8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2014

Covisint Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-36088

Michigan (State or other jurisdiction of incorporation or organization)	26-2318591 (I.R.S. Employer Identification No.)
One Campus Martius, Detroit, Michigan (Address of Principal Executive Offices)	48226-5099 (Zip Code)

(Registrant’s telephone number, including area code): (313) 227-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On January 23, 2014, Covisint Corporation (“Covisint”) issued a press release announcing financial results for its third quarter ended December 31, 2013 and certain other information. A copy of the press release is furnished with the Report as Exhibit 99.1. The Registrant intends to hold an investor call and webcast to discuss these results on January 23, 2014, at 4:45 p.m. Eastern time. Additional presentation materials relating to such call are furnished hereto as Exhibit 99.2 and are incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K, including but not limited to statements set forth in the attached press release, may constitute forward-looking statements. These forward looking statements involve a number of known and unknown risks, uncertainties and other factors that may cause such forward-looking statements not to be realized and that could cause actual results to differ materially from Covisint’s expectations in these statements. For more information about other risks that could affect the forward-looking statements herein, please see Covisint’s S-1 and other filings made with the Securities and Exchange Commission. Covisint expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

99.1 Press Release, dated January 23, 2014.

99.2 Presentation materials dated January 23, 2014.

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 hereunto duly authorized.

COVISINT CORPORATION

Date: January 23, 2014                        By:    /s/ Enrico Digirolamo    

Enrico Digirolamo

Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated January 23, 2014
99.2	Presentation materials dated January 23, 2014

EX-99.1

NEWS RELEASE                        
One Campus Martius • Detroit, Michigan 48226
(313) 227-7000

For Immediate Release

January 23, 2014

Covisint Corporation Announces Third Quarter Fiscal 2014 Earnings Results

Subscription revenue of $17.6 million up 21% year-over-year

• Enterprise business unit revenue up 87% year-over-year

• 21 new customer agreements signed in Q3

• Signs Cisco partnership agreement; focus on Internet of Everything

DETROIT -- January 23, 2014 -- Covisint Corporation (Nasdaq: COVS), provider of a leading cloud engagement platform, today announced financial results for the third quarter of its fiscal 2014 ended December 31, 2013.

“Covisint continues to produce strong gains in subscription revenue, with a 21% increase year-over-year in Q3,” said David McGuffie, President and CEO of Covisint. “We are pleased with our subscription revenue growth, which was driven by both new and existing customer agreements. We expect that subscription revenue will continue to become a larger part of our revenue mix going forward, as the investments we have made in the platform for delivering repeatable, frictionless deployments is paying off for our customers.”

Third Quarter 2014 Financial Highlights

Revenues: Revenue in the subscription and support segment increased 21% year-over-year to $17.6 million. Services revenue was $6.5 million, which was 30% lower year-over-year. Revenues for the third quarter increased by 1% year-over-year to $24.1 million.

Gross Profit: During the third quarter, GAAP gross profit was $10.4 million. GAAP gross margin for Q3 was 43%.

Non-GAAP gross profit for the third quarter of 2014 was $12.3 million. Non-GAAP gross margin was 51% for the quarter.

Earnings: In the third quarter, GAAP diluted earnings per share were ($0.22) compared to ($0.01) in the same quarter last year. Non-GAAP diluted EPS was ($0.10) compared to ($0.09) in the same quarter last year.

Third Quarter Fiscal 2014 Business Highlights

In the third quarter, Covisint:

• signed a strategic agreement with Cisco. Under the agreement, Cisco will embed Covisint technology within the Cisco exchange platform to provide high-value solutions to customers worldwide;

• announced a Covisint-sponsored webinarIs Your ACO’s Data Secure and Integrated?, focused on keys to securing and sharing health information in the cloud. The webinar featured experts in security, cloud and healthcare discussing solutions to the data integration and security roadblocks faced by healthcare providers and payers;

• announced the availability of the newest features of the Covisint platform. This new release enables enterprises to rapidly meet users’ emerging mobility expectations for access to digital information and services whenever they want, wherever they want and on any device they choose;

• released the results of a new study that highlights how the car-buying public perceives automotive value related to cloud-based, connected services. The Covisint-sponsored study reveals that, unlike traditional product and feature sets that are at highest value when new, the value of connected

services starts at, essentially, zero, and grows over the lifetime of the vehicle. This concept turns automakers’ past subscription pricing models and defined contract periods on their collective head;

• released a study on software-as-a-service and cloud adoption priorities in the enterprise that showed how organizations struggle to obtain visibility and governance into SaaS usage, security and performance; and,

• growth in the Enterprise business unit, providing solutions to enterprises outside of the automotive and healthcare verticals, revenue grew 87% on a year-over-year basis.

