 Total stock awards compensation expense before income taxes $1,899 $2,817 $6,232 As of March 31, 2017 , total unrecognized compensation cost of $2.6 million , net of estimated forfeitures, related to nonvested equity awards granted is expected to be recognized over a weighted-average period of approximately 2.3 years . The following table summarizes the Company’s estimated future recognition of its unrecognized compensation cost related to stock awards as of March 31, 2017 (in thousands). YEAR ENDING MARCH 31, Covisint Stock-Based Compensation Plan: Total 2018 2019 2020 2021 Stock Based Compensation $2,555 $1,244 $649 $480 $182 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS 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. Certain transactions with Compuware were settled in cash prior to Covisint's spin-off from Compuware on October 31, 2014, and were reported in the consolidated statements of cash flows as financing activity. During the year ended March 31, 2015 Compuware made payments of approximately $2.8 million related to the net receivable as of March 31, 2014, and additional payments of approximately $7.6 million related to Compuware’s utilization of the Company’s tax loss and other tax attributes through the October 2014 Distribution. The payments from Compuware were offset by payments from the Company to Compuware of approximately $13.9 million . On October 31, 2014, Covisint ceased being a subsidiary of Compuware Corporation as a result of October 2014 Distribution. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Notes) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarterly financial information for the years ended March 31, 2017 and 2016 was as follows (in thousands, except for per share data): Fiscal 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenues $17,445 $17,170 $16,646 $18,982 $70,243 Gross profit 9,225 8,297 8,146 11,296 36,964 Operating income (loss) (4,969 ) (4,905 ) (4,373 ) 1,529 (12,718 ) Pre-tax income (loss) (4,953 ) (4,888 ) (4,360 ) 1,544 (12,657 ) Net income (loss) (5,003 ) (4,912 ) (4,400 ) 1,589 (12,726 ) Basic earnings (loss) per share (1) (0.12 ) (0.12 ) (0.11 ) 0.04 (0.31 ) Diluted earnings (loss) per share (1) (0.12 ) (0.12 ) (0.11 ) 0.04 (0.31 ) _________________________________________________________________________________________ (1) Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. Fiscal 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenues $18,482 $18,393 $19,162 $19,987 $76,024 Gross profit 8,705 9,924 10,340 12,102 41,071 Operating loss (6,521 ) (4,116 ) (4,023 ) (22 ) (14,682 ) Pre-tax loss (6,519 ) (4,149 ) (4,020 ) (17 ) (14,705 ) Net loss (6,586 ) (4,126 ) (4,072 ) (110 ) (14,894 ) Basic loss per share (1) (0.17 ) (0.10 ) (0.10 ) — (0.38 ) Diluted loss per share (1) (0.17 ) (0.10 ) (0.10 ) — (0.38 ) _________________________________________________________________________________________ (1) Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On June 5, 2017, the Company entered into a definitive merger agreement with Open Text Corporation (OTEX) pursuant to which OTEX will acquire the Company for approximately $100 million in cash. Under the terms of the agreement, each share of the Company’s common stock (other than shares owned by the Company, its subsidiaries, OTEX or its subsidiaries) will be converted into the right to receive $2.45 per share in cash. The transaction has been approved by the board of directors of both the Company and OTEX, and is now subject to shareholder approval and other customary closing conditions. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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”). 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. |
Revenue Recognition | 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 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 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 | Collection and Remittance of Taxes The Company records the collection of taxes from customers and the remittance of these taxes to governmental authorities on a net basis in its financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with an original maturity of three months or less to be cash equivalents |
Fair Value Measurements | 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 |
