8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 10, 2015

Covisint Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-36088

Michigan (State or other jurisdiction of incorporation or organization)	26-2318591 (I.R.S. Employer Identification No.)
One Campus Martius, Suite 700, Detroit, Michigan (Address of Principal Executive Offices)	48226-5099 (Zip Code)

(Registrant’s telephone number, including area code): (313) 961-4100

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On February 10, 2015, Covisint Corporation (“Covisint”) issued a press release announcing financial results for its third quarter ended December 31, 2014 and certain other information.  A copy of the press release is furnished with the Report as Exhibit 99.1. The Registrant intends to hold an investor call and webcast to discuss these results on February 10, 2015, at 5:00 p.m. Eastern Time. Additional presentation materials relating to such call are furnished hereto as Exhibit 99.2 and are incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K, including but not limited to statements set forth in the attached press release and additional presentation materials, may constitute forward-looking statements. These forward looking statements involve a number of known and unknown risks, uncertainties and other factors that may cause such forward-looking statements not to be realized and that could cause actual results to differ materially from Covisint’s expectations in these statements. For more information about other risks that could affect the forward-looking statements herein, please see Covisint’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, and other filings made with the Securities and Exchange Commission. Covisint expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.

Item 7.01. Regulation FD Disclosure,

The disclosures in Item 2.02 of this report, the press release furnished as Exhibit 99.1 to this Report, and the additional presentation materials furnished as Exhibit 99.2 to this Report, are incorporated in this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release, dated February 10, 2015.

99.2 Presentation materials dated February 10, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COVISINT CORPORATION

Date: February 10, 2015                        By:    /s/ Enrico Digirolamo    

Enrico Digirolamo

Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated February 10, 2015
99.2	Presentation materials dated February 10, 2015

EX-99.1

NEWS RELEASE

One Campus Martius, Suite 700 • Detroit, Michigan 48226
(313) 961-4100

For Immediate Release

February 10, 2014

Covisint Corporation Announces Third Quarter Fiscal 2015 Earnings Results

• Total revenue of $21.8 million

• Subscription revenue of $15.7 million

• Provides update on progress of strategic initiatives to refocus and position business for growth

• Named Senior Vice President, Products and Marketing

• Completed spin-off from Compuware Corporation

DETROIT -- February 10, 2015 -- Covisint Corporation (Nasdaq: COVS), provider of a B2B Cloud Platform that ensures trusted information gets where it needs to go securely and seamlessly, today announced financial results for the third quarter of its fiscal 2015 ended December 31, 2014.

“We are pleased with our financial results for the fiscal third quarter. Our subscription business performed in line with our expectations and we continued to execute against the key strategic initiatives that we outlined for the fiscal year 2015,” said Covisint Chairman and CEO Sam Inman. “During the quarter, we added a number of new certified service partners, and strengthened our management team with the appointment of Aaron Aubrecht as our Senior Vice President, Products and Marketing. Most importantly, enterprises are increasingly looking to Covisint to provide our business-to-business cloud platform to connect their business partners, customers and employees.”

Third Quarter 2015 Financial Highlights

• Revenues: Subscription and support revenue was $15.7 million, a decline of 11% year-over-year. Services revenue was $6.1 million, a decline of 7% year-over-year. Total revenues were $21.8 million, a decline of 10% year-over-year.

• Gross Profit: GAAP gross profit was $7.4 million. GAAP gross margin was 34%. Non-GAAP gross profit was $9.1 million. Non-GAAP gross margin was 42%.

• Earnings: GAAP diluted net loss per share was ($0.18) compared to ($0.22) in the same quarter last year. Non-GAAP diluted net loss per share was ($0.11) compared to ($0.10) in the same quarter last year.

Third Quarter Fiscal 2015 Business Highlights

In the third quarter, Covisint:

• Completed its previously announced spin from Compuware Corporation on October 31, 2014. Covisint also announced changes to its Board structure, with the appointment of Sam Inman as Chairman and Philip Lay as lead director.

• Named Dr. Homaira Akbari to Covisint’s board of directors. Dr. Akbari has extensive experience and deep domain knowledge in software-as-a-service, mobility and security technologies. She is currently President and CEO of AKnowledge Partners, LLC, an international advisory firm providing services to leading private equity funds and Fortune 1000 corporations.

