Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Dec. 31, 2013 | Jan. 22, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'otex | ' |
Entity Registrant Name | 'OPEN TEXT CORP | ' |
Entity Central Index Key | '0001002638 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 60,473,680 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $515,354 | $470,445 |
Accounts receivable trade, net of allowance for doubtful accounts of $3,937 as of December 31, 2013 and $4,871 as of June 30, 2013 (note 3) | 173,347 | 174,927 |
Income taxes recoverable (note 14) | 14,048 | 17,173 |
Prepaid expenses and other current assets | 48,348 | 43,464 |
Deferred tax assets (note 14) | 10,671 | 11,082 |
Total current assets | 761,768 | 717,091 |
Property and equipment (note 4) | 96,737 | 88,364 |
Goodwill (note 5) | 1,267,317 | 1,246,872 |
Acquired intangible assets (note 6) | 324,185 | 363,615 |
Deferred tax assets (note 14) | 133,502 | 135,695 |
Other assets (note 7) | 26,648 | 25,082 |
Deferred charges (note 8) | 60,005 | 67,633 |
Long-term income taxes recoverable (note 14) | 10,560 | 10,465 |
Total assets | 2,680,722 | 2,654,817 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities (note 9) | 188,896 | 188,443 |
Current portion of long-term debt (note 10) | 54,994 | 51,742 |
Deferred revenues | 246,738 | 282,387 |
Income taxes payable (note 14) | 6,494 | 4,184 |
Deferred tax liabilities (note 14) | 1,150 | 1,127 |
Total current liabilities | 498,272 | 527,883 |
Long-term liabilities: | ' | ' |
Accrued liabilities (note 9) | 19,344 | 17,849 |
Deferred credits (note 8) | 18,401 | 11,608 |
Pension liability (note 11) | 25,062 | 24,509 |
Long-term debt (note 10) | 491,250 | 513,750 |
Deferred revenues | 13,014 | 11,830 |
Long-term income taxes payable (note 14) | 146,848 | 140,508 |
Deferred tax liabilities (note 14) | 62,245 | 69,672 |
Total long-term liabilities | 776,164 | 789,726 |
Shareholders’ equity: | ' | ' |
59,159,544 and 59,028,886 Common Shares issued and outstanding at December 31, 2013 and June 30, 2013, respectively; Authorized Common Shares: unlimited | 656,901 | 651,642 |
Additional paid-in capital | 105,281 | 101,865 |
Accumulated other comprehensive income | 42,677 | 39,890 |
Retained earnings | 621,547 | 572,885 |
Treasury stock, at cost (416,707 shares at December 31, 2013 and 610,878 at June 30, 2013, respectively) | -20,120 | -29,074 |
Total shareholders’ equity | 1,406,286 | 1,337,208 |
Total liabilities and shareholders’ equity | $2,680,722 | $2,654,817 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable trade, allowance for doubtful accounts | $3,937 | $4,871 |
Common stock, shares outstanding (in shares) | 59,159,544 | 59,028,886 |
Common stock, shares issued (in shares) | 59,159,544 | 59,028,886 |
Treasury stock, shares (in shares) | 416,707 | 610,878 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | ' | ' | ' | ' |
License | $81,164 | $76,125 | $136,470 | $131,781 |
Cloud services | 42,131 | 44,842 | 83,778 | 88,715 |
Customer support | 174,425 | 164,658 | 342,865 | 326,754 |
Professional service and other | 65,787 | 66,555 | 124,854 | 131,124 |
Total revenues | 363,507 | 352,180 | 687,967 | 678,374 |
Cost of revenues: | ' | ' | ' | ' |
License | 3,304 | 5,331 | 6,340 | 9,499 |
Cloud services | 15,963 | 17,946 | 30,228 | 35,928 |
Customer support | 24,409 | 28,277 | 46,579 | 54,100 |
Professional service and other | 51,245 | 49,242 | 96,680 | 99,294 |
Amortization of acquired technology-based intangible assets (note 6) | 13,035 | 23,191 | 34,565 | 46,973 |
Total cost of revenues | 107,956 | 123,987 | 214,392 | 245,794 |
Gross profit | 255,551 | 228,193 | 473,575 | 432,580 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 41,917 | 38,718 | 82,133 | 78,624 |
Sales and marketing | 81,290 | 67,977 | 150,703 | 132,492 |
General and administrative | 32,815 | 28,742 | 61,701 | 55,706 |
Depreciation | 6,898 | 6,105 | 13,356 | 12,214 |
Amortization of acquired customer-based intangible assets (note 6) | 12,432 | 17,147 | 29,709 | 34,399 |
Special charges (note 17) | 6,268 | 2,269 | 9,999 | 11,823 |
Total operating expenses | 181,620 | 160,958 | 347,601 | 325,258 |
Income from operations | 73,931 | 67,235 | 125,974 | 107,322 |
Other income (expense), net | -740 | 1,541 | 1,186 | 1,470 |
Interest and other related expense, net | -3,040 | -4,515 | -7,425 | -8,883 |
Income before income taxes | 70,151 | 64,261 | 119,735 | 99,909 |
Provision for income taxes (note 14) | 16,651 | 3,153 | 35,605 | 19,372 |
Net income for the period | $53,500 | $61,108 | $84,130 | $80,537 |
Earnings per share—basic (note 20) | $0.90 | $1.04 | $1.42 | $1.38 |
Earnings per share—diluted (note 20) | $0.90 | $1.04 | $1.41 | $1.37 |
Weighted average number of Common Shares outstanding—basic | 59,136 | 58,503 | 59,100 | 58,473 |
Weighted average number of Common Shares outstanding—diluted | 59,593 | 58,983 | 59,475 | 58,961 |
Dividends declared per Common Share | $0.30 | $0 | $0.60 | $0 |
Consolidated_Statements_Of_Oth
Consolidated Statements Of Other Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income for the period | $53,500 | $61,108 | $84,130 | $80,537 |
Net foreign currency translation adjustments | 113 | -989 | 354 | -1,465 |
Unrealized gain (loss) | -1,433 | -495 | 87 | 2,005 |
(Gain) loss reclassified into net income | 589 | -958 | 1,173 | -1,514 |
Actuarial gain (loss) | 944 | -695 | 1,027 | -876 |
Amortization of actuarial loss into net income | 73 | 75 | 146 | 147 |
Total other comprehensive income (loss), net, for the period | 286 | -3,062 | 2,787 | -1,703 |
Total comprehensive income | $53,786 | $58,046 | $86,917 | $78,834 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net income for the period | $84,130 | $80,537 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization of intangible assets | 77,630 | 93,586 |
Share-based compensation expense | 11,289 | 6,276 |
Excess tax benefits on share-based compensation expense | -1,081 | -611 |
Pension expense | 539 | 470 |
Amortization of debt issuance costs | 1,044 | 1,072 |
Amortization of deferred charges and credits | 5,934 | 5,858 |
Loss on sale and write down of property and equipment | 15 | 24 |
Deferred taxes | -3,198 | -1,152 |
Impairment and other non cash charges | 0 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 9,176 | 20,406 |
Prepaid expenses and other current assets | -4,161 | 1,384 |
Income taxes | 2,409 | -13,888 |
Deferred charges and credits | 8,488 | -436 |
Accounts payable and accrued liabilities | -10,595 | -20,620 |
Deferred revenue | -40,134 | -36,738 |
Other assets | -686 | 289 |
Net cash provided by operating activities | 140,799 | 136,457 |
Cash flows from investing activities: | ' | ' |
Additions of property and equipment | -20,228 | -9,917 |
Purchase of patents | -192 | 0 |
Purchase consideration for prior period acquisitions | -443 | -431 |
Other investing activities | -974 | 0 |
Net cash used in investing activities | -52,425 | -326,195 |
Cash flows from financing activities: | ' | ' |
Excess tax benefits on share-based compensation expense | 1,081 | 611 |
Proceeds from issuance of Common Shares | 5,429 | 6,402 |
Repayment of long-term debt | -19,087 | -15,338 |
Debt issuance costs | -273 | 0 |
Payments of dividends to shareholders | -35,468 | 0 |
Net cash used in financing activities | -48,318 | -8,325 |
Foreign exchange gain on cash held in foreign currencies | 4,853 | 5,574 |
Increase (decrease) in cash and cash equivalents during the period | 44,909 | -192,489 |
Cash and cash equivalents at beginning of the period | 470,445 | 559,747 |
Cash and cash equivalents at end of the period | 515,354 | 367,258 |
EasyLink Services International Corporation [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | 0 | -315,331 |
System Solutions Australia Pty Limited [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | 0 | -516 |
Cordys Holding BV [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | ($30,588) | $0 |
Basis_Of_Presentation
Basis Of Presentation | 6 Months Ended |
Dec. 31, 2013 | |
Basis Of Presentation [Abstract] | ' |
Basis Of Presentation | ' |
BASIS OF PRESENTATION | |
The accompanying Condensed Consolidated Financial Statements include the accounts of Open Text Corporation and our wholly-owned subsidiaries, collectively referred to as “OpenText” or the “Company”. All inter-company balances and transactions have been eliminated. | |
Throughout this Quarterly Report on Form 10-Q: (i) the term “Fiscal 2014” means our fiscal year beginning on July 1, 2013 and ending June 30, 2014; (ii) the term “Fiscal 2013” means our fiscal year beginning on July 1, 2012 and ending June 30, 2013; (iii) the term “Fiscal 2012” means our fiscal year beginning on July 1, 2011 and ending June 30, 2012; and (iv) the term “Fiscal 2011” means our fiscal year beginning on July 1, 2010 and ending June 30, 2011. | |
These Condensed Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the financial results of Cordys Holding B.V. (Cordys), with effect from August 15, 2013 (see note 18). | |
Use of estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. In particular, significant estimates, judgments and assumptions include those related to: (i) revenue recognition, (ii) allowance for doubtful accounts, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) asset retirement obligations, (x) the realization of investment tax credits, (xi) the valuation of stock options granted and liabilities related to share-based payments, including the valuation of our long-term incentive plan, (xii) the valuation of financial instruments, (xiii) the valuation of pension assets and obligations, and (xiv) accounting for income taxes. | |
Reclassifications | |
Certain prior year balances have been reclassified to conform to the current year's presentation. Such reclassifications were not considered material and did not affect our consolidated total revenues, consolidated operating income or consolidated net income. |
Significant_Accounting_Policie
Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Presentation of Unrecognized Tax Benefits | |
On July 18, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11). ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward except as follows: to the extent a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable tax jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with a deferred tax asset. We adopted ASU 2013-11 in the second quarter of Fiscal 2014 and the adoption thereof did not have a material impact on our Condensed Consolidated Financial Statements. |
Allowance_For_Doubtful_Account
Allowance For Doubtful Accounts | 6 Months Ended | |||
Dec. 31, 2013 | ||||
Allowance For Doubtful Accounts [Abstract] | ' | |||
Allowance For Doubtful Accounts | ' | |||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ||||
Balance as of June 30, 2013 | $ | 4,871 | ||
Bad debt expense | 833 | |||
Write-off /adjustments | (1,767 | ) | ||
Balance as of December 31, 2013 | $ | 3,937 | ||
Property_and_Equipment
Property and Equipment | 6 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||
Property and Equipment | ' | |||||||||||
PROPERTY AND EQUIPMENT | ||||||||||||
As of December 31, 2013 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 14,087 | $ | (7,053 | ) | $ | 7,034 | |||||
Office equipment | 1,290 | (779 | ) | 511 | ||||||||
Computer hardware | 67,424 | (45,894 | ) | 21,530 | ||||||||
Computer software | 20,736 | (12,243 | ) | 8,493 | ||||||||
Leasehold improvements | 39,312 | (19,983 | ) | 19,329 | ||||||||
Buildings | 45,068 | (5,228 | ) | 39,840 | ||||||||
Total | $ | 187,917 | $ | (91,180 | ) | $ | 96,737 | |||||
As of June 30, 2013 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 11,524 | $ | (5,645 | ) | $ | 5,879 | |||||
Office equipment | 1,128 | (692 | ) | 436 | ||||||||
Computer hardware | 60,666 | (40,826 | ) | 19,840 | ||||||||
Computer software | 18,169 | (10,583 | ) | 7,586 | ||||||||
Leasehold improvements | 31,951 | (17,656 | ) | 14,295 | ||||||||
Buildings | 44,993 | (4,665 | ) | 40,328 | ||||||||
Total | $ | 168,431 | $ | (80,067 | ) | $ | 88,364 | |||||
Goodwill
Goodwill | 6 Months Ended | |||
Dec. 31, 2013 | ||||
Goodwill [Abstract] | ' | |||
Goodwill | ' | |||
GOODWILL | ||||
Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. The following table summarizes the changes in goodwill since June 30, 2013: | ||||
Balance as of June 30, 2013 | $ | 1,246,872 | ||
Acquisition of Cordys Holding B.V. (note 18) | 18,589 | |||
Adjustments relating to prior acquisitions | 1,856 | |||
Balance as of December 31, 2013 | $ | 1,267,317 | ||
Acquired_Intangible_Assets
Acquired Intangible Assets | 6 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Acquired Intangible Assets [Abstract] | ' | |||||||||||
Acquired Intangible Assets | ' | |||||||||||
ACQUIRED INTANGIBLE ASSETS | ||||||||||||
As of December 31, 2013 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 576,006 | $ | (437,690 | ) | $ | 138,316 | |||||
Customer Assets | 509,657 | (323,788 | ) | 185,869 | ||||||||
Total | $ | 1,085,663 | $ | (761,478 | ) | $ | 324,185 | |||||
As of June 30, 2013 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 557,039 | $ | (403,126 | ) | $ | 153,913 | |||||
Customer Assets | 503,781 | (294,079 | ) | 209,702 | ||||||||
Total | $ | 1,060,820 | $ | (697,205 | ) | $ | 363,615 | |||||
The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and seven years, respectively. | ||||||||||||
The following table shows the estimated future amortization expense for the fiscal years indicated below. This calculation assumes no future adjustments to acquired intangible assets: | ||||||||||||
Fiscal years ending | ||||||||||||
June 30, | ||||||||||||
2014 (six months ended June 30) | $ | 47,644 | ||||||||||
2015 | 88,941 | |||||||||||
2016 | 64,013 | |||||||||||
2017 | 46,815 | |||||||||||
2018 and beyond | 76,772 | |||||||||||
Total | $ | 324,185 | ||||||||||
Other_Assets
Other Assets | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Assets, Noncurrent Disclosure [Abstract] | ' | |||||||
Other Assets | ' | |||||||
OTHER ASSETS | ||||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Debt issuance costs | $ | 5,569 | $ | 6,340 | ||||
Deposits and restricted cash | 12,091 | 10,205 | ||||||
Long-term prepaid expenses and other long-term assets | 8,988 | 8,537 | ||||||
Total | $ | 26,648 | $ | 25,082 | ||||
Debt issuance costs relate primarily to costs incurred for the purpose of obtaining our term loans and are being amortized over the term of the loans (see note 10 and note 22). Deposits and restricted cash relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of contractual-based agreements. Long-term prepaid expenses and other long-term assets primarily relate to advance payments on long-term licenses that are being amortized over the applicable terms of the licenses, and a “technology incubator” venture capital fund investment for which the Company holds less than a 20% interest, is a limited partner and does not exert significant influence over management or investment decisions. |
Deferred_Charges_And_Credits
Deferred Charges And Credits | 6 Months Ended |
Dec. 31, 2013 | |
Deferred Costs [Abstract] | ' |
Deferred Charges And Credits | ' |
DEFERRED CHARGES AND CREDITS | |
Deferred charges and credits relate to cash taxes payable and the elimination of deferred tax balances relating to legal entity consolidations completed as part of internal reorganizations of our international subsidiaries. Deferred charges and credits are amortized to income tax expense over a period of 6 to 15 years. |
Accounts_Payable_And_Accrued_L
Accounts Payable And Accrued Liabilities | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounts Payable and Accrued Liabilities [Abstract] | ' | |||||||