Cost of Revenue | 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 | Allowance for Doubtful Accounts The Company considers historical loss experience, including the need to adjust for current conditions, the aging of outstanding accounts receivable and information available related to specific customers when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on the Company’s best estimates of collectibility. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which are generally estimated to be three to 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 | 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 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 expenses are included in “cost of revenue” in the financial statements. |
Research and Development | 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. 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. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and intangible assets with indefinite lives are tested for impairment annually at March 31 or more frequently if management believes indicators of impairment exist. 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. |
Income Taxes | Income Taxes The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of Compuware’s consolidated group (“Consolidated Group”), the Company’s operations 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 | Foreign Currency Translation The Company’s foreign operations use their respective local currency as their functional currency. Assets and liabilities of foreign subsidiaries are minimal and are generally short term in nature. Such assets and liabilities in the financial statements have been translated at the rate of exchange at the respective balance sheet dates, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations. |
Stock-Based Compensation | Stock-Based Compensation Stock award compensation expense is recognized 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. |
Business Segments | Business Segments — The Company operates in a single reportable segment. Sales are heavily weighted toward United States companies. |
Recently Issued Accounting Pronouncements | 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. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of allowance for doubtful accounts and changes to the allowance | The following table summarizes the allowance for doubtful accounts and changes to the allowance during the years ended March 31, 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 |
Schedule of fair value assumptions | 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 |
Schedule of revenue and long-lived assets from external customers, by geographical areas | Financial information regarding geographic operations is presented in the table below (in thousands): YEAR ENDED MARCH 31, 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 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, summarized by major classification, is as follows (in thousands): MARCH 31, 2017 2016 Computer equipment and software $19,079 $18,923 Furniture and fixtures 827 821 Leasehold improvements 2,822 2,855 $22,728 $22,599 Less accumulated depreciation and amortization (17,625 ) (14,752 ) Net property and equipment $5,103 $7,847 |
Schedule of operating leases | The following table outlines the Company’s future minimum contractual lease obligations under the lease agreements as of March 31, 2017 (presented in thousands): Year Ending March 31, Total 2018 2019 2020 2021 2022 Thereafter Leases $ 7,678 $ 1,151 $ 1,181 $ 1,212 $ 660 $ 649 $ 2,825 |
GOODWILL, CAPITALIZED SOFTWAR20
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The components of the Company’s intangible assets are as follows (in thousands): MARCH 31, 2017 Gross Carrying Accumulated Net Carrying Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $41,397 ($31,724 ) $9,673 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $44,062 ($34,389 ) $9,673 MARCH 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Trademarks(1) $358 $358 Amortizing intangible assets: Capitalized software(2) $38,578 ($27,450 ) $11,128 Customer relationship agreements 2,585 (2,585 ) — Trademarks 80 (80 ) — Total amortizing intangible assets $41,243 ($30,115 ) $11,128 _____________________________________________________ (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 consolidated statements of comprehensive loss. Historically, capitalized software has been amortized over five years. Beginning in fiscal year 2017, capitalized software is being amortized over three years. |