• Announced the addition of VisionIT, Rumba Solutions and MindLift to Covisint’s Certified Service Partner program. VisionIT’s success and experience in delivering stable, scalable, global solutions for their customer base aligns precisely with the focus of Covisint’s partner program. Rumba Solutions’ success in delivering innovative solutions across cloud, mobile and web initiatives makes them ideal to join Covisint’s Certified Service Partner program. Finally, MindLift, will help enterprises develop comprehensive platform solutions focused on identity and access management to improve customer, partner and employee experiences. The initial focus of these partners will be on delivering Covisint services with support for reselling subscription services being included later in the year.

• Demonstrated the next-gen vehicle owner connectivity experience at the 2015 North American International Auto Show (NAIAS). As part of the 2015 Technology Showcase at NAIAS, Covisint presented interactive demonstrations on the next-gen “connected owner” experience, discussed “Top 5 Connected Car Predictions for 2015,” highlighted how the Internet of Things is transforming the automotive industry, and showcased how Covisint is providing support for Hyundai’s newly released Hyundai Blue Link smartwatch application. As one of the early pioneers in the cloud and the Internet of Things, Covisint has long been at the forefront of helping customers and business partners embrace the larger automotive ecosystem and enable a better experience for owners.

• Delivered a presentation on managing the identity of “things” at the Gartner Identity & Access Management Summit. Covisint Chief Security Officer David Miller’s presentation titled, “Are Companies Prepared to Manage the Growing Identity of ‘Things,’” addressed how nearly all “things” - including people to machines, such as vehicles, oil rigs and medical devices - will soon have a digital identity, and how organizations can manage these identities while ensuring the secure flow of trusted information between them.

Use of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), Covisint monitors non-GAAP measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per diluted share and adjusted EBITDA. Each of these financial measures excludes the impact of certain items (the impact of stock award compensation expense, the amortization of intangible assets and amounts incurred for capitalized internal software costs) and, therefore, has not been calculated in accordance with GAAP.

Covisint monitors these non-GAAP measures to evaluate its ongoing operational performance and enhance an overall understanding of its past financial performance. Covisint believes that these non-GAAP metrics help illustrate underlying trends in its business that could otherwise be masked by the effect of the income or expenses, as well as the related tax effects, that are excluded in non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per diluted share and adjusted EBITDA. Furthermore, Covisint uses these measures to establish budgets and operational goals for managing its business and evaluating its performance. Covisint also believes that these non-GAAP measures provide additional tools for investors to use in comparing its recurring core business operating results over multiple periods against other companies in its industry.

The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release to the most directly comparable GAAP financial measures is included with the financial statements contained in this press release. Management uses both GAAP and

non-GAAP information in evaluating and operating its business internally and as such has determined that it is important to provide this information to investors.

Conference Call and Webcast Information

Covisint management will hold a conference call at 5:00 p.m. (Eastern time) today to discuss these results. The U.S. toll free dial-in for the conference call is 1-877-407-4018, and the international dial-in number is 1-201-689-8471. No passcode is required. A live webcast of the conference call will also be available on the company's website at investors.covisint.com.

For those unable to participate in the conference call, a replay will be available after the conclusion of the earnings call on February 10, 2015, through February 17, 2015. The U.S. toll-free replay dial-in number is 1-877-870-5176 and the international replay dial-in number is 1-858-384-5517. The replay passcode is 13600068.

Covisint Corporation

Covisint provides a single entry point for business partners, customers, and employees to connect with enterprises that ensures trusted information gets to the right people and place at the right time. Covisint’s B2B Cloud Platform enables solutions that allow enterprises and industries to solve complex information and user management challenges across Business-to-Partner (B2P), Business-to-Customer (B2C) and Business-to-Enterprise (B2E) relationships. Today, Covisint powers, secures and connects more than 212,000 business partners and customers to some of the world's leading global enterprises across multiple industries. Learn more at www.covisint.com.

