Covisint Corp - FORM 10-Q - November 12, 2015

Attached files

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EX-10.6 - EXHIBIT 10.6 - Covisint Corpexhibit106q2fy2016.htm
EX-10.7 - EXHIBIT 10.7 - Covisint Corpexhibit107q2fy2016.htm
EX-10.2 - EXHIBIT 10.2 - Covisint Corpexhibit102q2fy2016.htm
EX-10.4 - EXHIBIT 10.4 - Covisint Corpexhibit104q2fy2016.htm
EX-10.3 - EXHIBIT 10.3 - Covisint Corpexhibit103q2fy2016.htm
EX-10.1 - EXHIBIT 10.1 - Covisint Corpexhibit101q2fy2016.htm
EX-10.5 - EXHIBIT 10.5 - Covisint Corpexhibit105q2fy2016.htm
EX-10.8 - EXHIBIT 10.8 - Covisint Corpexhibit108q2fy2016.htm
EX-31.1 - EXHIBIT 31.1 - Covisint Corpexhibit311-q2fy2016.htm
EX-31.2 - EXHIBIT 31.2 - Covisint Corpexhibit312-q2fy2016.htm
EX-32.1 - EXHIBIT 32.1 - Covisint Corpexhibit321-q2fy2016.htm

As filed with the Securities and Exchange Commission on November 12, 2015
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36088
 
Covisint Corporation
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of
incorporation or organization)
 
 
 
26-2318591
(I.R.S. Employer
Identification Number)
 
 
26533 Evergreen Road, Suite 500, Southfield, Michigan 48076
(248) 483-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.          Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).             Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
 
  
Accelerated filer  o
Non-accelerated filer    x
 
(Do not check if a smaller reporting company)
  
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date:
As of November 10, 2015, there were outstanding 39,644,054 shares of Common Stock, no par value, of the registrant.




 
 
 
Item 3. Default Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
SIGNATURES

Cautionary Statement
This Quarterly Report on Form 10-Q (“Quarterly Report”) and the documents incorporated herein by reference contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), based on expectations, estimates, and projections as of the date of this filing. Actual results may differ materially from those expressed in forward-looking statements. See Item 1A-“Risk Factors” in this Quarterly Report.





COVISINT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
 
September 30, 2015
 
March 31, 2015
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash

$41,695

 

$50,077

Accounts receivable, net
12,595

 
15,348

Deferred tax asset, net
13

 
16

Prepaid expenses
2,710

 
3,160

Other current assets
2,345

 
4,209

Total current assets
59,358

 
72,810

PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION
9,190

 
8,809

CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET
10,363

 
10,646

OTHER:
 
 
 
Goodwill
25,385

 
25,385

Deferred costs
889

 
1,736

Deferred tax asset, net
1,457

 
1,528

Other assets
434

 
928

Total other assets
28,165

 
29,577

TOTAL ASSETS

$107,076

 

$121,842

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable

$6,118

 

$7,703

Accrued commissions
1,907

 
3,286

Deferred revenue
16,770

 
18,029

Accrued expenses
2,987

 
3,344

Deferred tax liability, net
1,564

 
1,597

Total current liabilities
29,346

 
33,959

DEFERRED REVENUE
2,190

 
3,914

ACCRUED LIABILITIES
2,687

 
2,622

Total liabilities
34,223

 
40,495

COMMITMENTS AND CONTINGENCIES


 


SHAREHOLDERS' EQUITY:
 
 
 
Preferred stock, no par value - authorized 5,000,000 shares; none issued and outstanding
—

 
—

Common stock, no par value - authorized 50,000,000 shares; issued and outstanding 39,535,604 (39,033,900 issued and outstanding as of March 31, 2015)
—

 
—

Additional paid-in capital
159,304

 
157,004

Retained deficit
(86,345
)
 
(75,633
)
Accumulated other comprehensive loss
(106
)
 
(24
)
Total shareholders' equity
72,853

 
81,347

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$107,076

 

$121,842


See notes to condensed consolidated financial statements.

2

COVISINT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In Thousands, Except Per Share Data)
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Six Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
REVENUE

$18,393

 

$21,735

 

$36,875

 

$43,322

COST OF REVENUE
8,469

 
14,326

 
18,246

 
29,592

GROSS PROFIT
9,924

 
7,409

 
18,629

 
13,730

OPERATING EXPENSES:
 
 
 
 
 
 
 
Research and development
3,127

 
2,583

 
6,790

 
5,699

Sales and marketing
7,183

 
8,003

 
14,659

 
17,775

General and administrative
3,730

 
4,111

 
7,817

 
9,657

Total operating expenses
14,040

 
14,697

 
29,266

 
33,131

OPERATING LOSS
(4,116
)
 
(7,288
)
 
(10,637
)
 
(19,401
)
Other income (expense)
(33
)
 
17

 
(31
)
 
39

LOSS BEFORE INCOME TAXES
(4,149
)
 
(7,271
)
 
(10,668
)
 
(19,362
)
INCOME TAX PROVISION (BENEFIT)
(23
)
 
33

 
44

 
58

NET LOSS

($4,126
)
 

($7,304
)
 

($10,712
)
 

($19,420
)
Basic and diluted loss per share

($0.10
)
 

($0.19
)
 

($0.27
)
 

($0.51
)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
 
 
 
 
 
 
 
Foreign currency translation adjustments
(85
)
 
30

 
(82
)
 
37

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
(85
)
 
30

 
(82
)
 
37

COMPREHENSIVE LOSS

($4,211
)
 

($7,274
)
 

($10,794
)
 

($19,383
)

See notes to condensed consolidated financial statements.



3

COVISINT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SIX MONTHS ENDED SEPTEMBER 30, 2015
(In Thousands, Except Share Data)
(Unaudited)

 
 
Common Stock
 
Additional
Paid-In Capital
 
Retained Deficit
 
Accumulated
Other
Comprehensive Loss
 
Total
Shareholder’s Equity
 
Shares
 
Amount
 
 
 
BALANCE AT MARCH 31, 2015
39,033,900

 

$—

 

$157,004

 

($75,633
)
 

($24
)
 

$81,347

Net loss
 
 
 
 
 
 
(10,712
)
 
 
 
(10,712
)
Covisint stock compensation (Note 5)
 
 
 
 
1,822

 
 
 
 
 
1,822

Covisint stock option exercise/ RSU Vesting Net (Note 5)
501,704

 
 
 
486

 
 
 
 
 
486

Income taxes
 
 
 
 
(8
)
 
 
 
 
 
(8
)
Foreign currency translation
 
 
 
 
 
 
 
 
(82
)
 
(82
)
BALANCE AT SEPTEMBER 30, 2015
39,535,604

 

$—

 

$159,304

 

($86,345
)
 

($106
)
 

$72,853

_____________________________________________________


See notes to condensed consolidated financial statements.


