10-Q

As filed with the Securities and Exchange Commission on August 7, 2014.

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 June 30, 2014

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)

One Campus Martius, Suite 700, Detroit, Michigan 48226-5099

(313) 961-4100

(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 August 7, 2014, there were outstanding 37,892,408 shares of Common Stock, no par value, of the registrant.

PART I. FINANCIAL INFORMATION
Item 1. Financial statements and related notes to Condensed Consolidated financial statements	2
Report of Independent Registered Public Accounting Firm	2
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Comprehensive Loss	4
Condensed Consolidated Statements of Shareholders' Equity	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated financial statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosure about Market Risk	22
Item 4. Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 5. Other Information	24
Item 6. Exhibits	25
SIGNATURES	26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Covisint Corporation

Detroit, Michigan

We have reviewed the accompanying condensed consolidated balance sheet of Covisint Corporation and subsidiaries (the “Company”) as of June 30, 2014, and the related condensed consolidated statements of comprehensive loss and cash flows for the three-month periods ended June 30, 2014 and 2013, and shareholders’ equity for the three-month period ended June 30, 2014. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Covisint Corporation and subsidiaries as of March 31, 2014, and the related consolidated statements of comprehensive loss, shareholders’ equity, and cash flows of the Company, for the year then ended (not presented herein); and in our report dated May 30, 2014, we expressed an unqualified opinion on those consolidated financial statements (which report includes an explanatory paragraph referring to the financial statements prior to January 1, 2013 being prepared from the records of Compuware Corporation). In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2014 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

August 7, 2014

2

COVISINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)

	June 30, 2014			March 31, 2014
ASSETS
CURRENT ASSETS:
Cash		$43,129			$49,536
Accounts receivable, net	18,732			21,838
Deferred tax asset, net	677			1,017
Due from parent and affiliates	4,136			2,813
Other current assets	6,599			5,983
Total current assets	73,273			81,187
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION	4,940			4,751
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET	22,047			23,040
OTHER:
Goodwill	25,385			25,385
Deferred costs	5,198			6,188
Deferred tax asset, net	127			131
Other assets	754			766
Total other assets	31,464			32,470
TOTAL ASSETS		$131,724			$141,448
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		$3,963			$3,893
Accrued commissions	1,245			1,640
Deferred revenue	14,806			16,606
Accrued expenses	3,649			3,752
Due to parent and affiliates	—			—
Total current liabilities	23,663			25,891
DEFERRED REVENUE	9,119			11,223
ACCRUED LIABILITIES	56			56
DEFERRED TAX LIABILITY, NET	2,421			2,668
Total liabilities	35,259			39,838
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 37,601,019 (37,490,500 issued and outstanding as of March 31, 2014)	—			—
Additional paid-in capital	147,533			140,569
Retained deficit	(51,063		)	(38,947		)
Accumulated other comprehensive income (loss)	(5		)	(12		)
Total shareholders' equity	96,465			101,610
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$131,724			$141,448

See notes to condensed consolidated financial statements.

3

COVISINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In Thousands, Except Per Share Data)

(Unaudited)

	Three Months Ended   June 30,
	2014			2013
REVENUE		$21,587			$24,101
COST OF REVENUE	15,266			13,310
GROSS PROFIT	6,321			10,791
OPERATING EXPENSES:
Research and development	3,116			2,585
Sales and marketing	9,772			7,339
General and administrative	5,546			5,534
Total operating expenses	18,434			15,458
OPERATING LOSS	(12,113		)	(4,667		)
Other income	22			—
LOSS BEFORE INCOME TAX PROVISION	(12,091		)	(4,667		)
INCOME TAX PROVISION	25			3
NET LOSS		($12,116	)		($4,670	)
Basic and diluted loss per share		($0.32	)		($0.16	)
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments		$7			($1	)
OTHER COMPREHENSIVE INCOME, NET OF TAX	7			(1		)
COMPREHENSIVE LOSS		($12,109	)		($4,671	)

See notes to condensed consolidated financial statements.

4

COVISINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

THREE MONTHS ENDED JUNE 30, 2014

(In Thousands, Except Share Data)

(Unaudited)

	Common Stock			Additional Paid-In			Retained			Accumulated Other Comprehensive			Total Shareholders'
	Shares	Amount		Capital			Earnings			Income (Loss)			Equity
Balance at March 31, 2014	37,490,500		$—		$140,569			($38,947	)		($12	)		$101,610
Net loss							(12,116		)				(12,116		)
Parent contribution of stock awards and related taxes, net				(12		)							(12		)
Covisint stock compensation (Note 5)				2,479									2,479
Covisint stock option exercises	110,519			196									196
Income taxes				4,301									4,301
Foreign currency translation										7			7
Balance at June 30, 2014	37,601,019		$—		$147,533			($51,063	)		($5	)		$96,465

See notes to condensed consolidated financial statements.

5

COVISINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Three Months Ended   June 30,
	2014			2013
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net loss		($12,116	)		($4,670	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
Depreciation and amortization	2,343			2,092
Deferred income taxes	(53		)	4
Stock award compensation	2,619			486
Net change in assets and liabilities:
Accounts receivable	3,108			2,538
Other assets	458			618
Accounts payable and accrued expenses	(438		)	(1,078		)
Deferred revenue	(3,898		)	(275		)
Net cash provided by (used in) operating activities	(7,977		)	(285		)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of:
Property and equipment	(820		)	(171		)
Capitalized software	(790		)	(1,952		)
Net cash used in investing activities	(1,610		)	(2,123		)
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
Cash payments from parent company	8,775			26,224
Cash payments to parent company	(5,787		)	(23,103		)
Initial public offering costs	—			(299		)
Net proceeds from exercise of stock awards	196			—
Net cash provided by financing activities	3,184			2,822
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(4		)	8
NET CHANGE IN CASH	(6,407		)	422
CASH AT BEGINNING OF PERIOD	49,536			966
CASH AT END OF PERIOD		$43,129			$1,388

See notes to condensed consolidated financial statements.

6

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 and subsidiaries, a Michigan corporation majority-owned by Compuware Corporation (“Compuware” or the “Parent”).

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 June 30, 2014, 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 evaluated subsequent events through the date its financial statements were issued.

These financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K. Prior to April 1, 2014, the Compuware allocation was recorded within general and administrative expense. Effective April 1, 2014, the allocation was replaced with actual expenses and these have been recorded in each respective line item. Other than this allocation, there have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2014 Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company adopted this ASU effective April 1, 2014, and the adoption did not have a significant impact on the Company's financial statements.

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. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not 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):

	June 30, 2014
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$49,778		($28,772	)		$21,006
Customer relationship agreements(3)	4,715		(4,032		)	683
Trademarks(4)	340		(340		)	—
Total amortizing intangible assets		$54,833		($33,144	)		$21,689

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	March 31, 2014
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$48,989		($27,067	)		$21,922
Customer relationship agreements(3)	4,715		(3,955		)	760
Trademarks(4)	340		(340		)	—
Total amortizing intangible assets		$54,044		($31,362	)		$22,682

_____________________________________________________

(1) The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. 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.

(3) Amortization of customer relationship agreements is included in “sales and marketing” in the condensed consolidated statements of comprehensive loss. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years.

(4) Amortization of trademarks is included in “general and administrative” in the condensed consolidated statements of comprehensive loss. Trademarks were acquired as part of acquisitions and are being amortized over three years.

Amortization expense of intangible assets was $1.8 million and $1.7 million for the three months ended June 30, 2014 and 2013, respectively. Estimated future amortization expense, based on identified intangible assets at June 30, 2014, is expected to be as follows (in thousands):

	At June 30, 2014 for the Year Ending March 31,
	2015		2016		2017		2018		2019
Capitalized software		$5,170		$6,226		$5,277		$3,238		$933
Customer relationships	231		308		144		—		—
Total		$5,401		$6,534		$5,421		$3,238		$933

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 June 30,
	2014			2013
Basic loss per share:
Numerator: Net loss		($12,116	)		($4,670	)
Denominator:
Weighted-average common shares outstanding	37,499			30,003
Basic loss per share		($0.32	)		($0.16	)
Diluted loss per share:
Numerator: Net loss		($12,116	)		($4,670	)
Denominator:
Weighted-average common shares outstanding	37,499			30,003
Dilutive effect of stock awards	—			—
Total shares	37,499			30,003
Diluted loss per share		($0.32	)		($0.16	)

8

Stock awards to purchase approximately 4,531,000 and 4,274,000 shares for the three months ended June 30, 2014 and 2013, respectively, were excluded from the diluted EPS calculation because they were anti-dilutive.

4.    COMMITMENTS AND CONTINGENCIES

Contractual Obligations

The Company entered into standalone operating lease agreements for its Shanghai, China and Detroit locations in the first quarter of our fiscal year 2015. The Shanghai lease expires on April 30, 2017 and does not contain any purchase obligations associated with the lease. The total future minimum lease obligation of the Shanghai lease is approximately $1.5 million as of June 30, 2014. The lease agreement for the Company's Detroit location expires 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. We believe these lawsuits are without merit, and we intend to vigorously defend them. The Company currently has no other outstanding material litigation.

5.    BENEFIT PLANS

Compuware Stock-Based Compensation Plans

As the Company is a majority-owned subsidiary of Compuware, certain Covisint employees have been granted Compuware stock compensation awards. In accordance with the provisions of Staff Accounting Bulletin (“SAB”) 1.B.1, “Costs Reflected in Historical Financial Statements,” the expense for these awards is included within the condensed consolidated statements of comprehensive loss.

Compuware Stock Option Activity

A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of June 30, 2014, and changes during the three months then ended is presented below. Shares and intrinsic value are presented in thousands.

	Three Months Ended June 30, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of April 1, 2014	472			$9.23
Granted	—
Exercised	(29	)	8.12				$59
Forfeited	(26	)	9.84
Cancelled/expired	(12	)	11.16
Options outstanding as of June 30, 2014	405			$9.21	1.77		$366
Options vested and expected to vest, net of estimated forfeitures, as of June 30, 2014	393			$9.19	1.72		$366
Options exercisable as of June 30, 2014	279			$8.90	1.23		$357

The vesting schedule of options has varied over the years with the following vesting terms being the most common: (1) 50 percent of shares vest on the third anniversary date and 25 percent on the fourth and fifth anniversary dates; (2) 25 percent of

9

shares vest on each annual anniversary date over four years; or (3) 30 percent of shares vest on the first and second anniversary dates and 40 percent vest on the third anniversary date.

All options were granted with exercise prices at or above fair market value on the date of grant and expire ten years from the date of grant. Option expense is recognized on a straight-line basis over the vesting period unless the options vest more quickly than the expense would be recognized. In this case, additional expense is taken to ensure the expense is proportionate to the percent of options vested at any point in time.

During the three months ended June 30, 2014, 1,376 Compuware option shares granted to Covisint employees vested, with an average fair value of $8.63 per share.

Compuware Restricted Stock Units

A summary of non-vested restricted stock units (“RSUs”) activity for Covisint employees and directors under the Compuware LTIP as of June 30, 2014, and changes during the three months then ended is presented below. Shares and intrinsic value are presented in thousands.

