Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Mar. 31, 2014 | Apr. 23, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
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 | ' | 121,592,348 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $336,071 | $470,445 |
Accounts receivable trade, net of allowance for doubtful accounts of $3,800 as of March 31, 2014 and $4,871 as of June 30, 2013 (note 3) | 257,292 | 174,927 |
Income taxes recoverable (note 14) | 23,405 | 17,173 |
Prepaid expenses and other current assets | 71,157 | 43,464 |
Deferred tax assets (note 14) | 10,844 | 11,082 |
Total current assets | 698,769 | 717,091 |
Property and equipment (note 4) | 129,571 | 88,364 |
Goodwill (note 5) | 2,105,596 | 1,246,872 |
Acquired intangible assets (note 6) | 770,160 | 363,615 |
Deferred tax assets (note 14) | 133,170 | 135,695 |
Other assets (note 7) | 50,071 | 25,082 |
Deferred charges (note 8) | 56,190 | 67,633 |
Long-term income taxes recoverable (note 14) | 10,994 | 10,465 |
Total assets | 3,954,521 | 2,654,817 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities (note 9) | 230,162 | 188,443 |
Current portion of long-term debt (note 10) | 62,384 | 51,742 |
Deferred revenues | 334,665 | 282,387 |
Income taxes payable (note 14) | 9,118 | 4,184 |
Deferred tax liabilities (note 14) | 1,441 | 1,127 |
Total current liabilities | 637,770 | 527,883 |
Long-term liabilities: | ' | ' |
Accrued liabilities (note 9) | 41,486 | 17,849 |
Deferred credits (note 8) | 18,675 | 11,608 |
Pension liability (note 11) | 55,917 | 24,509 |
Non-current portion of long-term debt | 1,270,000 | 513,750 |
Deferred revenues | 17,726 | 11,830 |
Long-term income taxes payable (note 14) | 158,856 | 140,508 |
Deferred tax liabilities (note 14) | 187,917 | 69,672 |
Total long-term liabilities | 1,750,577 | 789,726 |
Shareholders’ equity: | ' | ' |
121,592,348 and 118,057,772 Common Shares issued and outstanding at March 31, 2014 and June 30, 2013, respectively; Authorized Common Shares: unlimited | 788,316 | 651,642 |
Additional paid-in capital | 109,769 | 101,865 |
Accumulated other comprehensive income | 39,489 | 39,890 |
Retained earnings | 649,207 | 572,885 |
Treasury stock, at cost (836,952 shares at March 31, 2014 and 1,221,756 at June 30, 2013, respectively) | -20,871 | -29,074 |
Total OpenText shareholders' equity | 1,565,910 | 1,337,208 |
Non-controlling interests | 264 | 0 |
Total shareholders’ equity | 1,566,174 | 1,337,208 |
Total liabilities and shareholders’ equity | $3,954,521 | $2,654,817 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable trade, allowance for doubtful accounts | $3,800 | $4,871 |
Common stock, shares outstanding (in shares) | 121,592,348 | 118,057,772 |
Common stock, shares issued (in shares) | 121,592,348 | 118,057,772 |
Treasury stock, shares (in shares) | 836,952 | 1,221,756 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' | ' | ' |
License | $73,083 | $69,035 | $209,553 | $200,816 |
Cloud services | 128,400 | 43,194 | 212,178 | 131,909 |
Customer support | 180,290 | 166,573 | 523,155 | 493,327 |
Professional service and other | 60,981 | 58,893 | 185,835 | 190,017 |
Total revenues | 442,754 | 337,695 | 1,130,721 | 1,016,069 |
Cost of revenues: | ' | ' | ' | ' |
License | 3,527 | 3,079 | 9,867 | 12,578 |
Cloud services | 49,464 | 18,741 | 79,692 | 54,669 |
Customer support | 25,206 | 27,497 | 71,785 | 81,597 |
Professional service and other | 49,218 | 49,701 | 145,898 | 148,995 |
Amortization of acquired technology-based intangible assets (note 6) | 17,147 | 23,058 | 51,712 | 70,031 |
Total cost of revenues | 144,562 | 122,076 | 358,954 | 367,870 |
Gross profit | 298,192 | 215,619 | 771,767 | 648,199 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 47,199 | 43,003 | 129,332 | 121,627 |
Sales and marketing | 93,700 | 77,327 | 244,403 | 209,819 |
General and administrative | 39,336 | 25,762 | 101,037 | 81,468 |
Depreciation | 10,527 | 6,064 | 23,883 | 18,278 |
Amortization of acquired customer-based intangible assets (note 6) | 24,679 | 17,149 | 54,388 | 51,548 |
Special charges (note 17) | 15,902 | 5,444 | 25,901 | 17,267 |
Total operating expenses | 231,343 | 174,749 | 578,944 | 500,007 |
Income from operations | 66,849 | 40,870 | 192,823 | 148,192 |
Other income (expense), net | 1,652 | 237 | 2,838 | 1,707 |
Interest and other related expense, net | -9,734 | -4,109 | -17,159 | -12,992 |
Income before income taxes | 58,767 | 36,998 | 178,502 | 136,907 |
Provision for income taxes (note 14) | 12,971 | 11,187 | 48,576 | 30,559 |
Net income for the period | 45,796 | 25,811 | 129,926 | 106,348 |
Add: net loss attributable to non-controlling interests | 88 | 0 | 88 | 0 |
Net income attributable to OpenText | $45,884 | $25,811 | $130,014 | $106,348 |
Earnings per share—basic attributable to OpenText (note 20) | $0.38 | $0.22 | $1.09 | $0.91 |
Earnings per share—diluted attributable to OpenText (note 20) | $0.38 | $0.22 | $1.08 | $0.90 |