Accounts Payable And Accrued Liabilities | ' | |||||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities are comprised of the following: | ||||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Accounts payable—trade | $ | 11,435 | $ | 8,776 | ||||
Accrued salaries and commissions | 46,053 | 50,568 | ||||||
Accrued liabilities | 124,468 | 120,981 | ||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | 6,202 | 7,130 | ||||||
Asset retirement obligations | 738 | 988 | ||||||
Total | $ | 188,896 | $ | 188,443 | ||||
Long-term accrued liabilities | ||||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | $ | 2,027 | $ | 2,919 | ||||
Other accrued liabilities* | 10,835 | 10,172 | ||||||
Asset retirement obligations | 6,482 | 4,758 | ||||||
Total | $ | 19,344 | $ | 17,849 | ||||
* Other accrued liabilities consist primarily of tenant allowances, deferred rent and lease fair value adjustments relating to certain facilities acquired through business acquisitions. | ||||||||
Asset retirement obligations | ||||||||
We are required to return certain of our leased facilities to their original state at the conclusion of our lease. We have accounted for such obligations in accordance with ASC Topic 410 “Asset Retirement and Environmental Obligations” (ASC Topic 410). As of December 31, 2013, the present value of this obligation was $7.2 million (June 30, 2013—$5.7 million), with an undiscounted value of $7.7 million (June 30, 2013—$6.1 million). |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-term Debt, Unclassified [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
LONG-TERM DEBT | ||||||||
Long-term debt | ||||||||
Long-term debt is comprised of the following: | ||||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Total debt | ||||||||
Term Loan A | $ | 536,250 | $ | 555,000 | ||||
Mortgage | 9,994 | 10,492 | ||||||
546,244 | 565,492 | |||||||
Less: | ||||||||
Current portion of long-term debt | ||||||||
Term Loan A | 45,000 | 41,250 | ||||||
Mortgage | 9,994 | 10,492 | ||||||
54,994 | 51,742 | |||||||
Non current portion of long-term debt | $ | 491,250 | $ | 513,750 | ||||
Term Loan A and Revolver | ||||||||
As of December 31, 2013, our credit facility consists of a $600 million term loan facility (Term Loan A) and a $100 million committed revolving credit facility (the Revolver). Borrowings under the credit facility are secured by a first charge over substantially all of our assets. We entered into this credit facility and borrowed the full amount under Term Loan A on November 9, 2011. | ||||||||
Term Loan A has a five year term and repayments made under Term Loan A are equal to 1.25% of the original principal amount at each quarter for the first 2 years, approximately 1.88% for years 3 and 4 and 2.5% for year 5. For the three and six months ended December 31, 2013, interest on Term Loan A was at a floating rate of LIBOR plus 2.25%. For the three and six months ended December 31, 2012, interest was at a floating rate of LIBOR plus 2.5%. | ||||||||
For the three and six months ended December 31, 2013, we recorded interest expense of $3.4 million and $6.9 million, respectively, relating to Term Loan A (three and six months ended December 31, 2012—$4.1 million and $8.2 million, respectively). | ||||||||
The Revolver has a five year term with no fixed repayment date prior to the end of the term. As of December 31, 2013, we have not drawn any amounts on the Revolver. | ||||||||
Mortgage | ||||||||
We currently have an "open" mortgage with a bank where we can pay all or a portion of the mortgage on or before August 1, 2014. The original principal amount of the mortgage was Canadian $15.0 million and interest accrues monthly at a variable rate of Canadian prime plus 0.50%. Principal and interest are payable in monthly installments of Canadian $0.1 million with a final lump sum principal payment due on maturity. The mortgage is secured by a lien on our headquarters in Waterloo, Ontario, Canada. We first entered into this mortgage in December 2005. | ||||||||
As of December 31, 2013, the carrying value of the mortgage was approximately $10.0 million (June 30, 2013—$10.5 million). | ||||||||
As of December 31, 2013, the carrying value of the Waterloo building that secures the mortgage was $15.9 million (June 30, 2013—$16.1 million). | ||||||||
For the three and six months ended December 31, 2013, we recorded interest expense of $0.1 million and $0.2 million, respectively, relating to the mortgage (three and six months ended December 31, 2012—$0.1 million and $0.2 million). |
Pension_Plans_And_Other_Post_R
Pension Plans And Other Post Retirement Benefits | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Pension Plans And Other Post Retirement Benefits | ' | ||||||||||||||||
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS | |||||||||||||||||
The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT) and Open Text Software GmbH (IXOS) as of December 31, 2013 and June 30, 2013: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||
CDT defined benefit plan | $ | 24,498 | $ | 601 | $ | 23,897 | |||||||||||
CDT anniversary plan | 418 | 85 | 333 | ||||||||||||||
IXOS defined benefit plans | 832 | — | 832 | ||||||||||||||
Total | $ | 25,748 | $ | 686 | $ | 25,062 | |||||||||||
As of June 30, 2013 | |||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||
CDT defined benefit plan | $ | 23,871 | $ | 535 | $ | 23,336 | |||||||||||
CDT anniversary plan | 425 | 49 | 376 | ||||||||||||||
IXOS defined benefit plans | 797 | — | 797 | ||||||||||||||
Total | $ | 25,093 | $ | 584 | $ | 24,509 | |||||||||||
* | The current portion of the benefit obligation has been included within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets. | ||||||||||||||||
CDT Defined Benefit Plan | |||||||||||||||||
CDT sponsors an unfunded defined benefit pension plan covering substantially all CDT employees (CDT pension plan) which provides for old age, disability and survivors’ benefits. Benefits under the CDT pension plan are generally based on age at retirement, years of service and the employee’s annual earnings. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. | |||||||||||||||||
The following are the details of the change in the benefit obligation for the CDT pension plan for the periods indicated: | |||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||
Benefit obligation—beginning of period | $ | 23,871 | $ | 21,461 | |||||||||||||
Service cost | 228 | 457 | |||||||||||||||
Interest cost | 436 | 888 | |||||||||||||||
Benefits paid | (251 | ) | (466 | ) | |||||||||||||
Actuarial (gain) loss | (1,027 | ) | 278 | ||||||||||||||
Foreign exchange (gain) loss | 1,241 | 1,253 | |||||||||||||||
Benefit obligation—end of period | 24,498 | 23,871 | |||||||||||||||
Less: Current portion | (601 | ) | (535 | ) | |||||||||||||
Non current portion of benefit obligation | $ | 23,897 | $ | 23,336 | |||||||||||||
The following are the details of net pension expense for the CDT pension plan for the periods indicated: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 115 | $ | 117 | $ | 228 | $ | 230 | |||||||||
Interest cost | 219 | 226 | 436 | 446 | |||||||||||||
Amortization of actuarial gains and losses | 69 | 71 | 138 | 139 | |||||||||||||
Net pension expense | $ | 403 | $ | 414 | $ | 802 | $ | 815 | |||||||||
The CDT pension plan is an unfunded plan and therefore no contributions have been made since the inception of the plan. Actuarial gains and losses in excess of 10% of the greater of the projected benefit obligation or the market-related value of plan obligations are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan's active employees. As of December 31, 2013 there is approximately $0.1 million in accumulated other comprehensive income related to the CDT pension plan that is expected to be recognized as a component of net periodic benefit costs over the remaining fiscal year. | |||||||||||||||||
In determining the fair value of the CDT pension plan benefit obligations as of December 31, 2013 and June 30, 2013, respectively, we used the following weighted-average key assumptions: | |||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 2.5 | % | 2.5 | % | |||||||||||||
Pension increases | 2 | % | 2 | % | |||||||||||||
Discount rate | 3.7 | % | 3.5 | % | |||||||||||||
Employee fluctuation rate: | |||||||||||||||||
to age 30 | 1 | % | 1 | % | |||||||||||||
to age 35 | 0.5 | % | 0.5 | % | |||||||||||||
to age 40 | — | % | — | % | |||||||||||||
to age 45 | 0.5 | % | 0.5 | % | |||||||||||||
to age 50 | 0.5 | % | 0.5 | % | |||||||||||||
from age 51 | 1 | % | 1 | % | |||||||||||||
The Company's discount rate is based on AA-rated bonds, denominated in Euros, from German corporations. | |||||||||||||||||
Anticipated pension payments under the CDT pension plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (six months ended June 30) | $ | 301 | |||||||||||||||
2015 | 622 | ||||||||||||||||
2016 | 690 | ||||||||||||||||
2017 | 760 | ||||||||||||||||
2018 | 815 | ||||||||||||||||
2019 to 2023 | 5,976 | ||||||||||||||||
Total | $ | 9,164 | |||||||||||||||
CDT Anniversary Plan | |||||||||||||||||
CDT’s long-term employee benefit obligations arise under CDT’s “anniversary plan”. The obligation is unfunded and is carried at its fair value. | |||||||||||||||||
IXOS Defined Benefit Plans | |||||||||||||||||
Included in our pension liability, as of December 31, 2013, is a net amount of $0.8 million (June 30, 2013—$0.8 million) that relates to two IXOS defined benefit pensions plans (IXOS pension plans) in connection with certain former members of the IXOS Board of Directors and certain IXOS employees, respectively. The net periodic pension cost with respect to the IXOS pension plans is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and the expected return on plan assets. |
Share_Capital_Option_Plans_And
Share Capital, Option Plans And Share-Based Payments | 6 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||||
Share Capital, Option Plans And Share-Based Payments | ' | |||||||||||||||||||||||
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS | ||||||||||||||||||||||||
Share Capital | ||||||||||||||||||||||||
Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued. | ||||||||||||||||||||||||
Treasury Stock | ||||||||||||||||||||||||
During the three and six months ended December 31, 2013 and 2012, we did not repurchase any of our Common Shares for potential future reissuance under our Long Term Incentive Plans (LTIP) or otherwise. | ||||||||||||||||||||||||
During the three and six months ended December 31, 2013, we issued 194,171 Common Shares from treasury stock in connection with the settlement of awards granted under our Fiscal 2013 LTIP and fully vested Restricted Share Units (RSUs) granted under our Fiscal 2016 LTIP. | ||||||||||||||||||||||||
During the three and six months ended December 31, 2012, we issued 182,616 Common Shares from treasury stock in connection with the settlement of awards granted under our Fiscal 2012 LTIP. | ||||||||||||||||||||||||
Dividend | ||||||||||||||||||||||||
During the three months ended December 31, 2013, pursuant to the Company's dividend policy, we declared a non-cumulative quarterly dividend of $0.30 per Common Share, paid on December 20, 2013 to shareholders of record as of the close of business on November 29, 2013. | ||||||||||||||||||||||||
During the six months ended December 31, 2013, pursuant to the Company’s dividend policy, we declared total dividends of $0.60 per Common Share, which we paid during the same period. | ||||||||||||||||||||||||
Share-Based Payments | ||||||||||||||||||||||||
Total share-based compensation expense for the periods indicated below is detailed as follows: | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Stock options | $ | 1,653 | $ | 1,228 | $ | 3,010 | $ | 2,567 | ||||||||||||||||
Performance Share Units (issued under LTIP) | 876 | 1,246 | 3,044 | 2,660 | ||||||||||||||||||||
Restricted Share Units (issued under LTIP) | 515 | 377 | 1,119 | 377 | ||||||||||||||||||||
Restricted Share Units (fully vested) | 3,300 | — | 3,300 | — | ||||||||||||||||||||
Restricted Share Units (other) | 126 | 151 | 342 | 302 | ||||||||||||||||||||
Deferred Share Units (directors) | 207 | 172 | 474 | 360 | ||||||||||||||||||||
Restricted Stock Awards (legacy Vignette employees) | — | — | — | 10 | ||||||||||||||||||||
Total share-based compensation expense | $ | 6,677 | $ | 3,174 | $ | 11,289 | $ | 6,276 | ||||||||||||||||
Summary of Outstanding Stock Options | ||||||||||||||||||||||||
As of December 31, 2013, options to purchase an aggregate of 1,866,674 Common Shares were outstanding and 2,476,998 Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. The exercise price of the options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date. | ||||||||||||||||||||||||
A summary of activity under our stock option plans for the six months ended December 31, 2013 is as follows: | ||||||||||||||||||||||||
Options | Weighted- | Weighted- | Aggregate Intrinsic Value | |||||||||||||||||||||
Average Exercise | Average | ($’000s) | ||||||||||||||||||||||
Price | Remaining | |||||||||||||||||||||||
Contractual Term | ||||||||||||||||||||||||
(years) | ||||||||||||||||||||||||
Outstanding at June 30, 2013 | 1,805,391 | $ | 49.44 | |||||||||||||||||||||
Granted | 324,471 | 76.18 | ||||||||||||||||||||||
Exercised | (113,969 | ) | 36.59 | |||||||||||||||||||||
Forfeited or expired | (149,219 | ) | 50.94 | |||||||||||||||||||||
Outstanding at December 31, 2013 | 1,866,674 | $ | 54.75 | 4.85 | $ | 69,452 | ||||||||||||||||||
Exercisable at December 31, 2013 | 645,294 | $ | 41.82 | 3.22 | $ | 32,358 | ||||||||||||||||||
We estimate the fair value of stock options using the Black-Scholes option-pricing model, consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” (ASC Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. | ||||||||||||||||||||||||
We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. | ||||||||||||||||||||||||
For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows: | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Weighted–average fair value of options granted | $ | 20.06 | $ | 16.28 | $ | 18.16 | $ | 16.78 | ||||||||||||||||
Weighted-average assumptions used: | ||||||||||||||||||||||||
Expected volatility | 32 | % | 37 | % | 32 | % | 38 | % | ||||||||||||||||
Risk–free interest rate | 1.15 | % | 0.64 | % | 1.17 | % | 0.64 | % | ||||||||||||||||
Expected dividend yield | 1.4 | % | — | % | 1.6 | % | — | % | ||||||||||||||||
Expected life (in years) | 4.36 | 4.35 | 4.36 | 4.35 | ||||||||||||||||||||
Forfeiture rate (based on historical rates) | 5 | % | 5 | % | 5 | % | 5 | % | ||||||||||||||||
Average exercise share price | $ | 83.21 | $ | 52.74 | $ | 76.18 | $ | 53.2 | ||||||||||||||||
As of December 31, 2013, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $19.0 million, which will be recognized over a weighted-average period of approximately 3 years. | ||||||||||||||||||||||||
No cash was used by us to settle equity instruments granted under share-based compensation arrangements. | ||||||||||||||||||||||||
We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. | ||||||||||||||||||||||||
For the three and six months ended December 31, 2013, cash in the amount of $3.0 million and $4.2 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2013 from the exercise of options eligible for a tax deduction was $0.5 million and $0.6 million, respectively. | ||||||||||||||||||||||||
For the three and six months ended December 31, 2012, cash in the amount of $2.0 million and $5.4 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2012 from the exercise of options eligible for a tax deduction was nil and $0.8 million, respectively. | ||||||||||||||||||||||||
Long-Term Incentive Plans | ||||||||||||||||||||||||