Schedule of intangible assets, future amortization expense | Estimated future amortization, based on recorded intangible assets at March 31, 2017 , is expected to be as follows (in thousands): AT MARCH 31, 2017 FOR THE YEAR ENDING MARCH 31, 2018 2019 2020 2021 2022 Capitalized software $4,848 $3,551 $1,274 $— $— |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | EPS data were computed as follows (in thousands, except for per share data): YEAR ENDED MARCH 31, 2017 2016 2015 Basic loss per share: Numerator: Net loss ($12,726 ) ($14,894 ) ($38,562 ) Denominator: Weighted-average common shares outstanding 40,719 39,658 38,217 Basic loss per share ($0.31 ) ($0.38 ) ($1.01 ) Diluted loss per share: Numerator: Net loss ($12,726 ) ($14,894 ) ($38,562 ) Denominator: Weighted-average common shares outstanding 40,719 39,658 38,217 Dilutive effect of stock awards — — — Total shares 40,719 39,658 38,217 Diluted loss per share ($0.31 ) ($0.38 ) ($1.01 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax, domestic and foreign | (Loss) before income tax provision includes the following (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 (Loss) before income tax provision: U.S. ($13,144 ) ($15,289 ) ($38,586 ) Foreign 487 584 136 Total (loss) before income tax provision ($12,657 ) ($14,705 ) ($38,450 ) YEAR ENDED MARCH 31, 2017 2016 2015 Income tax provision: Current: U.S. Federal $— $— $— Foreign 64 64 17 U.S. State — — — Total current tax provision $64 $64 $17 Deferred: U.S. Federal $— $— $— Foreign 5 125 95 U.S. State — — — Total deferred tax provision $5 $125 $95 Total income tax provision $69 $189 $112 |
Schedule of components of income tax expense (benefit) | (Loss) before income tax provision includes the following (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 (Loss) before income tax provision: U.S. ($13,144 ) ($15,289 ) ($38,586 ) Foreign 487 584 136 Total (loss) before income tax provision ($12,657 ) ($14,705 ) ($38,450 ) YEAR ENDED MARCH 31, 2017 2016 2015 Income tax provision: Current: U.S. Federal $— $— $— Foreign 64 64 17 U.S. State — — — Total current tax provision $64 $64 $17 Deferred: U.S. Federal $— $— $— Foreign 5 125 95 U.S. State — — — Total deferred tax provision $5 $125 $95 Total income tax provision $69 $189 $112 |
Schedule of effective income tax rate reconciliation | The Company’s income tax provision differed from the amount computed on pre-tax income at the U.S. federal income tax rate of 35 percent for the following reasons (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 Federal income tax at statutory rates ($4,430 ) ($5,147 ) ($13,458 ) Increase (decrease) in taxes: State income taxes, net (481 ) (559 ) (1,675 ) Foreign tax rate differential (44 ) (45 ) (24 ) U.S. Taxes relating to foreign operations 135 100 102 Tax credits — (400 ) — Valuation allowance (1) 4,024 2,223 12,958 Share based compensation 915 3,680 2,303 Non-deductible expenses, net 18 72 72 Other, net (68 ) 265 (166 ) Income tax provision $69 $189 $112 (1) Prior to the October 2014 Distribution, the valuation allowance represented operating losses and tax credits generated by the Company that were not benefited. These losses and credits are not included in the tabular presentation of deferred tax assets as they have been utilized by Compuware and will not provide future economic benefits to Covisint. |
Schedule of deferred tax assets and liabilities | Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities are as follows (in thousands): March 31, 2017 2016 Deferred tax assets: Deferred revenue $1,331 $1,650 Intangible assets 1,105 1,975 Fixed assets 183 233 Accrued expenses 748 923 Stock-based compensation 2,306 2,684 Net operating loss and other tax credit carryforwards 18,955 14,586 Other 172 171 Total deferred tax assets before valuation allowance 24,800 22,222 Less: valuation allowance 20,617 16,303 Net deferred tax assets $4,183 $5,919 Deferred tax liabilities: Capitalized research and development costs 3,985 4,957 Fixed Assets — — Other 353 1,144 Total deferred tax liabilities 4,338 6,101 Net deferred tax (liabilities) ($155 ) ($182 ) Long-term deferred tax assets 172 171 Long-term deferred tax liabilities (327 ) (353 ) Net deferred tax liabilities ($155 ) ($182 ) |
Summary of operating loss and tax credit carryforwards | At March 31, 2017 , the Company had deferred tax assets from NOL’s and tax credit carryforwards for income tax purposes of $19.0 million which expire in the tax years as follows (in thousands): March 31, 2017 Balance Expiration U.S. federal net operating losses $16,112 2035-2037 U.S. federal tax credit carryforwards 241 2035-2037 U.S. state net operating losses 2,597 2018-2037 U.S. state tax credit carryforwards 5 2028-2029 Total $18,955 |