Weighted average number of Common Shares outstanding—basic | 120,873 | 117,192 | 119,048 | 117,028 |
Weighted average number of Common Shares outstanding—diluted | 122,100 | 118,154 | 120,031 | 118,002 |
Dividends declared per Common Share | $0.15 | $0 | $0.45 | $0 |
Consolidated_Statements_Of_Oth
Consolidated Statements Of Other Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income for the period | $45,796 | $25,811 | $129,926 | $106,348 |
Net foreign currency translation adjustments | -1,087 | -3,325 | -733 | -4,790 |
Unrealized gain (loss) | -1,604 | -908 | -1,517 | 1,097 |
(Gain) loss reclassified into net income | 1,237 | 75 | 2,410 | -1,439 |
Actuarial gain (loss) | -1,808 | 124 | -781 | -752 |
Amortization of actuarial loss into net income | 74 | 72 | 220 | 219 |
Total other comprehensive income (loss), net, for the period | -3,188 | -3,962 | -401 | -5,665 |
Total comprehensive income | 42,608 | 21,849 | 129,525 | 100,683 |
Add: comprehensive loss attributable to non-controlling interests | 88 | 0 | 88 | 0 |
Total comprehensive income attributable to OpenText | $42,696 | $21,849 | $129,613 | $100,683 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income for the period | $129,926 | $106,348 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization of intangible assets | 129,983 | 139,857 |
Share-based compensation expense | 15,707 | 10,153 |
Excess tax benefits on share-based compensation expense | -1,675 | -612 |
Pension expense | 1,298 | 692 |
Amortization of debt issuance costs | 2,060 | 1,591 |
Amortization of deferred charges and credits | 8,640 | 8,620 |
Loss on sale and write down of property and equipment | 15 | 24 |
Deferred taxes | -4,203 | -7,362 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 19,129 | 15,387 |
Prepaid expenses and other current assets | -18,625 | -2,061 |
Income taxes | 5,578 | -14,907 |
Deferred charges and credits | 9,870 | 3,580 |
Accounts payable and accrued liabilities | -32,212 | -27,176 |
Deferred revenue | 20,022 | 18,192 |
Other assets | -3,300 | 959 |
Net cash provided by operating activities | 282,213 | 253,285 |
Cash flows from investing activities: | ' | ' |
Additions of property and equipment | -28,443 | -15,792 |
Purchase of patents | -192 | 0 |
Purchase consideration for prior period acquisitions | -665 | -653 |
Other investing activities | -2,547 | 0 |
Net cash used in investing activities | -1,140,106 | -351,658 |
Cash flows from financing activities: | ' | ' |
Excess tax benefits on share-based compensation expense | 1,675 | 612 |
Proceeds from issuance of Common Shares | 19,718 | 7,530 |
Equity issuance costs | -144 | 0 |
Purchase of Treasury Stock | -1,275 | 0 |
Proceeds from long-term debt and revolver | 800,000 | 0 |
Repayment of long-term debt | -32,499 | -23,008 |
Debt issuance costs | -16,032 | 0 |
Payments of dividends to shareholders | -53,692 | 0 |
Net cash provided by (used in) financing activities | 717,751 | -14,866 |
Foreign exchange gain on cash held in foreign currencies | 5,768 | 403 |
Decrease in cash and cash equivalents during the period | -134,374 | -112,836 |
Cash and cash equivalents at beginning of the period | 470,445 | 559,747 |
Cash and cash equivalents at end of the period | 336,071 | 446,911 |
GXS Group, Inc. [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | -1,077,671 | 0 |
Cordys Holding BV [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | -30,588 | 0 |
EasyLink Services International Corporation [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | 0 | -315,331 |
Resonate KT Limited [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | 0 | -19,366 |
System Solutions Australia Pty Limited [Member] | ' | ' |
Cash flows from investing activities: | ' | ' |
Purchase of business, net of cash acquired | $0 | ($516) |
Basis_Of_Presentation
Basis Of Presentation | 9 Months Ended |
Mar. 31, 2014 | |
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 and majority-owned subsidiaries, collectively referred to as "OpenText" or the "Company". Our majority owned subsidiaries include GXS, Inc. (GXS Korea) and EC1 Pte. Ltd. (GXS Singapore), which as of March 31, 2014, were 85% and 81% owned, respectively, by OpenText. | |
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; (iv) the term “Fiscal 2011” means our fiscal year beginning on July 1, 2010 and ending June 30, 2011, and (v) the term "Fiscal 2010" means our fiscal year beginning on July 1, 2009 and ending June 30, 2010. | |
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, and GXS Group, Inc. (GXS), with effect from January 16, 2014 (see note 18). | |
Additionally, as a result of a two-for-one stock-split effected February 18, 2014 by way of a stock dividend, all historical per share data, number of Common Shares outstanding, and share-based compensation awards presented in the Condensed Consolidated Financial Statements and Notes to the Condensed Consolidated Financial Statements have been presented on a post stock-split basis. | |