4

COVISINT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
 
 
Six Months Ended 
 September 30,
 
2015
 
2014
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
 
 
 
Net loss

($10,712
)
 

($19,420
)
Adjustments to reconcile net loss to cash provided by (used in) operations:
 
 
 
Depreciation and amortization
3,497

 
4,687

Deferred income taxes
48

 
(56
)
Stock award compensation
1,822

 
3,874

Other
5

 
—

Net change in assets and liabilities:
 
 
 
Accounts receivable
2,723

 
2,168

Other assets
3,658

 
1,984

Accounts payable and accrued expenses
(1,625
)
 
2,207

Deferred revenue
(2,986
)
 
(5,747
)
Net cash (used in) operating activities
(3,570
)
 
(10,303
)
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
 
 
 
Purchase of:
 
 
 
Property and equipment
(3,451
)
 
(1,873
)
Capitalized software
(1,526
)
 
(1,429
)
Proceeds from asset disposals
29

 
—

Net cash (used in) investing activities
(4,948
)
 
(3,302
)
CASH FLOWS PROVIDED (USED IN) BY FINANCING ACTIVITIES:
 
 
 
Cash payments from former parent company
—

 
16,347

Cash payments to former parent company
—

 
(9,247
)
Vendor financing payments
(369
)
 
—

Net proceeds from exercise of stock awards
486

 
1,184

Net cash provided by financing activities
117

 
8,284

EFFECT OF EXCHANGE RATE CHANGES ON CASH
19

 
(47
)
NET CHANGE IN CASH
(8,382
)
 
(5,368
)
CASH AT BEGINNING OF PERIOD
50,077

 
49,536

CASH AT END OF PERIOD

$41,695

 

$44,168


See notes to condensed consolidated financial statements.

5

COVISINT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation, a Michigan corporation, and subsidiaries ("Covisint", "the Company", "we", "our", and "us").

On October 31, 2014, Covisint ceased being a subsidiary of Compuware Corporation (“Compuware”) as a result of Compuware's distribution of its holdings of Covisint common stock to Compuware shareholders ("the October 2014 Distribution"). Prior to October 31, 2014, Covisint was majority-owned by Compuware.

The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information and with the instructions of Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, contingencies and results of operations. While management has based its assumptions and estimates on the facts and circumstances existing at September 30, 2015, final amounts may differ from these estimates. In the opinion of the Company’s management, the accompanying Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented.

The Company has evaluated subsequent events through the date these Financial Statements were issued.

These Financial Statements should be read in conjunction with the Company's 2015 Annual Report on Form 10-K. There have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2015 Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements
         
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," a new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that revenue should be recognized as goods or services are transferred to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the delay, this ASU will now be effective for annual and interim periods beginning on or after December 15, 2017, with early adoption permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact of adopting this guidance.

    
2.    CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS
The components of the Company’s intangible assets are as follows (in thousands):
 

6

 
September 30, 2015
 
Gross  Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount
Indefinite-lived intangible assets:





Trademarks(1)

$358

 
 
 

$358

Amortizing intangible assets:
 
 
 
 
 
Capitalized software(2)

$35,866

 

($25,861
)
 

$10,005

Customer relationship agreements
2,585

 
(2,585
)
 
—

Trademarks
80

 
(80
)
 
—

Total amortizing intangible assets

$38,531

 

($28,526
)
 

$10,005

 
 
March 31, 2015
 
Gross  Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Indefinite-lived intangible assets:
 
 
 
 
 
Trademarks(1)

$358

 
 
 

$358

Amortizing intangible assets:
 
 
 
 
 
Capitalized software(2)

$34,340

 

($24,052
)
 

$10,288

Customer relationship agreements
2,585

 
(2,585
)
 
—

Trademarks
80

 
(80
)
 
—

Total amortizing intangible assets

$37,005

 

($26,717
)
 

$10,288

_____________________________________________________
(1)
The Covisint trademarks were acquired by Compuware in an acquisition in March 2004 and contributed to Covisint by Compuware effective January 1, 2013. These trademarks are deemed to have an indefinite life and therefore are not being amortized.
(2)
Amortization of capitalized software is included in “cost of revenue” in the condensed consolidated statements of comprehensive loss. Capitalized software is generally amortized over five years.


Amortization expense of intangible assets was $0.9 million and $1.8 million for the three months ended September 30, 2015 and 2014, respectively, and $1.8 million and $3.6 million for the six months ended September 30, 2015 and 2014, respectively. Estimated future amortization expense, based on identified intangible assets at September 30, 2015, is expected to be as follows (in thousands):

 
 
At September 30, 2015 for the Year Ending March 31,
 
2016
 
2017
 
2018
 
2019
 
2020
 
2021
Capitalized software

$1,598

 

$3,319

 

$2,621

 

$1,271

 

$902

 

$294


3.    EARNINGS PER COMMON SHARE

Basic earnings per common share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potentially dilutive equivalent shares outstanding using the treasury method.

EPS data were computed as follows (in thousands, except for per share data):
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Basic loss per share:
 
 
 
 
 
 
 
Numerator: Net loss

($4,126
)
 

($7,304
)
 

($10,712
)
 

($19,420
)
Denominator:
 
 
 
 
 
 
 
Weighted-average common shares outstanding
39,346

 
37,972

 
39,203

 
37,730

Basic loss per share
($0.10
)
 

($0.19
)
 
($0.27
)
 

($0.51
)
Diluted loss per share:
 
 
 
 
 
 
 
Numerator: Net loss

($4,126
)
 

($7,304
)
 

($10,712
)
 

($19,420
)
Denominator:
 
 
 
 
 
 
 
Weighted-average common shares outstanding
39,346

 
37,972

 
39,203

 
37,730

Dilutive effect of stock awards
—

 
—

 
—

 
—

Total shares
39,346

 
37,972

 
39,203

 
37,730

Diluted loss per share
($0.10
)
 

($0.19
)
 
($0.27
)
 

($0.51
)


7

Stock awards to purchase approximately 4,469,000 and 4,413,000 shares for the three months ended September 30, 2015 and 2014, respectively, and 4,554,000 and 4,472,000 shares for the six months ended September 30, 2015 and 2014, respectively, were excluded from the diluted EPS calculation because they were anti-dilutive.