• Follow us:

• Covisint on Twitter

• Covisint on LinkedIn

• Covisint on Facebook

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding Covisint's future financial performance, market growth, the demand for Covisint's solutions, and general business conditions. Any forward-looking statements contained in this press release are based upon Covisint's historical performance and its current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent Covisint's expectations as of the date of this press release. Subsequent events may cause these expectations to change, and Covisint's disclaims any obligation to update the forward-looking statements in the future. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, our ability to attract new customers; the extent to which customers renew their contracts for our solutions; the extent we are able to maintain pricing with our customers at renewal; the seasonality of our business; our ability to manage our growth; the continued growth of the market for our solutions; the success of our channel partner and certified partner strategies; competition from current competitors and new market entrants; our ability to penetrate new vertical markets; unpredictable macro-economic conditions; the loss of any of our key employees; the length of the sales and implementation cycles for our solutions; increased demands on our infrastructure and costs associated with operating as a public company; failure to protect our intellectual property; changes in current tax or accounting rules; and other risk and uncertainties. Further information on potential factors that could affect actual results is included in Covisint's reports filed with the SEC.

Investor Relations Contact

866.319.7659

investors@covisint.com

Media Contact

Brad Schechter

313.961.5290

bschecht@covisint.com

For Sales and Marketing Information

Covisint Corporation, One Campus Martius, Suite 700, Detroit, MI 48226, 313-961-4100

http://www.covisint.com

COVISINT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)

	December 31, 2014			March 31, 2014
ASSETS
CURRENT ASSETS:
Cash		$43,325			$49,536
Accounts receivable, net	14,035			21,838
Deferred tax asset, net	—			1,017
Due from parent and affiliates	—			2,813
Other current assets	7,159			5,983
Total current assets	64,519			81,187
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION	6,103			4,751
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET	19,941			23,040
OTHER:
Goodwill	25,385			25,385
Deferred costs	2,674			6,188
Deferred tax asset, net	120			131
Other assets	895			766
Total other assets	29,074			32,470
TOTAL ASSETS		$119,637			$141,448
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		$5,123			$3,893
Accrued commissions	2,578			1,640
Deferred revenue	10,727			16,606
Accrued expenses	2,774			3,752
Deferred tax liability, net	201			—
Total current liabilities	21,403			25,891
DEFERRED REVENUE	5,812			11,223
ACCRUED EXPENSES	58			56
DEFERRED TAX LIABILITY, NET	1,676			2,668
Total liabilities	28,949			39,838
COMMITMENTS AND CONTINGENCIES	—			—
SHAREHOLDER’S EQUITY:
Common Stock	—			—
Additional paid-in capital	156,036			140,569
Retained deficit	(65,328		)	(38,947		)
Accumulated other comprehensive income (loss)	(20		)	(12		)
Total shareholders' equity	90,688			101,610
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY		$119,637			$141,448

COVISINT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2014			2013			2014			2013
REVENUE		$21,755			$24,109			$65,077			$72,735
COST OF REVENUE	14,384			13,660			43,976			41,096
GROSS PROFIT	7,371			10,449			21,101			31,639
OPERATING EXPENSES:
Research and development	2,865			3,533			8,564			9,362
Sales and marketing	7,006			8,484			24,781			26,610
General and administrative	4,455			6,724			14,112			21,338
Total operating expenses	14,326			18,741			47,457			57,310
OPERATING LOSS	(6,955		)	(8,292		)	(26,356		)	(25,671		)
Other income	15			—			54			—
LOSS BEFORE INCOME TAX PROVISION	(6,940		)	(8,292		)	(26,302		)	(25,671		)
INCOME TAX PROVISION	21			22			79			59
NET LOSS		($6,961	)		($8,314	)		($26,381	)		($25,730	)
DILUTED EPS COMPUTATION
Numerator: Net loss		($6,961	)		($8,314	)		($26,381	)		($25,730	)
Denominator:
Weighted-average common shares outstanding	38,423			37,363			37,962			32,599
Dilutive effect of stock awards	—			—			—			—
Total shares	38,423			37,363			37,962			32,599
Diluted EPS		($0.18	)		($0.22	)		($0.69	)		($0.79	)