We currently employ a Long-Term Incentive Plan (LTIP). The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or RSUs. Target PSUs become vested upon the satisfaction of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. Target RSUs become vested when an eligible employee remains employed throughout the vesting period. LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants will be referred to in this Quarterly Report on Form 10-Q based upon the year in which the grants are expected to vest and be settled. | ||||||||||||||||||||||||
Grants made in Fiscal 2011 under the LTIP (collectively referred to as Fiscal 2013 LTIP) took effect in Fiscal 2011 starting on October 29, 2010. Grants made under the Fiscal 2013 LTIP consisted of PSUs and the Performance Conditions for vesting relating to these grants were based on a combination of market and performance based conditions. We met some of the market and performance conditions and settled the Fiscal 2013 LTIP by issuing 155,021 Common Shares from our treasury stock, with a cost of approximately $7.1 million. | ||||||||||||||||||||||||
Grants made in Fiscal 2012 under the LTIP (collectively referred to as Fiscal 2014 LTIP) took effect in Fiscal 2012 starting on February 3, 2012. Grants made under the Fiscal 2014 LTIP consisted of PSUs and the Performance Conditions for vesting relating to these grants are based solely on market conditions. We expect to settle the Fiscal 2014 LTIP awards in stock. | ||||||||||||||||||||||||
Grants made in Fiscal 2013 under the LTIP (collectively referred to as Fiscal 2015 LTIP) took effect in Fiscal 2013 starting on November 2, 2012 for the RSUs and December 3, 2012 for the PSUs. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. RSUs granted are employee service-based awards and vest over the life of the LTIP. We expect to settle the Fiscal 2015 LTIP awards in stock. | ||||||||||||||||||||||||
Grants made in Fiscal 2014 under the LTIP (collectively referred to as Fiscal 2016 LTIP) took effect in Fiscal 2014 starting on November 1, 2013. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. RSUs granted on November 1, 2013 are employee service-based awards and vest over the life of this LTIP. We expect to settle the Fiscal 2016 LTIP awards in stock. Separately on November 18, 2013, 39,150 fully vested RSUs were granted to certain employees under the Fiscal 2016 LTIP. We settled these RSUs by issuing 39,150 Common Shares from our treasury stock, with a cost of approximately $1.8 million. | ||||||||||||||||||||||||
PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with ASC Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with ASC Topic 718. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value. | ||||||||||||||||||||||||
Expected and actual stock compensation expense for each of the above mentioned LTIP plans is as follows: | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
Grants Made | Equity Instrument | Grant Date | End Date | Expected Total LTIP Expense | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Under LTIP | ||||||||||||||||||||||||
Fiscal 2012 LTIP | PSU | 3/31/10 | 9/15/12 | $ | 17,314 | $ | — | $ | — | $ | — | 579 | ||||||||||||
Fiscal 2013 LTIP | PSU | 10/29/10 | 9/15/13 | 6,489 | — | 298 | 215 | 598 | ||||||||||||||||
Fiscal 2014 LTIP | PSU | 2/3/12 | 9/15/14 | 8,071 | 591 | 862 | 1,961 | 1,397 | ||||||||||||||||
Fiscal 2015 LTIP | PSU | 12/3/12 | 9/15/15 | 2,927 | 169 | 86 | 752 | 86 | ||||||||||||||||
Fiscal 2015 LTIP | RSU | 11/2/12 | 9/15/15 | 5,016 | 245 | 377 | 849 | 377 | ||||||||||||||||
Fiscal 2016 LTIP | PSU | 11/1/13 | 9/15/16 | 2,098 | 116 | — | 116 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU | 11/1/13 | 9/15/16 | 4,771 | 270 | — | 270 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU (fully vested) | 11/18/13 | 11/18/13 | 3,300 | 3,300 | — | 3,300 | — | ||||||||||||||||
$ | 49,986 | $ | 4,691 | $ | 1,623 | $ | 7,463 | $ | 3,037 | |||||||||||||||
Of the total compensation cost of $50.0 million noted in the table above, $37.4 million has been recognized to date and the remaining expected total compensation cost of $12.6 million is expected to be recognized over a weighted average period of 2.2 years. | ||||||||||||||||||||||||
Deferred Stock Units (DSUs) | ||||||||||||||||||||||||
During the three and six months ended December 31, 2013, we granted 14,238 and 14,481, respectively, deferred stock units (DSUs) to certain non-employee directors (three and six months ended December 31, 2012—16,862 and 17,161, respectively). The DSUs were issued under the Company’s Deferred Share Unit Plan that came into effect on February 2, 2010 and will vest at the Company’s next annual general meeting following the granting of the DSUs. | ||||||||||||||||||||||||
Employee Share Purchase Plan (ESPP) | ||||||||||||||||||||||||
During the three and six months ended December 31, 2013, cash in the amount of approximately $0.6 million and $1.3 million, respectively, was received from employees that will be used to purchase Common Shares in future periods (three and six months ended December 31, 2012—$0.4 million and $1.0 million, respectively). |
Guarantees_And_Contingencies
Guarantees And Contingencies | 6 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||
Guarantees And Contingencies | ' | |||||||||||||||||||
GUARANTEES AND CONTINGENCIES | ||||||||||||||||||||
We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: | ||||||||||||||||||||
Payments due between | ||||||||||||||||||||
Total | January 1, 2014— | July 1, 2014— | July 1, 2016— | July 1, | ||||||||||||||||
30-Jun-14 | June 30, 2016 | June 30, 2018 | 2018 and beyond | |||||||||||||||||
Long-term debt obligations | $ | 578,625 | $ | 29,416 | $ | 133,817 | $ | 415,392 | $ | — | ||||||||||
Operating lease obligations* | 155,664 | 19,273 | 62,483 | 40,116 | 33,792 | |||||||||||||||
Purchase obligations | 8,457 | 2,902 | 4,784 | 771 | — | |||||||||||||||
$ | 742,746 | $ | 51,591 | $ | 201,084 | $ | 456,279 | $ | 33,792 | |||||||||||
*Net of $1.6 million of sublease income to be received from properties which we have subleased to third parties. | ||||||||||||||||||||
Guarantees and Indemnifications | ||||||||||||||||||||
We have entered into customer agreements which may include provisions to indemnify our customers against third party claims that our software products or services infringe certain third party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Condensed Consolidated Financial Statements. | ||||||||||||||||||||
Litigation | ||||||||||||||||||||
We are currently involved in various claims and legal proceedings. | ||||||||||||||||||||
Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 "Loss Contingencies" (ASC Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. | ||||||||||||||||||||
If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with ASC Topic 450-20. As of the date of this filing on Form 10-Q for the quarter ended December 31, 2013, such aggregated losses were not material to our consolidated financial position or result of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. | ||||||||||||||||||||
Contingencies | ||||||||||||||||||||
EasyLink Services International Corporation (EasyLink) and its United States subsidaries are currently being assessed by the New York State Department of Taxation and Finance (the Department) for the potential applicability of telecommunications excise and franchise taxes to its New York State revenues for certain pre-acquisition EasyLink revenue. The potential exposure under this assessment, based upon the notice issued by the Department, is approximately $10.5 million. OpenText intends to vigorously defend against this assessment. | ||||||||||||||||||||
In addition, Easylink is under audit for New York State sales tax for the periods from June 2004 through to February 2011. We intend to vigorously contest any assessments for this period based on facts and circumstances relating to business operations during this timeframe. However, the results of these audits, and the potential sales tax exposure for EasyLink, could be significantly influenced by the fact that our judicial appeal of the assessment against EasyLink for $0.5 million in tax, interest and penalties for New York State sales tax for the period March 2001 to May 2004 was denied. We believe we have established sufficient reserves for this matter. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
INCOME TAXES | |||||||||||||||||
Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates. | |||||||||||||||||
We recognize interest expense and penalties related to income tax matters in income tax expense. | |||||||||||||||||
For the three and six months ended December 31, 2013 and 2012, we recognized the following amounts as income tax-related interest expense and penalties: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Interest expense (recovery) | $ | 1,904 | $ | (2,041 | ) | 4,232 | (187 | ) | |||||||||
Penalties expense (recovery) | (78 | ) | (3 | ) | 160 | 36 | |||||||||||
Total | $ | 1,826 | $ | (2,044 | ) | $ | 4,392 | $ | (151 | ) | |||||||
As of December 31, 2013 and June 30, 2013, the following amounts have been accrued on account of income tax-related interest expense and penalties: | |||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||
Interest expense accrued * | $ | 21,601 | $ | 18,210 | |||||||||||||
Penalties accrued * | $ | 6,264 | $ | 6,045 | |||||||||||||
* | These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets. | ||||||||||||||||
We believe that it is reasonably possible that the gross unrecognized tax benefits, as of December 31, 2013, could decrease tax expense in the next 12 months by $3.9 million, relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions. | |||||||||||||||||
Our four most significant tax jurisdictions are Canada, the United States, Luxembourg and Germany. Our tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Tax years that remain open to examinations by local taxing authorities vary by jurisdiction up to ten years. | |||||||||||||||||
We are subject to tax examinations in all major taxing jurisdictions in which we operate and currently have examinations open in Canada, the United States, France, Spain, Germany, India and the Netherlands. On a quarterly basis we assess the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income and other taxes. | |||||||||||||||||
We believe that we have adequately provided for any reasonably foreseeable outcomes related to our tax examinations and that any settlement will not have a material adverse effect on our consolidated financial position or results of operations. However, we cannot predict with any level of certainty the exact nature of any future possible settlements. | |||||||||||||||||
As at December 31, 2013, we have not provided for additional foreign withholding taxes or deferred income tax liabilities for temporary differences related to the undistributed earnings of our non-Canadian subsidiaries other than certain United States and Luxembourg subsidiaries, since such earnings are considered permanently invested in those subsidiaries, or are not subject to withholding taxes. It is not practicable to reasonably estimate the amount of additional deferred income tax liabilities or foreign withholding taxes that may be payable should these earnings be distributed in the future. We do plan to make periodic repatriations that will be subject to withholding taxes from certain United States and Luxembourg subsidiaries and have accrued additional tax cost attributable to these distributions in the amount of $1.4 million (June 30, 2013—$0.4 million). | |||||||||||||||||
The effective GAAP tax rate increased to 23.7% for the three months ended December 31, 2013 from 4.9% for the three months ended December 31, 2012 primarily due to an increase in the net expense of unrecognized tax benefits in the amount of $11.6 million and an increase of $2.1 million related to the impact of adjustments in the United States, Germany and Australia upon filing of tax returns in Fiscal 2014 as compared to Fiscal 2013. The remainder of the differences are due to normal course movements and non-material items. | |||||||||||||||||
The effective GAAP tax rate increased to 29.7% for the six months ended December 31, 2013, from 19.4% for the six months ended December 31, 2012, primarily due to an increase in the net expense of unrecognized tax benefits in the amount of $13.2 million, offset by a decrease of $1.6 million related to the impact of adjustments in the United States, Germany and Australia upon filing of tax returns in Fiscal 2014 compared to Fiscal 2013. The remainder of the differences are due to normal course movements and non-material items. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||||||||||
ASC Topic 820 “Fair Value Measurements and Disclosures” (ASC Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk. | ||||||||||||||||||||||||
In addition to defining fair value and addressing disclosure requirements, ASC Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: | ||||||||||||||||||||||||
• | Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. | |||||||||||||||||||||||
• | Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||||||||
• | Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. | |||||||||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis: | ||||||||||||||||||||||||
Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2013 and June 30, 2013: | ||||||||||||||||||||||||
December 31, 2013 | June 30, 2013 | |||||||||||||||||||||||
Fair Market Measurements using: | Fair Market Measurements using: | |||||||||||||||||||||||
December 31, 2013 | Quoted prices | Significant | Significant | June 30, 2013 | Quoted prices | Significant | Significant | |||||||||||||||||
in active | other | unobservable | in active | other | unobservable | |||||||||||||||||||
markets for | observable | inputs | markets for | observable | inputs | |||||||||||||||||||
identical | inputs | identical | inputs | |||||||||||||||||||||
assets/ | assets/ | |||||||||||||||||||||||
(liabilities) | (liabilities) | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
Financial Assets (Liabilities): | ||||||||||||||||||||||||
Derivative financial instrument liability (note 16) | $ | (1,457 | ) | n/a | $ | (1,457 | ) | n/a | $ | (3,170 | ) | n/a | $ | (3,170 | ) | n/a | ||||||||
$ | (1,457 | ) | n/a | $ | (1,457 | ) | n/a | $ | (3,170 | ) | n/a | $ | (3,170 | ) | n/a | |||||||||
Our valuation techniques used to measure the fair values of the derivative instruments, the counterparty to which has high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for the derivative instruments. Our discounted cash flow techniques use observable market inputs, such as foreign currency spot and forward rates. | ||||||||||||||||||||||||
Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our consolidated financial statements at an amount that approximates their fair value (a Level 3 measurement) due to their short maturities. | ||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||||||||||
We measure certain assets at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the three and six months ended December 31, 2013 and 2012, no indications of impairment were identified and therefore no fair value measurements were required. | ||||||||||||||||||||||||
If applicable, we will recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three and six months ended December 31, 2013 and 2012, we did not have any significant transfers in or out of Level 2 or Level 3. |
Derivative_Instruments_And_Hed
Derivative Instruments And Hedging Activities | 6 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Derivative Instruments And Hedging Activities | ' | ||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||||||||||||||||||