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 income from operations or consolidated net income. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Accounting Policies Update | |
Capitalized Software | |
We capitalize software development costs in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-40 – Accounting for the Costs of Computer Software Developed or Obtained for Internal-Use. We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post implementation and operation stage. If different determinations are made with respect to the state of development of a software project, then the amount capitalized and the amount charged to expense for that project could differ materially. | |
Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. We also capitalize the direct costs of materials and services, which generally includes outside contractors, and interest. We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to training or data conversion costs. Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized. If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred. If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially. | |
We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use. The capitalized software development costs are generally amortized using the straight-line method over a five-year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. If different determinations are made with respect to the estimated useful life of the software, the amount of amortization charged in a particular period could differ materially. | |
Revenue | |
In addition to the disclosure under note 2 - Significant Accounting Policies, under "Revenue recognition" in the notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended June 30, 2013, we have adopted the following revenue recognition and cost deferral policies in connection with revenues acquired through GXS: | |
Managed services arrangements — In certain managed services arrangements, we sell transaction processing along with implementation and start-up services. The implementation and start-up services typically do not have stand-alone value and, therefore, they do not qualify as separate units of accounting and are not separated. We believe these services do not have stand-alone value as the customer generally only receives value from these services in conjunction with the use of the related transaction processing service, we do not generally sell such services separately, and the output of such services cannot be re-sold by the customer. Revenues related to implementation and start-up services are recognized over the estimated customer life which, based on our current estimate, approximates the term of the related transaction processing arrangement. In some arrangements, we also sell professional services which do have stand-alone value and can be separated from other elements in the arrangement. The revenue related to these services is recognized as the service is performed. | |
We defer all direct and relevant costs associated with implementation of long-term customer contracts to the extent such costs can be recovered through guaranteed contract revenues. | |
Recent Accounting Pronouncements | |
Presentation of Unrecognized Tax Benefits | |
On July 18, 2013, the 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 | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Allowance For Doubtful Accounts [Abstract] | ' | |||
Allowance For Doubtful Accounts | ' | |||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ||||
Balance as of June 30, 2013 | $ | 4,871 | ||
Bad debt expense | 1,698 | |||
Write-off /adjustments | (2,769 | ) | ||
Balance as of March 31, 2014 | $ | 3,800 | ||
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||
Property and Equipment | ' | |||||||||||
PROPERTY AND EQUIPMENT | ||||||||||||
As of March 31, 2014 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 15,807 | $ | (7,987 | ) | $ | 7,820 | |||||
Office equipment | 1,508 | (838 | ) | 670 | ||||||||
Computer hardware | 84,817 | (50,838 | ) | 33,979 | ||||||||
Computer software | 27,160 | (13,838 | ) | 13,322 | ||||||||
Capitalized software development costs | 11,403 | (408 | ) | 10,995 | ||||||||
Leasehold improvements | 43,589 | (22,153 | ) | 21,436 | ||||||||
Buildings | 46,893 | (5,544 | ) | 41,349 | ||||||||
Total | $ | 231,177 | $ | (101,606 | ) | $ | 129,571 | |||||
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 | 9 Months Ended | |||
Mar. 31, 2014 | ||||
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 | |||
Acquisition of GXS Group, Inc. (note 18) | 838,279 | |||
Adjustments relating to prior acquisitions | 1,856 | |||
Balance as of March 31, 2014 | $ | 2,105,596 | ||
Acquired_Intangible_Assets