4.    COMMITMENTS AND CONTINGENCIES
Contractual Obligations

The Company conducts its business in various leased facilities which, based on the lease terms, are considered to be operating leases.  There have been no material changes in our commitments under the lease agreements or other contractual obligations, as disclosed in our Annual Report on Form 10-K for the year ended March 31, 2015.

Legal Matters

The Company is subject to legal proceedings, claims, investigations and proceedings in the ordinary course of business. In accordance with U.S. GAAP, the Company makes a provision for a liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

Beginning on May 30, 2014, two putative class actions were filed in the U.S. District Court for the Southern District of New York against the Company, directors and certain officers at the time of the Company's initial public offering ("IPO") alleging violation of securities laws in connection with the Company's IPO and seeking unspecified damages. On August 15, 2014, the cases were consolidated with Charles Rankin appointed lead plaintiff. On October 14, 2014, the lead plaintiff filed a consolidated class action complaint (the “Complaint”) alleging violations of Regulation S-K and Sections 11 and 15 of the Securities Act. The Complaint alleges, among other things that the IPO’s registration statement contained (1) untrue statements and omissions of material facts related to the Company’s projected revenues for fiscal 2014, (2) materially inaccurate statements regarding the Company’s revenue recognition policy, and (3) omissions of known trends, uncertainties and significant risk factors as required to be disclosed by Regulation S-K. The Company filed a motion to dismiss the Complaint that the Court denied on July 1, 2015. We believe the Complaint is without merit, and we intend to vigorously defend it. As the litigation is early in the process, we are unable to estimate the reasonably possible loss or range of loss. The Company currently has no other outstanding litigation.

5.    BENEFIT PLANS

Covisint 401(k) Plan

Effective April 8, 2014, the Company effectively transitioned all Covisint employees from the Compuware 401(k) plan to a newly established Covisint 401(k) plan. All balances were transferred to the new plan. Under the Covisint 401(k) plan, the Company matches 33 percent of employees’ 401(k) contributions up to 2 percent of eligible earnings. Matching contributions vest 100 percent when an employee reaches one year of service. The Company expensed $0.1 million and $0.1 million for the three months ended September 30, 2015 and 2014, respectively, and $0.2 million and $0.3 million for the six months ended September 30, 2015 and 2014, respectively, for our matching contributions to the plan.

Covisint Stock-Based Compensation Plan

In August 2009, Covisint established a 2009 Long-Term Incentive Plan (“2009 Covisint LTIP”) allowing the Board of Directors of Covisint to grant stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance-based cash or RSU awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 7.5 million common shares of Covisint for issuance.

As of September 30, 2015, there were 4.1 million stock options and 0.3 million RSUs outstanding from the 2009 Covisint LTIP. No options issued subsequent to the IPO contain performance conditions. For the six months ended September 30, 2015 0.3 million options were exercised by participants of the 2009 Covisint LTIP.

Stock Option Activity


8

A summary of option activity under the Company’s stock-based compensation plans as of September 30, 2015, and changes during the six months then ended is presented below (shares and intrinsic value in thousands):
 
 
Six Months Ended September 30, 2015
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term in Years
 
Aggregate
Intrinsic
Value
Options outstanding as of April 1, 2015
4,306

 

$3.93

 
 
 
 
Granted
230

 
2.27

 
 
 
 
Exercised
(304
)
 
1.80

 
 
 
 
Forfeited/Cancelled
(136
)
 
9.27

 
 
 
 
Options outstanding as of September 30, 2015
4,096

 

$3.82

 
5.69
 

$555

Options vested and expected to vest, net of estimated forfeitures, as of September 30, 2015
3,944

 

$3.82

 
5.56
 

$555

Options exercisable as of September 30, 2015
1,858

 

$3.69

 
3.36
 

$392


All options were originally granted at estimated fair market value for those granted prior to IPO, and at fair market value for those granted post-IPO. Options expire ten years from the date of grant unless expiration has been otherwise accelerated in accordance with an amendment, termination and/or separation agreement.

Restricted Stock Unit Activity

A summary of non-vested RSU activity as of September 30, 2015, and changes during the six months then ended is presented below. Shares and intrinsic value are presented in thousands.
 
 
Six Months Ended September 30, 2015
 
Shares    
 
Weighted
Average
Grant-Date
Fair Value
 
Aggregate
Intrinsic
Value
Non-vested RSU outstanding at April 1, 2015
338

 
 
 
 
Granted
176

 
$
2.57

 
 
Released
(216
)
 
 
 
 
Forfeited
—

 
 
 
 
Non-vested RSU outstanding at September 30, 2015
298

 
 
 
$
640


Under the 2009 LTIP, a participant may utilize shares of vesting RSU awards to satisfy the withholding tax requirements. During the quarter ended September 30, 2015, 19,191 shares were exchanged and used for the payment of withholding taxes.

Stock Awards Compensation

For the three months ended September 30, 2015 and 2014, net stock awards compensation expense was recorded as follows in thousands:
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Stock awards compensation classified as:
 
 
 
 
 
 
 
Cost of revenue

$22

 

$69

 

$52

 

$584

Research and development
28

 
28

 
54

 
94

Sales and marketing
232

 
341

 
341

 
946

General and administrative
391

 
817

 
1,375

 
2,249

Total stock awards compensation expense before income taxes

$673

 

$1,255

 

$1,822

 

$3,873


9


For the three months ended September 30, 2015 and 2014 stock compensation expense of $0.7 million and $1.3 million, respectively, was based on normal expense recognition. For the six months ended September 30, 2015 and 2014 total stock compensation expense is comprised of $1.4 million and $2.8 million, respectively, according to the normal expense recognition of the grant, and $0.4 million and $1.1 million, respectively, of accelerated expense recognized due to the cancellation of options for certain current employees, as well as expense recognized due to employee terminations which accelerated vesting pursuant to the terms of these options.

As of September 30, 2015, total unrecognized compensation cost of $3.6 million, net of estimated forfeitures, related to non-vested equity awards granted is expected to be recognized over a weighted-average period of approximately 2.0 years. The following table summarizes the Company’s estimated future recognition of its unrecognized compensation cost related to stock awards as of September 30, 2015 (in thousands).
 