Foreign Currency Forward Contracts | |||||||||||||||||||||||||
We are engaged in a hedging program with a Canadian chartered bank to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use derivative instruments to hedge portions of our payroll exposure. We do not use these forward contracts for trading or speculative purposes. These forward contracts typically mature between one and twelve months. | |||||||||||||||||||||||||
We have designated these transactions as cash flow hedges of forecasted transactions under ASC Topic 815 “Derivatives and Hedging” (ASC Topic 815). As the critical terms of the hedging instrument, and of the entire hedged forecasted transaction, are the same, in accordance with ASC Topic 815 we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within other comprehensive income. The fair value of the contracts, as of December 31, 2013, is recorded within “Accounts payable and accrued liabilities”. | |||||||||||||||||||||||||
As of December 31, 2013, the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $49.8 million (June 30, 2013—$99.6 million). | |||||||||||||||||||||||||
Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance | |||||||||||||||||||||||||
The effect of these derivative instruments on our consolidated financial statements for the periods indicated below were as follows (amounts presented do not include any income tax effects). | |||||||||||||||||||||||||
Fair Value of Derivative Instruments in the Consolidated Balance Sheets (see note 15) | |||||||||||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||||||||||
Derivatives | Balance Sheet Location | Fair Value | Fair Value | ||||||||||||||||||||||
Asset (Liability) | Asset (Liability) | ||||||||||||||||||||||||
Foreign currency forward contracts designated as cash flow hedges | Accounts payable and accrued liabilities | $ | (1,457 | ) | $ | (3,170 | ) | ||||||||||||||||||
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | |||||||||||||||||||||||||
Three and Six Months Ended December 31, 2013 | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of | Amount of Gain or | Location of | Amount of Gain or | ||||||||||||||||||||
Hedging Relationship | Recognized in OCI on | Gain or (Loss) | (Loss) Reclassified from | Gain or | (Loss) Recognized in | ||||||||||||||||||||
Derivatives | Reclassified | Accumulated OCI into | (Loss) | Income on Derivatives | |||||||||||||||||||||
(Effective | from | Income (Effective | Recognized | (Ineffective Portion | |||||||||||||||||||||
Portion) | Accumulated | Portion) | in Income on | and Amount Excluded | |||||||||||||||||||||
OCI into | Derivatives | from Effectiveness | |||||||||||||||||||||||
Income | (Ineffective | Testing) | |||||||||||||||||||||||
(Effective | Portion and | ||||||||||||||||||||||||
Portion) | Amount | ||||||||||||||||||||||||
Excluded | |||||||||||||||||||||||||
from | |||||||||||||||||||||||||
Effectiveness | |||||||||||||||||||||||||
Testing) | |||||||||||||||||||||||||
Three Months Ended December 31, 2013 | Six Months Ended | Three Months Ended December 31, 2013 | Six Months Ended | Three Months Ended December 31, 2013 | Six Months Ended | ||||||||||||||||||||
31-Dec-13 | 31-Dec-13 | 31-Dec-13 | |||||||||||||||||||||||
Foreign currency forward contracts | $ | (1,950 | ) | $ | 118 | Operating | $ | (801 | ) | $ | (1,595 | ) | N/A | — | — | ||||||||||
expenses | |||||||||||||||||||||||||
Three and Six Months Ended December 31, 2012 | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of | Amount of Gain or | Location of | Amount of Gain or | ||||||||||||||||||||
Hedging Relationship | Recognized in OCI on | Gain or (Loss) | (Loss) Reclassified from | Gain or | (Loss) Recognized in | ||||||||||||||||||||
Derivatives | Reclassified | Accumulated OCI into | (Loss) | Income on Derivatives | |||||||||||||||||||||
(Effective | from | Income (Effective | Recognized | (Ineffective Portion | |||||||||||||||||||||
Portion) | Accumulated | Portion) | in Income on | and Amount Excluded | |||||||||||||||||||||
OCI into | Derivatives | from Effectiveness | |||||||||||||||||||||||
Income | (Ineffective | Testing) | |||||||||||||||||||||||
(Effective | Portion and | ||||||||||||||||||||||||
Portion) | Amount | ||||||||||||||||||||||||
Excluded | |||||||||||||||||||||||||
from | |||||||||||||||||||||||||
Effectiveness | |||||||||||||||||||||||||
Testing) | |||||||||||||||||||||||||
Three Months Ended December 30, 2012 | Six Months Ended December 31, 2012 | Three Months Ended December 30, 2012 | Six Months Ended December 31, 2012 | Three Months Ended December 30, 2012 | Six Months Ended December 31, 2012 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (673 | ) | $ | 2,725 | Operating | $ | 1,304 | $ | 2,060 | N/A | — | — | ||||||||||||
expenses |
Special_Charges
Special Charges | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Restructuring, Settlement and Impairment Provisions [Abstract] | ' | ||||||||||||||||
Special Charges | ' | ||||||||||||||||
SPECIAL CHARGES | |||||||||||||||||
Special charges include costs that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition related costs and other similar charges. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fiscal 2014 Restructuring Plan | $ | 1,759 | $ | — | $ | 6,551 | $ | — | |||||||||
Fiscal 2013 Restructuring Plan | 67 | 684 | 332 | 8,262 | |||||||||||||
Fiscal 2012 Restructuring Plan | (5 | ) | 403 | (266 | ) | 987 | |||||||||||
Restructuring Plans prior to Fiscal 2012 | — | (369 | ) | — | (386 | ) | |||||||||||
Acquisition-related costs | 4,434 | 808 | 5,738 | 1,612 | |||||||||||||
Other charges | 13 | 743 | (2,356 | ) | 1,348 | ||||||||||||
Total | $ | 6,268 | $ | 2,269 | $ | 9,999 | $ | 11,823 | |||||||||
Reconciliations of the liability relating to each of our materially outstanding restructuring plans are provided below: | |||||||||||||||||
Fiscal 2014 Restructuring Plan | |||||||||||||||||
In the first quarter of Fiscal 2014, we began to implement restructuring activities to streamline our operations (Fiscal 2014 Restructuring Plan). These charges relate to workforce reductions and facility consolidations. We expect to incur more charges under the Fiscal 2014 Restructuring Plan as we execute the remaining restructuring actions. As of December 31, 2013, we expect total costs to be incurred in conjunction with the Fiscal 2014 Restructuring Plan to be approximately $8.7 million, of which $6.6 million has already been recorded within Special charges to date. | |||||||||||||||||
The recognition of these charges requires management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. | |||||||||||||||||
A reconciliation of the beginning and ending liability for the six months ended December 31, 2013 is shown below. | |||||||||||||||||
Fiscal 2014 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | — | $ | — | $ | — | |||||||||||
Accruals and adjustments | 5,993 | 558 | 6,551 | ||||||||||||||
Cash payments | (3,499 | ) | (270 | ) | (3,769 | ) | |||||||||||
Foreign exchange | 96 | (11 | ) | 85 | |||||||||||||
Balance as of December 31, 2013 | $ | 2,590 | $ | 277 | $ | 2,867 | |||||||||||
Fiscal 2013 Restructuring Plan | |||||||||||||||||
In the first quarter of Fiscal 2013, we began to implement restructuring activities to streamline our operations (Fiscal 2013 Restructuring Plan). These charges relate to workforce reductions and facility consolidations. | |||||||||||||||||
Since the inception of the Fiscal 2013 Restructuring Plan, $16.1 million of costs have been recorded within Special charges. We do not expect to incur any further significant charges related to the Fiscal 2013 Restructuring Plan. | |||||||||||||||||
The recognition of these charges requires management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. | |||||||||||||||||
A reconciliation of the beginning and ending liability for the six months ended December 31, 2013 is shown below. | |||||||||||||||||
Fiscal 2013 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | 3,205 | $ | 4,396 | $ | 7,601 | |||||||||||
Accruals and adjustments | 964 | (632 | ) | 332 | |||||||||||||
Cash payments | (3,189 | ) | (1,013 | ) | (4,202 | ) | |||||||||||
Foreign exchange | (41 | ) | 70 | 29 | |||||||||||||
Balance as of December 31, 2013 | $ | 939 | $ | 2,821 | $ | 3,760 | |||||||||||
Fiscal 2012 Restructuring Plan | |||||||||||||||||
In the first quarter of Fiscal 2012, we began to implement restructuring activities to streamline our operations (Fiscal 2012 Restructuring Plan). These charges relate to workforce reductions and facility consolidations. | |||||||||||||||||
Since the inception of the Fiscal 2012 restructuring plan, $17.6 million of costs have been recorded within Special charges. We do not expect to incur any further significant charges related to the Fiscal 2012 Restructuring Plan. | |||||||||||||||||
The recognition of these charges requires management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. | |||||||||||||||||
A reconciliation of the beginning and ending liability for the six months ended December 31, 2013 is shown below. | |||||||||||||||||
Fiscal 2012 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | 309 | $ | 1,986 | $ | 2,295 | |||||||||||
Accruals and adjustments | (266 | ) | — | (266 | ) | ||||||||||||
Cash payments | — | (475 | ) | (475 | ) | ||||||||||||
Foreign exchange | — | 43 | 43 | ||||||||||||||
Balance as of December 31, 2013 | $ | 43 | $ | 1,554 | $ | 1,597 | |||||||||||
Acquisition-related costs | |||||||||||||||||
Included within Special charges for the three and six months ended December 31, 2013 are costs incurred directly in relation to acquisitions in the amount of $4.1 million and $5.0 million, respectively (three and six months ended December 31, 2012—$0.5 million and $1.2 million, respectively). Additionally, we incurred costs relating to financial advisory, legal, valuation and audit services and other miscellaneous costs necessary to integrate acquired companies into our organization for the three and six months ended December 31, 2013 in the amount of $0.3 million and $0.7 million, respectively (three and six months ended December 31, 2012—$0.3 million and $0.4 million, respectively). | |||||||||||||||||
Other charges | |||||||||||||||||
For the six months ended December 31, 2013 "other charges" includes a charge of $1.4 million relating to a settlement agreement reached in connection with the acquisition of IXOS Software AG in February 2004, a charge of $0.8 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities and a recovery of $4.6 million relating to a reduction of certain EasyLink pre-acquisition sales tax liabilities. | |||||||||||||||||
Included within Special charges for the three months ended December 31, 2012 is a charge of approximately $1.0 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities, offset by a recovery of $0.3 million relating to revised sublease assumptions on a restructured facility in a prior period. In addition to the charges incurred during the three months ended December 31, 2012, included within Special charges for the six months ended December 31, 2012 is a charge of $0.6 million relating to revised sublease assumptions on a restructured facility acquired in a prior period. |
Acquisitions
Acquisitions | 6 Months Ended |
Dec. 31, 2013 | |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
ACQUISITIONS | |
Cordys Holding B.V. | |
On August 15, 2013, we acquired Cordys Holding B.V. (Cordys), based in Putten, the Netherlands. Cordys is a leading provider of Business Process Management (BPM) and case management solutions, offered on one platform with cloud, mobile, and social capabilities. Total consideration for Cordys was $33.2 million paid in cash ($30.6 million - net of cash acquired). In accordance with ASC Topic 805 "Business Combinations" (ASC Topic 805), this acquisition was accounted for as a business combination. | |
Acquisition-related costs for Cordys included in Special charges in the Condensed Consolidated Statements of Income for the three and six months ended December 31, 2013 were $0.2 million and $0.9 million, respectively. | |
The results of operations of Cordys have been consolidated with those of OpenText beginning August 15, 2013. | |
The acquisition had no significant impact on revenues and net earnings for the three and six months ended December 31, 2013. There was also no significant impact on the Company's revenues and net earnings on a pro forma basis for all periods presented. |
Supplemental_Cash_Flow_Disclos
Supplemental Cash Flow Disclosures | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||||||||||
Supplemental Cash Flow Disclosures | ' | ||||||||||||||||
SUPPLEMENTAL CASH FLOW DISCLOSURES | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cash paid during the period for interest | $ | 3,764 | $ | 4,302 | $ | 7,500 | $ | 8,542 | |||||||||
Cash received during the period for interest | $ | 1,260 | $ | 322 | $ | 1,782 | $ | 731 | |||||||||
Cash paid during the period for income taxes | $ | 11,162 | $ | 21,280 | $ | 15,715 | $ | 37,561 | |||||||||
Cash paid for taxes for the three and six months ended December 31, 2013 include payments of $0.3 million and $0.6 million, respectively, relating to taxes exigible on internal reorganizations of our international subsidiaries (three and six months ended December 31, 2012—$8.8 million and $24.2 million, respectively). |
Net_Income_Per_Share
Net Income Per Share | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Income Per Share | ' | ||||||||||||||||
PER SHARE | |||||||||||||||||
Basic earnings per share are computed by dividing net income by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share are computed by dividing net income by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method. Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic earnings per share | |||||||||||||||||
Net income | $ | 53,500 | $ | 61,108 | $ | 84,130 | $ | 80,537 | |||||||||
Basic earnings per share | $ | 0.9 | $ | 1.04 | $ | 1.42 | $ | 1.38 | |||||||||
Diluted earnings per share | |||||||||||||||||
Net income | $ | 53,500 | $ | 61,108 | $ | 84,130 | $ | 80,537 | |||||||||
Diluted earnings per share | $ | 0.9 | $ | 1.04 | $ | 1.41 | $ | 1.37 | |||||||||
Weighted-average number of shares outstanding | |||||||||||||||||
Basic | 59,136 | 58,503 | 59,100 | 58,473 | |||||||||||||
Effect of dilutive securities | 457 | 480 | 375 | 488 | |||||||||||||
Diluted | 59,593 | 58,983 | 59,475 | 58,961 | |||||||||||||
Excluded as anti-dilutive* | 113 | 1,076 | 235 | 1,065 | |||||||||||||
* Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2013 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | ' |
Related Party Transactions | ' |
RELATED PARTY TRANSACTIONS | |
Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of our Board and the transaction be approved by a majority of the independent members of the Board. The Board reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest. In determining whether to approve a related party transaction, the Board generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the Company of the proposed transaction; if applicable, the effects on a director’s independence; and if applicable, the availability of other sources of comparable services or products. | |
During the six months ended December 31, 2013, Mr. Stephen Sadler, a director, earned approximately $0.2 million (six months ended December 31, 2012—$0.5 million) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
SUBSEQUENT EVENTS | |
Dividends | |
Stock Dividends | |
