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8-K/A - 8-K/A - Covisint Corpa8kfy14q4earnings331141.htm
EX-99.2 - PRESENTATION MATERIALS - Covisint Corpcovisintfy14earningspres.htm
NEWS RELEASE                        
One Campus Martius, Suite 700
Detroit, Michigan 48226
(313) 961-4100

For Immediate Release     
May 22, 2014
    

Covisint Corporation Announces Fourth Quarter and
Full-Year Fiscal 2014 Earnings Results

FY2014 subscription revenue of $66.7 million, up 17% year-over-year
FY2014 total revenue of $97.1 million, up 7% year-over-year
Announces strategic initiatives to refocus and position business for growth

DETROIT -- May 22, 2014 -- Covisint Corporation (Nasdaq: COVS), provider of a leading cloud engagement platform, today announced financial results for the fourth quarter and full fiscal year ended March 31, 2014.
“Fiscal 2014 was a year of dramatic change for Covisint as we successfully completed our initial public offering and established Covisint as a public company,” said Covisint Interim CEO Sam Inman. “While we achieved subscription revenue growth of 17% year-over-year, we are disappointed with our overall performance. As we look forward to fiscal 2015, we are undertaking a series of strategic initiatives to refocus our business and reposition the company for success in fiscal year 2016 and beyond.”
The company will focus on four key initiatives:
The right leadership team and organization to achieve our objectives.

Focus on becoming an enterprise-grade software company.

Develop additional relationships with strategic partners to extend our market reach.

Align costs to match revenue with profitability bias.

“Fiscal 2015 will be a transition year for Covisint,” continued Inman. “We will make the necessary changes throughout every level of our organization to get back on track, and focus on our significant growth potential.”
Fiscal Year 2014 Financial Results:
Revenues: Subscription and support revenue increased 17% year-over-year to $66.7 million. Services revenue decreased 10% year-over-year to $30.4 million. Total revenues increased by 7% year-over-year to $97.1 million.

Gross Profit: GAAP gross profit was $40.8 million. GAAP gross margin was 42%. Non-GAAP gross profit was $48.3 million. Non-GAAP gross margin was 50%.
  
Earnings: GAAP diluted earnings per share were ($1.06) compared to ($0.19) last year. Non-GAAP diluted EPS was ($0.50) compared to ($0.41) in the prior year.

Fourth Quarter Fiscal 2014 Financial Results:
Revenues: Subscription and support revenue increased 8% year-over-year to $17.0 million. Services revenue decreased 26% year-over-year to $7.4 million. Total revenues decreased by 5% year-over-year to $24.4 million.

Gross Profit: GAAP gross profit was $9.1 million. GAAP gross margin was 37%. Non-GAAP gross profit was $11.0 million. Non-GAAP gross margin was 45%.





Earnings: GAAP diluted earnings per share were ($0.27) compared to ($0.11) in the same quarter last year. Non-GAAP diluted EPS was ($0.17) compared to ($0.10) in the same quarter last year.
 
Fourth Quarter Fiscal 2014 Business Highlights
In the fourth quarter, Covisint:

Announced that Covisint will secure and integrate the next-generation of automotive connectivity for Hyundai. The Covisint platform will help Hyundai Blue Link to enhance the “connected owner” experience by enabling Hyundai to offer the latest in vital vehicle information and applications.

At the 2014 RSA Conference, Covisint Chief Security Officer, David Miller, detailed the best approach and new requirements for identity management of “connected things”. His presentation led attendees to understand how deep the security and identity complexities are in a "connected things" world and how time-consuming it is for ease-of-use-driven consumers to set preferences as billions and billions of devices continue to come online.

Announced at the Consumer Electronics Show (CES) that Covisint will make Google Glass integration a reality for Hyundai and Hyundai owners. With the Covisint platform, Hyundai is now able to quickly evaluate wearable technology to address customer needs while also enabling Hyundai owners to access important owner services, vehicle safety, service, infotainment and applications.