Year Ending March 31,
Covisint Stock-Based Compensation Plan:
Total
 
2016
 
2017
 
2018
 
2019
 
2020
Stock Compensation Expense

$3,584

 

$1,004

 

$1,613

 

$742

 

$217

 

$8



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Quarterly Report, the terms “Covisint”, “the Company”, “we”, “us”, or “our”, mean Covisint Corporation and its subsidiaries on a consolidated basis unless otherwise expressly stated or the context otherwise requires.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes that appear in Part I, Item 1 in this Quarterly Report and with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015. In addition to historical information, the information we provide or statements made by our employees contains forward-looking statements that reflect our plans, estimates, assumptions and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and Item 1A of this Quarterly Report under "Risk Factors". Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies and operations, financing plans, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s plans, estimates, assumptions and beliefs only as of the date of this report. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.


OVERVIEW
Covisint 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 12 years, and is the technology behind innovative industry solutions such as Hyundai's Blue LinkTM and Cisco's Services Exchange PlatformTM (“SXP”).

Our Platform provides a robust, and highly-secure cloud-based business-to-business ("B2B") exchange for automotive supply chains, providing the right information and access to the right person at the right time. The Platform is a set of unique and tightly-integrated technologies for identity management, messaging and portal services, which we offer as a Platform-as-a-Service ("PaaS"). We believe that we are well positioned in the PaaS marketplace to deliver on Internet of Things ("IoT") and identity-centric solutions.

Covisint recently executed a number of transformational strategic initiatives to enhance our long-term outlook. First, we applied our research and development investment toward enabling our enterprise-grade, cloud-based PaaS to be easily deployed, in any data center globally, with a robust third-party developer environment for partners and third-parties to easily build on and extend the Platform. Next, we significantly reduced our services business by developing relationships with service partners who are qualified to set up, develop and implement solutions based upon the Platform’s technology. As a result of the shift away from providing services, Covisint’s services revenue declined to $6.0 million or 16% of revenue in the six months ended September 30, 2015 from $11.1 million or 26% of revenue for the six months ended September 30, 2014. Further, we reevaluated our underperforming healthcare portfolio and decided to stop selling our DocSite application to new customers and not to renew existing customers. As a result of these strategic decisions, revenue from the Company’s healthcare business gradually decreased during fiscal 2015, and we expect our healthcare revenue to account for less than 20% of the Company’s revenue in fiscal 2016.

We have significantly advanced our strategic partnership with Cisco Systems, Inc. ("Cisco"). Following entry into our Software License and Hosting Agreement with Cisco in November 2013, we have worked with Cisco to integrate our Platform with Cisco applications to build the Cisco SXP. We have significant subscription revenue directly from Cisco relating to the use and development of the Platform as part of the Cisco SXP. Moreover, in January and April 2015, we enabled Cisco to enter into the prime contracts with various divisions of General Motors Company (collectively, "General Motors" or "GM") to provide most of the service that we historically provided to GM with Cisco as prime contractor and Covisint as subcontractor (collectively, the "GM Contracts"). Under the GM Contracts, we received the annual service fees in advance. With Cisco’s involvement, we were able to extend the terms of each contract through April 2020 and eliminate GM’s ability to terminate these agreements for convenience. We retain our deep relationships with GM, and we are actively working to sell additional business to GM.

The majority of our revenue is generated through subscription fees that enable our customers to access our Platform. Subscription and support revenue accounted for $15.3 million and $16.8 million, or 83% and 77% of our total revenue for the three months ended September 30, 2015 and 2014, respectively, and $30.9 million and $32.3 million, or 84% and 74% of our total revenue for the six months ended September 30, 2015 and 2014, respectively.

We also generate revenue from the provision of services related to implementation, solution deployment and on-boarding of new customers onto our Platform. Services revenue accounted for $3.1 million and $5.0 million, or 17% and 23% of our total revenue for the three months ended September 30, 2015 and 2014, respectively, and $6.0 million and $11.1 million, or 16% and 26% of our total revenue for the six months ended September 30, 2015 and 2014, respectively.

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For the three months ended September 30, 2015 respectively, Cisco accounted for 41% of our total revenue, of which 28% is related to the transfer of the GM Contracts and the augmentation of the SXP platform. Our stand-alone business with General Motors, which is primarily services, accounted for 3% of our total revenue in the three months ended September 30, 2015. For the six months ended September 30, 2015, Cisco accounted for 36% of our total revenue, of which 25% is related to the transfer of the GM contracts and the augmentation of the SXP platform. Our stand-alone business with General Motors accounted for 8% of our total revenue in the six months ended September 30, 2015. Collectively, the General Motors stand-alone revenue and the related Cisco revenue was 31% and 33% of total revenue for the three and six months ended September 30, 2015, respectively.

Our contracts related to the automotive industry accounted for 53% and 43% of our total revenue for the three months ended September 30, 2015 and 2014, respectively, and 52% and 44% of our total revenue for the six months ended September 30, 2015 and 2014, respectively. The healthcare industry accounted for 16% and 31% of our total revenue in the three months ended September 30, 2015 and 2014, respectively, and 18% and 32% of our total revenue in the six months ended September 30, 2015 and 2014, respectively. Our remaining revenue resides in the enterprise business unit that services Cisco, the energy, financial services, travel and other non-automotive and non-healthcare industries. Revenue from outside of the U.S. accounted for 15% and 14% of our total revenue in the three months ended September 30, 2015 and 2014, respectively, and 15% and 16% of our total revenue in the six months ended September 30, 2015 and 2014, respectively.

To support our growth strategies and capitalize on current technology trends, we are actively investing in our business and do not expect to be profitable during fiscal 2016. We experienced net (losses) of $(4.1) million and $(7.3) million in the three months ended September 30, 2015 and 2014, respectively, and $(10.7) million and $(19.4) million in the six months ended September 30, 2015 and 2014, respectively. Our improvement in net (losses) of $3.2 million and $8.7 million for the three and six months ended September 30, 2015, respectively, was principally due to a) the shift away from lower margin healthcare application business; b) the restructuring of our services business which included our shift away from developing and selling applications that require significant amounts of services to implement; and c) the reduction of stock compensation expense of $0.6 million and $2.1 million in the six months ended September 30, 2015 and 2014, respectively. In addition, we made, and continue to make, substantial investments to build our solutions and services, grow and maintain our business, and acquire customers.
KEY METRICS

In addition to reporting financial results in accordance with generally accepted accounting principles in the United States, or GAAP, we monitor a number of other metrics to evaluate our business, measure our performance, identify trends affecting our business, allocate capital and make strategic decisions.