Acquired Intangible Assets | 9 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Acquired Intangible Assets [Abstract] | ' | |||||||||||
Acquired Intangible Assets | ' | |||||||||||
ACQUIRED INTANGIBLE ASSETS | ||||||||||||
As of March 31, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 699,206 | $ | (454,836 | ) | $ | 244,370 | |||||
Customer Assets | 874,257 | (348,467 | ) | 525,790 | ||||||||
Total | $ | 1,573,463 | $ | (803,303 | ) | $ | 770,160 | |||||
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 five years and six 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 (three months ending June 30) | $ | 44,842 | ||||||||||
2015 | 174,349 | |||||||||||
2016 | 149,415 | |||||||||||
2017 | 132,222 | |||||||||||
2018 and beyond | 269,332 | |||||||||||
Total | $ | 770,160 | ||||||||||
Other_Assets
Other Assets | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Assets, Noncurrent Disclosure [Abstract] | ' | |||||||
Other Assets | ' | |||||||
OTHER ASSETS | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Debt issuance costs | $ | 20,312 | $ | 6,340 | ||||
Deposits and restricted cash | 14,888 | 10,205 | ||||||
Long-term prepaid expenses and other long-term assets | 14,871 | 8,537 | ||||||
Total | $ | 50,071 | $ | 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). 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 (a) advance payments on long-term licenses that are being amortized over the applicable terms of the licenses and (b) certain venture capital fund investments 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 | 9 Months Ended |
Mar. 31, 2014 | |
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 | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 March 31, 2014 | As of June 30, 2013 | |||||||
Accounts payable—trade | $ | 15,532 | $ | 8,776 | ||||
Accrued salaries and commissions | 66,807 | 50,568 | ||||||
Accrued liabilities | 133,333 | 120,981 | ||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | 12,631 | 7,130 | ||||||
Asset retirement obligations | 1,859 | 988 | ||||||
Total | $ | 230,162 | $ | 188,443 | ||||
Long-term accrued liabilities | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | $ | 2,374 | $ | 2,919 | ||||
Other accrued liabilities* | 31,316 | 10,172 | ||||||
Asset retirement obligations | 7,796 | 4,758 | ||||||
Total | $ | 41,486 | $ | 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 March 31, 2014, the present value of this obligation was $9.7 million (June 30, 2013—$5.7 million), with an undiscounted value of $10.2 million (June 30, 2013—$6.1 million). |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-term Debt, Unclassified [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
LONG-TERM DEBT | ||||||||
Long-term debt | ||||||||
Long-term debt is comprised of the following: | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Total debt | ||||||||
Term Loan A | $ | 525,000 | $ | 555,000 | ||||
Term Loan B | 798,000 | — | ||||||
Mortgage | 9,384 | 10,492 | ||||||
1,332,384 | 565,492 | |||||||
Less: | ||||||||
Current portion of long-term debt | ||||||||
Term Loan A | 45,000 | 41,250 | ||||||
Term Loan B | 8,000 | — | ||||||
Mortgage | 9,384 | 10,492 | ||||||
62,384 | 51,742 | |||||||
Non-current portion of long-term debt | $ | 1,270,000 | $ | 513,750 | ||||
Term Loan A and Revolver | ||||||||
As of March 31, 2014, one of our credit facilities consists of a $600 million term loan facility (Term Loan A) and a $100 million committed revolving credit facility (the Revolver). Borrowings under Term Loan A are secured by a first charge over substantially all of our assets, and as of January 16, 2014, on a pari passu basis with Term Loan B (as defined below). 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 nine months ended March 31, 2014, interest on Term Loan A was at a floating rate of LIBOR plus 2.25%. For the three and nine months ended March 31, 2013, interest was at a floating rate of LIBOR plus 2.5%. | ||||||||
For the three and nine months ended March 31, 2014, we recorded interest expense of $3.2 million and $10.1 million, respectively, relating to Term Loan A (three and nine months ended March 31, 2013—$3.7 million and $11.9 million, respectively). | ||||||||
The Revolver has a five year term with no fixed repayment date prior to the end of the term. As of March 31, 2014, we have not drawn any amounts on the Revolver. | ||||||||
Term Loan B | ||||||||
In connection with the acquisition of GXS, on January 16, 2014, we entered into a second credit facility, which provides for a $800 million term loan facility (Term Loan B). | ||||||||
Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with Term Loan A. We entered into Term Loan B and borrowed the full amount on January 16, 2014. | ||||||||
Term Loan B has a seven year term and 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 the three and nine months ended March 31, 2014, we recorded interest expense of $5.3 million, respectively, relating to Term Loan B. | ||||||||