	Three Months Ended June 30, 2014
	Shares		Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value
Non-vested RSU outstanding at April 1, 2014	182
Granted	—
Released	(32	)				$320
Forfeited	(4	)
Dividend equivalents, net	1			$9.74
Non-vested RSU outstanding at June 30, 2014	147

RSUs have various vesting terms related to the purpose of the award. The most common vesting term is 25 percent of shares vest on each annual anniversary date over four years.

The awards are settled by the issuance of one common share of Compuware stock for each unit upon vesting and vesting accelerates upon death, disability or a change in control of Compuware.

Compuware paid quarterly dividends of $0.125 per share. As a result of these dividend payments, approximately 967 dividend equivalent shares were issued to participants holding non-vested RSUs as of the dividend record date during the three months ended June 30, 2014, respectively.

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 attains one year of service. During the three months ended June 30, 2014 and 2013, the Company expensed $0.2 million and $0.2 million related to this program.

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, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 4.5 million common shares of Covisint for issuance under this plan. On December 30, 2013, the Board of Directors of Covisint Corporation adopted the First Amendment to the 2009 Covisint LTIP, subject to shareholder approval. The Amendment increased the number of shares of Covisint’s common stock available for issuance pursuant to stock-based awards granted under the LTIP by 3 million shares (increasing the number of shares available for issuance under the LTIP from 4.5 million to 7.5 million). On January 2, 2014, Compuware, as holder of the majority of the outstanding shares of the Company's common stock, approved the Amendment to increase the shares available. The increase in shares set forth in the Amendment became effective on February 13, 2014, twenty (20) days after the date of mailing of the Company’s Schedule 14C Information Statement to the Company's shareholders.

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As of June 30, 2014, there were 4.4 million stock options outstanding from the 2009 Covisint LTIP. The Company recognized stock compensation expense of $2.6 million for the three months ended June 30, 2014.

Certain individuals, who received stock options from the 2009 Covisint LTIP, were also eligible to be awarded performance-based stock awards (“PSAs”) from the Compuware 2007 LTIP. As of June 30, 2013, there were 631,000 PSAs that were cancelled upon the closing of the Covisint IPO. PSA expense totaling $0.2 was recorded to “general and administrative” during the three months ended June 30, 2013. As the PSAs were cancelled upon IPO, no expense was recognized during the three months ended June 30, 2014.

Stock Option Activity

A summary of option activity under the Company’s stock-based compensation plans as of June 30, 2014, and changes during the three months then ended is presented below (shares and intrinsic value in thousands):

	Three Months Ended June 30, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of April 1, 2014	4,458			$3.48
Granted	140		7.20
Exercised	(111	)	1.77
Forfeited	(69	)	9.39
Options outstanding as of June 30, 2014	4,418			$3.54	3.38		$9,698
Options vested and expected to vest, net of estimated forfeitures, as of June 30, 2014	4,346			$3.42	3.28		$9,698
Options exercisable as of June 30, 2014	1,954			$2.58	2.11		$5,002

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 10 years from the date of grant unless expiration has been otherwise accelerated in accordance with a termination and/or separation agreement.

For the quarter ended June 30, 2014, 110,519 options were exercised by participants of the 2009 Covisint LTIP.

Stock Awards Compensation

For the three months ended June 30, 2014 and 2013, respectively, stock awards compensation expense was recorded as follows in thousands:

	Three Months Ended June 30,
	2014		2013
Stock awards compensation classified as:
Cost of revenue		$515		$5
Research and development	66		47
Sales and marketing	605		47
General and administrative	1,432		387
Total stock awards compensation expense before income taxes		$2,618		$486

Total stock awards compensation expense before income taxes of $2.6 million for the three months ended June 30, 2014, is comprised of $1.5 million of stock compensation expense according to the normal expense recognition schedule of the grant and

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$1.1 million of expense recognized due to employee terminations, which, pursuant to the terms of these options, accelerated vesting.

As of June 30, 2014, total unrecognized compensation cost of $5.5 million, net of estimated forfeitures, related to nonvested equity awards granted is expected to be recognized over a weighted-average period of approximately 1.5 years. The following table summarizes the Company’s future recognition of its unrecognized compensation cost related to stock awards as of June 30, 2014 (in thousands).

	Year Ending March 31,
Stock-Based Compensation Plan:	Total		2015		2016		2017		2018
Covisint		$5,381		$2,761		$1,715		$543		$362
Compuware	156		30		89		37		—
Total		$5,537		$2,791		$1,804		$580		$362

In order for Compuware to retain over eighty percent (80%) ownership of Covisint common stock to qualify under the United States Internal Revenue Code Section 355 for a subsequent tax-free distribution of its shares in Covisint to Compuware shareholders, in early June 2014, (a) Covisint issued tandem stock appreciation rights (“SARs”) to its option holders who had options exercisable in 2014; and (b) Covisint and Compuware entered into a Purchase Agreement for Compuware to purchase from Covisint shares of Covisint common stock to fund Covisint’s cash outlay resulting from the exercise of the SARs. Due to Compuware's purchase of 1,381,920 shares of Covisint common stock in the open market during June 2014, Compuware owns sufficient shares of Covisint to maintain its ownership percentage despite the exercise of outstanding vested Covisint options. Accordingly, the tandem SARs were no longer necessary, and, on June 17, 2014, Covisint rescinded the tandem SARs granted to its option holders. On June 20, 2014, Compuware and Covisint agreed to terminate the Purchase Agreement, with a termination date of June 20, 2014.

6.    RELATED PARTY TRANSACTIONS

The Company previously utilized professional services staff of Compuware to provide certain services to customers and to provide additional resources for research and development activities. These costs were included in “cost of revenue” and “research and development” as applicable. Effective January 31, 2014, Compuware sold substantially all of the assets related to Compuware's Professional Services business unit to Marlin Equity Partners. As such, related party charges for professional services totaled $0.0 million and $0.7 million for the three months ended June 30, 2014 and 2013, respectively.

Certain related party transactions are settled in cash and are reflected as due to or due from parent and affiliates within the condensed consolidated balance sheet. At June 30, 2014, the Company had a net receivable due from parent of $4.1 million as compared to a net receivable of $2.8 million at March 31, 2014. The activity in the three months ended June 30, 2014 was primarily comprised of Compuware's repayment of the ($2.8) million receivable as of March 31, 2014, and $4.2 million related to the required payment from Compuware for its use of the Company’s tax loss and other tax related attributes. This activity was partially offset by ($0.1) million due to miscellaneous intercompany activity, primarily working capital movements such as customer collections and vendor payments. Compuware is the lessor of the Company's Detroit real estate lease.

7.    SUBSEQUENT EVENTS

On July 1, 2014, the Company granted Mr. Inman an option to purchase 750,000 shares of the Company’s common stock with an exercise price of $4.86 per share. The option vests in three equal parts on the first three anniversaries of the grant date. All of the unvested option shares will immediately vest and be exercisable on the date of the termination of Mr. Inman’s employment through the option expiration date: (1) in the event that the Mr. Inman ceases to be employed due to his death or disability; (2) under the circumstances set forth in Mr. Inman’s Severance Agreement; (3) in the event Mr. Inman is terminated by the Company without Cause as defined in the Severance Agreement; or (4) if he is constructively terminated following the effective date of a change in control of the Company.

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On July 1, 2014, the Company granted Mr. Inman 182,193 restricted stock units, which vest in equal parts on the first three anniversaries of the grant date. All of the unvested restricted stock units will immediately vest and become non-forfeitable on the date of the termination of Mr. Inman’s employment: (1) in the event that Mr. Inman ceases to be employed due to his death or disability; (2) under the circumstances set forth in Mr. Inman’s Severance Agreement; (3) in the event Mr. Inman is terminated by the Company without Cause as defined in the Severance Agreement; or (4) if he is constructively terminated following the effective date of a change in control of the Company.

On August 4, 2014, the Company received from Compuware $4.1 million, the balance due from parent and affiliates as of June 30, 2014.

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

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 elsewhere in this report. In addition to historical financial information, the following discussion 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 elsewhere in this report under “Part II, Other Information—Item 1A, 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 a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners, and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs.

We believe a wide variety of organizations will benefit from using our cloud-based technologies to meet their external collaboration requirements with their customers, business partners and suppliers. We believe there is a growing available market for our technologies. We believe the use of our solutions and the development of our markets are at very early stages and that it is important that we build brand awareness, develop strategic partners and invest in our platform, vertical solutions, infrastructure and sales and marketing to maintain and extend our leadership in the cloud-based services market.

The majority of our revenue is generated through subscription and support fees paid to enable our customers to access our platform. Subscription and support revenue accounted for $15.5 million and $15.9 million, or 72% and 66% of our total revenue, for the three months ended June 30, 2014 and 2013, respectively. We also generate revenue from the provision of services related to implementation, solution deployment and on-boarding of new customers onto our platform, and the performance of projects and enhancements. Services revenue accounted for $6.1 million and $8.2 million, or 28% and 34% of our total revenue, for the three months ended June 30, 2014 and 2013, respectively.

Since March 2014, the Company has undertaken a substantive review of all aspects of its business, including a review of the Company’s leadership, organizational structure, sales performance, product, and deployment of resources. As a result of this assessment, the Company has undertaken a series of strategic initiatives to refocus and reposition the Company for success in fiscal year 2016 and beyond. We accelerated the Company’s transition from a services and software company to a true cloud-based enterprise software company with a go-to market strategy based upon repeatable, platform-based sales. We are enhancing the ability of our customers and service partners to implement and develop on the platform with limited involvement of Company resources. We are investing in developing our relationships with strategic partners, like Cisco Systems, Inc., who provide extensive

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global sales presence to access customers that we would not otherwise reach, thereby providing Covisint with additional scale and bandwidth to sell our core subscription business. We launched our certified partner program and aggressively moved to enhance our partners’ abilities to provide service to our customers by agreeing to transfer some of our customer service employees to one of our certified partners. Finally, on May 22, 2014, the Company effectuated a reduction in force of contractors and 69 employees in sales, marketing, operations and research and development. In addition, 21 employees left the company during the three months ended June 30, 2014 through normal attrition.

The automotive industry accounted for 45% and 53% of our total revenue for the three months ended June 30, 2014 and 2013, respectively. The healthcare industry accounted for 32% and 31% of our total revenue for the three months ended June 30, 2014 and 2013, respectively. We have seen increases in revenue from our Enterprise business unit that services the energy, financial services, travel and other non-automotive or healthcare industries, which accounted for 22% and 16% of our total revenue for the three months ended June 30, 2014 and 2013, respectively. Revenue from outside of the U.S. accounted for 18% and 14% of our total revenue for the three months ended June 30, 2014 and 2013, respectively.

Our subscription and support revenue decreased to $15.5 million for the three months ended June 30, 2014 from $15.9 million for the three months ended June 30, 2013, representing an annual decline of 3%.  The decrease in subscription and support revenue between the three months ended June 30, 2014 and 2013 was primarily due a decline in revenue from customers that terminated or elected not to renew their agreements of $1.3 million, including two automotive customers that substantially reduced their contractual commitment for our electronic data interchange services during fiscal 2014. The decrease in subscription and support revenue between the three months ended June 30, 2014 and 2013 was partially offset by $0.9 million of increased revenue from sales to new and existing customers.