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted gross profit represents gross profit, adjusted for amortization of capitalized software costs associated with our research and development activities which are currently classified within cost of revenue, as well as for stock based compensation associated with certain of our professional services and operations employees. Adjusted gross margin represents adjusted gross profit as a percentage of total revenue.

We have historically capitalized a significant portion of our research and development costs related to software development. Our total research and development costs incurred were $4.3 million and $3.2 million during the three months ended September 30, 2015 and 2014, respectively, and $8.3 million and $7.1 million during the six months ended September 30, 2015 and 2014, respectively. Of our total research and development costs incurred, we capitalized 26% and 20% during the three months ended September 30, 2015 and 2014, respectively, and 18% and 20% during the six months ended September 30, 2015 and 2014, respectively. The increased capitalization of our research and development costs for the three months ended September 30, 2015, was due to the larger volume of projects meeting the U.S. GAAP capitalization criterion as compared to the same period in 2014.

We believe that adjusted gross margin, when viewed with our results under U.S. GAAP and the accompanying reconciliation, provides additional information that is useful for evaluating our operating performance. Additionally, we believe that adjusted gross margin provides a more meaningful comparison of our operating results against those of other companies in our industry. However, adjusted gross margin is not a measure of financial performance under U.S. GAAP and, accordingly, should not be considered as an alternative to gross margin as an indicator of operating performance.

The table below provides reconciliations between the non-U.S. GAAP financial measures discussed above to the comparable U.S. GAAP measures of gross profit:
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Gross profit
$9,924
 
$7,409
 
$18,629
 
$13,730
Gross margin
54
%
 
34
%
 
51
%
 
32
%
Adjustments:
 
 
 
 
 
 
 
Stock compensation expense—cost of revenue
$22
 
$69
 
$52
 
$584
% of total revenue
—
%
 
—
%
 
—
%
 
1
%
Amortization of capitalized software—cost of revenue
$905
 
$1,731
 
$1,809
 
$3,375
% of total revenue
5
%
 
8
%
 
5
%
 
8
%
Non-GAAP gross profit
$10,851
 
$9,209
 
$20,490
 
$17,689
Non-GAAP gross margin
59
%
 
42
%
 
56
%
 
41
%
COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenue

Our revenue is primarily comprised of fees related to subscription and support as well as services performed. Subscription and support revenue includes fees for our customers and their users to access our Platform. Service revenue is generated from implementation, solution deployment and on-boarding. Implementation services typically consist of user migration, content migration, branding and configuration to support customer-specific work flows. Our services engagements typically occur in phases and can vary from a few weeks to several months depending on the scope and complexity of the solution. Our customers may choose to do much of this work in-house, through a third party, or with Covisint. We currently subcontract portions of our service engagements to third-party service partners to supplement our staffing needs within this area of the business.

Services contract value varies significantly for each customer agreement, and can be impacted by a number of trends which make the prediction of our future services revenue difficult. These trends include, but are not necessarily limited to, improvements in our Platform that make it easier for our customers to build and launch new business process innovations on the Platform, the implementation of our certified partner program, and a reduction in the effort required to launch the customer.

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Our revenue generally fluctuates, and we expect it to continue to fluctuate, between periods due to inconsistent timing of sales, revenue recognition requirements (e.g., acceptance), changes in customer requirements and other factors. As a result, transactions that were expected to be recognized in one period may be recognized in a different period, which may materially affect our financial performance in a reporting period.

Cost of Revenue

Our cost of revenue is primarily comprised of salaries and personnel-related expenses related to our customer support, implementation, solution deployment, on-boarding and data center operations, the cost of professional services provided by third-party contractors, depreciation, amortization and impairment expenses related to capitalized research and development, acquisitions and capital expenditures, third-party hosting fees, third-party software license fees, and outside services related to our call center. Where we have established third-party evidence of the stand-alone value of our services, we recognize expense with the associated revenue recognition as services are delivered. Costs associated with deferred services revenue are recognized ratably, generally over five years, beginning upon customer acceptance of the deliverable consistent with the associated revenue.

We expect our cost of revenue may fluctuate as a percentage of total revenue due to relative changes in our services revenue, changes in the percentage of services recognized using the proportional performance method, the amount and timing of depreciation and amortization, changes in the amount of services performed by our customers or other vendors and the mix of subscription and support revenue relative to services revenue.

Research and Development

Research and development costs are primarily comprised of salaries and personnel-related expenses, services provided by third-party contractors related to software development, software license and hardware fees and depreciation and amortization related to acquisitions and capital expenditures.
 
We focus our research and development on new and expanded features of our Platform and vertical-specific solutions, utilizing an agile delivery methodology for our Platform enhancements. Our capitalized research and development costs are amortized as a cost of revenue ratably over 60 months upon completion of the project.

Sales and Marketing

Sales and marketing costs are primarily comprised of salaries and personnel-related expenses, commissions, travel expense, marketing program fees, services provided by third-party contractors related to our marketing campaigns and amortization related to customer relationship agreements acquired as a result of various acquisitions. We plan to invest further in sales and marketing to create brand awareness, expand the scope and scale of our global operations, develop our sales channel and increase revenue from existing customers.

General and Administrative
    
General and administrative costs are primarily comprised of salaries and personnel-related expenses for these functions and stock and cash incentive compensation for certain corporate executive leadership roles, as well as facility and technology related costs associated with our corporate functions.

Income Taxes

Provision for income taxes is comprised of federal and state taxes in the United States as well as certain foreign tax jurisdictions. Income taxes are accounted for using the asset and liability approach. Deferred income taxes are provided for the differences between the tax bases of assets or liabilities and their reported amounts in our financial statements and net operating loss and tax credit carryforwards.

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. Given the Company's historical loss position in the U.S., it has been determined the Company does not expect to realize the benefits

12

of its deferred tax assets, resulting in a full valuation allowance preventing the recognition of any potential deferred tax asset for its U.S. operations.

CRITICAL ACCOUNTING POLICIES

There have been no significant changes to our Critical Accounting Policies as described in our Annual Report on Form 10-K for the year ended March 31, 2015.


STOCK-BASED COMPENSATION

Stock award compensation expense is recognized, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award.