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 March 31, 2014, the carrying value of the mortgage was approximately $9.4 million (June 30, 2013—$10.5 million). | ||||||||
As of March 31, 2014, the carrying value of the Waterloo building that secures the mortgage was $15.8 million (June 30, 2013—$16.1 million). | ||||||||
For the three and nine months ended March 31, 2014, we recorded interest expense of $0.1 million and $0.3 million, respectively, relating to the mortgage (three and nine months ended March 31, 2013—$0.1 million and $0.3 million). |
Pension_Plans_And_Other_Post_R
Pension Plans And Other Post Retirement Benefits | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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), Open Text Software GmbH (IXOS), GXS GmbH (GXS Germany) and GXS Philippines, Inc. (GXS Philippines) as of March 31, 2014 and June 30, 2013: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||
CDT defined benefit plan | $ | 27,704 | $ | 636 | $ | 27,068 | |||||||||||
GXS Germany defined benefit plan** | 24,045 | 956 | 23,089 | ||||||||||||||
GXS Philippines defined benefit plan** | 4,601 | 11 | 4,590 | ||||||||||||||
CDT anniversary plan | 433 | 100 | 333 | ||||||||||||||
IXOS defined benefit plans | 837 | — | 837 | ||||||||||||||
Total | $ | 57,620 | $ | 1,703 | $ | 55,917 | |||||||||||
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 | |||||||||||
GXS GmbH defined benefit plan** | — | — | — | ||||||||||||||
GXS Philippines, Inc. defined benefit plan** | — | — | — | ||||||||||||||
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. | ||||||||||||||||
** | These plans were acquired as part of our acquisition of GXS on January 16, 2014. | ||||||||||||||||
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 March 31, 2014 | As of June 30, 2013 | ||||||||||||||||
Benefit obligation—beginning of period | $ | 23,871 | $ | 21,461 | |||||||||||||
Service cost | 344 | 457 | |||||||||||||||
Interest cost | 658 | 888 | |||||||||||||||
Benefits paid | (387 | ) | (466 | ) | |||||||||||||
Actuarial (gain) loss | 1,738 | 278 | |||||||||||||||
Foreign exchange (gain) loss | 1,480 | 1,253 | |||||||||||||||
Benefit obligation—end of period | 27,704 | 23,871 | |||||||||||||||
Less: Current portion | (636 | ) | (535 | ) | |||||||||||||
Non-current portion of benefit obligation | $ | 27,068 | $ | 23,336 | |||||||||||||
The following are the details of net pension expense for the CDT pension plan for the periods indicated: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 116 | $ | 113 | $ | 344 | $ | 343 | |||||||||
Interest cost | 222 | 220 | 658 | 666 | |||||||||||||
Amortization of actuarial gains and losses | 70 | 69 | 208 | 208 | |||||||||||||
Net pension expense | $ | 408 | $ | 402 | $ | 1,210 | $ | 1,217 | |||||||||
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 projected benefit obligation 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 March 31, 2014 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 March 31, 2014 and June 30, 2013, respectively, we used the following weighted-average key assumptions: | |||||||||||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 2.5 | % | 2.5 | % | |||||||||||||
Pension increases | 2 | % | 2 | % | |||||||||||||
Discount rate | 3.3 | % | 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 the CDT pension plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (three months ending June 30) | $ | 159 | |||||||||||||||
2015 | 656 | ||||||||||||||||
2016 | 732 | ||||||||||||||||
2017 | 798 | ||||||||||||||||
2018 | 856 | ||||||||||||||||
2019 to 2023 | 6,626 | ||||||||||||||||
Total | $ | 9,827 | |||||||||||||||
GXS Germany Defined Benefit Plan | |||||||||||||||||
As part of our acquisition of GXS, we acquired an unfunded defined benefit pension plan covering certain German employees which provides for old age, disability and survivors' benefits. The GXS Germany plan has been closed to new participants since 2006. Benefits under the GXS Germany plan are generally based on a participant’s remuneration, date of hire, years of eligible service and age at retirement. 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. All information presented below for the GXS Germany plan is presented for the period indicated, starting on January 16, 2014, when such plan was assumed on the acquisition of GXS. | |||||||||||||||||
The following are the details of the change in the benefit obligation for the GXS Germany plan for the period indicated: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Benefit obligation—as of January 16, 2014 | $ | 23,637 | |||||||||||||||
Service cost | 87 | ||||||||||||||||
Interest cost | 206 | ||||||||||||||||
Benefits paid | (231 | ) | |||||||||||||||
Actuarial (gain) loss | 14 | ||||||||||||||||
Foreign exchange (gain) loss | 332 | ||||||||||||||||
Benefit obligation—end of period | 24,045 | ||||||||||||||||