Our services revenue declined to $6.1 million for the three months ended June 30, 2014 from $8.2 million for the three months ended June 30, 2013, representing a period over period decline of 25%. Services revenue decline can be attributed to: 1) a natural reduction in the deferred revenue recognized in the current period versus last year due to a diminished balance remaining from the establishment of stand-alone value for many of our services, 2) a reduction in ad hoc services projects with major subscription customers, 3) an improvement in the ease of implementation of our platform that results in quicker/less costly installations, 4) improvements in our platform that allow customers to perform portions of the implementation themselves, and, to a lesser extent, 5) our relatively low subscription bookings in the 2014 fiscal year.

We experienced net income (losses) of ($12.1) million and ($4.7) million for the three months ended June 30, 2014 and 2013, respectively. Our change in net income (losses) was a result of, a $2.5 million decrease in revenues, a $2.0 million increase in our cost of revenue and a $3.0 million increase in operating expenses, primarily sales and marketing. Our increase in expenses was primarily due to a $2.1 million increase in stock compensation expenses, a $1.3 million increase in salaries and personnel related expenses, and a $1.1 million decrease in capitalized research and development. As presented in "Note 5. Benefit Plans - Stock Awards Compensation" within the accompanying notes to the condensed consolidated financial statements, our loss included stock compensation expense of $2.6 million and $0.5 million, respectively, in the three months ended June 30, 2014 and the three months ended June 30, 2013, which primarily resulted from our IPO.

KEY METRICS

In addition to reporting financial results in accordance with generally accepted accounting principles, 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 associated with our research and development expense classified within cost of revenue as well as the stock based compensation associated with certain of our professional services and operations employees. Adjusted gross margin is adjusted gross profit as a percentage of revenue.

We have historically capitalized a significant portion of our research and development costs and believe the amortization of capitalized software will increase in absolute dollars. Our total research and development costs incurred were $3.9 million and $4.5 million during the three months ended June 30, 2014 and 2013, respectively. Of our total research and development costs incurred, we capitalized 20% and 43% during the three months ended June 30, 2014 and 2013. We decreased capitalization of our research and development costs during the three months ended June 30, 2014, as compared to the same period in 2013, due to the timing and stage of our initiatives. In the three months ended June 30, 2014, there was an increase of projects in the planning stage and, thus more of our project costs were not capitalized.

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. We believe that including these costs in our results of operations results in a lack of comparability between our operating results and those of our peers in the industry, the majority of which do not have comparable amortization costs related to capitalized software. 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 June 30,
	2014		2013
Gross profit	$6,321		$10,791
Gross margin	29	%	45	%
Adjustments:
Stock compensation expense—cost of revenue	$515		$5
% of total revenue	2	%	—	%
Amortization of capitalized software—cost of revenue	$1,643		$1,648
% of total revenue	8	%	7	%
Non-GAAP gross profit	$8,479		$12,444
Non-GAAP gross margin	39	%	52	%

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenue

Our revenue is primarily comprised of fees related to subscription and support and services performed. Subscription and support revenue includes fees for our customers and their users, such as suppliers or healthcare organizations, to access our platform and for users, messages and end point connections such as suppliers or healthcare organizations. Our services 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 workflows. Our services engagements typically occur in phases

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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 consulting engagements to third-party implementation partners to supplement our staffing needs within this area of the business.

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 and amortization 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 that our cost of revenue in absolute dollars will decrease in the future as we reduce our workforce to align costs with 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 subcontractors, our customers, or directly by certified partners 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 other third-party contractors related to software development, software license and hardware fees and depreciation, amortization related to acquisitions and capital expenditures and costs from facilities and technology-related costs associated with our research and development functions.

We focus our research and development on new and expanded features of our platform and vertical-specific solutions. Since February 2010, when we implemented additional tracking related to the time spent on approved research and development projects, we have capitalized an increasing portion of our research and development costs. Our capitalized research and development costs are amortized as a cost of revenue ratably over 60 months upon completion of the project. We expect our fiscal 2015 research and development costs incurred, as a percentage of revenue, to decrease as compared to fiscal 2014.

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, amortization related to customer relationship agreements acquired as a result of various acquisitions and costs from facilities and technology-related costs associated with our sales and marketing functions. 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. Sales and marketing costs in fiscal 2014 were $35.2 million and $9.8 million for the three months ended June 30, 2014. We expect sales and marketing costs in fiscal 2015 to remain consistent with fiscal 2014 in absolute dollars.

General and Administrative

During the three months ended June 30, 2013, general and administrative costs were primarily comprised of the allocated costs related to the services provided by our parent Compuware for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and other services, as well as salaries and personnel-related expenses including stock and cash incentive compensation. Since August 2013, we have invested in hiring staff required to become a fully independent company. As of April 1, 2014, we have largely completed our general and administrative separation from Compuware, and we do not anticipate any significant allocation from Compuware in the future. During the three months ended June 30, 2014, general and administrative costs are primarily comprised of salaries and personnel-related expenses for personnel in these functions including stock and cash incentive compensation and costs from facilities and technology-related costs associated with our corporate functions.

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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 carryforwards.

AGREEMENTS WITH COMPUWARE

We have entered into certain agreements with Compuware with respect to a real estate lease and taxes. The lease of the Detroit office expires March 31, 2015.

Under the shared services agreement, Compuware provides us with certain tax, insurance, information technology and other services. In general, we are charged for shared services based on a pro rata allocation of Compuware’s costs. As the Company reduces its dependence upon Compuware for these services, the allocation is virtually eliminated. As of June 30, 2014, this expense was immaterial.

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, 2014.

STOCK-BASED COMPENSATION

Stock award compensation expense, for options that do not have performance conditions, 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:

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	Three Months Ended June 30,
	2014		2013
Condensed Consolidated Statements of Comprehensive Loss Data:
Subscription and support	$15,509		$15,942
Services	6,078		8,158
Total revenue	21,587		24,101
Cost of revenue(1)	15,266		13,310
Gross profit	6,321		10,791
Operating expenses:
Research and development(1)	3,116		2,585
Sales and marketing(1)	9,772		7,339
General and administrative(1)	5,546		5,534
Total operating expenses	18,434		15,458
OPERATING LOSS	(12,113	)	(4,667	)
Other Income	22		—
LOSS BEFORE INCOME TAX PROVISION	(12,091	)	(4,667	)
Income tax provision	25		3
Net income (loss)	($12,116)		($4,670)
Basic and diluted earnings per share(2)	($0.32)		($0.16)
Weighted-average shares outstanding, Basic and diluted(2)	37,499		30,003

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

(2) Please see Note 3 of our condensed consolidated financial statements and related disclosures for an explanation of the method used to calculate the historical net income (loss) per share attributable to common shareholders and the number of shares used in computation of the per share amounts.

	Three Months Ended June 30,
	2014		2013
Stock awards compensation classified as:
Cost of revenue	$	515	$	5
Research and development	66		47
Sales and marketing	605		47
General and administrative	1,432		387
Total stock awards compensation expense before income taxes	2,618		486

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

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	Three Months Ended June 30,
	2014		2013
Condensed Consolidated Statements of Comprehensive Loss Data:
Subscription and support	72	%	66	%
Services	28		34
Total revenue	100		100
Cost of revenue(1)	71		55
Gross profit	29		45
Operating expenses:
Research and development(1)	14		11
Sales and marketing(1)	45		30
General and administrative(1)	26		23
Total operating expenses	85		64
Operating loss	(56	)	(19	)
Other Income	0		0
LOSS BEFORE INCOME TAX PROVISION	(56	)	(19	)
Income tax provision	0		0
Net income (loss)	(56	)%	(19	)%

________________________________________________ 

(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 June 30, 2014 and 2013

Revenue

Revenue derived from our subscription and support and services is presented in the table below:

	Three Months Ended June 30,				Period-to-Period Change
	2014		2013		$			%
	(In thousands)
Subscription and support		$15,509		$15,942		($433	)	(3	%)
Services	6,078		8,158		(2,080		)	(25	%)
Total revenue		$21,587		$24,100		($2,513	)	(10	%)

Our subscription and support revenue decreased to $15.5 million for the three months ended June 30, 2014 from $15.9 million for the three months ended June 30, 2013, representing an annual decline of 3%.  The decrease in subscription and support revenue between the three months ended June 30, 2014 and 2013 was primarily due to a decline in revenue from customers that terminated or elected not to renew their agreements of $0.8 million. In addition, there were two automotive customers that substantially reduced their contractual commitment for our electronic data interchange services during fiscal 2014, resulting in an additional aggregate reduction in subscription and support services by $0.5 million. The decrease in subscription and support revenue between the three months ended June 30, 2014 and 2013 was partially offset by $0.7 million of increased revenue from sales to new customers and $0.2 million of increased revenue from existing customers.

Our services revenue declined to $6.1 million for the three months ended June 30, 2014 from $8.2 million for the three months ended June 30, 2013, representing a period over period decline of 25%. For the three months ended June 30, 2014, the services revenue decline can be attributed to: 1) a natural reduction in the deferred revenue recognized in the current period versus

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last year due to a diminished balance remaining from the establishment of stand-alone value for many of our services, 2) a reduction in ad hoc services projects with major subscription customers, 3) an improvement in the ease of implementation of our platform that results in quicker/less costly installations, 4) improvements in our platform that allow customers to perform portions of the implementation themselves, and, to a lesser extent, 5) our relatively low subscription bookings in the 2014 fiscal year.

Cost of Revenue

Cost of revenue is presented in the table below:

	Three Months Ended June 30,						Period-to-Period Change
	2014			2013			$		%
	(In thousands)
Cost of revenue		$15,266			$13,310			$1,956	15	%
Gross margin	29		%	45		%

Cost of revenue increased during the three months ended June 30, 2014, as compared to the same period in 2013, by approximately $2.0 million. Cost increases included an increase of $1.1 million in salaries and personnel-related expenses in connection with our customer support, implementation, solution deployment, on-boarding and data center operations fees. Cost increases also included an increase of $0.5 million in stock compensation expense, an additional $0.2 million related to amortization of our capitalized and deferred costs.

Our gross margin decreased during the three months ended June 30, 2014 as compared with the same period in 2013. Cost of revenue did not decline in line with the decrease in revenue. During May 2014, we reduced the size of our workforce by 69 people to right size our organization and better position our company for profitability. Of the reduction in our workforce, 34 of the employees were previously reflected in our cost of revenue, 22 of the employees were in sales and marketing, and 13 were in research and development. In addition, we transferred 31 employees to our certified partners during the three months ended June 30, 2014.

Research and Development

Research and development costs incurred, expensed and capitalized are presented in the table below:

	Three Months Ended June 30,						Period-to-Period Change
	2014			2013			$			%
	(In thousands)
Research and development costs incurred		$3,906			$4,537			($631	)	(14	%)
Capitalized internal software costs	(790		)	(1,952		)	1,162			(60	%)
Research and development costs expensed		$3,116			$2,585			$531		21	%
Percentage of total revenue:
Research and development costs incurred	18		%	19		%
Research and development costs expensed	14		%	11		%

Research and development costs incurred decreased during the three months ended June 30, 2014, as compared to the same period in 2013, primarily due to a $1.2 million decrease in capitalization of research and development costs. The decrease also included a decrease in salary and benefits by $0.9 million from the three months ended June 30, 2014, as compared to the same period in 2013. Research and development costs also included $0.4 million in costs from facilities and technology-related costs associated with our research and development functions.

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We decreased capitalization of our research and development costs during the three months ended June 30, 2014, as compared to the same periods in 2013, due to the timing and stage of our initiatives. In the three months ended June 30, 2014, there was an increase of projects in the planning stage and, thus, more of our project costs were not capitalized.