On January 23, 2014, we announced that our Board of Directors approved a two-for-one stock split of our outstanding Common Shares. The two-for-one stock split will be implemented by way of a stock dividend whereby shareholders will receive one Common Share for each Common Share held. The record date for the stock dividend will be February 7, 2014 and the payment date will be February 18, 2014. We are undertaking the stock split to make our Common Shares more readily accessible to individual shareholders, increase and broaden our shareholder base, and improve the liquidity of the market for our Common Shares. | |
As of January 22, 2014 there were 60,473,680 OpenText Common Shares outstanding. Adjusting for the stock split, there will be 120,947,360 OpenText Common Shares outstanding. | |
Cash Dividends | |
As part of our quarterly, non cumulative cash dividend program, we declared, on January 23, 2014, a dividend of $0.15 per Common Share (or $0.30 per Common Share on a pre stock split basis). The record date for this dividend is February 25, 2014 and the payment date is March 14, 2014. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board of Directors. | |
Acquisition of GXS Group, Inc. | |
On January 16, 2014, OpenText acquired 100% of GXS Group, Inc., a Delaware corporation (GXS) and leader in cloud-based, business to business integration (B2B), pursuant to the Agreement and Plan of Merger, dated as of November 4, 2013 (the Merger Agreement), which has been filed as an exhibit to the Company’s Form 8-K/A, filed with the Securities and Exchange Commission (SEC) on November 6, 2013 (the Acquisition). | |
As of the effective time of the Acquisition, each share of GXS common stock and GXS preferred stock outstanding immediately prior to the effective time (subject to certain exceptions) was converted into the right to receive a certain amount of cash. Also, in the case of GXS preferred stock, for preferred stockholders whose status as “accredited investors” was verified under the U.S. Securities Act of 1933, as amended, such stockholders received an aggregate of 1,297,521 OpenText Common Shares. The total purchase price comprised of approximately $1.1 billion in cash and the issuance of 1,297,521 OpenText Common Shares. | |
The acquisition is expected to reinforce OpenText's leadership in EIM by combining OpenText's Information Exchange portfolio with GXS' portfolio of B2B integration services and managed services. Currently, as of the date of filing of this Quarterly Report on Form 10-Q, we are still evaluating the impact of this acquisition on our consolidated financial statements and the results of this evaluation will be included in our financial statements for the third quarter of Fiscal 2014. | |
Term Loan B | |
In connection with the Acquisition of GXS, on January 16, 2014, OpenText entered into a new credit facility, which is in addition to the Company’s Term Loan A that already exists as of December 31, 2013, which provides for a $800 million term loan facility with certain lenders named therein, Barclays Bank PLC (Barclays), as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets as lead arrangers and joint bookrunners (Term Loan B). | |
Borrowings under Term Loan B are secured by a first charge over substantially all of our assets. We entered into Term Loan B and borrowed the full amount of $800 million on January 16, 2014. Term Loan B has a seven year term. Repayments made under Term Loan B are equal to 0.25% of the original principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. | |
Borrowings under Term Loan B currently bear a floating rate of interest at a rate per annum equal to 2.5% plus the higher of LIBOR or 0.75%. | |
For further details relating to Term Loan B, please see the credit agreement filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on January 16, 2014. | |
Restructuring Plan | |
In connection with the acquisition of GXS, on January 16, 2014, we began to implement restructuring activities to streamline our operations. These charges relate to workforce reductions, facility consolidations and other costs. With respect to each of these categories we expect to incur charges during the remainder of Fiscal 2014, in the following approximate ranges: | |
•Workforce reductions: $11.0 million to $13.0 million, | |
•Facility consolidations: $9.0 million to $11.0 million, and | |
•Other Costs: $2.0 million to $3.0 million. | |
In addition, we expect to incur additional restructuring costs in the range of $7.0 million to $10.0 million, in connection with this restructuring plan, in Fiscal 2015. Total costs to be incurred in conjunction with this restructuring plan are expected to be approximately $29.0 million to $37.0 million and we expect all actions to be substantially completed by the end of Fiscal 2015. |
Allowance_For_Doubtful_Account1
Allowance For Doubtful Accounts (Tables) | 6 Months Ended | |||
Dec. 31, 2013 | ||||
Allowance For Doubtful Accounts [Abstract] | ' | |||
Changes In Carrying Amount Of Allowance For Doubtful Accounts | ' | |||
Balance as of June 30, 2013 | $ | 4,871 | ||
Bad debt expense | 833 | |||
Write-off /adjustments | (1,767 | ) | ||
Balance as of December 31, 2013 | $ | 3,937 | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||
Components Of Property and Equipment By Type | ' | |||||||||||
As of December 31, 2013 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 14,087 | $ | (7,053 | ) | $ | 7,034 | |||||
Office equipment | 1,290 | (779 | ) | 511 | ||||||||
Computer hardware | 67,424 | (45,894 | ) | 21,530 | ||||||||
Computer software | 20,736 | (12,243 | ) | 8,493 | ||||||||
Leasehold improvements | 39,312 | (19,983 | ) | 19,329 | ||||||||
Buildings | 45,068 | (5,228 | ) | 39,840 | ||||||||
Total | $ | 187,917 | $ | (91,180 | ) | $ | 96,737 | |||||
As of June 30, 2013 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 11,524 | $ | (5,645 | ) | $ | 5,879 | |||||
Office equipment | 1,128 | (692 | ) | 436 | ||||||||
Computer hardware | 60,666 | (40,826 | ) | 19,840 | ||||||||
Computer software | 18,169 | (10,583 | ) | 7,586 | ||||||||
Leasehold improvements | 31,951 | (17,656 | ) | 14,295 | ||||||||
Buildings | 44,993 | (4,665 | ) | 40,328 | ||||||||
Total | $ | 168,431 | $ | (80,067 | ) | $ | 88,364 | |||||
Goodwill_Tables
Goodwill (Tables) | 6 Months Ended | |||
Dec. 31, 2013 | ||||
Goodwill [Abstract] | ' | |||
Summary Of Changes In Carrying Amount Of Goodwill | ' | |||
Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. The following table summarizes the changes in goodwill since June 30, 2013: | ||||
Balance as of June 30, 2013 | $ | 1,246,872 | ||
Acquisition of Cordys Holding B.V. (note 18) | 18,589 | |||
Adjustments relating to prior acquisitions | 1,856 | |||
Balance as of December 31, 2013 | $ | 1,267,317 | ||
Acquired_Intangible_Assets_Tab
Acquired Intangible Assets (Tables) | 6 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Acquired Intangible Assets [Abstract] | ' | |||||||||||
Calculation Of Acquired Intangibles By Asset Class | ' | |||||||||||
As of December 31, 2013 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 576,006 | $ | (437,690 | ) | $ | 138,316 | |||||
Customer Assets | 509,657 | (323,788 | ) | 185,869 | ||||||||
Total | $ | 1,085,663 | $ | (761,478 | ) | $ | 324,185 | |||||
As of June 30, 2013 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 557,039 | $ | (403,126 | ) | $ | 153,913 | |||||
Customer Assets | 503,781 | (294,079 | ) | 209,702 | ||||||||
Total | $ | 1,060,820 | $ | (697,205 | ) | $ | 363,615 | |||||
Calculation Of Estimated Future Amortization Expense | ' | |||||||||||
The following table shows the estimated future amortization expense for the fiscal years indicated below. This calculation assumes no future adjustments to acquired intangible assets: | ||||||||||||
Fiscal years ending | ||||||||||||
June 30, | ||||||||||||
2014 (six months ended June 30) | $ | 47,644 | ||||||||||
2015 | 88,941 | |||||||||||
2016 | 64,013 | |||||||||||
2017 | 46,815 | |||||||||||
2018 and beyond | 76,772 | |||||||||||
Total | $ | 324,185 | ||||||||||
Other_Assets_Tables
Other Assets (Tables) | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Assets, Noncurrent Disclosure [Abstract] | ' | |||||||
Components Of Other Assets | ' | |||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Debt issuance costs | $ | 5,569 | $ | 6,340 | ||||
Deposits and restricted cash | 12,091 | 10,205 | ||||||
Long-term prepaid expenses and other long-term assets | 8,988 | 8,537 | ||||||
Total | $ | 26,648 | $ | 25,082 | ||||
Accounts_Payable_And_Accrued_L1
Accounts Payable And Accrued Liabilities (Tables) | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounts Payable and Accrued Liabilities [Abstract] | ' | |||||||
Schedule Of Current Liabilities | ' | |||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities are comprised of the following: | ||||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Accounts payable—trade | $ | 11,435 | $ | 8,776 | ||||
Accrued salaries and commissions | 46,053 | 50,568 | ||||||
Accrued liabilities | 124,468 | 120,981 | ||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | 6,202 | 7,130 | ||||||
Asset retirement obligations | 738 | 988 | ||||||
Total | $ | 188,896 | $ | 188,443 | ||||
Schedule Of Long-Term Accrued Liabilities | ' | |||||||
Long-term accrued liabilities | ||||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | $ | 2,027 | $ | 2,919 | ||||
Other accrued liabilities* | 10,835 | 10,172 | ||||||
Asset retirement obligations | 6,482 | 4,758 | ||||||
Total | $ | 19,344 | $ | 17,849 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-term Debt, Unclassified [Abstract] | ' | |||||||
Schedule Of Long-Term Debt | ' | |||||||
Long-term debt is comprised of the following: | ||||||||
As of December 31, 2013 | As of June 30, 2013 | |||||||
Total debt | ||||||||
Term Loan A | $ | 536,250 | $ | 555,000 | ||||
Mortgage | 9,994 | 10,492 | ||||||
546,244 | 565,492 | |||||||
Less: | ||||||||
Current portion of long-term debt | ||||||||
Term Loan A | 45,000 | 41,250 | ||||||
Mortgage | 9,994 | 10,492 | ||||||
54,994 | 51,742 | |||||||
Non current portion of long-term debt | $ | 491,250 | $ | 513,750 | ||||
Pension_Plans_And_Other_Post_R1
Pension Plans And Other Post Retirement Benefits (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Schedule Of CDT Defined Benefit Plan And CDT Long-Term Employee Benefit Obligations | ' | ||||||||||||||||
The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT) and Open Text Software GmbH (IXOS) as of December 31, 2013 and June 30, 2013: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||
CDT defined benefit plan | $ | 24,498 | $ | 601 | $ | 23,897 | |||||||||||
CDT anniversary plan | 418 | 85 | 333 | ||||||||||||||
IXOS defined benefit plans | 832 | — | 832 | ||||||||||||||
Total | $ | 25,748 | $ | 686 | $ | 25,062 | |||||||||||
As of June 30, 2013 | |||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||
CDT defined benefit plan | $ | 23,871 | $ | 535 | $ | 23,336 | |||||||||||
CDT anniversary plan | 425 | 49 | 376 | ||||||||||||||
IXOS defined benefit plans | 797 | — | 797 | ||||||||||||||
Total | $ | 25,093 | $ | 584 | $ | 24,509 | |||||||||||
* | The current portion of the benefit obligation has been included within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets. | ||||||||||||||||
Schedule Of The Change In The Benefit Obligation Of CDT Defined Benefit Plan | ' | ||||||||||||||||
The following are the details of the change in the benefit obligation for the CDT pension plan for the periods indicated: | |||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||
Benefit obligation—beginning of period | $ | 23,871 | $ | 21,461 | |||||||||||||
Service cost | 228 | 457 | |||||||||||||||
Interest cost | 436 | 888 | |||||||||||||||
Benefits paid | (251 | ) | (466 | ) | |||||||||||||
Actuarial (gain) loss | (1,027 | ) | 278 | ||||||||||||||
Foreign exchange (gain) loss | 1,241 | 1,253 | |||||||||||||||
Benefit obligation—end of period | 24,498 | 23,871 | |||||||||||||||
Less: Current portion | (601 | ) | (535 | ) | |||||||||||||
Non current portion of benefit obligation | $ | 23,897 | $ | 23,336 | |||||||||||||
Components Of Net Pension Expense For CDT Pension Plan | ' | ||||||||||||||||
The following are the details of net pension expense for the CDT pension plan for the periods indicated: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 115 | $ | 117 | $ | 228 | $ | 230 | |||||||||
Interest cost | 219 | 226 | 436 | 446 | |||||||||||||
Amortization of actuarial gains and losses | 69 | 71 | 138 | 139 | |||||||||||||
Net pension expense | $ | 403 | $ | 414 | $ | 802 | $ | 815 | |||||||||
Schedule Of Weighted-Average Key Assumptions Used For CDT Pension Plan | ' | ||||||||||||||||
In determining the fair value of the CDT pension plan benefit obligations as of December 31, 2013 and June 30, 2013, respectively, we used the following weighted-average key assumptions: | |||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 2.5 | % | 2.5 | % | |||||||||||||
Pension increases | 2 | % | 2 | % | |||||||||||||
Discount rate | 3.7 | % | 3.5 | % | |||||||||||||
Employee fluctuation rate: | |||||||||||||||||
to age 30 | 1 | % | 1 | % | |||||||||||||
to age 35 | 0.5 | % | 0.5 | % | |||||||||||||
to age 40 | — | % | — | % | |||||||||||||
to age 45 | 0.5 | % | 0.5 | % | |||||||||||||
to age 50 | 0.5 | % | 0.5 | % | |||||||||||||
from age 51 | 1 | % | 1 | % | |||||||||||||
Anticipated Pension Payments Under CDT Pension Plan | ' | ||||||||||||||||
Anticipated pension payments under the CDT pension plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (six months ended June 30) | $ | 301 | |||||||||||||||
2015 | 622 | ||||||||||||||||
2016 | 690 | ||||||||||||||||
2017 | 760 | ||||||||||||||||
2018 | 815 | ||||||||||||||||
2019 to 2023 | 5,976 | ||||||||||||||||
Total | $ | 9,164 | |||||||||||||||
Share_Capital_Option_Plans_And1
Share Capital, Option Plans And Share-Based Payments (Tables) | 6 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||||
Summary Of Share-based Compensation Costs | ' | |||||||||||||||||||||||
Total share-based compensation expense for the periods indicated below is detailed as follows: | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Stock options | $ | 1,653 | $ | 1,228 | $ | 3,010 | $ | 2,567 | ||||||||||||||||
Performance Share Units (issued under LTIP) | 876 | 1,246 | 3,044 | 2,660 | ||||||||||||||||||||
Restricted Share Units (issued under LTIP) | 515 | 377 | 1,119 | 377 | ||||||||||||||||||||
Restricted Share Units (fully vested) | 3,300 | — | 3,300 | — | ||||||||||||||||||||
Restricted Share Units (other) | 126 | 151 | 342 | 302 | ||||||||||||||||||||
Deferred Share Units (directors) | 207 | 172 | 474 | 360 | ||||||||||||||||||||
Restricted Stock Awards (legacy Vignette employees) | — | — | — | 10 | ||||||||||||||||||||
Total share-based compensation expense | $ | 6,677 | $ | 3,174 | $ | 11,289 | $ | 6,276 | ||||||||||||||||
Summary Of Option Activity | ' | |||||||||||||||||||||||
A summary of activity under our stock option plans for the six months ended December 31, 2013 is as follows: | ||||||||||||||||||||||||
Options | Weighted- | Weighted- | Aggregate Intrinsic Value | |||||||||||||||||||||
Average Exercise | Average | ($’000s) | ||||||||||||||||||||||
Price | Remaining | |||||||||||||||||||||||
Contractual Term | ||||||||||||||||||||||||
(years) | ||||||||||||||||||||||||
Outstanding at June 30, 2013 | 1,805,391 | $ | 49.44 | |||||||||||||||||||||
Granted | 324,471 | 76.18 | ||||||||||||||||||||||
Exercised | (113,969 | ) | 36.59 | |||||||||||||||||||||
Forfeited or expired | (149,219 | ) | 50.94 | |||||||||||||||||||||
Outstanding at December 31, 2013 | 1,866,674 | $ | 54.75 | 4.85 | $ | 69,452 | ||||||||||||||||||
Exercisable at December 31, 2013 | 645,294 | $ | 41.82 | 3.22 | $ | 32,358 | ||||||||||||||||||
Schedule Of Weighted-Average Fair Value Of Options And Weighted-Average Assumptions Used | ' | |||||||||||||||||||||||