Showcased the “Future of the Connected Owner” at the 2014 North American International Auto Show featuring demo of advanced, cloud-based connectivity by demonstrating the future car-buying experience for connected owners, including: 1) how connected devices impact the process; 2) how cars will "sell themselves" and adopt future owners' personalities; 3) how used cars will be securely "wiped clean" of the previous owner's info; and, among others, 4) how owners' preferences, settings and subscriptions will follow them, even when renting another car in a different city.

Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Covisint monitors non-GAAP measures of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per diluted share and adjusted EBITDA. Each of these financial measures excludes the impact of certain items and, therefore, has not been calculated in accordance with GAAP. These non-GAAP financial measures exclude the impact of stock award compensation expense, the amortization of intangible assets and amounts incurred for capitalized internal software costs.
Covisint monitors these non-GAAP measures to evaluate its ongoing operational performance and enhance an overall understanding of its past financial performance. Covisint believes that these non-GAAP metrics help illustrate underlying trends in its business that could otherwise be masked by the effect of the income or expenses, as well as the related tax effects, that are excluded in non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per diluted share and adjusted EBITDA. Furthermore, Covisint uses these measures to establish budgets and operational goals for managing its business and evaluating its performance. Covisint also believes that these non-GAAP measures provide additional tools for investors to use in comparing its recurring core business operating results over multiple periods with other companies in its industry.





The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release to the most directly comparable GAAP financial measures is included with the financial statements contained in this press release. Management uses both GAAP and non-GAAP information in evaluating and operating its business internally and as such has determined that it is important to provide this information to investors.
Conference Call and Webcast Information
Covisint management will hold a conference call at 4:45 ET today to discuss these results. The U.S. toll free dial-in for the conference call is 1-800-230-1059, and the international dial-in number is 1-612-332-0107. No passcode is required. A live webcast of the conference call will also be available on the investor relations page of the company's website at investors.covisint.com.
For those unable to participate in the conference call, a replay will be available after the conclusion of the earnings call on May 22, 2014, through May 29, 2014. The U.S. toll-free replay dial-in number is 1-800-475-6701 and the international replay dial-in number is 1-320-365-3844. The replay passcode is 325338.
Covisint
Covisint provides a leading cloud engagement platform for creating and enabling new mission-critical external business processes. Our solutions enable organizations to connect, engage, and collaborate with the critical external audiences that define their success--including customers, business partners and suppliers. Covisint allows its clients to establish a secure, reliable, integrated presence in the cloud, and it provides the kind of engaging information experiences that people everywhere have come to expect. Learn more at www.covisint.com.
Follow us:

Covisint on Twitter
Covisint on LinkedIn
Covisint on Facebook

Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding Covisint's future financial performance, market growth, the demand for Covisint's solutions, and general business conditions. Any forward-looking statements contained in this press release are based upon Covisint's historical performance and its current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent Covisint's expectations as of the date of this press release. Subsequent events may cause these expectations to change, and Covisint's disclaims any obligation to update the forward-looking statements in the future. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, our ability to attract new customers; the extent to which customers renew their contracts for our solutions; the seasonality of our business; our ability to manage our growth; the continued growth of the market for our solutions; competition from current competitors and new market entrants; our ability to penetrate new vertical markets; unpredictable macro-economic conditions; the loss of any of our key employees; the length of the sales and implementation cycles for our solutions; increased demands on our infrastructure and costs associated with operating as a





public company; failure to protect our intellectual property; changes in current tax or accounting rules; and other risk and uncertainties. Further information on potential factors that could affect actual results is included in Covisint's reports filed with the SEC.