Sales and Marketing

Sales and marketing costs are presented in the table below:

	Three Months Ended June 30,						Period-to-Period Change
	2014			2013			$		%
	(In thousands)
Sales and marketing		$9,772			$7,339			$2,433	33	%
Percentage of total revenue	45		%	30		%

Sales and marketing costs increased during the three months ended June 30, 2014, as compared to the same period in 2013, primarily due to a $0.6 million increase in stock compensation expense and a $0.4 million increase in salaries and personnel-related expenses. In addition, the three months ended June 30, 2014 included an increase of $0.5 million in costs from facilities and technology-related costs associated with our sales and marketing functions, as well as an increase of $0.5 million in marketing spend.

General and Administrative

General and administrative costs are presented in the table below:

	Three Months Ended June 30,						Period-to-Period Change
	2014			2013			$		%
	(In thousands)
General and administrative		$5,546			$5,534			$12	—	%
Percentage of total revenue	26		%	23		%

General and administrative costs increased during the three months ended June 30, 2014, as compared to the same period in 2013, primarily due to a $1.0 million increase in stock compensation expense, a $0.8 million increase in salary and benefit expense, a $0.9 million audit expense and a $0.2 million increase in travel expenses. The increased costs were offset by a $2.7 million reduction in allocated expenses from Compuware.

LIQUIDITY AND CAPITAL RESCOURCES

In summary, our cash flows were:

	Three Months Ended June 30,
	2014			2013
Condensed and Consolidated Statement of Cash Flows Data:
Net cash used in operating activities		($7,977	)		($285	)
Net cash used in investing activities	(1,610		)	(2,123		)
Net cash provided by financing activities	3,184			2,822
Effect of exchange rate	(4		)	8
Net change in cash		($6,407	)		$422

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Cash Flows from Operating Activities

Cash used in operating activities increased for the three months ended June 30, 2014, as compared to the same period in 2013, primarily as a result of a $2.5 million decrease in revenues, a $2.0 million increase in our cost of revenue and a $3 million increase in operating expenses, primarily sales and marketing. Our increase in expenses was primarily due to a $2.1 million increase in stock compensation expenses, and a $1.3 million increase in salaries and personnel related expenses, a $1.1 million decrease in capitalized research and development.

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 capitalization of research and development costs related to expanding our cloud-based platform. Cash used in investing activities decreased for the three months ended June 30, 2014, as compared with the same period in 2013, primarily due to a $1.1 million decrease in cash paid for capitalized research and development, partially offset by an increase in property and equipment purchases of $0.6 million.

Cash Flows from Financing Activities

Cash provided by financing activities increased to $3.2 million for the three months ended June 30, 2014, from $2.8 million for the three months ended June 30, 2013, primarily due to $0.3 million of IPO costs paid in the three months ended June 30, 2013. In addition, the Company received net proceeds from the exercise of stock awards of $0.2 million during the three months ended June 30, 2014.

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, are included in Note 1 of the notes to the condensed consolidated financial statements appearing elsewhere in this Report.

CONTRACTUAL OBLIGATIONS

The Company entered into standalone operating lease agreements for its Shanghai and Detroit locations in the first quarter of our fiscal year 2015. The Shanghai lease expires on April 30, 2017 and does not contain any purchase obligations associated with the lease. The total future minimum lease obligation of the Shanghai lease is approximately $1.5 million. The lease agreement for our Detroit location expires as of 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 SEC rules.

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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 94% and 86% of our revenue was based in U.S. dollars for the three months ended June 30, 2014 and 2013, 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.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure material information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934 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 financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been detected.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2014, our disclosure controls and procedures are effective, at the reasonable assurance level, to cause information required to be disclosed in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required financial disclosure.

Changes in Internal Control over Financial Reporting

We began configuration of NetSuite as our ERP System in Fiscal Year 2014. On April 1, 2014, we went live with the initial phase of the NetSuite implementation, (i.e., custodial accounting) which upgrades our information system capabilities and improves our business processes and financial reporting system.  Full implementation inclusive of time reporting and contract management remains ongoing. This software implementation project will result in changes in our business processes and related internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Management will continue to monitor, evaluate and update the related processes and internal controls as necessary during the post implementation period to ensure adequate internal control over financial reporting.

Other than the change described above, 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 June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

23

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. We believe these lawsuits are without merit, and we intend to vigorously defend them. The Company currently has no other outstanding material litigation.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Report, you should carefully consider the risks under the heading "Risk Factors" in our 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 20, 2014, which risks could materially affect our business, financial condition or future results. There has been no material change in our risk factors from those described in the 2014 Annual Report on Form 10-K. 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

On September 25, 2013, our registration statement on Form S-1 (File No. 333-188603) was declared effective by the Securities and Exchange Commission for our initial public offering. Pursuant to the offering, we sold an aggregate of 7,360,000 shares of our common stock (which includes the underwriters’ full exercise of their over-allotment option of 960,000 shares) at a price to the public of $10.00 per share. The sale of all of such shares was consummated on October 1, 2013 and resulted in net proceeds to us of $66.3 million after deducting underwriting discounts, commissions and other offering expenses. We used, and intend to continue to use, net proceeds, together with the cash generated from operations, to fund our current operations, repay short-term intercompany payables owed to our parent, Compuware, implement our growth strategies and fund capital expenditures.

Repurchases of Company Common Stock

In June 2014, Compuware purchased 1,381,920 shares of Company common stock in the market and in private transactions with an average price of $4.00 per share.  These purchases were made in order to maintain Compuware’s 80% or greater ownership of Covisint common stock in anticipation of the expiration of lock-up agreements applicable to holders of non-qualified stock options to acquire common stock and the subsequent exercise of those options. Compuware is required to maintain 80% or greater ownership of Covisint common stock to enable the contemplated distribution of all or a substantial part of its shares of Covisint to Compuware shareholders to qualify for tax-free treatment under the Internal Revenue Code as previously announced.  Furthermore, these purchases were made to reduce the likelihood that Compuware would need to purchase Covisint shares from Covisint under the Master Separation Agreement, as amended, between Compuware and Covisint, and are therefore expected to reduce the cost to Compuware of maintaining greater than 80% ownership of Covisint.  The purchases were concluded on June 5, 2014 and Compuware indicates that no further purchases are anticipated.

ITEM 5. OTHER INFORMATION.

In May 2014, the Company entered into a Separation Agreement with Mr. McGuffie.  Under the Separation Agreement, Mr. McGuffie remained employed by the Company until June 30, 2014, with full benefits and salary. In consideration for a full release of claims, beginning on July 1, 2014 through March 31, 2015, Mr. McGuffie will receive severance payments in the form of salary continuation at his rate in effect on July 1, 2014 paid in accordance with the Company’s regular payroll practices.  The Company will also reimburse Mr. McGuffie for the cost of his COBRA coverage for his health and other benefits selected by him through March 31, 2015.  Pursuant to the terms of the Separation Agreement, Mr. McGuffie’s Compuware stock options received the following treatment: (a) his vested and exercisable Compuware stock options remain exercisable through March 31, 2015; (b) his unvested Compuware stock options continue to vest and become exercisable as if he remained employed; and (c) any outstanding Compuware stock options will be terminated and forfeited on March 31, 2015.  All of Mr. McGuffie’s Compuware restricted stock units, vested effective June 30, 2014.  Pursuant to the terms of the Separation Agreement, Mr. McGuffie’s Covisint stock options received the following treatment: (x) any Covisint stock options granted prior to November 1, 2012 will remain exercisable pursuant to the terms of the original agreement, and (y) any Covisint stock options granted on or after November 1, 2012 were terminated and forfeited on June 30, 2014. 

24

ITEM 6. EXHIBITS

The following exhibits are filed herewith.

Exhibit Number	Description of Document
10.24	Separation Pay Agreement and General Release between Covisint Corporation and David A. McGuffie
15	Independent Registered Public Accounting Firm's Awareness Letter
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

25

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:	August 7, 2014	By:/s/ Samuel M. Inman, III
		Samuel M. Inman, III
		Chief Executive Officer
		Principal Executive Officer
Date:	August 7, 2014	By: /s/ Enrico Digirolamo
		Enrico Digirolamo
		Chief Financial Officer
		Principal Accounting Officer

26

EX-10.24

EXHIBIT 10.24

SEPARATION PAY AGREEMENT AND GENERAL RELEASE

THIS SEPARATION PAY AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into between David A. McGuffie (“Employee”) and Covisint Corporation (the “Company” or “Covisint”) a Michigan corporation, whose principal office is One Campus Martius, Suite 700, Detroit, Michigan 48226.

WHEREAS, the Employee’s employment with Company will terminate effective June 30, 2014, and

WHEREAS, the Employee agrees as more fully set forth herein that any claims that the Employee may have arising out of the Employee’s employment with the Company are hereby released.

NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1. Employment End Date, Notice Period Pay and Benefits. The Employee’s duties and responsibilities as an employee of the Company will terminate on June 30, 2014 (the “Employment End Date”). The Company and the Employee intend and expect that, from the date of this Agreement until the Employment End Date, the Employee will continue rendering bona fide services to the Company at a level sufficient so that the Employee will not experience a “separation from service” (within the meaning of Treasury Regulation section 1.409A-1(h)) until the Employment End Date. Regardless of Employee’s execution and non-revocation of this Agreement: (i) Employee will receive his/her regular pay through August 15, 2014 consistent with the Company’s regular payroll practices; (ii) Medical, Vision, Dental, and Life Insurance coverage will cease as of 11:59 PM, June 30, 2014; (iii) Short Term Disability, Long Term Disability and all other Company benefits cease as of 11:59 PM. on, June 30, 2014; and (iv) the Company will reimburse Employee for Employee’s payments of premiums for COBRA continuation coverage through August 15, 2014. Within 30 days of verification of Employee’s payment of the premiums for the COBRA coverage, the Company will then reimburse Employee for the COBRA coverage premiums paid by the Employee. The Employee’s termination of employment with the Company as of the Employment End Date is intended to constitute an “involuntary separation of service” within the meaning of Treasury Regulation section 1.409A-1(n).

2. Severance Compensation and Benefits. In return for the Employee’s execution and non-revocation of this Agreement, the Company agrees to provide the Employee with the following:

Separation Pay. Employee shall continue to receive Employee’s current salary in accordance with the Company’s regular payroll practices for the period commencing on August 16, 2014 and ending on March 31, 2015, less all applicable withholding for income and employment taxes (hereinafter referred to as “Separation Pay”). Employee acknowledges that the Separation Pay is not required by Covisint’s policies or procedures and is in addition to anything of value to which Employee is already entitled.

Benefits.  The Company will reimburse Employee for Employee’s payments of premiums for COBRA continuation coverage as elected by Employee (the “COBRA coverage”) from August 16, 2014 through March 31, 2015 (the “COBRA Reimbursement Period”), provided that Employee timely elects such COBRA coverage through the Company’s COBRA administrator and such COBRA coverage remains in effect during the COBRA Reimbursement Period.  Invoices for the COBRA coverage premiums will be mailed to Employee on a monthly basis. Within 30 days of receiving verification that Employee has paid the COBRA premiums, the Company will reimburse Employee in the amount of such premiums paid by the Employee during the COBRA Reimbursement Period. Following the COBRA Reimbursement Period, Employee has the right to continue his/her COBRA coverage thereafter at his/her own expense subject to the Federal COBRA laws.  A notice outlining Employee’s COBRA rights will be mailed to Employee’s home.