Less: Current portion | (956 | ) | |||||||||||||||
Non-current portion of benefit obligation | $ | 23,089 | |||||||||||||||
The following are the details of net pension expense for the GXS Germany plan for the period indicated: | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 87 | |||||||||||||||
Interest cost | 206 | ||||||||||||||||
Net pension expense | $ | 293 | |||||||||||||||
The GXS Germany plan is an unfunded plan and therefore no contributions have been made since the inception of the plan. If actuarial gains and losses are in excess of 10% of the projected benefit obligation, such gains and losses will be amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. | |||||||||||||||||
In determining the fair value of the GXS Germany plan obligations as of March 31, 2014, we used the following weighted-average key assumptions: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 2.00% | ||||||||||||||||
Pension increases | 2.00% | ||||||||||||||||
Discount rate | 3.35% | ||||||||||||||||
Normal retirement age | 65-67 | ||||||||||||||||
Anticipated pension payments under the GXS Germany plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (three months ending June 30) | $ | 239 | |||||||||||||||
2015 | 969 | ||||||||||||||||
2016 | 1,020 | ||||||||||||||||
2017 | 1,112 | ||||||||||||||||
2018 | 1,219 | ||||||||||||||||
2019 to 2023 | 7,715 | ||||||||||||||||
Total | $ | 12,274 | |||||||||||||||
GXS Philippines Defined Benefit Plan | |||||||||||||||||
As part of our acquisition of GXS, we acquired an unfunded defined benefit pension plan covering substantially all of the GXS Philippines employees which provides for retirement, disability and survivors' benefits. Benefits under the GXS Philippines plan are generally based on a participant’s remuneration, years of eligible service and age at retirement. 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. All information presented below for the GXS Philippines plan is presented for the period indicated, starting on January 16, 2014, when such plan was assumed on the acquisition of GXS. | |||||||||||||||||
The following are the details of the change in the benefit obligation for the GXS Philippines plan for the period indicated: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Benefit obligation—as of January 16, 2014 | $ | 5,182 | |||||||||||||||
Service cost | 358 | ||||||||||||||||
Interest cost | 62 | ||||||||||||||||
Benefits paid | (48 | ) | |||||||||||||||
Actuarial (gain) loss | (972 | ) | |||||||||||||||
Foreign exchange (gain) loss | 19 | ||||||||||||||||
Benefit obligation—end of period | 4,601 | ||||||||||||||||
Less: Current portion | (11 | ) | |||||||||||||||
Non-current portion of benefit obligation | $ | 4,590 | |||||||||||||||
The following are the details of net pension expense for the GXS Philippines plan for the period indicated: | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 358 | |||||||||||||||
Interest cost | 62 | ||||||||||||||||
Net pension expense | $ | 420 | |||||||||||||||
The GXS Philippines plan is an unfunded plan and, aside from an initial contribution which currently has a fair value of approximately $36.0 thousand, no additional contributions have been made since the inception of the plan. If actuarial gains and losses are in excess of 10% of the projected benefit obligation, such gains and losses will be amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. | |||||||||||||||||
In determining the fair value of the GXS Philippines plan obligations as of March 31, 2014, we used the following weighted-average key assumptions: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 7.00% | ||||||||||||||||
Pension increases | 6.00% | ||||||||||||||||
Discount rate | 5.40% | ||||||||||||||||
Normal retirement age | 60 | ||||||||||||||||
Anticipated pension payments under the GXS Philippines plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (three months ending June 30) | $ | 3 | |||||||||||||||
2015 | 15 | ||||||||||||||||
2016 | 28 | ||||||||||||||||
2017 | 37 | ||||||||||||||||
2018 | 52 | ||||||||||||||||
2019 to 2023 | 1,115 | ||||||||||||||||
Total | $ | 1,250 | |||||||||||||||
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 March 31, 2014, 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 | 9 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Dividends | ||||||||||||||||||||||||
Stock Dividend | ||||||||||||||||||||||||
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 was implemented by way of a stock dividend whereby shareholders received one Common Share for each Common Share held. The record date for the stock dividend was February 7, 2014 and the payment date was February 18, 2014. | ||||||||||||||||||||||||
As a result of the two-for-one stock-split, all historical per share data, number of Common Shares outstanding and share-based compensation awards are presented on a post stock-split basis. | ||||||||||||||||||||||||