Schedule of unrecognized tax benefits roll forward | The following is a tabular reconciliation of the total amounts of gross unrecognized tax benefits (“UTBs”) for the years ended March 31, 2017 , 2016 and 2015 (in thousands): March 31, 2017 2016 2015 Gross unrecognized tax benefit for beginning of period $— $— $354 Gross increases to tax positions for prior periods — — — Gross decreases to tax positions for prior periods — — (354 ) Gross increases to tax positions for current period — — — Settlements — — — Gross unrecognized tax benefit for period ended $— $— $— |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , and changes during the year then ended is presented below (shares and intrinsic value in thousands): YEAR ENDED MARCH 31, 2017 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2016 2,943 $4.52 Granted 355 $1.91 Exercised (138 ) $1.73 Forfeited / Canceled (646 ) $4.78 Options outstanding as of March 31, 2017 2,514 $4.23 7.41 $65 Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2017 2,416 $4.31 7.36 $57 Options exercisable as of March 31, 2017 1,425 $5.19 6.86 $1 |
Schedule of RSU activity | A summary of RSUs activity as of March 31, 2017 , and changes during the year then ended is presented below (shares and intrinsic value in thousands): YEAR ENDED MARCH 31, 2017 Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value RSUs outstanding and non-vested at April 1, 2016 298 $3.50 Granted 893 $2.26 Released (237 ) $3.16 Forfeited — $— RSUs outstanding and non-vested at March 31, 2017 954 $2.42 $1,956 |
Schedule of allocation of award costs | For the years ended March 31, 2017 , 2016 , and 2015 , net stock awards compensation expense was recorded as follows (in thousands): YEAR ENDED MARCH 31, 2017 2016 2015 Stock awards compensation classified as: Cost of revenue $53 $71 $613 Research and development 37 78 175 Sales and marketing 296 502 1,570 General and administrative 1,513 2,166 3,874 Total stock awards compensation expense before income taxes $1,899 $2,817 $6,232 |
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 March 31, 2017 (in thousands). YEAR ENDING MARCH 31, Covisint Stock-Based Compensation Plan: Total 2018 2019 2020 2021 Stock Based Compensation $2,555 $1,244 $649 $480 $182 |
QUARTERLY FINANCIAL INFORMATI24
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly financial information for the years ended March 31, 2017 and 2016 was as follows (in thousands, except for per share data): Fiscal 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenues $17,445 $17,170 $16,646 $18,982 $70,243 Gross profit 9,225 8,297 8,146 11,296 36,964 Operating income (loss) (4,969 ) (4,905 ) (4,373 ) 1,529 (12,718 ) Pre-tax income (loss) (4,953 ) (4,888 ) (4,360 ) 1,544 (12,657 ) Net income (loss) (5,003 ) (4,912 ) (4,400 ) 1,589 (12,726 ) Basic earnings (loss) per share (1) (0.12 ) (0.12 ) (0.11 ) 0.04 (0.31 ) Diluted earnings (loss) per share (1) (0.12 ) (0.12 ) (0.11 ) 0.04 (0.31 ) _________________________________________________________________________________________ (1) Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. Fiscal 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenues $18,482 $18,393 $19,162 $19,987 $76,024 Gross profit 8,705 9,924 10,340 12,102 41,071 Operating loss (6,521 ) (4,116 ) (4,023 ) (22 ) (14,682 ) Pre-tax loss (6,519 ) (4,149 ) (4,020 ) (17 ) (14,705 ) Net loss (6,586 ) (4,126 ) (4,072 ) (110 ) (14,894 ) Basic loss per share (1) (0.17 ) (0.10 ) (0.10 ) — (0.38 ) Diluted loss per share (1) (0.17 ) (0.10 ) (0.10 ) — (0.38 ) _________________________________________________________________________________________ (1) Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - IPO (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended |
Sep. 30, 2013USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Initial public offering proceeds receivable | $ 68.4 |
Underwriting discounts and commissions | $ 5.2 |
Class A common stock | |
Class of Stock [Line Items] | |
IPO proceeds (in shares) | shares | 7.4 |
Shares issued, price per share (in dollars per share) | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Corporate Expenses, Stock Splits, Revenue Recognition, and Allowances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue from sale of license | $ 1,000 | |||
Cash balance in excess of FDIC limits | $ 30,200 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at Beginning of Period | 39 | $ 70 | $ 164 | |
Charged to Income | 196 | 226 | 7 | |
Accounts Charged Against the Allowance | 199 | 257 | 101 | |
Balance at End of Period | $ 36 | $ 39 | $ 70 | |
Minimum | ||||
Segment Reporting Information [Line Items] | ||||
Revenue recognition, service contract period | 1 year | |||
Maximum | ||||
Segment Reporting Information [Line Items] | ||||
Revenue recognition, service contract period | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Capitalized Software, R&D, and Goodwill and Other Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | $ 4,300,000 | $ 3,400,000 | $ 7,200,000 |