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 1.800.230.1074 and the international dial-in number is 1.612.234.9960. 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. A conference call presentation is also available on the site.

For those unable to participate in the conference call, a replay will be available after the conclusion of the earnings call on January 23, 2014, through January 30, 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 313361.

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 Vimeo

• 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.

Media Contact

Brad Schechter, bschecht@covisint.com, 313.227.1290

Investor Relations Contact

866.319.7659, investors@covisint.com

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION
CONDENSED AND CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
	December 31, 2013			December 31, 2012
ASSETS
CURRENT ASSETS:
Cash	$	54,770		$	—
Accounts receivable, net	18,990			20,103
Deferred tax asset, net	1,382			2,119
Other current assets	6,267			5,681
Due from parent and affiliates	2,046			—
Total current assets	83,455			27,903
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION	3,460			2,658
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET	23,523			24,278
OTHER:
Goodwill	25,385			25,385
Deferred costs	7,336			10,666
Deferred tax asset, net	135			—
Other assets	858			1,594
Total other assets	33,714			37,645
TOTAL ASSETS	$	144,152		$	92,484
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,114		$	1,342
Accrued commissions	1,586			1,371
Deferred revenue	15,575			15,683
Accrued expenses	3,617			3,171
Total current liabilities	22,892			21,567
DEFERRED REVENUE	13,935			20,377
ACCRUED EXPENSES	21			547
DEFERRED TAX LIABILITY, NET	2,891			5,301
Total liabilities	39,739			47,792
COMMITMENTS AND CONTINGENCIES	—			—
SHAREHOLDER’S EQUITY:
Common Stock	—			—
Parent company's net investment	—			44,692
Additional paid-in capital	133,391			—
Retained deficit	(29,019		)	—
Accumulated other comprehensive income (loss)	41			—
Total shareholders' equity	104,413			44,692
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	144,152		$	92,484

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   December 31,						Nine Months Ended   December 31,
	2013			2012			2013			2012
REVENUE	$	24,109		$	23,801		$	72,735		$	65,020
COST OF REVENUE	13,660			12,173			41,096			34,022
GROSS PROFIT	10,449			11,628			31,639			30,998
	43		%	49		%	43		%	48		%
OPERATING EXPENSES:
Research and development	3,533			480			9,362			898
Sales and marketing	8,484			6,510			26,610			18,504
General and administrative	6,724			4,787			21,338			13,867
Total operating expenses	18,741			11,777			57,310			33,269
INCOME (LOSS) BEFORE INCOME TAX PROVISION	(8,292		)	(149		)	(25,671		)	(2,271		)
INCOME TAX PROVISION	22			31			59			88
NET INCOME (LOSS)	$	(8,314	)	$	(180	)	$	(25,730	)	$	(2,359	)
DILUTED EPS COMPUTATION
Numerator: Net income	$	(8,314	)	$	(180	)	$	(25,730	)	$	(2,359	)
Denominator:
Weighted-average common shares outstanding	37,363			30,003			32,599			30,003
Dilutive effect of stock awards	—			—			—			—
Total shares	37,363			30,003			32,599			30,003
Diluted EPS	$	(0.22	)	$	(0.01	)	$	(0.79	)	$	(0.08	)

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 December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
REVENUE	$	24,109		$	23,801		$	72,735		$	65,020
COST OF REVENUE	11,812			10,897			35,345			30,530
GROSS PROFIT	12,297			12,904			37,390			34,490
	51		%	54		%	51		%	53		%
OPERATING EXPENSES:
Research and development	4,391			4,726			13,070			12,745
Sales and marketing	7,289			6,368			21,223			18,112
General and administrative	4,229			4,423			13,429			12,820
Total operating expenses	15,909			15,517			47,722			43,677
INCOME (LOSS) BEFORE INCOME TAX PROVISION	(3,612		)	(2,613		)	(10,332		)	(9,187		)
INCOME TAX PROVISION	22			31			59			88
NET INCOME (LOSS)	$	(3,634	)	$	(2,644	)	$	(10,391	)	$	(9,275	)
DILUTED EPS COMPUTATION
Numerator: Net income	$	(3,634	)	$	(2,644	)	$	(10,391	)	$	(9,275	)
Denominator:
Weighted-average common shares outstanding	37,363			30,003			32,599			30,003
Dilutive effect of stock awards	—			—			—			—
Total shares	37,363			30,003			32,599			30,003
Diluted EPS	$	(0.10	)	$	(0.09	)	$	(0.32	)	$	(0.31	)