RESULTS OF OPERATIONS

The following table is a summary of our condensed consolidated statements of comprehensive loss data (in thousands, except for per share data):
 
 
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Loss Data:
 
 
 
 
 
 
 
 
Subscription and support
 
$15,251
 
$16,759
 
$30,915
 
$32,268
Services
 
3,142

 
4,976

 
5,960

 
11,054

Total revenue
 
18,393

 
21,735

 
36,875

 
43,322

Cost of revenue(1)
 
8,469

 
14,326

 
18,246

 
29,592

Gross profit
 
9,924

 
7,409

 
18,629

 
13,730

Operating expenses:
 
 
 
 
 
 
 
 
Research and development(1)
 
3,127

 
2,583

 
6,790

 
5,699

Sales and marketing(1)
 
7,183

 
8,003

 
14,659

 
17,775

General and administrative(1)
 
3,730

 
4,111

 
7,817

 
9,657

Total operating expenses
 
14,040

 
14,697

 
29,266

 
33,131

Operating loss
 
(4,116
)
 
(7,288
)
 
(10,637
)
 
(19,401
)
Other income (expense)
 
(33
)
 
17

 
(31
)
 
39

Loss before income taxes
 
(4,149
)
 
(7,271
)
 
(10,668
)
 
(19,362
)
Income tax provision (benefit)
 
(23
)
 
33

 
44

 
58

Net loss
 
($4,126)
 
($7,304)
 
($10,712)
 
($19,420)
Basic and diluted loss per share
 
($0.10)
 
($0.19)
 
($0.27)
 
($0.51)
Weighted-average shares outstanding, Basic and diluted
 
39,346

 
37,972

 
39,203

 
37,730


(1)
All future stock compensation is expected to be granted in the form of Covisint stock awards or restricted stock units and recorded as a non-cash expense. The statements and line items above include stock compensation as detailed in the table below.


 

13

 
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Stock awards compensation classified as:
 
 
 
 
 
 
 
 
Cost of revenue
 
$
22

 
$
69

 
$
52

 
$
584

Research and development
 
28

 
28

 
54

 
94

Sales and marketing
 
232

 
341

 
341

 
946

General and administrative
 
391

 
817

 
1,375

 
2,249

Total stock awards compensation expense before income taxes
 
$
673

 
$
1,255

 
$
1,822

 
$
3,873

 
The following table sets forth a summary of our condensed consolidated statements of comprehensive loss as a percentage of our total revenue:

 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Condensed Consolidated Statements of Comprehensive Loss Data:
 
 
 
 
 
 
 
Subscription and support
83
 %
 
77
 %
 
84
 %
 
74
 %
Services
17

 
23

 
16

 
26

Total revenue
100

 
100

 
100

 
100

Cost of revenue(1)
46

 
66

 
49

 
68

Gross profit
54

 
34

 
51

 
32

Operating expenses:
 
 
 
 
 
 
 
Research and development(1)
17

 
12

 
18

 
13

Sales and marketing(1)
39

 
37

 
40

 
41

General and administrative(1)
20

 
19

 
21

 
22

Total operating expenses
76

 
68

 
79

 
76

Operating Loss
(22
)
 
(34
)
 
(29
)
 
(45
)
Other income (expense)
0

 
0

 
0

 
0

Loss from operations before for income taxes
(23
)
 
(33
)
 
(29
)
 
(45
)
Income tax provision (benefit)
0

 
0

 
0

 
0

Net loss
(22
)%
 
(33
)%
 
(29
)%
 
(45
)%
________________________________________________ 
(1)
All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense. Refer to the table above for the breakdown of stock compensation included in these line item percentages.
THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

Revenue

Revenue derived from our subscription and support and services is presented in the table below:
 
 
Three Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
Subscription and support

$15,251

 

$16,759

 

($1,508
)
 
(9
)%
Services
3,142

 
4,976

 
(1,834
)
 
(37
)%
Total revenue

$18,393

 

$21,735

 

($3,342
)
 
(15
)%


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Our total revenue decreased to $18.4 million for the three months ended September 30, 2015 from $21.7 million in the three months ended September 30, 2014, representing a 15% decrease in total revenue.

Subscription and support revenue was $15.3 million for the three months ended September 30, 2015, as compared to $16.8 million for the three months ended September 30, 2014. The decrease in subscription revenue was due to the planned decline in our healthcare subscription revenue as a result of our shift away from lower margin healthcare application business. After adjusting for the planned decline in our healthcare application business, our subscription business has grown 8% period to period.

Our services revenue declined to $3.1 million for the three months ended September 30, 2015, as compared to $5.0 million for the three months ended September 30, 2014, respectively, representing a decline of 37%. For the three months ended September 30, 2015, the decline in services revenue is attributed to 1) an improvement in the ease of implementation of our Platform that results in quicker, less costly installations; 2) improvements in our platform that allow customers to perform portions of the implementations themselves; 3) a reduction in ad hoc service projects with major subscription customers; and 4) shifting away from the development of applications that require significant amount of services to implement to our service partners.

Cost of Revenue

Cost of revenue is presented in the table below:

 
Three Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
Cost of revenue

$8,469

 

$14,326

 

($5,857
)
 
(41
)%
Gross margin
54
%
 
34
%
 
 
 
 

Cost of revenue decreased $5.9 million for the three months ended September 30, 2015 as compared to the same period in 2014. The decrease is primarily attributable to a sharp decline in personnel expense due to the strategic initiative to exit the low margin services business. In addition, the amortization of intangibles decreased due to 2015 fiscal year activity including the write down in the 2015 fiscal year of our Docsite customer relationships and trademark intangibles associated with the exit of our Docsite healthcare business, as well as the impairment of capitalized software related to healthcare specific projects.

Our gross margin increased to 54% for the three months ended September 30, 2015, as compared with 34% for the same period in 2014. The improved margins were primarily due to the execution of cost savings initiatives related to the changes in our services business discussed above, as well as our planned shift out of lower margin subscription businesses.


Research and Development

Research and development costs incurred, expensed and capitalized are presented in the table below:
 
 
Three Months Ended September 30,
 
Period-to-Period
Change
 
 
2015
 
2014
 
$    
 
%    
 
 
(In thousands)
 
 
 
Research and development costs incurred

$4,253

 

$3,222

 

$1,031

 
32
%
 
Capitalized internal software costs
(1,126
)
 
(639
)
 
(487
)
 
76
%
 
Research and development costs expensed

$3,127

 

$2,583

 

$544

 
21
%
 
Percentage of total revenue:
 
 
 
 
 
 
 
 
Research and development costs incurred
23
%
 
15
%
 
 
 
 
 
Research and development costs expensed
17
%
 
12
%
 
 
 
 
 

Research and development costs incurred increased for the three months ended September 30, 2015, as compared to the same period in 2014, primarily due to an increase in development costs associated with our Next-gen and IoT platforms as well as our Covisint "Anywhere" offering.