Research and development | 14,200,000 | 17,300,000 | 13,900,000 |
Capitalized computer software, additions | 2,800,000 | 4,200,000 | 3,500,000 |
Capitalized software and other intangible asset impairment | 0 | 0 | 8,751,000 |
Goodwill | 25,385,000 | 25,385,000 | |
Impairment of goodwill | $ 0 | $ 0 | |
Capitalized software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years | 5 years | |
Amortization expense of intangible assets | $ 4,300,000 | $ 3,400,000 | $ 6,800,000 |
In Process Research and Development | |||
Finite-Lived Intangible Assets [Line Items] | |||
Capitalized software and other intangible asset impairment | $ 0 | $ 8,300,000 | |
Furniture and fixtures | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Property, plant and equipment, useful life (in years) | 3 years | ||
Furniture and fixtures | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Property, plant and equipment, useful life (in years) | 5 years | ||
Computer equipment and software | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Property, plant and equipment, useful life (in years) | 3 years | ||
Computer equipment and software | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Property, plant and equipment, useful life (in years) | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
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 years 3 months | 6 years 3 months | 6 years 1 month 21 days |
Weighted average fair value of the options granted | $ 0.85 | $ 0.97 | $ 1.89 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Significant Customers (Details) - customer | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Concentration Risk [Line Items] | |||
Number of key customers | 2 | ||
Sales Revenue, Net | Customer Concentration Risk | Major Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than in 2013 for Major Customer Two revenue and less than in 2015 for Major Customer Two accounts receivable) | 42.00% | 36.00% | 7.00% |
Sales Revenue, Net | Customer Concentration Risk | Major Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than in 2013 for Major Customer Two revenue and less than in 2015 for Major Customer Two accounts receivable) | 2.00% | 6.00% | 28.00% |
Sales Revenue, Net | Customer Concentration Risk, Transfer of Contracts and Augmentation of Platform | Major Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (less than in 2013 for Major Customer Two revenue and less than in 2015 for Major Customer Two accounts receivable) | 29.00% | 26.00% | 2.00% |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 18,982 | $ 16,646 | $ 17,170 | $ 17,445 | $ 19,987 | $ 19,162 | $ 18,393 | $ 18,482 | $ 70,243 | $ 76,024 | $ 88,534 |
Long-Lived Assets | 40,519 | 44,718 | 40,519 | 44,718 | |||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 60,186 | 65,597 | 75,919 | ||||||||
Long-Lived Assets | 40,205 | 43,963 | 40,205 | 43,963 | |||||||
International operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 10,057 | 10,427 | $ 12,615 | ||||||||
Long-Lived Assets | $ 314 | $ 755 | $ 314 | $ 755 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 22,728 | $ 22,599 | |
Less accumulated depreciation and amortization | (17,625) | (14,752) | |
Net property and equipment | 5,103 | 7,847 | |
Depreciation | 2,900 | 3,400 | $ 2,700 |
Leases | |||
Total | 7,678 | ||
2,018 | 1,151 | ||
2,019 | 1,181 | ||
2,020 | 1,212 | ||
2,021 | 660 | ||
2,022 | 649 | ||
Thereafter | 2,825 | ||
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 19,079 | 18,923 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 827 | 821 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 2,822 | $ 2,855 |
GOODWILL, CAPITALIZED SOFTWAR32
GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Schedule of Intangible Assets [Line Items] | ||||
Goodwill | $ 25,385,000 | $ 25,385,000 | ||
Amortized intangible assets, Gross Carrying Amount | 44,062,000 | 41,243,000 | ||
Accumulated Amortization | (34,389,000) | (30,115,000) | ||
Amortized intangible assets, Net Carrying Amount | 9,673,000 | 11,128,000 | ||
Increase (decrease) in net income due to change in estimated useful life | $ 400,000 | |||
Increase (decrease) in earnings per share due to change in estimated useful life (less than) (in usd per share) | $ 0.01 | |||
Amortization expense of intangible assets | $ 4,300,000 | 3,400,000 | $ 7,200,000 | |
Estimated future amortization expense | ||||
Capitalized software and other intangible asset impairment | 0 | 0 | 8,751,000 | |
Capitalized software | ||||
Schedule of Intangible Assets [Line Items] | ||||
Amortized intangible assets, Gross Carrying Amount | [1] | 41,397,000 | 38,578,000 | |
Accumulated Amortization | [1] | (31,724,000) | (27,450,000) | |