Bonus Payments. Notwithstanding anything to the contrary in the Executive Incentive Plan (“EIP”), Employee shall remain eligible to receive any Short-Term Incentive cash bonus that may be earned under the Covisint fiscal year 2014 Executive Incentive Plan (“EIP”). Payment of is incentive cash bonus, if any, shall be made to the Employee at the same time as other recipients are paid, but no later than June 15, 2014. Further, Employee agrees to accept $149,100, less all applicable withholding for income and employment taxes, as payment in full for his deferred bonus under the Compuware FY12 Executive Incentive Plan.  Payment for the FY12 Executive Incentive Plan bonus shall be made at the same time as other recipients are paid, but no later than June 15, 2014.

Stock Awards.  By executing this Agreement, the Company, Compuware and the Employee intend that the related grant agreements for the stock options and restricted stock units are hereby amended in the foregoing respect, and such amendment will be applied on the day after the expiration of the revocation period following the Employee signing this Agreement. To the extent not inconsistent with the grant agreement amendments set forth below, any adjustments made to options or RSUs to account for the spin-off of the Company from Compuware, that apply generally to all holders of

options and RSUs, will similarly apply to the Employee’s options and RSUs, and the Employee agrees to provide any consent or other cooperation reasonably deemed necessary by the Company or Compuware to effect any such adjustments.

a. Options Vesting and Exercise. The Employee’s vesting and exercise rights with respect to his stock options are as follows:

Options	Vesting and Exercise Rights
Covisint Options granted prior to November 1, 2012	Forty percent (40%) exercisable during the portion of calendar year 2014 remaining after the earlier of (i) June 27, 2014 (the date of expiration of the 270 day extended lock-up period), and (ii) the date Compuware spins off the Company. The 40% ceases to be exercisable and terminates after December 31, 2014.
	Sixty percent (60%) exercisable during period beginning on January 1, 2015 and ending December 27, 2015, unless the Employee dies during 2014, in which case the exercise period for the 60% begins on the date of the Employee’s death and ends on the later of December 27, 2014 or 85 days after the date of death. The 60% terminates and is no longer exercisable after such exercise period.
September 27, 2012 Performance-Based Options	Cancelled and no longer exercisable as of Employment End Date.
All Other Compuware Options	Currently vested and exercisable portion remains exercisable until March 31, 2015. Unvested portion continues to vest and become exercisable as if the Employee remained employed until March 31, 2015. The options terminate and cease vesting and being exercisable after March 31, 2015.
All Other Covisint Options	Cancelled and no longer exercisable as of Employment End Date.

b.RSU Vesting. Any unvested Compuware restricted stock units granted prior to January 1, 2014, including any dividend equivalent rights attached thereto, will vest effective on the day after the expiration of the revocation period following the Employee signing this Agreement. The Employee agrees that the surviving terms of his Employment Agreement shall remain in full force and effect.

3. Employment Agreement.  The Employee agrees that the surviving terms of his Employment Agreement dated February 19, 2004 shall remain in full force and effect.

4. Release of Claims. In consideration of the Company entering into this Agreement and the promises and benefits provided herein, the Employee hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, Compuware and their current and former officers, directors, stockholders, corporate affiliates, subsidiaries, predecessors, successors, agents, employees and attorneys (the “Released Parties”) from any and all claims, actions and causes of action, whether now known or unknown, that Employee has or at any other time had, or shall or may have against those Released Parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever occurring or existing at any time up to and including the Effective Date of this Agreement, including, but not limited to, any common law or statutory claims relating to Employee’s employment or termination from employment such as claims of wrongful termination in violation of public policy or under any other theory, breach of contract, fraud, negligent misrepresentation, defamation, infliction of emotional distress, or any other tort claim; claims of discrimination or harassment based upon national origin, race, age, sex, disability, sexual orientation or retaliation under the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans With Disabilities Act, or any other applicable Federal, State, or local law prohibiting discrimination; claims under the federal Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act or any other federal, state or local law, rule, regulation or ordinance that is applicable to Employee’s employment with the Company; or claims for vacation, sick or personal leave pay, short term or long term disability benefits, or payment pursuant to any practice, policy, handbook or manual of the Company. Employee acknowledges that he has no lawsuits, claims or actions pending in Employee’s name or behalf against the Released Parties, and also expressly waives any and all remedies that may be available under any statute or the common law, including, without limitation, back pay, front pay, other damages, attorney’s fees, court costs and reinstatement. Employee’s release of claims does not apply to those actions or proceedings that cannot be waived by law, any claims which arise after the Effective Date of this Agreement, or to a charge filed with an administrative agency empowered to investigate those claims; however, subject to applicable law, Employee specifically waives any right to recover money damages or relief of any kind which may result from the filing of a charge with any administrative agency.

5. Cooperation in Litigation and Non-Disparagement. Employee agrees that he will assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral,

administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations, or proceedings relate to services performed or required to be performed by Employee, pertinent knowledge possessed by Employee, or any act or omission by Employee. Employee further agrees to perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this paragraph. Employee further agrees not to make statements or representations in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the Compuware, the Company, or their subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations.  The Company agrees not to make statements or representations in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the Employee.

6. Amendment. This Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto.

7. Waiver of Rights. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

8. Validity. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, excluding the general release language, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. However, if the general release language is found to be invalid, the Employee agrees to execute a valid release of the claims which are the subject of this Agreement.

9. Confidentiality. The Employee understands and agrees that as a condition for payment to the Employee of the items in Section 2, the terms and contents of this Agreement and the contents of the negotiations and discussions resulting in this Agreement, shall be maintained as confidential by the Employee and the Employee’s spouse, advisors and attorneys and shall not be disclosed except to the extent required by federal or state law or as otherwise agreed to in writing by the Company.

10. Indemnification / Insurance.The Company acknowledges its responsibility to hold harmless and indemnify Employee from and against any and expenses and liabilities arising out of his official

capacity with the Company under the Company’s Certificate of Incorporation and Bylaws, as amended from time to time. Further, the Company represents that it presently has in force and effect D&O Insurance coverage. The Corporation agrees to continue to purchase and maintain D&O Insurance in effect for the benefit of Employee as reasonably required for the protection of the Employee.

11. Acknowledgments and Revocation. The Employee affirms that no other promises or agreements of any kind have been made to or with the Employee by any person or entity to cause the Employee to sign this Agreement and that he understands the terms herein. The Employee acknowledges that the Employee has been given at least forty-five (45) days to consider this Agreement, and that the Company has advised the Employee to consult with an attorney of her own choosing prior to signing this Agreement. Employee acknowledges that if Employee signs this Agreement before the running of the forty-five (45) day waiting period, Employee has done so with full knowledge and understanding that Employee was entitled to the full forty-five (45) days within which to consider this Agreement and that any decision on Employee’s part not to utilize the full forty-five (45) day waiting period is done of Employee’s own volition and not at the urging of the Company. The Employee further understands that Employee may revoke this Agreement for a period of seven (7) days after the Employee signs it. Any revocation within this period must be submitted in writing to the Human Resources department, Covisint Corporation, One Campus Martius, Suite 700, Detroit, Michigan 48226. This Agreement shall not be effective or enforceable until the expiration of the revocation period.

12. Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Michigan, without regard to conflict of laws provisions, and Employee consents to jurisdiction of the courts of the State of Michigan for the resolution of any matter arising under this Agreement.

13. Entire Agreement. This Agreement contains and constitutes the entire understanding and agreement between the parties hereto with respect to Employee’s termination of employment with the Company, separation pay and the settlement of claims against the Company and cancels all previous oral and written negotiations, agreements, commitments and writings in connection therewith except the modifications to the stock award agreements referenced in Section 2 and the surviving terms of the Employment Agreement referenced in Section 3.

14. Code Section 409A and Other Tax Considerations.  As a highly compensated individual (as defined by Section 105(h) the Internal Revenue Code), any COBRA continuation coverage premiums paid or reimbursed by the Company will be considered taxable income. It is intended that payments

and benefits provided under this Agreement shall be in compliance with or exempt from Internal Revenue Code Section 409A and the regulations and guidance thereunder (“Code Section 409A”), and the terms of this Agreement are to be interpreted and construed accordingly.  The parties agree to negotiate in good faith and jointly execute an amendment to this Agreement if necessary to comply with Code Section 409A. In no event shall the Company be responsible for any tax, interest or penalty owed by the Employee, the Employee’s spouse or beneficiary with regard to any payments or benefits provided under this Agreement.  Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A, and the terms “separation from service”, “termination of employment”, “employment termination”, and phrases of like kind are intended to mean “separation from service” as defined by Code Section 409A.  In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.The Company’s obligation under this Agreement to reimburse the Employee for COBRA health insurance premiums shall terminate on December 31, 2016 and, to be honored, any request by Employee for reimbursement of any such premiums that are otherwise reimbursable under this Agreement must be made no later than November 30, 2016.  Notwithstanding any provision in this Agreement to the contrary, if Employee is determined to constitute a Code Section 409A “Specified Employee” at the time of separation from service, all or part of any payment hereunder that is not then exempt from Code Section 409A shall be held (if then required under Code Section 409A), and paid in an aggregated lump sum on the first day of the seventh month following Employment End Date, or the date of Employee’s death, if earlier. Any remaining payments shall be paid on their regularly scheduled payment dates. In signing this Agreement, Employee acknowledges that the Company has the right to withhold from any amounts payable hereunder and from Employee’s other compensation or require Employee to remit sufficient funds to satisfy applicable withholding for income and employment tax requirements related to the compensation provided hereunder.

Any obligation of the Company to make any of the payments under Section 2 of this Agreement is conditioned on the Company timely receiving the Employee’s signed and unaltered Agreement and the revocation period has lapsed.  The executed Agreement should be sent to:  Michael A. Sosin, Vice President, General Counsel, Covisint Corporation, One Campus Martius, Detroit, Michigan, 48226.

I HAVE READ THIS AGREEMENT AND GENERAL RELEASE AND I UNDERSTAND AND AGREE TO ALL OF ITS TERMS. I ENTER INTO AND SIGN THIS AGREEMENT AND GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT MEANS.

__/s/ David A. McGuffie April 25, 2014__

David A. McGuffieDate

_/s/ Michael A. Sosin_________________May 2, 2014___

Company Representative                                         Date

EX-15

Exhibit 15

August 7, 2014

Covisint Corporation

One Campus Martius

Detroit, Michigan 48226

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Covisint Corporation and subsidiaries for the periods ended June 30, 2014, and 2013, as indicated in our report dated August 7, 2014 ; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, is incorporated by reference in Registration Statement No. 333-192931 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Samuel M. Inman, III, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Covisint Corporation for the quarterly period ended June 30, 2014;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    [intentionally omitted]

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 7, 2014

By:    /s/ SAMUEL M. INMAN, III

Samuel M. Inman, III

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Enrico Digirolamo, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Covisint Corporation for the quarterly period ended June 30, 2014;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    [intentionally omitted]

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 7, 2014

By:    /s/ ENRICO DIGIROLAMO

Enrico Digirolamo

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Covisint Corporation (the "Company") on Form 10-Q for the quarterly period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Samuel M. Inman, III, Chief Executive Officer and Enrico Digirolamo, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 7, 2014

By:    /s/ SAMUEL M. INMAN, III

Samuel M. Inman, III

Chief Executive Officer

By:    /s/ ENRICO DIGIROLAMO

Enrico Digirolamo

Chief Financial Officer

XML

EARNINGS PER COMMON SHARE

3 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

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 June 30,
	2014			2013
Basic loss per share:
Numerator: Net loss		($12,116	)		($4,670	)
Denominator:
Weighted-average common shares outstanding	37,499			30,003
Basic loss per share		($0.32	)		($0.16	)
Diluted loss per share:
Numerator: Net loss		($12,116	)		($4,670	)
Denominator:
Weighted-average common shares outstanding	37,499			30,003
Dilutive effect of stock awards	—			—
Total shares	37,499			30,003
Diluted loss per share		($0.32	)		($0.16	)

Stock awards to purchase approximately 4,531,000 and 4,274,000 shares for the three months ended June 30, 2014 and 2013, respectively, were excluded from the diluted EPS calculation because they were anti-dilutive.