Investor Relations Contact
866.319.7659
investors@covisint.com

Media Contact
Brad Schechter
313.961.5290
bschecht@covisint.com

For Sales and Marketing Information
Covisint Corporation, One Campus Martius, Suite 700, Detroit, MI 48226,
313-961-4100
http://www.covisint.com






COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION
CONDENSED AND CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
 
 
March 31, 2014
 
March 31, 2013
ASSETS
 
 
 
 
CURRENT ASSETS:
 
 
 
 
Cash
 
$
49,536

 
$
966

Accounts receivable, net
 
21,838

 
25,386

Deferred tax asset, net
 
1,017

 
2,011

Due from parent and affiliates
 
2,813

 

Other current assets
 
5,983

 
5,517

Total current assets
 
81,187

 
33,880

PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION
 
4,751

 
2,654

CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET
 
23,040

 
24,447

OTHER:
 
 
 
 
Goodwill
 
25,385

 
25,385

Deferred costs
 
6,188

 
9,738

Deferred tax asset, net
 
131

 
146

Other assets
 
766

 
1,808

Total other assets
 
32,470

 
37,077

TOTAL ASSETS
 
$
141,448

 
$
98,058

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
CURRENT LIABILITIES:
 
 
 
 
Accounts payable
 
$
3,893

 
$
2,440

Accrued commissions
 
1,640

 
1,982

Deferred revenue
 
16,606

 
16,989

Accrued expenses
 
3,752

 
2,921

Due to parent and affiliates
 

 
7,556

    Total current liabilities
 
25,891

 
31,888

DEFERRED REVENUE
 
11,223

 
18,188

ACCRUED EXPENSES
 
56

 
271

DEFERRED TAX LIABILITY, NET
 
2,668

 
4,817

Total liabilities
 
39,838

 
55,164

COMMITMENTS AND CONTINGENCIES
 

 

 SHAREHOLDER’S EQUITY:
 
 
 
 
Common Stock
 

 

Additional paid-in capital
 
140,569

 
46,186

Retained deficit
 
(38,947
)
 
(3,289
)
Accumulated other comprehensive loss
 
(12
)
 
(3
)
Total shareholders' equity
 
101,610

 
42,894

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
 
$
141,448

 
$
98,058






 
 
 
 
 
 
 
 
 
COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION
CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands) Except Per Share Data
(Unaudited)
 
 
THREE MONTHS ENDED MARCH 31,
 
TWELVE MONTHS ENDED MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
REVENUE
 
$
24,400

 
$
25,712

 
$
97,135

 
$
90,732

COST OF REVENUE
 
15,278

 
13,553

 
56,374

 
47,575

GROSS PROFIT
 
9,122

 
12,159

 
40,761

 
43,157

 
 
37
%
 
47
%
 
42
%
 
48
%
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Research and development
 
3,046

 
2,901

 
12,408

 
3,799

Sales and marketing
 
8,640

 
8,089

 
35,250

 
26,593

General and administrative
 
7,338

 
4,448

 
28,676

 
18,315

Total operating expenses
 
19,024

 
15,438

 
76,334

 
48,707

LOSS BEFORE INCOME TAX PROVISION
 
(9,902
)
 
(3,279
)
 
(35,573
)
 
(5,550
)
INCOME TAX PROVISION
 
26

 
10

 
85

 
98

NET LOSS
 
$
(9,928
)
 
$
(3,289
)
 
$
(35,658
)
 
$
(5,648
)
 
 
 
 
 
 
 
 
 
DILUTED EPS COMPUTATION
 
 
 
 
 
 
 
 
Numerator: Net loss
 
$
(9,928
)
 
$
(3,289
)
 
$
(35,658
)
 
$
(5,648
)
Denominator:
 
 
 
 
 
 
 
 
  Weighted-average common shares outstanding
 
37,363

 
30,003

 
33,774

 
30,003

  Dilutive effect of stock awards
 

 

 

 

  Total shares
 
37,363

 
30,003

 
33,774

 
30,003

Diluted EPS
 
$
(0.27
)
 
$
(0.11
)
 
$
(1.06
)
 
$
(0.19
)
 
 
 
 
 
 
 
 
 






COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION
NON-GAAP CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
REVENUE
 
$
24,400

 
$
25,712

 
$
97,135

 
$
90,732

COST OF REVENUE
 
13,447

 
12,089

 
48,792

 
42,619

GROSS PROFIT
 
10,953

 
13,623

 
48,343

 
48,113

 
 
45
%
 
53
%
 
50
%
 
53
%
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
  Research and development
 