Amortized intangible assets, Net Carrying Amount | [1] | $ 9,673,000 | $ 11,128,000 | |
Finite-lived intangible asset, useful life | 3 years | 5 years | ||
Amortization expense of intangible assets | $ 4,300,000 | $ 3,400,000 | $ 6,800,000 | |
Estimated future amortization expense | ||||
2,018 | 4,848,000 | |||
2,019 | 3,551,000 | |||
2,020 | 1,274,000 | |||
2,021 | 0 | |||
2,022 | 0 | |||
Customer relationship agreements | ||||
Schedule of Intangible Assets [Line Items] | ||||
Amortized intangible assets, Gross Carrying Amount | 2,585,000 | 2,585,000 | ||
Accumulated Amortization | (2,585,000) | (2,585,000) | ||
Amortized intangible assets, Net Carrying Amount | 0 | 0 | ||
Trademarks | ||||
Schedule of Intangible Assets [Line Items] | ||||
Amortized intangible assets, Gross Carrying Amount | 80,000 | 80,000 | ||
Accumulated Amortization | (80,000) | (80,000) | ||
Amortized intangible assets, Net Carrying Amount | 0 | 0 | ||
Trademarks | ||||
Schedule of Intangible Assets [Line Items] | ||||
Unamortized intangible assets | [2] | $ 358,000 | $ 358,000 | |
[1] | Amortization of capitalized software is included in “cost of revenue” in the consolidated statements of comprehensive loss. Historically, capitalized software has been amortized over five years. Beginning in fiscal year 2017, capitalized software is being amortized over three years. | |||
[2] | 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. |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |||||||||||
Basic loss per share: | |||||||||||||||||||||
Numerator: Net loss | $ 1,589 | $ (4,400) | $ (4,912) | $ (5,003) | $ (110) | $ (4,072) | $ (4,126) | $ (6,586) | $ (12,726) | $ (14,894) | $ (38,562) | ||||||||||
Weighted-average common shares outstanding | 40,719 | 39,658 | 38,217 | ||||||||||||||||||
Basic loss per share (in dollars per share) | $ 0.04 | [1] | $ (0.11) | [1] | $ (0.12) | [1] | $ (0.12) | [1] | $ 0 | [1] | $ (0.10) | [1] | $ (0.10) | [1] | $ (0.17) | [1] | $ (0.31) | [1] | $ (0.38) | [1] | $ (1.01) |
Diluted loss per share: | |||||||||||||||||||||
Numerator: Net loss | $ 1,589 | $ (4,400) | $ (4,912) | $ (5,003) | $ (110) | $ (4,072) | $ (4,126) | $ (6,586) | $ (12,726) | $ (14,894) | $ (38,562) | ||||||||||
Denominator: | |||||||||||||||||||||
Weighted-average common shares outstanding (in shares) | 40,719 | 39,658 | 38,217 | ||||||||||||||||||
Dilutive effect of stock awards (in shares) | 0 | 0 | 0 | ||||||||||||||||||
Total shares (in shares) | 40,719 | 39,658 | 38,217 | ||||||||||||||||||
Diluted loss per share (in dollars per share) | $ 0.04 | [1] | $ (0.11) | [1] | $ (0.12) | [1] | $ (0.12) | [1] | $ 0 | [1] | $ (0.10) | [1] | $ (0.10) | [1] | $ (0.17) | [1] | $ (0.31) | [1] | $ (0.38) | [1] | $ (1.01) |
Antidilutive shares (in shares) | 3,402 | 4,131 | 4,774 | ||||||||||||||||||
[1] | Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. |
INCOME TAXES - Income Tax Provi
INCOME TAXES - Income Tax Provision, Reconciliation, and Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
(Loss) before income tax provision: | ||||
U.S. | $ (13,144) | $ (15,289) | $ (38,586) | |
Foreign | 487 | 584 | 136 | |
Total (loss) before income tax provision | (12,657) | (14,705) | (38,450) | |
Current: | ||||
U.S. Federal | 0 | 0 | 0 | |
Foreign | 64 | 64 | 17 | |
U.S. State | 0 | 0 | 0 | |
Total current tax provision | 64 | 64 | 17 | |
Deferred: | ||||
U.S. Federal | 0 | 0 | 0 | |
Foreign | 5 | 125 | 95 | |
U.S. State | 0 | 0 | 0 | |
Total deferred tax provision | 5 | 125 | 95 | |
Total income tax provision | $ 69 | $ 189 | $ 112 | |
Federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Federal income tax at statutory rates | $ (4,430) | $ (5,147) | $ (13,458) | |
Increase (decrease) in taxes: | ||||
State income taxes, net | (481) | (559) | (1,675) | |
Foreign tax rate differential | (44) | (45) | (24) | |
U.S. Taxes relating to foreign operations | 135 | 100 | 102 | |
Tax credits | [1] | 0 | (400) | 0 |
Valuation allowance | 4,024 | 2,223 | 12,958 | |
Share based compensation | 915 | 3,680 | 2,303 | |
Non-deductible expenses, net | 18 | 72 | 72 | |
Other, net | (68) | 265 | (166) | |
Total income tax provision | 69 | 189 | $ 112 | |
Deferred tax assets: | ||||
Deferred revenue | 1,331 | 1,650 | ||
Intangible assets | 1,105 | 1,975 | ||
Fixed assets | 183 | 233 | ||
Accrued expenses | 748 | 923 | ||
Stock-based compensation | 2,306 | 2,684 | ||
Net operating loss and other tax credit carryforwards | 18,955 | 14,586 | ||
Other | 172 | 171 | ||
Total deferred tax assets before valuation allowance | 24,800 | 22,222 | ||
Less: valuation allowance | 20,617 | 16,303 | ||