Cash Dividends | ||||||||||||||||||||||||
During the three months ended March 31, 2014, pursuant to the Company's dividend policy, we declared a non-cumulative quarterly dividend of $0.15 per Common Share, in the amount of $18.2 million, paid on March 14, 2014 to shareholders of record as of the close of business on February 25, 2014. | ||||||||||||||||||||||||
During the nine months ended March 31, 2014, pursuant to the Company’s dividend policy, we declared total dividends of $0.45 per Common Share, in the amount of $53.7 million, which we paid during the same period. | ||||||||||||||||||||||||
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 nine months ended March 31, 2014, we repurchased 25,760 of our Common Shares on a post stock-split basis in the amount of $1.3 million, for potential reissuance under our Long Term Incentive Plans (LTIP) or otherwise. During the three and nine months ended March 31, 2013, we did not repurchase any of our Common Shares. | ||||||||||||||||||||||||
During the three and nine months ended March 31, 2014, we issued 22,222 and 410,564 Common Shares on a post stock-split basis, respectively, 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 and other awards. | ||||||||||||||||||||||||
During the three and nine months ended March 31, 2013, we issued nil and 365,232 Common Shares on a post stock-split basis, respectively, from treasury stock in connection with the settlement of awards granted under our Fiscal 2012 LTIP. | ||||||||||||||||||||||||
Share-Based Payments | ||||||||||||||||||||||||
Total share-based compensation expense for the periods indicated below is detailed as follows: | ||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Stock options | $ | 2,437 | $ | 1,553 | $ | 5,447 | $ | 4,120 | ||||||||||||||||
Performance Share Units (issued under LTIP) | 945 | 1,336 | 3,989 | 3,996 | ||||||||||||||||||||
Restricted Share Units (issued under LTIP) | 371 | 509 | 1,490 | 886 | ||||||||||||||||||||
Restricted Share Units (fully vested) | — | — | 3,300 | — | ||||||||||||||||||||
Restricted Share Units (other) | 77 | 123 | 419 | 425 | ||||||||||||||||||||
Deferred Share Units (directors) | 588 | 356 | 1,062 | 716 | ||||||||||||||||||||
Restricted Stock Awards (legacy Vignette employees) | — | — | — | 10 | ||||||||||||||||||||
Total share-based compensation expense | $ | 4,418 | $ | 3,877 | $ | 15,707 | $ | 10,153 | ||||||||||||||||
Summary of Outstanding Stock Options | ||||||||||||||||||||||||
As of March 31, 2014, options to purchase an aggregate of 4,426,810 Common Shares were outstanding and 3,610,910 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 nine months ended March 31, 2014 is as follows: | ||||||||||||||||||||||||
Options | Weighted- | Weighted- | Aggregate Intrinsic Value | |||||||||||||||||||||
Average Exercise | Average | ($’000s) | ||||||||||||||||||||||
Price | Remaining | |||||||||||||||||||||||
Contractual Term | ||||||||||||||||||||||||
(years) | ||||||||||||||||||||||||
Outstanding at June 30, 2013 | 3,610,782 | $ | 24.72 | |||||||||||||||||||||
Granted | 2,133,942 | 46.43 | ||||||||||||||||||||||
Exercised | (877,562 | ) | 20.17 | |||||||||||||||||||||
Forfeited or expired | (440,352 | ) | 26.36 | |||||||||||||||||||||
Outstanding at March 31, 2014 | 4,426,810 | $ | 35.93 | 5.59 | $ | 55,685 | ||||||||||||||||||
Exercisable at March 31, 2014 | 889,709 | $ | 23.23 | 3.61 | $ | 21,784 | ||||||||||||||||||
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 | Nine Months Ended | |||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Weighted–average fair value of options granted | $ | 12.6 | $ | 9.04 | $ | 11.53 | $ | 8.58 | ||||||||||||||||
Weighted-average assumptions used: | ||||||||||||||||||||||||
Expected volatility | 32 | % | 36 | % | 32 | % | 37 | % | ||||||||||||||||
Risk–free interest rate | 1.4 | % | 0.76 | % | 1.33 | % | 0.67 | % | ||||||||||||||||
Expected dividend yield | 1.2 | % | — | % | 1.3 | % | — | % | ||||||||||||||||
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 | $ | 50.08 | $ | 29.44 | $ | 46.43 | $ | 27.45 | ||||||||||||||||
As of March 31, 2014, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $31.6 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 nine months ended March 31, 2014, cash in the amount of $13.5 million and $17.7 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 nine months ended March 31, 2014 from the exercise of options eligible for a tax deduction was $0.8 million and $1.4 million, respectively. | ||||||||||||||||||||||||