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CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS

3 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS

CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS

The components of the Company’s intangible assets are as follows (in thousands):

	June 30, 2014
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$49,778		($28,772	)		$21,006
Customer relationship agreements(3)	4,715		(4,032		)	683
Trademarks(4)	340		(340		)	—
Total amortizing intangible assets		$54,833		($33,144	)		$21,689

	March 31, 2014
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$48,989		($27,067	)		$21,922
Customer relationship agreements(3)	4,715		(3,955		)	760
Trademarks(4)	340		(340		)	—
Total amortizing intangible assets		$54,044		($31,362	)		$22,682

_____________________________________________________

(1) The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. 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.

(3) Amortization of customer relationship agreements is included in “sales and marketing” in the condensed consolidated statements of comprehensive loss. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years.

(4) Amortization of trademarks is included in “general and administrative” in the condensed consolidated statements of comprehensive loss. Trademarks were acquired as part of acquisitions and are being amortized over three years.

Amortization expense of intangible assets was $1.8 million and $1.7 million for the three months ended June 30, 2014 and 2013, respectively. Estimated future amortization expense, based on identified intangible assets at June 30, 2014, is expected to be as follows (in thousands):

	At June 30, 2014 for the Year Ending March 31,
	2015		2016		2017		2018		2019
Capitalized software		$5,170		$6,226		$5,277		$3,238		$933
Customer relationships	231		308		144		—		—
Total		$5,401		$6,534		$5,421		$3,238		$933

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014
CURRENT ASSETS:
Cash	$ 43,129	$ 49,536
Accounts receivable, net	18,732	21,838
Deferred tax asset, net	677	1,017
Due from parent and affiliates	4,136	2,813
Other current assets	6,599	5,983
Total current assets	73,273	81,187
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION	4,940	4,751
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET	22,047	23,040
OTHER:
Goodwill	25,385	25,385
Deferred costs	5,198	6,188
Deferred tax asset, net	127	131
Other assets	754	766
Total other assets	31,464	32,470
TOTAL ASSETS	131,724	141,448
CURRENT LIABILITIES:
Accounts payable	3,963	3,893
Accrued commissions	1,245	1,640
Deferred revenue	14,806	16,606
Accrued expenses	3,649	3,752
Due to parent and affiliates	0	0
Total current liabilities	23,663	25,891
DEFERRED REVENUE	9,119	11,223
ACCRUED LIABILITIES	56	56
DEFERRED TAX LIABILITY, NET	2,421	2,668
Total liabilities	35,259	39,838
COMMITMENTS AND CONTINGENCIES
Preferred stock, no par value - authorized 5,000,000 shares; none issued and outstanding	0	0
Common stock, no par value - authorized 50,000,000 shares; issued and outstanding 37,601,019 (37,490,500 issued and outstanding as of March 31, 2014)	0	0
Additional paid-in capital	147,533	140,569
Retained deficit	(51,063)	(38,947)
Accumulated other comprehensive income (loss)	(5)	(12)
Total shareholders' equity	96,465	101,610
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 131,724	$ 141,448

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net loss	$ (12,116)	$ (4,670)
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
Depreciation and amortization	2,343	2,092
Deferred income taxes	(53)	4
Stock award compensation	2,619	486
Net change in assets and liabilities:
Accounts receivable	3,108	2,538
Other assets	458	618
Accounts payable and accrued expenses	(438)	(1,078)
Deferred revenue	(3,898)	(275)
Net cash provided by (used in) operating activities	(7,977)	(285)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Property and equipment	(820)	(171)
Capitalized software	(790)	(1,952)
Net cash used in investing activities	(1,610)	(2,123)
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
Cash payments to parent company	8,775	26,224
Cash payments to parent company	(5,787)	(23,103)
Initial public offering costs	0	(299)
Net proceeds from exercise of stock awards	196	0
Net cash provided by financing activities	3,184	2,822
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(4)	8
NET CHANGE IN CASH	(6,407)	422
CASH AT BEGINNING OF PERIOD	49,536	966
CASH AT END OF PERIOD	$ 43,129	$ 1,388

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RELATED PARTY TRANSACTIONS (Details) (USD $)				3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2014 Net Change in Working Capital	Jun. 30, 2014 Compuware	Jun. 30, 2013 Compuware	Jun. 30, 2014 Compuware Parent's Utilization of Tax Loss and Other Tax Related Attributes
Related Party Transaction [Line Items]
Expenses from transactions with Parent				$ 0	$ 700,000
Due from parent and affiliates	4,136,000	2,813,000	(100,000)			(4,200,000)
Related Party Transactions, Payments by the Parent		$ (2,800,000)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation and subsidiaries, a Michigan corporation majority-owned by Compuware Corporation (“Compuware” or the “Parent”).

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 June 30, 2014, 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 evaluated subsequent events through the date its financial statements were issued.

These financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K. Prior to April 1, 2014, the Compuware allocation was recorded within general and administrative expense. Effective April 1, 2014, the allocation was replaced with actual expenses and these have been recorded in each respective line item. Other than this allocation, there have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2014 Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company adopted this ASU effective April 1, 2014, and the adoption did not have a significant impact on the Company's financial statements.

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. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not 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.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals)	Jun. 30, 2014	Mar. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	37,601,019	37,490,500
Common stock, shares outstanding	37,601,019	37,490,500

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BENEFIT PLANS (Tables)

3 Months Ended

Jun. 30, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of stock option activity

A summary of option activity under the Company’s stock-based compensation plans as of June 30, 2014, and changes during the three months then ended is presented below (shares and intrinsic value in thousands):

	Three Months Ended June 30, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of April 1, 2014	4,458			$3.48
Granted	140		7.20
Exercised	(111	)	1.77
Forfeited	(69	)	9.39
Options outstanding as of June 30, 2014	4,418			$3.54	3.38		$9,698
Options vested and expected to vest, net of estimated forfeitures, as of June 30, 2014	4,346			$3.42	3.28		$9,698
Options exercisable as of June 30, 2014	1,954			$2.58	2.11		$5,002

Schedule of allocation of award costs

For the three months ended June 30, 2014 and 2013, respectively, stock awards compensation expense was recorded as follows in thousands:

	Three Months Ended June 30,
	2014		2013
Stock awards compensation classified as:
Cost of revenue		$515		$5
Research and development	66		47
Sales and marketing	605		47
General and administrative	1,432		387
Total stock awards compensation expense before income taxes		$2,618		$486

Schedule of unrecognized compensation

The following table summarizes the Company’s future recognition of its unrecognized compensation cost related to stock awards as of June 30, 2014 (in thousands).

	Year Ending March 31,
Stock-Based Compensation Plan:	Total		2015		2016		2017		2018
Covisint		$5,381		$2,761		$1,715		$543		$362
Compuware	156		30		89		37		—
Total		$5,537		$2,791		$1,804		$580		$362

Compuware

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of stock option activity

A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of June 30, 2014, and changes during the three months then ended is presented below. Shares and intrinsic value are presented in thousands.

	Three Months Ended June 30, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of April 1, 2014	472			$9.23
Granted	—
Exercised	(29	)	8.12				$59
Forfeited	(26	)	9.84
Cancelled/expired	(12	)	11.16
Options outstanding as of June 30, 2014	405			$9.21	1.77		$366
Options vested and expected to vest, net of estimated forfeitures, as of June 30, 2014	393			$9.19	1.72		$366
Options exercisable as of June 30, 2014	279			$8.90	1.23		$357

Schedule of RSU activity

A summary of non-vested restricted stock units (“RSUs”) activity for Covisint employees and directors under the Compuware LTIP as of June 30, 2014, and changes during the three months then ended is presented below. Shares and intrinsic value are presented in thousands.

	Three Months Ended June 30, 2014
	Shares		Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value
Non-vested RSU outstanding at April 1, 2014	182
Granted	—
Released	(32	)				$320
Forfeited	(4	)
Dividend equivalents, net	1			$9.74
Non-vested RSU outstanding at June 30, 2014	147

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DOCUMENT AND ENTITY INFORMATION	3 Months Ended
	Jun. 30, 2014	Aug. 07, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Covisint Corp
Entity Central Index Key	0001563699
Current Fiscal Year End Date	--03-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		37,892,408

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CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Details) (USD $)	3 Months Ended
	Jun. 30, 2014		Jun. 30, 2013	Mar. 31, 2014
Schedule of Intangible Assets [Line Items]
Amortized intangible assets, Gross Carrying Amount	$ 54,833,000			$ 54,044,000
Accumulated Amortization	(33,144,000)			(31,362,000)
Amortized intangible assets, Net Carrying Amount	21,689,000			22,682,000
Amortization expense of intangible assets	1,800,000		1,700,000
Estimated future amortization expense
2015	5,401,000
2016	6,534,000
2017	5,421,000
2018	3,238,000
2019	933,000
Trademarks
Schedule of Intangible Assets [Line Items]
Unamortized intangible assets	358,000	[1]		358,000	[1]
Capitalized software
Schedule of Intangible Assets [Line Items]
Amortized intangible assets, Gross Carrying Amount	49,778,000	[2]		48,989,000	[2]
Accumulated Amortization	(28,772,000)	[2]		(27,067,000)	[2]
Amortized intangible assets, Net Carrying Amount	21,006,000	[2]		21,922,000	[2]
Finite-lived intangible asset, useful life	5 years
Estimated future amortization expense
2015	5,170,000
2016	6,226,000
2017	5,277,000
2018	3,238,000
2019	933,000
Customer relationship agreements
Schedule of Intangible Assets [Line Items]
Amortized intangible assets, Gross Carrying Amount	4,715,000	[3]		4,715,000	[3]
Accumulated Amortization	(4,032,000)	[3]		(3,955,000)	[3]
Amortized intangible assets, Net Carrying Amount	683,000	[3]		760,000	[3]
Estimated future amortization expense
2015	231,000
2016	308,000
2017	144,000
2018	0
2019	0
Customer relationship agreements | Maximum
Schedule of Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	6 years
Trademarks
Schedule of Intangible Assets [Line Items]
Amortized intangible assets, Gross Carrying Amount	340,000	[4]		340,000	[4]
Accumulated Amortization	(340,000)	[4]		(340,000)	[4]
Amortized intangible assets, Net Carrying Amount	$ 0	[4]		$ 0	[4]
Finite-lived intangible asset, useful life	3 years

[1] The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. 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.