COVISINT CORPORATION

NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER31,
	2014			2013			2014			2013
REVENUE		$21,755			$24,109			$65,077			$72,735
COST OF REVENUE	12,657			11,812			38,290			35,345
GROSS PROFIT	9,098			12,297			26,787			37,390
OPERATING EXPENSES:
Research and development	3,679			4,391			10,713			13,070
Sales and marketing	6,505			7,289			23,118			21,223
General and administrative	3,234			4,229			10,642			13,429
Total operating expenses	13,418			15,909			44,473			47,722
OPERATING LOSS	(4,320		)	(3,612		)	(17,686		)	(10,332		)
Other income	15			—			54			—
LOSS BEFORE INCOME TAX PROVISION	(4,305		)	(3,612		)	(17,632		)	(10,332		)
INCOME TAX PROVISION	21			22			79			59
NET LOSS		($4,326	)		($3,634	)		($17,711	)		($10,391	)
DILUTED EPS COMPUTATION
Numerator: Net loss	$	(4,326	)	$	(3,634	)	$	(17,711	)	$	(10,391	)
Denominator:
Weighted-average common shares outstanding	38,423			37,363			37,962			32,599
Dilutive effect of stock awards
Total shares	38,423			37,363			37,962			32,599
Diluted EPS		($0.11	)		($0.10	)		($0.47	)		($0.32	)

COVISINT CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP

(In Thousands, Except Per Share Data)

(Unaudited)

	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2014			2013			2014			2013
Gross profit		$7,371			$10,449			$21,101			$31,639
Gross profit %	34		%	43		%	32		%	43		%
Adjustments:
Stock compensation expense—cost of revenue	(1		)	137			583			735
% of total revenue	—		%	1		%	1		%	1		%
Cost of revenue—amortization of capitalized software	1,728			1,711			5,103			5,016
% of total revenue	8		%	7		%	8		%	7		%
Adjusted gross profit		$9,098			$12,297			$26,787			$37,390
Adjusted gross profit %	42		%	51		%	41		%	51		%
	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2014			2013			2014			2013
Cost of revenue		$14,384			$13,660			$43,976			$41,096
Adjustments:
Stock compensation expense	(1		)	137			583			735
Cost of revenue - amortization of capitalized software	1,728			1,711			5,103			5,016
Cost of revenue, non-GAAP		$12,657			$11,812			$38,290			$35,345
	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2014			2013			2014			2013
Research and development		$2,865			$3,533			$8,564			$9,362
Adjustments:
Capitalized internal software costs	(869		)	(1,016		)	(2,298		)	(4,364		)
Stock compensation expense	55			158			149			656
Research and development, non-GAAP		$3,679			$4,391			$10,713			$13,070
	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,

	2014			2013			2014			2013
Sales and marketing		$7,006			$8,484			$24,781			$26,610
Adjustments:
Stock compensation expense	424			1,118			1,369			5,154
Amortization of customer relationship agreements	77			77			294			233
Sales and marketing, non-GAAP		$6,505			$7,289			$23,118			$21,223
	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2014			2013			2014			2013
General and administrative		$4,455			$6,724			$14,112			$21,338
Adjustments:
Stock compensation expense	1,221			2,495			3,470			7,869
Amortization of trademarks	—			—			—			40
General and administrative, non-GAAP		$3,234			$4,229			$10,642			$13,429
	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2014			2013			2014			2013
Net loss		($6,961	)		($8,314	)		($26,381	)		($25,730	)
Adjustments:
Capitalized internal software costs	(869		)	(1,016		)	(2,298		)	(4,364		)
Stock compensation expense	1,699			3,908			5,571			14,414
Amortization of capitalized software and other intangibles	1,805			1,788			5,397			5,289
Net loss, non-GAAP		($4,326	)		($3,634	)		($17,711	)		($10,391	)
	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2014			2013			2014			2013
Diluted EPS		($0.18	)		($0.22	)		($0.69	)		($0.79	)
Adjustments:
Capitalized internal software costs	(0.02		)	(0.03		)	(0.06		)	(0.13		)
Stock compensation expense	0.04			0.10			0.14			0.44
Amortization of capitalized software and other intangibles	0.05			0.05			0.14			0.16
Diluted EPS, non-GAAP		($0.11	)		($0.10	)		($0.47	)		($0.32	)