Net deferred tax assets | 4,183 | 5,919 | ||
Deferred tax liabilities: | ||||
Capitalized research and development costs | 3,985 | 4,957 | ||
Fixed Assets | 0 | 0 | ||
Other | 353 | 1,144 | ||
Total deferred tax liabilities | 4,338 | 6,101 | ||
Net deferred tax (liabilities) | (155) | (182) | ||
Long-term deferred tax assets | 172 | 171 | ||
Long-term deferred tax liabilities | (327) | $ (353) | ||
Increase (decrease) in valuation allowance | $ 4,300 | |||
[1] | Prior to the October 2014 Distribution, the valuation allowance represented operating losses and tax credits generated by the Company that were not benefited. These losses and credits are not included in the tabular presentation of deferred tax assets as they have been utilized by Compuware and will not provide future economic benefits to Covisint. |
INCOME TAXES - Operating Losses
INCOME TAXES - Operating Losses and Tax Credit Carryforwards (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Operating Loss And Tax Credit Carryforwards [Line Items] | |
Total | $ 18,955 |
U.S. Federal | |
Operating Loss And Tax Credit Carryforwards [Line Items] | |
Net operating losses | 16,112 |
U.S. state tax credit carryforwards | 241 |
U.S. State | |
Operating Loss And Tax Credit Carryforwards [Line Items] | |
Net operating losses | 2,597 |
U.S. state tax credit carryforwards | $ 5 |
INCOME TAXES - Uncertain Tax Po
INCOME TAXES - Uncertain Tax Positions (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefit for beginning of period | $ 0 | $ 0 | $ 354,000 |
Gross increases to tax positions for prior periods | 0 | 0 | 0 |
Gross decreases to tax positions for prior periods | 0 | 0 | (354,000) |
Gross increases to tax positions for current period | 0 | 0 | 0 |
Settlements | 0 | 0 | 0 |
Gross unrecognized tax benefit for period ended | 0 | 0 | 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||
Income tax benefits provided from parent company | $ 0 | $ 0 | $ 7,200,000 |
INCOME TAXES - Cash Paid for In
INCOME TAXES - Cash Paid for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income taxes paid | $ 82 | $ 50 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Dec. 13, 2016USD ($) | May 30, 2014claim | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Period of long term purchase commitment | 3 years | |||
Purchase obligation, due in 2018 | $ 10 | |||
Purchase obligation, due in 2019 | 10 | |||
Purchase obligation, due in 2020 | $ 10 | |||
Loss Contingency, New Claims Filed, Number (in claims) | claim | 2 | |||
Estimated Litigation Liability | $ 0.4 | |||
Litigation Settlement, Amount | $ 8 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 08, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Employer matching contribution, percent of match | 33.00% | |||
Employer matching contribution, percent of employees' gross pay | 2.00% | |||
Contribution vesting rights, percentage | 100.00% | |||
Contribution vesting period | 1 year | |||
401(k) cost recognized | $ 400 | $ 400 | $ 500 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares reserved for issuance (in shares) | 7,500,000 | |||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 2,943,000 | |||
Granted (in shares) | 355,000 | |||
Exercised (in shares) | (138,000) | |||
Forfeited and Expired (in shares) | (646,000) | |||
Outstanding, ending balance (in shares) | 2,514,000 | 2,943,000 | ||
Number of Options vested and expected to vest, net of estimated forfeitures (in shares) | 2,416,000 | |||
Number of Options exercisable (in shares) | 1,425,000 | |||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 4.52 | |||
Granted (in dollars per share) | 1.91 | |||
Exercised (in dollars per share) | 1.73 | |||
Forfeited and Expired (in dollars per share) | 4.78 | |||
Outstanding, ending balance (in dollars per share) | 4.23 | $ 4.52 | ||
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share) | 4.31 | |||
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.19 | |||
Outstanding options, Weighted Average Remaining Contractual Term in Years | 7 years 4 months 28 days | |||
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years | 7 years 4 months 10 days | |||
Options exercisable, Weighted Average Remaining Contractual Term in Years | 6 years 10 months 10 days | |||
Options outstanding, Aggregate Intrinsic Value | $ 65 | |||
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value | 57 | |||
Options exercisable, Aggregate Intrinsic Value | 1 | |||
Options exercised, Aggregate intrinsic value | $ 100 | $ 800 | $ 2,500 | |
Weighted average fair value of the options granted | $ 0.85 | $ 0.97 | $ 1.89 | |
Weighted Average Grant-Date Fair Value | ||||
Share-based compensation expense | $ 1,899 | $ 2,817 | $ 6,232 | |