[3] Amortization of customer relationship agreements is included in “sales and marketing” in the condensed consolidated statements of comprehensive loss. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years.

[4] Amortization of trademarks is included in “general and administrative” in the condensed consolidated statements of comprehensive loss. Trademarks were acquired as part of acquisitions and are being amortized over three years.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Statement of Comprehensive Income [Abstract]
REVENUE	$ 21,587	$ 24,101
COST OF REVENUE	15,266	13,310
GROSS PROFIT	6,321	10,791
OPERATING EXPENSES:
Research and development	3,116	2,585
Sales and marketing	9,772	7,339
General and administrative	5,546	5,534
Total operating expenses	18,434	15,458
OPERATING LOSS	(12,113)	(4,667)
Other income	22	0
LOSS BEFORE INCOME TAX PROVISION	(12,091)	(4,667)
INCOME TAX PROVISION	25	3
NET LOSS	(12,116)	(4,670)
Basic and diluted earnings (loss) per share (in dollars per share)	$ (0.32)	$ (0.16)
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments	7	(1)
OTHER COMPREHENSIVE INCOME, NET OF TAX	7	(1)
COMPREHENSIVE LOSS	$ (12,109)	$ (4,671)

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

The Company previously utilized professional services staff of Compuware to provide certain services to customers and to provide additional resources for research and development activities. These costs were included in “cost of revenue” and “research and development” as applicable. Effective January 31, 2014, Compuware sold substantially all of the assets related to Compuware's Professional Services business unit to Marlin Equity Partners. As such, related party charges for professional services totaled $0.0 million and $0.7 million for the three months ended June 30, 2014 and 2013, respectively.

Certain related party transactions are settled in cash and are reflected as due to or due from parent and affiliates within the condensed consolidated balance sheet. At June 30, 2014, the Company had a net receivable due from parent of $4.1 million as compared to a net receivable of $2.8 million at March 31, 2014. The activity in the three months ended June 30, 2014 was primarily comprised of Compuware's repayment of the ($2.8) million receivable as of March 31, 2014, and $4.2 million related to the required payment from Compuware for its use of the Company’s tax loss and other tax related attributes. This activity was partially offset by ($0.1) million due to miscellaneous intercompany activity, primarily working capital movements such as customer collections and vendor payments. Compuware is the lessor of the Company's Detroit real estate lease.

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BENEFIT PLANS

3 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

BENEFIT PLANS

BENEFIT PLANS

Compuware Stock-Based Compensation Plans

As the Company is a majority-owned subsidiary of Compuware, certain Covisint employees have been granted Compuware stock compensation awards. In accordance with the provisions of Staff Accounting Bulletin (“SAB”) 1.B.1, “Costs Reflected in Historical Financial Statements,” the expense for these awards is included within the condensed consolidated statements of comprehensive loss.

Compuware Stock Option Activity

A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of June 30, 2014, and changes during the three months then ended is presented below. Shares and intrinsic value are presented in thousands.

	Three Months Ended June 30, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of April 1, 2014	472			$9.23
Granted	—
Exercised	(29	)	8.12				$59
Forfeited	(26	)	9.84
Cancelled/expired	(12	)	11.16
Options outstanding as of June 30, 2014	405			$9.21	1.77		$366
Options vested and expected to vest, net of estimated forfeitures, as of June 30, 2014	393			$9.19	1.72		$366
Options exercisable as of June 30, 2014	279			$8.90	1.23		$357

The vesting schedule of options has varied over the years with the following vesting terms being the most common: (1) 50 percent of shares vest on the third anniversary date and 25 percent on the fourth and fifth anniversary dates; (2) 25 percent of shares vest on each annual anniversary date over four years; or (3) 30 percent of shares vest on the first and second anniversary dates and 40 percent vest on the third anniversary date.

All options were granted with exercise prices at or above fair market value on the date of grant and expire ten years from the date of grant. Option expense is recognized on a straight-line basis over the vesting period unless the options vest more quickly than the expense would be recognized. In this case, additional expense is taken to ensure the expense is proportionate to the percent of options vested at any point in time.

During the three months ended June 30, 2014, 1,376 Compuware option shares granted to Covisint employees vested, with an average fair value of $8.63 per share.

Compuware Restricted Stock Units

A summary of non-vested restricted stock units (“RSUs”) activity for Covisint employees and directors under the Compuware LTIP as of June 30, 2014, and changes during the three months then ended is presented below. Shares and intrinsic value are presented in thousands.

	Three Months Ended June 30, 2014
	Shares		Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value
Non-vested RSU outstanding at April 1, 2014	182
Granted	—
Released	(32	)				$320
Forfeited	(4	)
Dividend equivalents, net	1			$9.74
Non-vested RSU outstanding at June 30, 2014	147

RSUs have various vesting terms related to the purpose of the award. The most common vesting term is 25 percent of shares vest on each annual anniversary date over four years.

The awards are settled by the issuance of one common share of Compuware stock for each unit upon vesting and vesting accelerates upon death, disability or a change in control of Compuware.

Compuware paid quarterly dividends of $0.125 per share. As a result of these dividend payments, approximately 967 dividend equivalent shares were issued to participants holding non-vested RSUs as of the dividend record date during the three months ended June 30, 2014, respectively.

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 attains one year of service. During the three months ended June 30, 2014 and 2013, the Company expensed $0.2 million and $0.2 million related to this program.

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, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 4.5 million common shares of Covisint for issuance under this plan. On December 30, 2013, the Board of Directors of Covisint Corporation adopted the First Amendment to the 2009 Covisint LTIP, subject to shareholder approval. The Amendment increased the number of shares of Covisint’s common stock available for issuance pursuant to stock-based awards granted under the LTIP by 3 million shares (increasing the number of shares available for issuance under the LTIP from 4.5 million to 7.5 million). On January 2, 2014, Compuware, as holder of the majority of the outstanding shares of the Company's common stock, approved the Amendment to increase the shares available. The increase in shares set forth in the Amendment became effective on February 13, 2014, twenty (20) days after the date of mailing of the Company’s Schedule 14C Information Statement to the Company's shareholders.

As of June 30, 2014, there were 4.4 million stock options outstanding from the 2009 Covisint LTIP. The Company recognized stock compensation expense of $2.6 million for the three months ended June 30, 2014.

Certain individuals, who received stock options from the 2009 Covisint LTIP, were also eligible to be awarded performance-based stock awards (“PSAs”) from the Compuware 2007 LTIP. As of June 30, 2013, there were 631,000 PSAs that were cancelled upon the closing of the Covisint IPO. PSA expense totaling $0.2 was recorded to “general and administrative” during the three months ended June 30, 2013. As the PSAs were cancelled upon IPO, no expense was recognized during the three months ended June 30, 2014.

Stock Option Activity

A summary of option activity under the Company’s stock-based compensation plans as of June 30, 2014, and changes during the three months then ended is presented below (shares and intrinsic value in thousands):

	Three Months Ended June 30, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of April 1, 2014	4,458			$3.48
Granted	140		7.20
Exercised	(111	)	1.77
Forfeited	(69	)	9.39
Options outstanding as of June 30, 2014	4,418			$3.54	3.38		$9,698
Options vested and expected to vest, net of estimated forfeitures, as of June 30, 2014	4,346			$3.42	3.28		$9,698
Options exercisable as of June 30, 2014	1,954			$2.58	2.11		$5,002

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 10 years from the date of grant unless expiration has been otherwise accelerated in accordance with a termination and/or separation agreement.

For the quarter ended June 30, 2014, 110,519 options were exercised by participants of the 2009 Covisint LTIP.

Stock Awards Compensation

For the three months ended June 30, 2014 and 2013, respectively, stock awards compensation expense was recorded as follows in thousands:

	Three Months Ended June 30,
	2014		2013
Stock awards compensation classified as:
Cost of revenue		$515		$5
Research and development	66		47
Sales and marketing	605		47
General and administrative	1,432		387
Total stock awards compensation expense before income taxes		$2,618		$486

Total stock awards compensation expense before income taxes of $2.6 million for the three months ended June 30, 2014, is comprised of $1.5 million of stock compensation expense according to the normal expense recognition schedule of the grant and $1.1 million of expense recognized due to employee terminations, which, pursuant to the terms of these options, accelerated vesting.

As of June 30, 2014, total unrecognized compensation cost of $5.5 million, net of estimated forfeitures, related to nonvested equity awards granted is expected to be recognized over a weighted-average period of approximately 1.5 years. The following table summarizes the Company’s future recognition of its unrecognized compensation cost related to stock awards as of June 30, 2014 (in thousands).

	Year Ending March 31,
Stock-Based Compensation Plan:	Total		2015		2016		2017		2018
Covisint		$5,381		$2,761		$1,715		$543		$362
Compuware	156		30		89		37		—
Total		$5,537		$2,791		$1,804		$580		$362

In order for Compuware to retain over eighty percent (80%) ownership of Covisint common stock to qualify under the United States Internal Revenue Code Section 355 for a subsequent tax-free distribution of its shares in Covisint to Compuware shareholders, in early June 2014, (a) Covisint issued tandem stock appreciation rights (“SARs”) to its option holders who had options exercisable in 2014; and (b) Covisint and Compuware entered into a Purchase Agreement for Compuware to purchase from Covisint shares of Covisint common stock to fund Covisint’s cash outlay resulting from the exercise of the SARs. Due to Compuware's purchase of 1,381,920 shares of Covisint common stock in the open market during June 2014, Compuware owns sufficient shares of Covisint to maintain its ownership percentage despite the exercise of outstanding vested Covisint options. Accordingly, the tandem SARs were no longer necessary, and, on June 17, 2014, Covisint rescinded the tandem SARs granted to its option holders. On June 20, 2014, Compuware and Covisint agreed to terminate the Purchase Agreement, with a termination date of June 20, 2014.

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SUBSEQUENT EVENTS (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended		0 Months Ended
	Jul. 01, 2014	Jun. 30, 2014	Jul. 01, 2014	Aug. 04, 2014 Majority Shareholder Subsequent Event
Subsequent Event [Line Items]
Proceeds from parent and affiliates				$ 4.1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	750,000	140,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			182,193

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EARNINGS PER COMMON SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Basic loss per share:
Numerator: Net income (loss) (in dollars)	$ (12,116)	$ (4,670)
Weighted-average common shares outstanding	37,499,000	30,003,000
Basic income (loss) per share (in dollars per share)	$ (0.32)	$ (0.16)
Diluted loss per share:
Numerator: Net income (loss) (in dollars)	$ (12,116)	$ (4,670)
Denominator:
Weighted-average common shares outstanding	37,499,000	30,003,000
Dilutive effect of stock awards	0	0
Total shares	37,499,000	30,003,000
Diluted income (loss) per share (in dollars per share)	$ (0.32)	$ (0.16)
Antidilutive shares	4,531,000	4,274,000

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CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

The components of the Company’s intangible assets are as follows (in thousands):

	June 30, 2014
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$49,778		($28,772	)		$21,006
Customer relationship agreements(3)	4,715		(4,032		)	683
Trademarks(4)	340		(340		)	—
Total amortizing intangible assets		$54,833		($33,144	)		$21,689

	March 31, 2014
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$48,989		($27,067	)		$21,922
Customer relationship agreements(3)	4,715		(3,955		)	760
Trademarks(4)	340		(340		)	—
Total amortizing intangible assets		$54,044		($31,362	)		$22,682

_____________________________________________________

(1) The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. 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.