For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows: | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Weighted–average fair value of options granted | $ | 20.06 | $ | 16.28 | $ | 18.16 | $ | 16.78 | ||||||||||||||||
Weighted-average assumptions used: | ||||||||||||||||||||||||
Expected volatility | 32 | % | 37 | % | 32 | % | 38 | % | ||||||||||||||||
Risk–free interest rate | 1.15 | % | 0.64 | % | 1.17 | % | 0.64 | % | ||||||||||||||||
Expected dividend yield | 1.4 | % | — | % | 1.6 | % | — | % | ||||||||||||||||
Expected life (in years) | 4.36 | 4.35 | 4.36 | 4.35 | ||||||||||||||||||||
Forfeiture rate (based on historical rates) | 5 | % | 5 | % | 5 | % | 5 | % | ||||||||||||||||
Average exercise share price | $ | 83.21 | $ | 52.74 | $ | 76.18 | $ | 53.2 | ||||||||||||||||
Long Term Incentive Plan | ' | |||||||||||||||||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||||
Summary Of Share-based Compensation Costs | ' | |||||||||||||||||||||||
Expected and actual stock compensation expense for each of the above mentioned LTIP plans is as follows: | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
Grants Made | Equity Instrument | Grant Date | End Date | Expected Total LTIP Expense | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Under LTIP | ||||||||||||||||||||||||
Fiscal 2012 LTIP | PSU | 3/31/10 | 9/15/12 | $ | 17,314 | $ | — | $ | — | $ | — | 579 | ||||||||||||
Fiscal 2013 LTIP | PSU | 10/29/10 | 9/15/13 | 6,489 | — | 298 | 215 | 598 | ||||||||||||||||
Fiscal 2014 LTIP | PSU | 2/3/12 | 9/15/14 | 8,071 | 591 | 862 | 1,961 | 1,397 | ||||||||||||||||
Fiscal 2015 LTIP | PSU | 12/3/12 | 9/15/15 | 2,927 | 169 | 86 | 752 | 86 | ||||||||||||||||
Fiscal 2015 LTIP | RSU | 11/2/12 | 9/15/15 | 5,016 | 245 | 377 | 849 | 377 | ||||||||||||||||
Fiscal 2016 LTIP | PSU | 11/1/13 | 9/15/16 | 2,098 | 116 | — | 116 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU | 11/1/13 | 9/15/16 | 4,771 | 270 | — | 270 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU (fully vested) | 11/18/13 | 11/18/13 | 3,300 | 3,300 | — | 3,300 | — | ||||||||||||||||
$ | 49,986 | $ | 4,691 | $ | 1,623 | $ | 7,463 | $ | 3,037 | |||||||||||||||
Guarantees_And_Contingencies_T
Guarantees And Contingencies (Tables) | 6 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||
Contractual Obligations | ' | |||||||||||||||||||
We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: | ||||||||||||||||||||
Payments due between | ||||||||||||||||||||
Total | January 1, 2014— | July 1, 2014— | July 1, 2016— | July 1, | ||||||||||||||||
30-Jun-14 | June 30, 2016 | June 30, 2018 | 2018 and beyond | |||||||||||||||||
Long-term debt obligations | $ | 578,625 | $ | 29,416 | $ | 133,817 | $ | 415,392 | $ | — | ||||||||||
Operating lease obligations* | 155,664 | 19,273 | 62,483 | 40,116 | 33,792 | |||||||||||||||
Purchase obligations | 8,457 | 2,902 | 4,784 | 771 | — | |||||||||||||||
$ | 742,746 | $ | 51,591 | $ | 201,084 | $ | 456,279 | $ | 33,792 | |||||||||||
*Net of $1.6 million of sublease income to be received from properties which we have subleased to third parties. |
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Interest And Penalties Related To Liabilities For Income Tax Expense | ' | ||||||||||||||||
For the three and six months ended December 31, 2013 and 2012, we recognized the following amounts as income tax-related interest expense and penalties: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Interest expense (recovery) | $ | 1,904 | $ | (2,041 | ) | 4,232 | (187 | ) | |||||||||
Penalties expense (recovery) | (78 | ) | (3 | ) | 160 | 36 | |||||||||||
Total | $ | 1,826 | $ | (2,044 | ) | $ | 4,392 | $ | (151 | ) | |||||||
Interest Accrued And Penalties Accrued Related To Income Tax Expense | ' | ||||||||||||||||
As of December 31, 2013 and June 30, 2013, the following amounts have been accrued on account of income tax-related interest expense and penalties: | |||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||
Interest expense accrued * | $ | 21,601 | $ | 18,210 | |||||||||||||
Penalties accrued * | $ | 6,264 | $ | 6,045 | |||||||||||||
* | These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis | ' | |||||||||||||||||||||||
Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2013 and June 30, 2013: | ||||||||||||||||||||||||
December 31, 2013 | June 30, 2013 | |||||||||||||||||||||||
Fair Market Measurements using: | Fair Market Measurements using: | |||||||||||||||||||||||
December 31, 2013 | Quoted prices | Significant | Significant | June 30, 2013 | Quoted prices | Significant | Significant | |||||||||||||||||
in active | other | unobservable | in active | other | unobservable | |||||||||||||||||||
markets for | observable | inputs | markets for | observable | inputs | |||||||||||||||||||
identical | inputs | identical | inputs | |||||||||||||||||||||
assets/ | assets/ | |||||||||||||||||||||||
(liabilities) | (liabilities) | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
Financial Assets (Liabilities): | ||||||||||||||||||||||||
Derivative financial instrument liability (note 16) | $ | (1,457 | ) | n/a | $ | (1,457 | ) | n/a | $ | (3,170 | ) | n/a | $ | (3,170 | ) | n/a | ||||||||
$ | (1,457 | ) | n/a | $ | (1,457 | ) | n/a | $ | (3,170 | ) | n/a | $ | (3,170 | ) | n/a |
Derivative_Instruments_And_Hed1
Derivative Instruments And Hedging Activities (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets | ' | ||||||||||||||||||||||||
Fair Value of Derivative Instruments in the Consolidated Balance Sheets (see note 15) | |||||||||||||||||||||||||
As of December 31, 2013 | As of June 30, 2013 | ||||||||||||||||||||||||
Derivatives | Balance Sheet Location | Fair Value | Fair Value | ||||||||||||||||||||||
Asset (Liability) | Asset (Liability) | ||||||||||||||||||||||||
Foreign currency forward contracts designated as cash flow hedges | Accounts payable and accrued liabilities | $ | (1,457 | ) | $ | (3,170 | ) | ||||||||||||||||||
Effects Of Derivative Instruments On Income And Other Comprehensive Income (OCI) | ' | ||||||||||||||||||||||||
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | |||||||||||||||||||||||||
Three and Six Months Ended December 31, 2013 | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of | Amount of Gain or | Location of | Amount of Gain or | ||||||||||||||||||||
Hedging Relationship | Recognized in OCI on | Gain or (Loss) | (Loss) Reclassified from | Gain or | (Loss) Recognized in | ||||||||||||||||||||
Derivatives | Reclassified | Accumulated OCI into | (Loss) | Income on Derivatives | |||||||||||||||||||||
(Effective | from | Income (Effective | Recognized | (Ineffective Portion | |||||||||||||||||||||
Portion) | Accumulated | Portion) | in Income on | and Amount Excluded | |||||||||||||||||||||
OCI into | Derivatives | from Effectiveness | |||||||||||||||||||||||
Income | (Ineffective | Testing) | |||||||||||||||||||||||
(Effective | Portion and | ||||||||||||||||||||||||
Portion) | Amount | ||||||||||||||||||||||||
Excluded | |||||||||||||||||||||||||
from | |||||||||||||||||||||||||
Effectiveness | |||||||||||||||||||||||||
Testing) | |||||||||||||||||||||||||
Three Months Ended December 31, 2013 | Six Months Ended | Three Months Ended December 31, 2013 | Six Months Ended | Three Months Ended December 31, 2013 | Six Months Ended | ||||||||||||||||||||
31-Dec-13 | 31-Dec-13 | 31-Dec-13 | |||||||||||||||||||||||
Foreign currency forward contracts | $ | (1,950 | ) | $ | 118 | Operating | $ | (801 | ) | $ | (1,595 | ) | N/A | — | — | ||||||||||
expenses | |||||||||||||||||||||||||
Three and Six Months Ended December 31, 2012 | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of | Amount of Gain or | Location of | Amount of Gain or | ||||||||||||||||||||
Hedging Relationship | Recognized in OCI on | Gain or (Loss) | (Loss) Reclassified from | Gain or | (Loss) Recognized in | ||||||||||||||||||||
Derivatives | Reclassified | Accumulated OCI into | (Loss) | Income on Derivatives | |||||||||||||||||||||
(Effective | from | Income (Effective | Recognized | (Ineffective Portion | |||||||||||||||||||||
Portion) | Accumulated | Portion) | in Income on | and Amount Excluded | |||||||||||||||||||||
OCI into | Derivatives | from Effectiveness | |||||||||||||||||||||||
Income | (Ineffective | Testing) | |||||||||||||||||||||||
(Effective | Portion and | ||||||||||||||||||||||||
Portion) | Amount | ||||||||||||||||||||||||
Excluded | |||||||||||||||||||||||||
from | |||||||||||||||||||||||||
Effectiveness | |||||||||||||||||||||||||
Testing) | |||||||||||||||||||||||||
Three Months Ended December 30, 2012 | Six Months Ended December 31, 2012 | Three Months Ended December 30, 2012 | Six Months Ended December 31, 2012 | Three Months Ended December 30, 2012 | Six Months Ended December 31, 2012 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (673 | ) | $ | 2,725 | Operating | $ | 1,304 | $ | 2,060 | N/A | — | — | ||||||||||||
expenses |
Special_Charges_Tables
Special Charges (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ||||||||||||||||
Schedule Of Special Charges Related To Restructuring Plan | ' | ||||||||||||||||
Special charges include costs that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition related costs and other similar charges. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fiscal 2014 Restructuring Plan | $ | 1,759 | $ | — | $ | 6,551 | $ | — | |||||||||
Fiscal 2013 Restructuring Plan | 67 | 684 | 332 | 8,262 | |||||||||||||
Fiscal 2012 Restructuring Plan | (5 | ) | 403 | (266 | ) | 987 | |||||||||||
Restructuring Plans prior to Fiscal 2012 | — | (369 | ) | — | (386 | ) | |||||||||||
Acquisition-related costs | 4,434 | 808 | 5,738 | 1,612 | |||||||||||||
Other charges | 13 | 743 | (2,356 | ) | 1,348 | ||||||||||||
Total | $ | 6,268 | $ | 2,269 | $ | 9,999 | $ | 11,823 | |||||||||
Fiscal 2014 Restructuring Plan [Member] | ' | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ||||||||||||||||
Schedule Of Restructuring Reserve | ' | ||||||||||||||||
A reconciliation of the beginning and ending liability for the six months ended December 31, 2013 is shown below. | |||||||||||||||||
Fiscal 2014 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | — | $ | — | $ | — | |||||||||||
Accruals and adjustments | 5,993 | 558 | 6,551 | ||||||||||||||
Cash payments | (3,499 | ) | (270 | ) | (3,769 | ) | |||||||||||
Foreign exchange | 96 | (11 | ) | 85 | |||||||||||||
Balance as of December 31, 2013 | $ | 2,590 | $ | 277 | $ | 2,867 | |||||||||||
Fiscal 2013 Restructuring Plan [Member] | ' | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ||||||||||||||||
Schedule Of Restructuring Reserve | ' | ||||||||||||||||
A reconciliation of the beginning and ending liability for the six months ended December 31, 2013 is shown below. | |||||||||||||||||
Fiscal 2013 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | 3,205 | $ | 4,396 | $ | 7,601 | |||||||||||
Accruals and adjustments | 964 | (632 | ) | 332 | |||||||||||||
Cash payments | (3,189 | ) | (1,013 | ) | (4,202 | ) | |||||||||||
Foreign exchange | (41 | ) | 70 | 29 | |||||||||||||
Balance as of December 31, 2013 | $ | 939 | $ | 2,821 | $ | 3,760 | |||||||||||
Fiscal 2012 Restructuring Plan [Member] | ' | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ||||||||||||||||
Schedule Of Restructuring Reserve | ' | ||||||||||||||||
A reconciliation of the beginning and ending liability for the six months ended December 31, 2013 is shown below. | |||||||||||||||||
Fiscal 2012 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | 309 | $ | 1,986 | $ | 2,295 | |||||||||||
Accruals and adjustments | (266 | ) | — | (266 | ) | ||||||||||||
Cash payments | — | (475 | ) | (475 | ) | ||||||||||||
Foreign exchange | — | 43 | 43 | ||||||||||||||
Balance as of December 31, 2013 | $ | 43 | $ | 1,554 | $ | 1,597 | |||||||||||
Supplemental_Cash_Flow_Disclos1
Supplemental Cash Flow Disclosures (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||||||||||
Supplemental Disclosure Of Cash Flow Information | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cash paid during the period for interest | $ | 3,764 | $ | 4,302 | $ | 7,500 | $ | 8,542 | |||||||||
Cash received during the period for interest | $ | 1,260 | $ | 322 | $ | 1,782 | $ | 731 | |||||||||
Cash paid during the period for income taxes | $ | 11,162 | $ | 21,280 | $ | 15,715 | $ | 37,561 | |||||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule Of Net Income Per Share | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic earnings per share | |||||||||||||||||
Net income | $ | 53,500 | $ | 61,108 | $ | 84,130 | $ | 80,537 | |||||||||
Basic earnings per share | $ | 0.9 | $ | 1.04 | $ | 1.42 | $ | 1.38 | |||||||||
Diluted earnings per share | |||||||||||||||||
Net income | $ | 53,500 | $ | 61,108 | $ | 84,130 | $ | 80,537 | |||||||||
Diluted earnings per share | $ | 0.9 | $ | 1.04 | $ | 1.41 | $ | 1.37 | |||||||||
Weighted-average number of shares outstanding | |||||||||||||||||
Basic | 59,136 | 58,503 | 59,100 | 58,473 | |||||||||||||
Effect of dilutive securities | 457 | 480 | 375 | 488 | |||||||||||||
Diluted | 59,593 | 58,983 | 59,475 | 58,961 | |||||||||||||
Excluded as anti-dilutive* | 113 | 1,076 | 235 | 1,065 | |||||||||||||
* Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
Allowance_For_Doubtful_Account2
Allowance For Doubtful Accounts (Changes In Carrying Amount Of Allowance For Doubtful Accounts) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Allowance For Doubtful Accounts [Abstract] | ' |
Beginning balance of allowance for doubtful accounts | $4,871 |
Bad debt expense for the period | 833 |
Write-off /adjustments | -1,767 |
Ending balance of allowance for doubtful accounts | $3,937 |
Property_and_Equipment_Compone
Property and Equipment (Components Of Property and Equipment By Type) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | $187,917 | $168,431 |
Accumulated Depreciation | -91,180 | -80,067 |
Net Property and Equipment | 96,737 | 88,364 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 14,087 | 11,524 |
Accumulated Depreciation | -7,053 | -5,645 |
Net Property and Equipment | 7,034 | 5,879 |
Office equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 1,290 | 1,128 |
Accumulated Depreciation | -779 | -692 |
Net Property and Equipment | 511 | 436 |
Computer hardware [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 67,424 | 60,666 |
Accumulated Depreciation | -45,894 | -40,826 |
Net Property and Equipment | 21,530 | 19,840 |
Computer software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 20,736 | 18,169 |
Accumulated Depreciation | -12,243 | -10,583 |
Net Property and Equipment | 8,493 | 7,586 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 39,312 | 31,951 |
Accumulated Depreciation | -19,983 | -17,656 |
Net Property and Equipment | 19,329 | 14,295 |
Buildings [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 45,068 | 44,993 |
Accumulated Depreciation | -5,228 | -4,665 |
Net Property and Equipment | $39,840 | $40,328 |
Goodwill_Summary_Of_Changes_In
Goodwill (Summary Of Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Goodwill [Roll Forward] | ' |
Beginning balance | $1,246,872 |
Adjustments relating to prior acquisitions | 1,856 |
Ending balance | 1,267,317 |
Cordys Holding BV [Member] | ' |
Goodwill [Roll Forward] | ' |
Acquisition of goodwill | $18,589 |
Acquired_Intangible_Assets_Cal
Acquired Intangible Assets (Calculation Of Acquired Intangibles By Asset Class) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2013 |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' |
Cost | $1,085,663 | $1,060,820 |
Accumulated Amortization | -761,478 | -697,205 |
Net | 324,185 | 363,615 |
Technology Assets [Member] | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' |
Cost | 576,006 | 557,039 |
Accumulated Amortization | -437,690 | -403,126 |
Net | 138,316 | 153,913 |