COVISINT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	NINE MONTHS ENDED DECEMBER 31,
	2014			2013
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income (loss)		($26,381	)		($25,730	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
Depreciation and amortization	7,091			6,423
Deferred income taxes	(8		)	43
Stock award compensation	5,571			14,413
Net change in assets and liabilities, net of effects from currency fluctuations:
Accounts receivable	7,626			6,464
Other assets	2,713			1,891
Accounts payable and accrued expenses	105			(376		)
Deferred revenue	(11,134		)	(5,730		)
Net cash provided by (used in) operating activities		($14,417	)		($2,602	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of:
Property and equipment	(1,975		)	(1,936		)
Capitalized software	(2,298		)	(4,364		)
Net cash used in investing activities		($4,273	)		($6,300	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
Cash payments from parent company	23,999			53,208
Cash payments to parent company	(13,879		)	(57,942		)
Proceeds from initial public offering	—			68,448
Initial public offering costs	—			(1,397		)
Net proceeds from exercise of stock awards	2,404			332
Net cash provided by financing activities		$12,524			$62,649
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(45		)	57
NET CHANGE IN CASH	(6,211		)	53,804
CASH AT BEGINNING OF PERIOD	49,536			966
CASH AT END OF PERIOD		$43,325			$54,770

EX-99.2

Covisint Corporation Third Quarter Fiscal 2015 Results

2 Forward Looking Statements This presentation contains “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business and results of operations; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding future events, potential markets or market size, technology developments, or enforceability of our intellectual property rights; and any statements of assumptions underlying any of the foregoing. These statements are based on estimates and information available to us at the time of this presentation and are not guarantees of future performance. Actual results could differ materially from our current expectations as a result of many factors, including but not limited to: quarterly fluctuations in our business and results of operations; our ability to address market needs and sell our applications and services successfully; the general market conditions of the industry; and the effects of competition. These and other risks and uncertainties associated with our business are described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014. We assume no obligation and do not intend to update these forward-looking statements. In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These historical and forward-looking non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP measures is included in the appendix to this presentation. Covisint is a registered trademark of Covisint Corporation. This presentation also contains additional trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

3 FY15: Transition Year • Leadership and Organization – SVP Products and Marketing on board: flag-bearer at our new CA location – Completing build out of sales organization with key appointments • Software/Services to Software Focus – Sales organization re-focusing message, go-to-market and compensation – Healthcare application business transition completion expected by fiscal year end – Moving to final phase of services transition to partners: three new services partners added • Strategic Partnerships – Cisco relationship moving to next stage – New partner added and others in process – Extended General Motors contract to early 2020 • Cost and Revenue Alignment – Executed expense reduction – Announced relocation of Corporate HQ to a more economical location

4 Q3FY15: Non-GAAP Financial Overview Non-GAAP* income Statement ($ in thousands) Q3FY15 Y/Y Q/Q REVENUE Subscription 15,660 (11)% (7)% Services 6,095 (7)% 22% Total revenue 21,755 (10)% 0% COST OF REVENUE 12,657 7% 1% GROSS PROFIT 9,098 (26)% (1)% Gross margin 42% OPERATING EXPENSES Research and development 3,679 (16)% 15% Sales and marketing 6,505 (11)% (14)% General and administrative 3,234 (24)% (2)% Total operating expenses 13,418 Operating Loss (4,320) Other Income 15 Income (loss) before tax (4,305) Income tax provision 21 NET INCOME (LOSS) (4,326) Diluted EPS ( 0.11) Guidance FY15 Subscription Revenue** (2)% - 0% Services Revenue** (34)% - (24)% Total Revenue** (11)% - (9)% Total Shares 39 mil *Excludes the impact of stock compensation and the expensing of certain R&D costs (rather than capitalizing such costs) **Y/Y growth Rounding may affect some variances and subtotals

Appendix

6 Q3FY15: Non-GAAP Reconciliation Rounding may affect some variances and subtotals Q3FY15 Cost of Revenue 14,384 Adjustments: Stock compensation expense (1) Cost of revenue–amortization of capitalized software 1,728 Cost of revenue, non-GAAP 12,657 Research and development 2,865 Adjustments: Capitalized internal software costs (869) Stock compensation expense 55 Research and development, non-GAAP 3,679 Sales and marketing 7,006 Adjustments: Stock compensation expense 424 Amortization of customer relationship agreements 77 Sales and marketing, non-GAAP 6,505 Q3FY15 General and administrative 4,455 Adjustments: Stock compensation expense 1,221 General and Administrative, non-GAAP 3,234 Net income (loss) (6,961) Adjustments: Capitalized internal software costs (869) Stock compensation expense 1,699 Amortization of intangibles 1,805 Net income (loss), non-GAAP (4,326) Diluted EPS (0.18) Adjustments: Capitalized internal software costs (0.02) Stock compensation expense 0.04 Amortization of intangibles 0.05 Diluted EPS, non-GAAP (0.11)