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 December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
Gross profit	$	10,449		$	11,628		$	31,639		$	30,998
Gross profit %	43		%	49		%	43		%	48		%
Adjustments:
Stock compensation expense—cost of revenue	137			1			735			2
% of total revenue	1		%	—		%	1		%	—		%
Cost of revenue—amortization of capitalized software	1,711			1,275			5,016			3,490
% of total revenue	7		%	5		%	7		%	5		%
Adjusted gross profit	$	12,297		$	12,904		$	37,390		$	34,490
Adjusted gross profit %	51		%	54		%	51		%	53		%
	Three Months Ended December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
Cost of revenue	$	13,660		$	12,173		$	41,096		$	34,022
Adjustments:
Stock compensation expense	137			1			735			2
Cost of revenue - amortization of capitalized software	1,711			1,275			5,016			3,490
Cost of revenue, non-GAAP	$	11,812		$	10,897		$	35,345		$	30,530
	Three Months Ended December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
Research and development	$	3,533		$	480		$	9,362		$	898
Adjustments:
Capitalized internal software costs	(1,016		)	(4,247		)	(4,364		)	(11,848		)
Stock compensation expense	158			1			656			1
Research and development, non-GAAP	$	4,391		$	4,726		$	13,070		$	12,745
	Three Months Ended December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
Sales and marketing	$	8,484		$	6,510		$	26,610		$	18,504
Adjustments:
Stock compensation expense	1,118			52			5,154			120

Amortization of customer relationship agreements	77			90			233			272
Sales and marketing, non-GAAP	$	7,289		$	6,368		$	21,223		$	18,112
	Three Months Ended December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
General and administrative	$	6,724		$	4,787		$	21,338		$	13,867
Adjustments:
Stock compensation expense	2,495			342			7,869			982
Amortization of trademarks	—			22			40			65
General and administrative, non-GAAP	$	4,229		$	4,423		$	13,429		$	12,820
	Three Months Ended December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
Net income (loss)	$	(8,314	)	$	(180	)	$	(25,730	)	$	(2,359	)
Adjustments:
Capitalized internal software costs	(1,016		)	(4,247		)	(4,364		)	(11,848		)
Stock compensation expense	3,908			396			14,414			1,105
Amortization of intangibles	1,788			1,387			5,289			3,827
Net income (loss), non-GAAP	$	(3,634	)	$	(2,644	)	$	(10,391	)	$	(9,275	)
	Three Months Ended December 31,						Nine Months Ended December 31,
	2013			2012			2013			2012
Diluted EPS	$	(0.22	)	$	(0.01	)	$	(0.79	)	$	(0.08	)
Adjustments:
Capitalized internal software costs	(0.03		)	(0.14		)	(0.13		)	(0.39		)
Stock compensation expense	0.10			0.01			0.44			0.04
Amortization of intangibles	0.05			0.05			0.16			0.12
Diluted EPS, non-GAAP	$	(0.10	)	$	(0.09	)	$	(0.32	)	$	(0.31	)

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION
CONDENSED, COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
	Nine Months Ended   December 31,
	2013			2012
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income (loss)	$	(25,730	)	$	(2,359	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
Depreciation and amortization	6,423			4,738
Deferred income taxes	43			(91		)
Stock award compensation	14,413			1,105
Other	—			60
Net change in assets and liabilities, net of effects from currency fluctuations:
Accounts receivable	6,464			677
Other assets	1,891			2,182
Accounts payable and accrued expenses	(376		)	(323		)
Deferred revenue	(5,730		)	(6,004		)
Net cash provided by (used in) operating activities	$	(2,602	)	$	(15	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of:
Property and equipment	(1,936		)	(636		)
Capitalized software	(4,364		)	(11,848		)
Net cash used in investing activities	$	(6,300	)	$	(12,484	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
Net investment from parent company	—			12,881
Cash payments from parent company	53,208			—
Cash payments to parent company	(57,942		)	—
Proceeds from Initial Public Offering	68,448
Initial public offering costs	(1,397		)	(382		)
Net proceeds from exercise of stock awards	332
Net cash provided by financing activities	$	62,649		$	12,499
EFFECT OF EXCHANGE RATE CHANGES ON CASH	57			—
NET CHANGE IN CASH	53,804			—
CASH AT BEGINNING OF PERIOD	966			—
CASH AT END OF PERIOD	$	54,770		$	—

EX-99.2

Covisint Corporation: Third Quarter Fiscal 2014 Results January 23, 2014

Forward Looking Information This presentation contains “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business and results of operations; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding future events, potential markets or market size, technology developments, or enforceability of our intellectual property rights; and any statements of assumptions underlying any of the foregoing. These statements are based on estimates and information available to us at the time of this presentation and are not guarantees of future performance. Actual results could differ materially from our current expectations as a result of many factors, including but not limited to: quarterly fluctuations in our business and results of operations; our ability to address market needs and sell our applications and services successfully; the general market conditions of the industry; and the effects of competition. These and other risks and uncertainties associated with our business are described in the prospectus for our IPO. We assume no obligation and do not intend to update these forward-looking statements. In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These historical and forward-looking non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP measures is included in the appendix to this presentation. Covisint is a registered trademark of Covisint Corporation. This presentation also contains additional trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. 2