15


We capitalized $1.1 million and $0.6 million of internal software (research and development) costs for the three months ended September 30, 2015 and 2014, respectively. The increased capitalization of our research and development costs for the three months ended September 30, 2015 was due to the larger volume of projects meeting the capitalization criterion as compared to the same period in 2014.

Sales and Marketing

Sales and marketing costs are presented in the table below:
 
 
Three Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
Sales and marketing

$7,183

 

$8,003

 

($820
)
 
(10
)%
Percentage of total revenue
39
%
 
37
%
 
 
 
 

Sales and marketing costs decreased for the three months ended September 30, 2015, compared to the same period in 2014, primarily due to the restructuring initiatives of the direct sales and marketing organizations associated with our shift away from selling and marketing the lower margin healthcare applications. During the three months ended September 30, 2015, we continued to invest in a platform focused sales and marketing organization in support of our go to market strategy.

General and Administrative

General and administrative costs are presented in the table below:
 
 
Three Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
General and administrative

$3,730

 

$4,111

 

($381
)
 
(9
)%
Percentage of total revenue
20
%
 
19
%
 
 
 
 

General and administrative costs decreased by $0.4 million for the three months ended September 30, 2015, as compared to the same period in 2014 which was primarily a result of a decrease in stock compensation expense of $0.4 million.


SIX MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

Revenue

Revenue derived from our subscription and support and services is presented in the table below:
 
 
Six Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
Subscription and support

$30,915

 

$32,268

 

($1,353
)
 
(4
)%
Services
5,960

 
11,054

 
(5,094
)
 
(46
)%
Total revenue

$36,875

 

$43,322

 

($6,447
)
 
(15
)%

Our total revenue decreased to $36.9 million for the six months ended September 30, 2015 from $43.3 million in the six months ended September 30, 2014, representing a 15% decrease in total revenue.


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Subscription and support revenue was $30.9 million for the six months ended September 30, 2015 as compared to $32.3 million for the six months ended September 30, 2014. The decrease in subscription revenue was primarily due to the planned decline in our healthcare subscription revenue and shift away from lower margin healthcare application business. After adjusting for the planned decline in our healthcare application business, our subscription business has grown 10% period to period.
    
Our services revenue declined to $5.9 million for the six months ended September 30, 2015, as compared to $11.1 million for the six months ended September 30, 2014, respectively, representing a decline of 46%. For the six months ended September 30, 2015, the decline in services revenue is attributed to: 1) an improvement in the ease of implementation of our Platform that results in quicker, less costly installations; 2) improvements in our platform that allow customers to perform portions of the implementations themselves; 3) a reduction in ad hoc service projects with major subscription customers; and 4) shifting away from the development of applications that require significant amount of services to implement to our service partners.

Cost of Revenue

Cost of revenue is presented in the table below:

 
Six Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
Cost of revenue

$18,246

 

$29,592

 

($11,346
)
 
(38
)%
Gross margin
51
%
 
32
%
 
 
 
 

Cost of revenue decreased $11.3 million for the six months ended September 30, 2015 as compared to the same period in 2014. The decrease is primarily attributable to a sharp decline in personnel expense due to the strategic initiative to exit the low margin services business. In addition, the amortization of intangibles decreased due to 2015 fiscal year activity including the write down of our Docsite customer relationships and trademark intangibles associated with the exit of our Docsite healthcare business, as well as the impairment of capitalized software related to healthcare specific projects.

Our gross margin increased to 51% for the six months ended September 30, 2015, as compared with 32% for the same period in 2014. The improved margins were primarily due to the execution of cost savings initiatives related to the changes in our services business discussed above, as well as our planned shift out of lower margin subscription business.


Research and Development

Research and development costs incurred, expensed and capitalized are presented in the table below:
 
 
Six Months Ended September 30,
 
Period-to-Period
Change
 
 
2015
 
2014
 
$    
 
%    
 
 
(In thousands)
 
 
 
Research and development costs incurred

$8,316

 

$7,128

 

$1,188

 
17
%
 
Capitalized internal software costs
(1,526
)
 
(1,429
)
 
(97
)
 
7
%
 
Research and development costs expensed

$6,790

 

$5,699

 

$1,091

 
19
%
 
Percentage of total revenue:
 
 
 
 
 
 
 
 
Research and development costs incurred
23
%
 
16
%
 
 
 
 
 
Research and development costs expensed
18
%
 
13
%
 
 
 
 
 

Research and development costs incurred increased for the six months ended September 30, 2015, as compared to the same period in 2014, primarily due to an increase in development costs associated with our Next-gen and IoT platforms as well as our Covisint "Anywhere" offering.

We capitalized $1.5 million and $1.4 million of internal software (research and development) costs for the six months ended September 30, 2015 and 2014, respectively.

17


Sales and Marketing

Sales and marketing costs are presented in the table below:
 
 
Six Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
Sales and marketing

$14,659

 

$17,775

 

($3,116
)
 
(18
)%
Percentage of total revenue
40
%
 
41
%
 
 
 
 

Sales and marketing costs decreased for the six months ended September 30, 2015, compared to the same period in 2014, primarily due to the restructuring initiatives of the direct sales and marketing organizations associated with our shift away from selling and marketing the lower margin healthcare applications. During the six months ended September 30, 2015, we continued to invest in a platform focused sales and marketing organization in support of our go to market strategy.

General and Administrative

General and administrative costs are presented in the table below:
 
 
Six Months Ended September 30,
 
Period-to-Period
Change
 
2015
 
2014
 
$    
 
%    
 
(In thousands)
 
 
General and administrative

$7,817

 

$9,657

 

($1,840
)
 
(19
)%
Percentage of total revenue
21
%
 
22
%
 
 
 
 

General and administrative costs decreased by $1.8 million for the six months ended September 30, 2015, as compared to the same period in 2014, which was primarily due to a decrease in stock compensation expense of $0.9 million, as well as the continued rationalization of our general and administrative structure.