Weighted-average amortization period (in years) for acquired intangible assets | '6 years | ' |
Customer Assets [Member] | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' |
Cost | 509,657 | 503,781 |
Accumulated Amortization | -323,788 | -294,079 |
Net | $185,869 | $209,702 |
Weighted-average amortization period (in years) for acquired intangible assets | '7 years | ' |
Acquired_Intangible_Assets_Cal1
Acquired Intangible Assets (Calculation Of Estimated Future Amortization Expense) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Intangible Assets [Abstract] | ' | ' |
2014 (six months ended June 30) | $47,644 | ' |
2015 | 88,941 | ' |
2016 | 64,013 | ' |
2017 | 46,815 | ' |
2018 and beyond | 76,772 | ' |
Net | $324,185 | $363,615 |
Other_Assets_Details
Other Assets (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets, Noncurrent Disclosure [Abstract] | ' | ' |
Debt issuance costs | $5,569 | $6,340 |
Deposits and restricted cash | 12,091 | 10,205 |
Long-term prepaid expenses and other long-term assets | 8,988 | 8,537 |
Total other assets | $26,648 | $25,082 |
Ownership interest by parent company | 20.00% | ' |
Deferred_Charges_And_Credits_D
Deferred Charges And Credits (Details) | 6 Months Ended |
Dec. 31, 2013 | |
Minimum [Member] | ' |
Schedule of Deferred Charges and Credits [Line Items] | ' |
Deferred charges and credits amortization, period | '6 years |
Maximum [Member] | ' |
Schedule of Deferred Charges and Credits [Line Items] | ' |
Deferred charges and credits amortization, period | '15 years |
Accounts_Payable_And_Accrued_L2
Accounts Payable And Accrued Liabilities (Narrative) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Millions, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ' | ' |
Present value of asset retirement obligation | $7.20 | $5.70 |
Undiscounted value of asset retirement obligation | $7.70 | $6.10 |
Accounts_Payable_And_Accrued_L3
Accounts Payable And Accrued Liabilities (Schedule Of Current Liabilities) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ' | ' |
Accounts payable-trade | $11,435 | $8,776 |
Accrued salaries and commissions | 46,053 | 50,568 |
Accrued liabilities | 124,468 | 120,981 |
Amounts payable in respect of restructuring and other Special charges (note 16) | 6,202 | 7,130 |
Asset retirement obligations | 738 | 988 |
Accounts payable and accrued liabilities | $188,896 | $188,443 |
Accounts_Payable_And_Accrued_L4
Accounts Payable And Accrued Liabilities (Schedule Of Long-Term Accrued Liabilities) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ' | ' |
Amounts payable in respect of restructuring and other Special charges (note 16) | $2,027 | $2,919 |
Other accrued liabilities | 10,835 | 10,172 |
Asset retirement obligations | 6,482 | 4,758 |
Accrued liabilities | $19,344 | $17,849 |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Long-term Debt, Unclassified [Abstract] | ' | ' |
Long-term debt, Term Loan | $536,250 | $555,000 |
Long-term debt, Mortgage | 9,994 | 10,492 |
Long-term debt, Total | 546,244 | 565,492 |
Less: | ' | ' |
Current portion of long-term debt, Term Loan | 45,000 | 41,250 |
Current portion of long-term debt, Mortgage | 9,994 | 10,492 |
Current portion of long-term debt, Total | 54,994 | 51,742 |
Long-term debt (note 10) | $491,250 | $513,750 |
LongTerm_Debt_Term_Loan_And_Re
Long-Term Debt (Term Loan And Revolver) (Narrative) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 09, 2011 | |
Term Loan [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Credit agreement, maximum capacity | ' | ' | ' | ' | ' | $600,000,000 |
Term loan period, years | '5 years | ' | ' | ' | ' | ' |
Term loan repayment as percentage of principal in year 1 | 1.25% | ' | ' | ' | ' | ' |
Term loan repayment as percentage of principal in year 2 | 1.25% | ' | ' | ' | ' | ' |
Term loan repayment as percentage of principal in year 3 | 1.88% | ' | ' | ' | ' | ' |
Term loan repayment as percentage of principal in year 4 | 1.88% | ' | ' | ' | ' | ' |
Term loan repayment as percentage of principal in year 5 | 2.50% | ' | ' | ' | ' | ' |
Interest expense | ' | 3,400,000 | 4,100,000 | 6,900,000 | 8,200,000 | ' |
Revolving Credit Facility [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Credit agreement, maximum capacity | ' | ' | ' | ' | ' | $100,000,000 |
Revolver credit agreement term, years | '5 years | ' | ' | ' | ' | ' |
LIBOR [Member] | Term Loan [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Interest addition to floating rate | ' | 2.25% | 2.50% | 2.25% | 2.50% | ' |
LongTerm_Debt_Mortgage_Narrati
Long-Term Debt (Mortgage) (Narrative) (Details) | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2005 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2005 |
USD ($) | USD ($) | Mortgage [Member] | Mortgage [Member] | Mortgage [Member] | Mortgage [Member] | Mortgage [Member] | Mortgage [Member] | Canadian Prime [Member] | |
CAD | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Mortgage [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage loan principal amount | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' |
Interest addition to floating rate | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% |
Debt maturity date after extension | ' | ' | '8/1/2014 | ' | ' | ' | ' | ' | ' |
Principal and interest payable in monthly installments | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Carrying value of mortgage | 9,994,000 | 10,492,000 | ' | ' | ' | ' | ' | ' | ' |
Collateral building net | ' | ' | ' | 15,900,000 | ' | 15,900,000 | ' | 16,100,000 | ' |
Interest expense | ' | ' | ' | $100,000 | $100,000 | $200,000 | $200,000 | ' | ' |
Pension_Plans_And_Other_Post_R2
Pension Plans And Other Post Retirement Benefits (Narrative) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Net pension liabilities | $23,897,000 | $23,336,000 |
CDT Pension Plan [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Accumulated other comprehensive income related to CDT pension plan | 100,000 | ' |
IXOS AG Defined Benefit Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Net pension liabilities | $800,000 | $800,000 |
Pension_Plans_And_Other_Post_R3
Pension Plans And Other Post Retirement Benefits (Schedule Of CDT Defined Benefit Plan And CDT Long-Term Employee Benefit Obligation) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Noncurrent portion of benefit obligation | $25,062 | $24,509 | ||
CDT Defined Benefit Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 24,498 | 23,871 | ||
Current portion of benefit obligation | 601 | [1] | 535 | [1] |
Noncurrent portion of benefit obligation | 23,897 | 23,336 | ||
CDT Anniversary Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 418 | 425 | ||
Current portion of benefit obligation | 85 | [1] | 49 | [1] |
Noncurrent portion of benefit obligation | 333 | 376 | ||
IXOS Defined Benefit Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 832 | 797 | ||
Current portion of benefit obligation | 0 | [1] | 0 | [1] |
Noncurrent portion of benefit obligation | 832 | 797 | ||
CDT Pension Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 25,748 | 25,093 | ||
Current portion of benefit obligation | 686 | [1] | 584 | [1] |
Noncurrent portion of benefit obligation | $25,062 | $24,509 | ||
[1] | *The current portion of the benefit obligation has been included within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets. |
Pension_Plans_And_Other_Post_R4
Pension Plans And Other Post Retirement Benefits (Schedule Of The Change In The Benefit Obligation Of CDT Defined Benefit Plan) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2013 |
Compensation and Retirement Disclosure [Abstract] | ' | ' |
Benefit obligation-beginning of period | $23,871 | $21,461 |
Service cost | 228 | 457 |
Interest cost | 436 | 888 |
Benefits paid | -251 | -466 |
Actuarial (gain) loss | -1,027 | 278 |
Foreign exchange (gain) loss | 1,241 | 1,253 |
Benefit obligation-end of period | 24,498 | 23,871 |
Less: current portion | -601 | -535 |
Noncurrent portion of benefit obligation | $23,897 | $23,336 |
Pension_Plans_And_Other_Post_R5
Pension Plans And Other Post Retirement Benefits (Components Of Net Pension Expense For CDT Pension Plan) (Details) (USD $) | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Service cost | $228 | ' | $457 | $115 | $117 | $228 | $230 |
Interest cost | 436 | ' | 888 | 219 | 226 | 436 | 446 |
Amortization of actuarial gains and losses | ' | ' | ' | 69 | 71 | 138 | 139 |
Net pension expense | $539 | $470 | ' | $403 | $414 | $802 | $815 |
Pension_Plans_And_Other_Post_R6
Pension Plans And Other Post Retirement Benefits (Schedule Of Weighted-Average Key Assumptions Used For CDT Pension Plan) (Details) (CDT Pension Plan [Member]) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jun. 30, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Salary increases | 2.50% | 2.50% |
Pension increases | 2.00% | 2.00% |
Discount rate | 3.70% | 3.50% |
To Age 30 [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Employee fluctuation rate | 1.00% | 1.00% |
To Age 35 [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Employee fluctuation rate | 0.50% | 0.50% |
To Age 40 [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Employee fluctuation rate | 0.00% | 0.00% |
To Age 45 [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Employee fluctuation rate | 0.50% | 0.50% |
To Age 50 [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Employee fluctuation rate | 0.50% | 0.50% |
From Age 51 [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Employee fluctuation rate | 1.00% | 1.00% |
Pension_Plans_And_Other_Post_R7
Pension Plans And Other Post Retirement Benefits (Anticipated Pension Payments Under CDT Pension Plan) (Details) (CDT Pension Plan [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
CDT Pension Plan [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 (six months ended June 30) | $301 |
2015 | 622 |
2016 | 690 |
2017 | 760 |
2018 | 815 |
2019 to 2023 | 5,976 |
Total | $9,164 |
Share_Capital_Option_Plans_And2
Share Capital, Option Plans And Share-Based Payments (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Purchase of treasury stock (in shares) | 0 | 0 | 0 | 0 | ' |
Issuance of treasury stock (in shares) | 194,171 | 182,616 | 194,171 | 182,616 | ' |
Dividends declared per Common Share | $0.30 | $0 | $0.60 | $0 | ' |
Number of options outstanding (in shares) | 1,866,674 | ' | 1,866,674 | ' | 1,805,391 |
Unrecognized compensation cost relating to unvested stock awards | $19 | ' | $19 | ' | ' |
Unvested stock awards compensation cost, weighted average recognition period | ' | ' | '3 years | ' | ' |
Cash proceeds from exercise of options granted | 3 | 2 | 4.2 | 5.4 | ' |
Tax benefit realized from exercise of options | 0.5 | 0 | 0.6 | 0.8 | ' |
Stock Options [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Number of options outstanding (in shares) | 1,866,674 | ' | 1,866,674 | ' | ' |
Common shares available for issuance (in shares) | 2,476,998 | ' | 2,476,998 | ' | ' |
Vesting period | ' | ' | '4 years | '4 years | ' |
Expire period of options, minimum term | ' | ' | '7 years | '7 years | ' |
Expire period of options, maximum term | ' | ' | '10 years | '10 years | ' |
Deferred Stock Units [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares granted during the period | 14,238 | 16,862 | 14,481 | 17,161 | ' |
Employee Share Purchase Plan [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Cash received from employee stock purchase plan | 0.6 | 0.4 | 1.3 | 1 | ' |
Fiscal 2013 LTIP | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares issued for share-based compensation | ' | ' | 155,021 | ' | ' |
Expense for shares issued for share-based compensation | ' | ' | 7.1 | ' | ' |
Fiscal 2016 LTIP | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares issued for share-based compensation | ' | ' | 39,150 | ' | ' |
Expense for shares issued for share-based compensation | ' | ' | $1.80 | ' | ' |
Shares granted during the period | ' | ' | 39,150 | ' | ' |
Share_Capital_Option_Plans_And3
Share Capital, Option Plans And Share-Based Payments (Summary Of Share-Based Compensation Costs) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | $3,000,000 | $2,000,000 | $4,200,000 | $5,400,000 |
Share-based compensation expense | 6,677,000 | 3,174,000 | 11,289,000 | 6,276,000 |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 500,000 | 0 | 600,000 | 800,000 |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 1,653,000 | 1,228,000 | 3,010,000 | 2,567,000 |
Performance Stock Units (PSUs) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 876,000 | 1,246,000 | 3,044,000 | 2,660,000 |
Deferred Stock Units (Directors) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 207,000 | 172,000 | 474,000 | 360,000 |
Restricted Stock Awards (legacy Vignette employees) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 0 | 0 | 0 | 10,000 |
Issued under LTIP [Member] | Restricted Stock Units [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 515,000 | 377,000 | 1,119,000 | 377,000 |
Issued under LTIP [Member] | Restricted Stock Units (RSUs fully vested) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 3,300,000 | 0 | 3,300,000 | 0 |
Other [Member] | Restricted Stock Units [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $126,000 | $151,000 | $342,000 | $302,000 |
Share_Capital_Option_Plans_And4
Share Capital, Option Plans And Share-Based Payments (Summary Of Option Activity) (Details) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 |
Options | ' |
Options outstanding beginning balance (in shares) | 1,805,391 |
Options granted (in shares) | 324,471 |
Options exercised (in shares) | -113,969 |
Options forfeited or expired (in shares) | -149,219 |
Options outstanding ending balance (in shares) | 1,866,674 |
Options exercisable (in shares) | 645,294 |
Weighted- Average Exercise Price | ' |
Options outstanding beginning balance, weighted-average exercise price (in dollars per share) | $49.44 |
Options granted, weighted-average exercise price (in dollars per share) | $76.18 |
Options exercised, weighted-average exercise price (in dollars per share) | $36.59 |
Options forfeited or expired, weighted-average exercise price (in dollars per share) | $50.94 |
Options outstanding ending balance, weighted-average exercise price (in dollars per share) | $54.75 |
Options exercisable, weighted-average exercise price (in dollars per share) | $41.82 |
Options outstanding, weighted-average remaining contractual term | '4 years 10 months 6 days |
Options exercisable, weighted-average remaining contractual term | '3 years 2 months 19 days |
Options outstanding, aggregate intrinsic value | $69,452 |
Options exercisable, aggregate intrinsic value | $32,358 |
Share_Capital_Option_Plans_And5
Share Capital, Option Plans And Share-Based Payments (Schedule Of Weighted-Average Fair Value Of Options And Weighted-Average Assumptions Used) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' |
Weighted-average fair value of options granted (in dollars per share) | $20.06 | $16.28 | $18.16 | $16.78 |
Expected volatility | 32.00% | 37.00% | 32.00% | 38.00% |
Risk–free interest rate | 1.15% | 0.64% | 1.17% | 0.64% |
Expected dividend yield | 1.40% | 0.00% | 1.60% | 0.00% |
Expected life (in years) | '4 years 4 months 10 days | '4 years 4 months 6 days | '4 years 4 months 10 days | '4 years 4 months 6 days |
Forfeiture rate (based on historical rates) | 5.00% | 5.00% | 5.00% | 5.00% |
Average exercised share price (in dollars per share) | $83.21 | $52.74 | $76.18 | $53.20 |
Share_Capital_Option_Plans_And6
Share Capital, Option Plans And Share-Based Payments Share Capital, Option Plans And Share-Based Payments (Schedule of Long Term Incentive Plan Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Unvested stock awards compensation cost, weighted average recognition period | ' | ' | '3 years | ' |