4,311

 
4,632

 
17,381

 
17,377

  Sales and marketing
 
8,122

 
7,767

 
29,348

 
25,878

  General and administrative
 
4,877

 
4,146

 
18,306

 
16,967

       Total operating expenses
 
17,310

 
16,545

 
65,035

 
60,222

 
 
 
 
 
 
 
 
 
LOSS BEFORE INCOME TAX PROVISION
 
(6,537
)
 
(2,922
)
 
(16,692
)
 
(12,109
)
 
 
 
 
 
 
 
 
 
INCOME TAX PROVISION
 
26

 
10

 
85

 
98

 
 
 
 
 
 
 
 
 
NET LOSS
 
$
(6,383
)
 
$
(2,932
)
 
$
(16,777
)
 
$
(12,207
)
 
 
 
 
 
 
 
 
 
DILUTED EPS COMPUTATION
 
 
 
 
 
 
 
 
Numerator: Net loss
 
$
(6,383
)
 
$
(2,932
)
 
$
(16,777
)
 
$
(12,207
)
Denominator:
 
 
 
 
 
 
 
 
  Weighted-average common shares outstanding
 
37,363

 
30,003

 
33,774

 
30,003

  Dilutive effect of stock awards
 

 

 

 

  Total shares
 
37,363

 
30,003

 
33,774

 
30,003

Diluted EPS
 
$
(0.17
)
 
$
(0.10
)
 
$
(0.50
)
 
$
(0.41
)






COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP
(In Thousands, Except Per Share Data)
(Unaudited)
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
Gross profit
 
$
9,122

 
$
12,159

 
$
40,761

 
$
43,157

Gross profit %
 
37
%
 
47
%
 
42
%
 
48
%
Adjustments:
 
 
 
 
 
 
 
 
Stock compensation expense—cost of revenue
 
94

 
4

 
829

 
6

% of total revenue
 
%
 
%
 
1
%
 
%
Cost of revenue—amortization of capitalized software
 
1,737

 
1,460

 
6,753

 
4,950

% of total revenue
 
7
%
 
6
%
 
7
%
 
5
%
Adjusted gross profit
 
$
10,953

 
$
13,623

 
$
48,343

 
$
48,113

Adjusted gross profit %
 
44
%
 
52
%
 
50
%
 
53
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
Cost of revenue
 
$
15,278

 
$
13,553

 
$
56,374

 
$
47,575

Adjustments:
 
 
 
 
 
 
 
 
Stock compensation expense
 
94

 
4

 
829

 
6

Cost of revenue - amortization of capitalized software
 
1,737

 
1,460

 
6,753

 
4,950

 
 
 
 
 
 
 
 
 
Cost of revenue, non-GAAP
 
$
13,447

 
$
12,089

 
$
48,792

 
$
42,619

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
Research and development
 
$
3,046

 
$
2,901

 
$
12,408

 
$
3,799

Adjustments:
 
 
 
 
 
 
 
 
Capitalized internal software costs
 
(1,331
)
 
(1,731
)
 
(5,695
)
 
(13,579
)
Stock compensation expense
 
66

 

 
722

 
1

 
 
 
 
 
 
 
 
 
Research and development, non-GAAP
 
$
4,311

 
$
4,632

 
$
17,381

 
$
17,377

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013





Sales and marketing
 
$
8,640

 
$
8,089

 
$
35,250

 
$
26,593

Adjustments:
 
 
 
 
 
 
 
 
Stock compensation expense
 
441

 
240

 
5,594

 
360

Amortization of customer relationship agreements
 
77

 
82

 
308

 
355

 
 
 
 
 
 
 
 
 
Sales and marketing, non-GAAP
 
$
8,122

 
$
7,767

 
$
29,348

 
$
25,878

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
General and administrative
 
$
7,338

 
$
4,448

 
$
28,676

 
$
18,315

Adjustments:
 
 
 
 
 
 
 
 
Stock compensation expense
 
2,461

 
280

 
10,330

 
1,262

Amortization of trademarks
 

 
22

 
40

 
86

 
 
 
 
 
 
 
 