LIQUIDITY AND CAPITAL RESCOURCES
In summary, our cash flows for the six months ended September 30, 2015 and 2014 were:
 
Six Months Ended September 30,
 
2015
 
2014
Condensed and Consolidated Statement of Cash Flows Data:
(In thousands)
Net cash (used in) operating activities

($3,570
)
 

($10,303
)
Net cash (used in) investing activities
(4,948
)
 
(3,302
)
Net cash provided by financing activities
117

 
8,284

Effect of exchange rate
19

 
(47
)
Net change in cash

($8,382
)
 

($5,368
)

The consolidated statements of cash flows included in this report compute net cash from operating activities using the indirect cash flow method. Therefore, non-cash adjustments and net changes in assets and liabilities (net of effects from acquisitions and currency fluctuations) are adjusted from net income to derive net cash from operating activities.

Cash Flows from Operating Activities
    

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Cash used in operating activities was $6.7 million favorable for the six months ended September 30, 2015, compared to the same period in 2014, primarily due to our improved cost structure as well as favorable working capital fluctuations attributable in part to the advanced payment of annual services fees from a strategic partner contract.

Cash Flows from Investing Activities

Cash used in investing activities typically consists of the purchase of property and equipment associated with our infrastructure and the expenditures on capitalized internal software (research and development) costs related to expanding our cloud-based Platform. In the six months ended September 30, 2015, purchases of property and equipment primarily consisted of leasehold improvements associated with the relocation of our corporate headquarters to Southfield, Michigan in May 2015.

Cash used in investing activities increased $1.6 million for the six months ended September 30, 2015, compared with the same period in 2014, primarily attributable to an increase in cash paid for capital expenditures and leasehold improvements due to the relocation of our corporate headquarters.

For the six months ended September 30, 2015, cash used in investing activities less deprecation exceeded the increase in Property and Equipment and Capitalized Software reported on the Condensed Consolidated Balance Sheets by approximately $1.5 million. The difference is attributable to cash payments made during the six months ended September 30, 2015 on purchases appropriately recorded per U.S. GAAP as increases to Property and Equipment and Accounts Payable on the Consolidated Balance Sheet as of March 31, 2015.

Cash Flows from Financing Activities

Cash provided by financing activities decreased $8.2 million for the six months ended September 30, 2015, as compared with the same period in 2014, primarily due to approximately $7.1 million of net payments from our former parent company in the prior period as well as a $0.7 million reduction in proceeds received from exercises of stock awards.

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RECENTLY ISSUED ACCOUNTING PRONOUCEMENTS

New accounting guidance that we have recently adopted, as well as accounting guidance that has been recently issued, but not yet adopted by us, is included in Note 1 of the notes to the condensed consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report.
CONTRACTUAL OBLIGATIONS

Contractual obligations represent future cash commitments and liabilities under agreements with third parties. There have been no material changes in our commitments under contractual obligations, as disclosed in our Annual Report on Form 10-K for the year ended March 31, 2015.

OFF-BALANCE SHEET ARRANGEMENTS

We currently do not have any off-balance sheet or non-consolidated special purpose entity arrangements as defined by the applicable rules and regulations promulgated by the Securities and Exchange Commission (“SEC”).


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed primarily to market risks associated with foreign currency exchange rates. We do not use derivative financial instruments or forward foreign exchange contracts for investment, speculative or trading purposes. We believe our foreign currency risk is minimal as 85% and 94% of our revenue was based in U.S. dollars for the six months ended September 30, 2015 and 2014, respectively. In addition, we have no long-term assets or liabilities in foreign currencies. We do not have a material exposure to market risk with respect to investments.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving their objectives. Based upon the evaluation of our disclosure controls and procedures as of September 30, 2015, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.


Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Beginning on May 30, 2014, two putative class actions were filed in the U.S. District Court for the Southern District of New York against the Company, directors and certain officers at the time of the Company's initial public offering ("IPO") alleging violation of securities laws in connection with the Company's IPO and seeking unspecified damages. On August 15, 2014, the cases were consolidated with Charles Rankin appointed lead plaintiff. On October 14, 2014, the lead plaintiff filed a consolidated class action complaint (the “Complaint”) alleging violations of Regulation S-K and Sections 11 and 15 of the Securities Act. The Complaint alleges, among other things that the IPO’s registration statement contained (1) untrue statements and omissions of material facts related to the Company’s projected revenues for fiscal 2014, (2) materially inaccurate statements regarding the Company’s revenue recognition policy, and (3) omissions of known trends, uncertainties and significant risk factors as required to be disclosed by Regulation S-K. The Company filed a motion to dismiss the Complaint that the Court denied on July 1, 2015. We believe the Complaint is without merit, and we intend to vigorously defend it. The results of legal proceedings cannot be predicted with certainty. Should we fail to prevail in any of these legal matters, our financial condition and results of operations could be materially adversely affected.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks under the heading "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K filed with the SEC on May 26, 2015, which risks could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in the Annual Report. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable.

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ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS

The following exhibits are filed herewith.
Exhibit Number
 
Description of Document
10.1*+
 
Software License and Hosting Services Agreement dated November 19, 2013 by and between Covisint Corporation and Cisco Systems, Inc.
10.2*+
 
Amendment No. 1 to Software License and Hosting Services Agreement dated December 1, 2014 by and between Covisint Corporation and Cisco Systems, Inc.
10.3*+
 
Statement of Work dated October 1, 2014 by and between Covisint Corporation and Cisco Systems, Inc.
10.4*+
 
Statement of Work dated January 1, 2015 by and between Covisint Corporation and Cisco Systems, Inc.
10.5*+
 
Statement of Work dated February 1, 2015 by and between Covisint Corporation and Cisco Systems, Inc.
10.6*+
 
Statement of Work dated September 29, 2015 by and between Covisint Corporation and Cisco Systems,
10.7*+
 
Statement of Work dated September 30, 2015 by and between Covisint Corporation and Cisco Systems,Inc
10.8*+
 
Statement of Work dated November 5, 2015 by and between Covisint Corporation and Cisco Systems, Inc
31.1*
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
31.2*
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
32.1**
 
Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
  +
 
Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the SEC pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.
  *
 
Indicates an exhibit which is filed herewith.
  **
 
Indicates an exhibit which is furnished herewith.


22

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
COVISINT CORPORATION
 
 
 
Date:
November 12, 2015
By: /s/ Samuel M. Inman, III
 
 
Samuel M. Inman, III
 
 
Chief Executive Officer
 
 
Principal Executive Officer
 
 
 
Date:
November 12, 2015
By: /s/ Enrico Digirolamo
 
 
Enrico Digirolamo
 
 
Chief Financial Officer
 
 
Principal Accounting Officer
 
 
 



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