Long Term Incentive Plan | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $4,691,000 | $1,623,000 | $7,463,000 | $3,037,000 |
Expected share-based compensation expense | ' | ' | 49,986,000 | ' |
Compensation cost recognized to date | 37,400,000 | ' | 37,400,000 | ' |
Compensation cost not yet recognized | 12,600,000 | ' | 12,600,000 | ' |
Unvested stock awards compensation cost, weighted average recognition period | ' | ' | '2 years 2 months 10 days | ' |
Employee Share Purchase Plan [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Cash received from employee stock purchase plan | 600,000 | 400,000 | 1,300,000 | 1,000,000 |
Performance Stock Units (PSUs) [Member] | Fiscal 2012 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 0 | 0 | 0 | 579,000 |
Expected share-based compensation expense | ' | ' | 17,314,000 | ' |
Performance Stock Units (PSUs) [Member] | Fiscal 2013 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 0 | 298,000 | 215,000 | 598,000 |
Expected share-based compensation expense | ' | ' | 6,489,000 | ' |
Performance Stock Units (PSUs) [Member] | Fiscal 2014 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 591,000 | 862,000 | 1,961,000 | 1,397,000 |
Expected share-based compensation expense | ' | ' | 8,071,000 | ' |
Performance Stock Units (PSUs) [Member] | Fiscal 2015 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 169,000 | 86,000 | 752,000 | 86,000 |
Expected share-based compensation expense | ' | ' | 2,927,000 | ' |
Performance Stock Units (PSUs) [Member] | Fiscal 2016 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 116,000 | 0 | 116,000 | 0 |
Expected share-based compensation expense | ' | ' | 2,098,000 | ' |
Restricted Stock Units (RSUs) [Member] | Fiscal 2015 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 245,000 | 377,000 | 849,000 | 377,000 |
Expected share-based compensation expense | ' | ' | 5,016,000 | ' |
Restricted Stock Units (RSUs) [Member] | Fiscal 2016 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 270,000 | 0 | 270,000 | 0 |
Expected share-based compensation expense | ' | ' | 4,771,000 | ' |
Restricted Stock Units (RSUs fully vested) [Member] | Fiscal 2016 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 3,300,000 | 0 | 3,300,000 | 0 |
Expected share-based compensation expense | ' | ' | $3,300,000 | ' |
Guarantees_And_Contingencies_D
Guarantees And Contingencies (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2013 | ||
Total long-term debt obligations | $578,625,000 | |
Long-term debt obligations due within one year | 29,416,000 | |
Long-term debt obligations due in second and third years | 133,817,000 | |
Long-term debt obligations due in fourth and fifth years | 415,392,000 | |
Long-term debt obligations due after fifth year | 0 | |
Total operating lease obligations | 155,664,000 | [1] |
Operating lease obligations due within one year | 19,273,000 | [1] |
Operating lease obligations due in second and third years | 62,483,000 | [1] |
Operating lease obligations due in fourth and fifth years | 40,116,000 | [1] |
Operating lease obligations due after fifth year | 33,792,000 | [1] |
Total purchase obligations | 8,457,000 | |
Purchase obligations due within one year | 2,902,000 | |
Purchase obligations due in second and third years | 4,784,000 | |
Purchase obligations due in fourth and fifth years | 771,000 | |
Purchase obligations due after fifth year | 0 | |
Total obligations | 742,746,000 | |
Total obligations due within one year | 51,591,000 | |
Total obligations due in second and third years | 201,084,000 | |
Total obligations due in fourth and fifth years | 456,279,000 | |
Total obligations due after fifth year | 33,792,000 | |
Non-cancelable sublease income | 1,600,000 | |
EasyLink Services International Corporation [Member] | ' | |
Loss Contingency, Estimate of Possible Loss | 10,500,000 | |
Loss Contingency, Amount Assessed for Sales Tax, Interest, and Penalties | $500,000 | |
[1] | Net of $1.6 million of sublease income to be received from properties which we have subleased to third parties. |
Income_Taxes_Interest_And_Pena
Income Taxes (Interest And Penalties Related To Liabilities For Income Tax Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Interest expense (recovery) | $1,904 | ($2,041) | $4,232 | ($187) |
Penalties expense (recovery) | -78 | -3 | 160 | 36 |
Total | $1,826 | ($2,044) | $4,392 | ($151) |
Income_Taxes_Interest_Accrued_
Income Taxes (Interest Accrued And Penalties Accrued Related To Income Tax Expense) (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Income Tax Disclosure [Abstract] | ' | ' | ||
Interest expense accrued | $21,601 | [1] | $18,210 | [1] |
Penalties accrued | $6,264 | [1] | $6,045 | [1] |
[1] | These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Increase (decrease) in gross unrecognized tax benefit in next 12 months | ($3.90) | ' | ($3.90) | ' | ' |
Number of years open to examination | ' | ' | '10 years | ' | ' |
Taxes paid on cash distribution | 1.4 | ' | 1.4 | ' | 0.4 |
Effective Income Tax Rate Reconciliation, Percent | 23.70% | 4.90% | 29.70% | 19.40% | ' |
Increase (decrease) in net expense of unrecognized tax benefits | 11.6 | ' | 13.2 | ' | ' |
Increase (decrease) in foreign income tax rate differential | $2.10 | ' | ($1.60) | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instrument asset (note 15) | ($1,457) | ($3,170) |
Total recurring assets fair value | -1,457 | -3,170 |
Significant other observable inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instrument asset (note 15) | -1,457 | -3,170 |
Total recurring assets fair value | ($1,457) | ($3,170) |
Derivative_Instruments_And_Hed2
Derivative Instruments And Hedging Activities (Fair Value Of Derivative Instruments In The Condensed Consolidated Balance Sheets) (Details) (Foreign Exchange Forward [Member], USD $) | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2013 |
Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Prepaid Expenses and Other Current Assets [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | |||||||
Designated As Hedging Instrument [Member] | Designated As Hedging Instrument [Member] | |||||||
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | ' | ' | ($1,950,000) | ($673,000) | $118,000 | $2,725,000 | ' | ' |
Notional amount of forward contracts held to sell U.S. dollars in exchange for Canadian dollars | 49,800,000 | 99,600,000 | ' | ' | ' | ' | ' | ' |
Fair Value Asset (Liability) | ' | ' | ' | ' | ' | ' | ($1,457,000) | ($3,170,000) |
Derivative_Instruments_And_Hed3
Derivative Instruments And Hedging Activities (Effects Of Derivative Instruments On Income And Other Comprehensive Income (OCI)) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' |
(Gain) loss reclassified into net income | $589 | ($958) | $1,173 | ($1,514) |
Cash Flow Hedging [Member] | Foreign Exchange Forward [Member] | ' | ' | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' |
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | -1,950 | -673 | 118 | 2,725 |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 0 | 0 | 0 | 0 |
Cash Flow Hedging [Member] | Foreign Exchange Forward [Member] | Operating Expenses [Member] | ' | ' | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' |
(Gain) loss reclassified into net income | ($801) | $1,304 | ($1,595) | $2,060 |
Special_Charges_Narrative_Deta
Special Charges (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Acquisition-related costs | $4,434,000 | $808,000 | $5,738,000 | $1,612,000 |
Other charges | 13,000 | 743,000 | -2,356,000 | 1,348,000 |
Special Charges [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Acquisition-related costs | 4,100,000 | 500,000 | 5,000,000 | 1,200,000 |
Acquisition-integration related costs | 300,000 | 300,000 | 700,000 | 400,000 |
Settlement agreement IXOS [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Other charges | ' | ' | 1,400,000 | ' |
Interest Accrued EasyLink pre-acquisition [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Other charges | ' | 1,000,000 | 800,000 | 1,000,000 |
Pre-Aquisition Sales Tax Liabilities[Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Other charges | ' | ' | -4,600,000 | ' |
Recovery Sublease [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Other charges | ' | -300,000 | ' | 600,000 |
Fiscal 2014 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring and Related Cost, Expected Cost | ' | ' | 8,700,000 | ' |
Special charges recorded to date | ' | ' | 6,600,000 | ' |
Fiscal 2013 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Special charges recorded to date | ' | ' | 16,100,000 | ' |
Fiscal 2012 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Special charges recorded to date | ' | ' | $17,600,000 | ' |
Special_Charges_Schedule_Of_Sp
Special Charges (Schedule Of Special Charges Related To Restructuring Plan) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Acquisition-related costs | $4,434 | $808 | $5,738 | $1,612 |
Other charges | 13 | 743 | -2,356 | 1,348 |
Total Special charges (recoveries) | 6,268 | 2,269 | 9,999 | 11,823 |
Fiscal 2014 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Special charges | 1,759 | 0 | 6,551 | 0 |
Fiscal 2013 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Special charges | 67 | 684 | 332 | 8,262 |
Fiscal 2012 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Special charges | -5 | 403 | -266 | 987 |
Restructuring Plans prior to Fiscal 2012 | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Special charges | $0 | ($369) | $0 | ($386) |
Special_Charges_Schedule_Of_Re
Special Charges (Schedule Of Restructuring Reserve) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Fiscal 2014 Restructuring Plan [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | $0 |
Accruals and adjustments | 6,551 |
Cash payments | -3,769 |
Foreign exchange | 85 |
Ending balance | 2,867 |
Fiscal 2014 Restructuring Plan [Member] | Workforce Reduction [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 0 |
Accruals and adjustments | 5,993 |
Cash payments | -3,499 |
Foreign exchange | 96 |
Ending balance | 2,590 |
Fiscal 2014 Restructuring Plan [Member] | Facility Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 0 |
Accruals and adjustments | 558 |
Cash payments | -270 |
Foreign exchange | -11 |
Ending balance | 277 |
Fiscal 2013 Restructuring Plan [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 7,601 |
Accruals and adjustments | 332 |
Cash payments | -4,202 |
Foreign exchange | 29 |
Ending balance | 3,760 |
Fiscal 2013 Restructuring Plan [Member] | Workforce Reduction [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 3,205 |
Accruals and adjustments | 964 |
Cash payments | -3,189 |
Foreign exchange | -41 |
Ending balance | 939 |
Fiscal 2013 Restructuring Plan [Member] | Facility Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 4,396 |
Accruals and adjustments | -632 |
Cash payments | -1,013 |
Foreign exchange | 70 |
Ending balance | 2,821 |
Fiscal 2012 Restructuring Plan [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 2,295 |
Accruals and adjustments | -266 |
Cash payments | -475 |
Foreign exchange | 43 |
Ending balance | 1,597 |
Fiscal 2012 Restructuring Plan [Member] | Workforce Reduction [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 309 |
Accruals and adjustments | -266 |
Cash payments | 0 |
Foreign exchange | 0 |
Ending balance | 43 |
Fiscal 2012 Restructuring Plan [Member] | Facility Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 1,986 |
Accruals and adjustments | 0 |
Cash payments | -475 |
Foreign exchange | 43 |
Ending balance | $1,554 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Cordys Holding BV [Member] | Cordys Holding BV [Member] | Cordys Holding BV [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Purchase Price | ' | ' | ' | ' | $33,200,000 | ' | ' |
Cash acquired from acquisition | ' | ' | ' | ' | 30,600,000 | ' | ' |
Acquisition related costs (included in Special charges in the Consolidated Statements of Income) for the three month ended December 31, 2013 | $4,434,000 | $808,000 | $5,738,000 | $1,612,000 | ' | $200,000 | $900,000 |
Supplemental_Cash_Flow_Disclos2
Supplemental Cash Flow Disclosures (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Information [Line Items] | ' | ' | ' | ' |
Cash paid during the period for interest | $3,764 | $7,500 | $4,302 | $8,542 |
Cash received during the period for interest | 1,260 | 1,782 | 322 | 731 |
Cash paid during the period for income taxes | 11,162 | 15,715 | 21,280 | 37,561 |
International Subsidiaries [Member] | ' | ' | ' | ' |
Supplemental Cash Flow Information [Line Items] | ' | ' | ' | ' |
Cash paid during the period for income taxes | $300 | $8,800 | $600 | $24,200 |
Net_Income_Per_Share_Details
Net Income Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Basic earnings per share, Net income | $53,500 | $61,108 | $84,130 | $80,537 |
Basic earnings per share (in dollars per share) | $0.90 | $1.04 | $1.42 | $1.38 |
Diluted earnings per share, Net income | $53,500 | $61,108 | $84,130 | $80,537 |
Diluted earnings per share (in dollars per share) | $0.90 | $1.04 | $1.41 | $1.37 |
Weighted-average number of shares outstanding - Basic (in shares) | 59,136 | 58,503 | 59,100 | 58,473 |
Effect of dilutive securities (in shares) | 457 | 480 | 375 | 488 |
Weighted-average number of shares outstanding - Diluted (in shares) | 59,593 | 58,983 | 59,475 | 58,961 |
Excluded as anti-dilutive (in shares) | 113 | 1,076 | 235 | 1,065 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Stephen Sadler [Member], USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Stephen Sadler [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Consultancy fees earned by director for business acquisition-related activities | $0.20 | $0.50 |
Subsequent_Events_Dividends_De
Subsequent Events (Dividends) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 23, 2014 | Jan. 22, 2014 | Jun. 30, 2013 | Jan. 22, 2014 | Jan. 23, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Common stock, shares outstanding (in shares) | 59,159,544 | ' | 59,159,544 | ' | 120,947,360 | 60,473,680 | 59,028,886 | ' | ' |
Dividends declared per Common Share | $0.30 | $0 | $0.60 | $0 | ' | ' | ' | $0.30 | $0.15 |
Subsequent_Events_Acquisition_
Subsequent Events (Acquisition) (Details) (GXS Group, Inc. [Member], Subsequent Event [Member], USD $) | 0 Months Ended |
In Billions, except Share data, unless otherwise specified | Jan. 16, 2014 |
GXS Group, Inc. [Member] | Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Percentage of voting interests acquired | 100.00% |
Acquisition, number of shares issued | 1,297,521 |
Acquisition, cash paid | $1.10 |
Subsequent_Events_Debt_Details
Subsequent Events (Debt) (Details) (Subsequent Event [Member], Term Loan B [Member], USD $) | 0 Months Ended |
Jan. 16, 2014 | |
Subsequent Event [Member] | Term Loan B [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit agreement, maximum capacity | $800,000,000 |
Credit agreement, amount outstanding | $800,000,000 |
Credit agreement, repayment percentage of principal amount | 0.25% |
Stated floating interest rate | 2.50% |
Interest addition to floating rate | 0.75% |
Subsequent_Events_Restructurin
Subsequent Events (Restructuring) (Details) (Scenario, Forecast [Member], USD $) | 12 Months Ended | 18 Months Ended | 5 Months Ended | 12 Months Ended | 18 Months Ended | 5 Months Ended | ||||
In Millions, unless otherwise specified | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | |
Workforce Reduction [Member] | Facility Costs [Member] | Other Restructuring [Member] | Workforce Reduction [Member] | Facility Costs [Member] | Other Restructuring [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total restructuring cost | $7 | $29 | $11 | $9 | $2 | $10 | $37 | $13 | $11 | $3 |