 
General and administrative, non-GAAP
 
$
4,877

 
$
4,146

 
$
18,306

 
$
16,967

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
Net income (loss)
 
$
(9,928
)
 
$
(3,289
)
 
$
(35,658
)
 
$
(5,648
)
Adjustments:
 
 
 
 
 
 
 
 
Capitalized internal software costs
 
(1,331
)
 
(1,731
)
 
(5,695
)
 
(13,579
)
Stock compensation expense
 
3,062

 
524

 
17,475

 
1,629

Amortization of intangibles
 
1,814

 
1,564

 
7,101

 
5,391

Net loss, non-GAAP
 
$
(6,383
)
 
$
(2,932
)
 
$
(16,777
)
 
$
(12,207
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
 
2014
 
2013
 
2014
 
2013
Diluted EPS
 
$
(0.27
)
 
$
(0.11
)
 
$
(1.06
)
 
$
(0.19
)
Adjustments:
 
 
 
 
 
 
 
 
Capitalized internal software costs
 
(0.04
)
 
(0.06
)
 
(0.17
)
 
(0.45
)
Stock compensation expense
 
0.08

 
0.02

 
0.52

 
0.05

Amortization of intangibles
 
0.05

 
0.05

 
0.21

 
0.18

Diluted EPS, non-GAAP
 
$
(0.17
)
 
$
(0.10
)
 
$
(0.50
)
 
$
(0.41
)







COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION
CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
 
THREE MONTHS ENDED
MARCH 31,
 
TWELVE MONTHS ENDED
MARCH 31,
 
2014
 
2013
 
2014
 
2013
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net loss
$
(9,928
)
 
$
(3,289
)
 
$
(35,658
)
 
$
(5,648
)
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
 
 
 
 
 
 
 
Depreciation and amortization
2,255

 
1,879

 
8,678

 
6,617

Deferred income taxes
(39
)
 
(522
)
 
4

 
(613
)
Stock award compensation
3,062

 
524

 
17,475

 
1,629

Other
 
 
 
 

 
60

Net change in assets and liabilities, net of effects from currency fluctuations:
 
 
 
 
 
 
 
Accounts receivable
(2,846
)
 
(5,353
)
 
3,618

 
(4,676
)
Other assets
1,523

 
1,204

 
3,414

 
3,386

Accounts payable and accrued expenses
1,919

 
1,204

 
1,543

 
881

Deferred revenue
(1,680
)
 
(834
)
 
(7,410
)
 
(6,838
)
Net cash provided by (used in) operating activities
$
(5,734
)
 
$
(5,187
)
 
$
(8,336
)
 
$
(5,202
)
CASH FLOWS USED IN INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Purchase of:
 
 
 
 
 
 
 
Property and equipment
(1,605
)
 
(310
)
 
(3,541
)
 
(946
)
Capitalized software
(1,332
)
 
(1,731
)
 
(5,696
)
 
(13,579
)
Net cash used in investing activities
$
(2,937
)
 
$
(2,041
)
 
$
(9,237
)
 
$
(14,525
)
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
 
 
 
 
 
 
 
Net investment from parent company

 

 

 
12,881

Cash payments from parent company
12,538

 
29,135

 
65,746

 
29,135

Cash payments to parent company
(9,061
)
 
(20,597
)
 
(67,003
)
 
(20,597
)
Proceeds from Initial Public Offering
 
 
 
 
68,448

 

Initial public offering costs
(15
)
 
(332
)
 
(1,412
)
 
(714
)
Net proceeds from exercise of stock awards
 
 

 
332

 

Net cash provided by financing activities
$
3,462

 
$
8,206

 
$
66,111

 
$
20,705

EFFECT OF EXCHANGE RATE CHANGES ON CASH
(25
)
 
(12
)
 
32

 
(12
)
NET CHANGE IN CASH
(5,234
)
 
966

 
48,570

 
966

CASH AT BEGINNING OF PERIOD
54,770

 

 
966

 

CASH AT END OF PERIOD
$
49,536

 
$
966

 
$
49,536

 
$
966