(3) Amortization of customer relationship agreements is included in “sales and marketing” in the condensed consolidated statements of comprehensive loss. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years.

(4) Amortization of trademarks is included in “general and administrative” in the condensed consolidated statements of comprehensive loss. Trademarks were acquired as part of acquisitions and are being amortized over three years.

Schedule of intangible assets, future amortization expense

Estimated future amortization expense, based on identified intangible assets at June 30, 2014, is expected to be as follows (in thousands):

	At June 30, 2014 for the Year Ending March 31,
	2015		2016		2017		2018		2019
Capitalized software		$5,170		$6,226		$5,277		$3,238		$933
Customer relationships	231		308		144		—		—
Total		$5,401		$6,534		$5,421		$3,238		$933

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On July 1, 2014, the Company granted Mr. Inman an option to purchase 750,000 shares of the Company’s common stock with an exercise price of $4.86 per share. The option vests in three equal parts on the first three anniversaries of the grant date. All of the unvested option shares will immediately vest and be exercisable on the date of the termination of Mr. Inman’s employment through the option expiration date: (1) in the event that the Mr. Inman ceases to be employed due to his death or disability; (2) under the circumstances set forth in Mr. Inman’s Severance Agreement; (3) in the event Mr. Inman is terminated by the Company without Cause as defined in the Severance Agreement; or (4) if he is constructively terminated following the effective date of a change in control of the Company.

On July 1, 2014, the Company granted Mr. Inman 182,193 restricted stock units, which vest in equal parts on the first three anniversaries of the grant date. All of the unvested restricted stock units will immediately vest and become non-forfeitable on the date of the termination of Mr. Inman’s employment: (1) in the event that Mr. Inman ceases to be employed due to his death or disability; (2) under the circumstances set forth in Mr. Inman’s Severance Agreement; (3) in the event Mr. Inman is terminated by the Company without Cause as defined in the Severance Agreement; or (4) if he is constructively terminated following the effective date of a change in control of the Company.

On August 4, 2014, the Company received from Compuware $4.1 million, the balance due from parent and affiliates as of June 30, 2014.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) include the accounts of Covisint Corporation and subsidiaries, a Michigan corporation majority-owned by Compuware Corporation (“Compuware” or the “Parent”).

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 June 30, 2014, 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 evaluated subsequent events through the date its financial statements were issued.

These financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K. Prior to April 1, 2014, the Compuware allocation was recorded within general and administrative expense. Effective April 1, 2014, the allocation was replaced with actual expenses and these have been recorded in each respective line item. Other than this allocation, there have been no significant changes to the Company’s accounting policies as disclosed in the Company’s 2014 Annual Report on Form 10-K.

Revenue Recognition

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. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not 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.

Income Taxes

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company adopted this ASU effective April 1, 2014, and the adoption did not have a significant impact on the Company's financial statements.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company adopted this ASU effective April 1, 2014, and the adoption did not have a significant impact on the Company's financial statements.

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. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not 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.

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EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

EPS data were computed as follows (in thousands, except for per share data):

	Three Months Ended June 30,
	2014			2013
Basic loss per share:
Numerator: Net loss		($12,116	)		($4,670	)
Denominator:
Weighted-average common shares outstanding	37,499			30,003
Basic loss per share		($0.32	)		($0.16	)
Diluted loss per share:
Numerator: Net loss		($12,116	)		($4,670	)
Denominator:
Weighted-average common shares outstanding	37,499			30,003
Dilutive effect of stock awards	—			—
Total shares	37,499			30,003
Diluted loss per share		($0.32	)		($0.16	)

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BENEFIT PLANS (Details) (USD $)	0 Months Ended		3 Months Ended			3 Months Ended																						3 Months Ended	1 Months Ended	3 Months Ended		3 Months Ended
	Jul. 01, 2014	Dec. 31, 2013	Jun. 30, 2014	Jun. 30, 2013	Aug. 31, 2009	Jun. 30, 2014 2009 Covisint LTIP	Jun. 30, 2014 Cost of revenue	Jun. 30, 2013 Cost of revenue	Jun. 30, 2014 Research and development	Jun. 30, 2013 Research and development	Jun. 30, 2014 Selling and marketing	Jun. 30, 2013 Selling and marketing	Jun. 30, 2014 Administrative and general	Jun. 30, 2013 Administrative and general	Jun. 30, 2014 Normal Expense Recognition	Jun. 30, 2014 One-time Termination Benefits	Jun. 30, 2014 Stock options	Jun. 30, 2014 Stock options Vesting schedule one, fifth anniversary	Jun. 30, 2014 Stock options Vesting schedule three, second anniversary	Jun. 30, 2014 Stock options IPO	Jun. 30, 2014 Stock options First anniversary	Jun. 30, 2014 Stock options Second anniversary	Jun. 30, 2014 Stock options Third anniversary	Jun. 30, 2014 Stock options Upon change of control or termination within 12 months of IPO	Jun. 30, 2014 Stock options Upon change of control or termination after 12 months of IPO	Jun. 30, 2014 Performance-based Stock Awards	Jun. 30, 2013 Performance-based Stock Awards	Jun. 30, 2013 Performance-based Stock Awards Administrative and general	Jun. 30, 2014 Compuware	Jun. 30, 2014 Compuware	Jun. 30, 2014 Compuware Minimum	Jun. 30, 2014 Compuware Stock options	Jun. 30, 2014 Compuware Stock options Vesting schedule one, third anniversary	Jun. 30, 2014 Compuware Stock options Vesting schedule one, fourth anniversary	Jun. 30, 2014 Compuware Stock options Vesting schedule two	Jun. 30, 2014 Compuware Stock options Vesting schedule three, first anniversary	Jun. 30, 2014 Compuware Stock options Vesting schedule three, third anniversary	Jun. 30, 2014 Compuware Restricted Stock Units (RSUs)
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Employer matching contribution, percent of match			33.00%
Employer matching contribution, percent of employees' gross pay			2.00%
Contribution vesting rights, percentage			100.00%
Contribution vesting period			1 year
401(k) cost recognized			$ 200,000	$ 200,000
Number of Options
Outstanding, beginning balance (in shares)	4,418,000		4,458,000																											472,000
Granted (in shares)	750,000		140,000																											0
Exercised (in shares)			(111,000)			(110,519)																								(29,000)
Forfeited (in shares)			(69,000)																											(26,000)
Cancelled/expired (in shares)																														(12,000)
Outstanding, ending balance (in shares)			4,418,000			4,413,000																							405,000	405,000
Number of Options vested and expected to vest, net of estimated forfeitures (in shares)			4,346,000																										393,000	393,000
Number of Options exercisable (in shares)			1,954,000																										279,000	279,000
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 3.54		$ 3.48																											$ 9.23
Granted (in dollars per share)			$ 7.20
Exercised (in dollars per share)																														$ 8.12
Forfeited (in dollars per share)			$ 9.39																											$ 9.84
Cancelled/expired (in dollars per share)																														$ 11.16
Outstanding, ending balance (in dollars per share)			$ 3.54																										$ 9.21	$ 9.21
Options vested and expected to vest, net of estimated forfeitures, Weighted Average Exercise Price (in dollars per share)			$ 3.42																										$ 9.19	$ 9.19
Options exercisable, Weighted Average Exercise Price (in dollars per share)			$ 2.58																										$ 8.90	$ 8.90
Outstanding options, Weighted Average Remaining Contractual Term in Years			3 years 4 months 17 days																											1 year 9 months 7 days
Outstanding vested and expected to vest, net of estimated forfeitures, Weighted Average Remaining Contractual Term in Years			3 years 3 months 11 days																											1 year 8 months 19 days
Options exercisable, Weighted Average Remaining Contractual Term in Years			2 years 1 month 10 days																											1 year 2 months 23 days
Exercised, Aggregate Intrinsic Value																														59,000
Options outstanding, Aggregate Intrinsic Value			9,698,000																										366,000	366,000
Options vested and expected to vest, net of estimated forfeitures, Aggregate Intrinsic Value			9,698,000																										366,000	366,000
Options exercisable, Aggregate Intrinsic Value			5,002,000																										357,000	357,000
Award vesting rights, percentage																		25.00%	30.00%	25.00%	25.00%	25.00%	25.00%	25.00%	100.00%								50.00%	25.00%	25.00%	30.00%	40.00%	25.00%
Award vesting period																																			4 years			4 years
Expiration period																	10 years															10 years
Options vested (in shares)																														1,376
Options vested, weighted average fair value (in dollars per share)																														$ 8.63
Shares
Non-vested RSU outstanding, beginning balance (in shares)	182,193																										631,000											182,000
Granted (in shares)																																						0
Released (in shares)																																						(32,000)
Forfeited (in shares)																																						(4,000)
Dividend equivalents, net (in shares)																																						1,000
Non-vested RSU outstanding, ending balance (in shares)																											631,000											147,000
Dividend equivalents, net, Weighted Average Grant-Date Fair Value (in dollars per share)																																						$ 9.74
Released, Aggregate Intrinsic Value																																						$ 320,000
Dividends paid (in dollars per share)																														$ 0.125
Dividend equivalents (in shares)																																						967
Common shares reserved for issuance (in shares)			7,500,000		4,500,000
Increase in common shares reserved for issuance (in shares)		3,000,000
Share-based compensation expense			2,618,000	486,000			515,000	5,000	66,000	47,000	605,000	47,000	1,432,000	387,000	1,500,000	1,100,000										2,600,000		200,000
Unrecognized compensation cost, weighted-average period			1 year 6 months
Unrecognized compensation cost
Total			5,537,000			5,381,000																							156,000	156,000
2015			2,791,000			2,761,000																							30,000	30,000
2016			1,804,000			1,715,000																							89,000	89,000
2017			580,000			543,000																							37,000	37,000
2018			$ 362,000			$ 362,000																							$ 0	$ 0
Equity Method Investment, Ownership Percentage																															80.00%
Shares issued																													1,381,920

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Mar. 31, 2014	$ 101,610	$ 0	$ 140,569	$ (38,947)	$ (12)
Beginning balance (in shares) at Mar. 31, 2014		37,490,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(12,116)			(12,116)
Parent contribution of stock awards and related taxes, net	(12)		(12)
Covisint stock compensation	2,479		2,479
Covisint stock option exercise (in shares)	111,000	110,519
Covisint stock option exercises	196		196
Income taxes	4,301		4,301
Foreign currency translation	7				7
Ending balance at Jun. 30, 2014	$ 96,465	$ 0	$ 147,533	$ (51,063)	$ (5)
Ending balance (in shares) at Jun. 30, 2014		37,601,019

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

The Company entered into standalone operating lease agreements for its Shanghai, China and Detroit locations in the first quarter of our fiscal year 2015. The Shanghai lease expires on April 30, 2017 and does not contain any purchase obligations associated with the lease. The total future minimum lease obligation of the Shanghai lease is approximately $1.5 million as of June 30, 2014. The lease agreement for the Company's Detroit location expires 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. We believe these lawsuits are without merit, and we intend to vigorously defend them. The Company currently has no other outstanding material litigation.

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COMMITMENTS AND CONTINGENCIES Operating Leases (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014
Other Commitments [Line Items]
Operating Leases, Future Minimum Payments Due	$ 1.5