Business Highlights for FY14 Q3 • 21% Y/Y Q3 subscription revenue growth • 21 signed agreements with new customers; 21 agreements with existing customers • Continued progress on acquiring the people, process and products needed for optimal full spin from CPWR • Finalized key initiatives around Cisco partnership • Released platform innovations around mobile support, self- administration and APIs 3

$0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 FY'11 FY'12 FY'13 9 Mos. FY'13 9 Mos. FY'14 Subscription – Revenue Growth 4 $41.2 $57.0 $49.2 $45.0 ($MM) • Subscription revenue growth rate for Q3 was 21% • For the nine months ended December 31, 2013, growth rate at 20% $49.7 Nine Months Comparison

54% 56% 58% 60% 62% 64% 66% 68% 70% 72% 4Q'FY13 1Q'FY14 2Q'FY14 3Q'FY14 9 Mos. FY'13 9 Mos. FY'14 Subscription – Revenue Mix 5 66% 66% 61% • For FY14 Q3, subscription revenue represented 73% of total revenue • For the nine months ended December 31, 2013, subscription revenue represents 68% of total vs. 63% in the prior year 73% 63% 68% Nine Months Comparison

FY14 Q3 Revenue Distribution 6 Business Unit Revenue Y/Y Growth Automotive $10.6 M (22%) Healthcare $8.0 M 9% Enterprise $5.5 M 87% Total $24.1 M 1% Automotive • Continued success in connected owner initiatives • Services revenue declined at GM as launches took place Healthcare • Reached key population health management agreement • First healthcare initiative in APAC; additional demand in the geography Enterprise • Continued interest in the Internet of Things • Growing demand for security, integration and presentation to optimize operational business models

Non-GAAP* Income Statement ($ in thousands) FY14 Q3 Non-GAAP Financial Overview Highlights • Subscription revenue increased 21% Y/Y • Services decreased 30% Y/Y • Gross margin consistent with recent quarters Guidance Summary 7 Y/Y Q/Q REVENUE Subscription 17,586 21% 9% Services 6,523 (30%) (22%) Total revenue 24,109 1% (2%) COST OF REVENUE 11,812 8% (1%) GROSS PROFIT 12,297 (5%) (3%) Gross margin 51% OPERATING EXPENSES Research and development 4,391 (7%) 5% Sales and marketing 7,289 14% 8% Administrative and general 4,229 (4%) 4% Total operating expenses 15,909 Income (loss) before tax (3,612) Income tax provision 22 NET INCOME (LOSS) (3,634) Diluted EPS (0.10) *Excludes the impact of stock option compensation and the expensing of certain R&D costs (rather than capitalizing such costs). FY14 Q4 FY14 Subscription Revenue** 18-20% 18-20% Services Revenue** (11)-(9%) (5)-0% Total Revenue** 6-8% 10-12% Net Income ($15 M) – ($12 M) Total Shares 37.5 M **Y/Y growth

Appendix

FY14 Q3 Non-GAAP Reconciliation 9 General and administrative 6,724 Adjustments: Stock compensation expense 2,495 Amortization of trademarks 0 General and administrative, non-GAAP 4,229 Net income (loss) (8,314) Adjustments: Capitalized internal software costs (1,016) Stock compensation expense 3,908 Amortization of intangibles 1,788 Net income (loss), non-GAAP (3,634) Diluted EPS (0.22) Adjustments: Capitalized internal software costs (0.03) Stock compensation expense 0.10 Amortization of intangibles 0.05 Diluted EPS, non-GAAP (0.10) FY14 Q3 FY14 Q3 FY14 Q3 Cost of revenue 13,660 Adjustments: Stock compensation expense 137 Cost of revenue - amortization of capitalized software 1,711 Cost of revenue, non-GAAP 11,812 Research and development 3,533 Adjustments: Capitalized internal software co ts (1,016) Stock compensation expense 158 Research and development, non-GAAP 4,391 Sales and marketing 8,484 Adjustments: Stock compensation expense 1,118 Amortization of cust mer relationship agre m nts 77 Sales and marketing, non-GAAP 7,289 FY14 Q3 FY14 Q3 FY14 Q3 *Excludes the impact of stock option compensation and the expensing of certain R&D costs (rather than capitalizing such costs).