2009 Covisint LTIP | ||||
Weighted Average Grant-Date Fair Value | ||||
Unrecognized compensation cost, weighted-average period | 2 years 4 months | |||
Unrecognized compensation cost | ||||
Total | $ 2,555 | |||
2,018 | 1,244 | |||
2,019 | 649 | |||
2,020 | 480 | |||
2,021 | 182 | |||
Cost of revenue | ||||
Weighted Average Grant-Date Fair Value | ||||
Share-based compensation expense | 53 | 71 | 613 | |
Research and development | ||||
Weighted Average Grant-Date Fair Value | ||||
Share-based compensation expense | 37 | 78 | 175 | |
Sales and marketing | ||||
Weighted Average Grant-Date Fair Value | ||||
Share-based compensation expense | 296 | 502 | 1,570 | |
General and administrative | ||||
Weighted Average Grant-Date Fair Value | ||||
Share-based compensation expense | $ 1,513 | $ 2,166 | $ 3,874 | |
Stock options | 2009 Covisint LTIP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Number of Options | ||||
Exercised (in shares) | (140,000) | (1,260,000) | ||
Outstanding, ending balance (in shares) | 2,500,000 | |||
Stock options | One year from date requisite service period begins | 2009 Covisint LTIP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 25.00% | |||
Restricted Stock Units (RSUs) | ||||
Shares | ||||
Non-vested RSU outstanding, beginning balance (in shares) | 298,000 | |||
Granted (in shares) | 893,000 | |||
Released (in shares) | (237,000) | |||
Forfeited (in shares) | 0 | |||
Non-vested RSU outstanding, ending balance (in shares) | 954,000 | 298,000 | ||
Weighted Average Grant-Date Fair Value | ||||
Non-vested RSU outstanding, beginning balance (in dollars per share) | $ 3.50 | |||
Granted (in dollars per share) | 2.26 | $ 2.57 | $ 3.91 | |
Released (in dollars per share) | 3.16 | |||
Forfeited (in dollars per share) | 0 | |||
Non-vested RSU outstanding, ending balance (in dollars per share) | 2.42 | $ 3.50 | ||
Non-vested RSU outstanding, Aggregate Intrinsic Value | $ 1,956,000 | |||
RSUs vested, fair value | $ 500 | |||
Restricted Stock Units (RSUs) | 2009 Covisint LTIP | ||||
Shares | ||||
Non-vested RSU outstanding, ending balance (in shares) | 1,000,000 | |||
Weighted Average Grant-Date Fair Value | ||||
Shares used for payment of withholding taxes | 0 | 19,000 | ||
Compuware | ||||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 0 | |||
Outstanding, ending balance (in shares) | 0 | |||
Weighted Average Exercise Price | ||||
Options exercised, Aggregate intrinsic value | $ 600 | |||
Compuware | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 30 days | |||
Compuware | Restricted Stock Units (RSUs) | ||||
Shares | ||||
Non-vested RSU outstanding, beginning balance (in shares) | 0 | |||
Non-vested RSU outstanding, ending balance (in shares) | 0 | |||
Weighted Average Grant-Date Fair Value | ||||
RSUs vested, fair value | $ 1,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Cash payments to parent company | $ 0 | $ 0 | $ 13,879 |
Compuware | |||
Related Party Transaction [Line Items] | |||
Increase (Decrease) in Due from Related Parties, Current | (2,800) | ||
Revenue from Related Parties | $ 7,600 |
QUARTERLY FINANCIAL INFORMATI41
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Revenues | $ 18,982 | $ 16,646 | $ 17,170 | $ 17,445 | $ 19,987 | $ 19,162 | $ 18,393 | $ 18,482 | $ 70,243 | $ 76,024 | $ 88,534 | ||||||||||
Gross profit | 11,296 | 8,146 | 8,297 | 9,225 | 12,102 | 10,340 | 9,924 | 8,705 | 36,964 | 41,071 | 22,130 | ||||||||||
Operating income (loss) | 1,529 | (4,373) | (4,905) | (4,969) | (22) | (4,023) | (4,116) | (6,521) | (12,718) | (14,682) | (38,519) | ||||||||||
Pre-tax income (loss) | 1,544 | (4,360) | (4,888) | (4,953) | (17) | (4,020) | (4,149) | (6,519) | (12,657) | (14,705) | (38,450) | ||||||||||
Net loss | $ 1,589 | $ (4,400) | $ (4,912) | $ (5,003) | $ (110) | $ (4,072) | $ (4,126) | $ (6,586) | $ (12,726) | $ (14,894) | $ (38,562) | ||||||||||
Basic loss per share (in dollars per share) | $ 0.04 | [1] | $ (0.11) | [1] | $ (0.12) | [1] | $ (0.12) | [1] | $ 0 | [1] | $ (0.10) | [1] | $ (0.10) | [1] | $ (0.17) | [1] | $ (0.31) | [1] | $ (0.38) | [1] | $ (1.01) |
Diluted loss per share (in dollars per share) | $ 0.04 | [1] | $ (0.11) | [1] | $ (0.12) | [1] | $ (0.12) | [1] | $ 0 | [1] | $ (0.10) | [1] | $ (0.10) | [1] | $ (0.17) | [1] | $ (0.31) | [1] | $ (0.38) | [1] | $ (1.01) |
[1] | Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Covisint - OTEX - Subsequent Event $ / shares in Units, $ in Millions | Jun. 05, 2017USD ($)$ / shares |
Subsequent Event [Line Items] | |
Expected payment for merger | $ | $ 100 |
Cash received upon conversion of common stock (in usd per share) | $ / shares | $ 2.45 |