For the three and nine months ended March 31, 2013, cash in the amount of $0.5 million and $5.9 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 nine months ended March 31, 2013 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 310,042 Common Shares from our treasury stock in the three months ended December 31, 2013, 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 Fiscal 2015 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 Fiscal 2016 LTIP. We expect to settle the Fiscal 2016 LTIP awards in stock. Separately on November 18, 2013, 78,300 fully vested RSUs were granted to certain employees under the Fiscal 2016 LTIP. We settled these RSUs by issuing 78,300 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 | Nine Months Ended | |||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||
Grants Made | Equity Instrument | Grant Date | End Date | Expected Total LTIP Expense | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
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 | — | 272 | 215 | 870 | ||||||||||||||||
Fiscal 2014 LTIP | PSU | 2/3/12 | 9/15/14 | 7,969 | 574 | 787 | 2,535 | 2,184 | ||||||||||||||||
Fiscal 2015 LTIP | PSU | 12/3/12 | 9/15/15 | 2,863 | 199 | 277 | 951 | 363 | ||||||||||||||||
Fiscal 2015 LTIP | RSU | 11/2/12 | 9/15/15 | 4,255 | 43 | 509 | 892 | 886 | ||||||||||||||||
Fiscal 2016 LTIP | PSU | 11/1/13 | 9/15/16 | 2,045 | 173 | — | 289 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU | 11/1/13 | 9/15/16 | 4,517 | 327 | — | 597 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU (fully vested) | 11/18/13 | 11/18/13 | 3,300 | — | — | 3,300 | — | ||||||||||||||||
$ | 48,752 | $ | 1,316 | $ | 1,845 | $ | 8,779 | $ | 4,882 | |||||||||||||||
Of the total compensation cost of $48.8 million noted in the table above, $38.7 million has been recognized to date and the remaining expected total compensation cost of $10.1 million is expected to be recognized over a weighted average period of 2 years. | ||||||||||||||||||||||||
Deferred Stock Units (DSUs) | ||||||||||||||||||||||||
During the three and nine months ended March 31, 2014, we granted 13,336 and 42,298, respectively, deferred stock units (DSUs) to certain non-employee directors (three and nine months ended March 31, 2013—5,258 and 39,580, 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 nine months ended March 31, 2014, cash in the amount of approximately $0.8 million and $2.1 million, respectively, was received from employees that will be used to purchase Common Shares in future periods (three and nine months ended March 31, 2013—$0.6 million and $1.6 million, respectively). |
Guarantees_And_Contingencies
Guarantees And Contingencies | 9 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
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 | April 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 | $ | 1,534,244 | $ | 23,206 | $ | 201,341 | $ | 482,324 | $ | 827,373 | ||||||||||
Operating lease obligations* | 222,023 | 13,381 | 87,322 | 58,028 | 63,292 | |||||||||||||||
Purchase obligations | 28,751 | 5,073 | 19,636 | 4,042 | — | |||||||||||||||
$ | 1,785,018 | $ | 41,660 | $ | 308,299 | $ | 544,394 | $ | 890,665 | |||||||||||
*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 March 31, 2014, 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 August 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. | ||||||||||||||||||||
As part of our acquisition of GXS, we have inherited a tax dispute in Brazil between the Company’s subsidiary, GXS Tecnologia da Informação (Brasil) Ltda. (GXS Brazil), and the municipality of São Paulo, in connection with GXS Brazil’s judicial appeal of a tax claim in the amount of $2.6 million as of March 31, 2014. We currently have in place a bank guarantee in the amount of $3.5 million in recognition of this dispute. However we believe that the position of the São Paulo tax authorities is not consistent with the relevant facts and based on information available on the case and other similar matters provided by local counsel, we believe that we can defend our position and that no tax is owed. Although we believe that the facts support our position, the ultimate outcome of this matter could result in a loss of up to the claim amount discussed above, plus future interest or penalties that may accrue. | ||||||||||||||||||||
Historically, prior to our acquisition of GXS, GXS would charge certain costs to its subsidiaries, including GXS Brazil, primarily based on historical transfer pricing studies that were intended to reflect the costs incurred by subsidiaries in relation to services provided by the parent company to the subject subsidiary. GXS recorded taxes on amounts billed, that were considered to be due based on the intercompany charges. GXS subsequently re-evaluated its intercompany charges to GXS Brazil and related taxes and, upon taking into consideration the current environment and judicial proceedings in Brazil, concluded that it was probable that certain indirect taxes would be assessable and payable based upon the accrual of such intercompany charges and accrued approximately $10.3 million for the probable amount of a settlement related to the indirect taxes, interest and penalties. | ||||||||||||||||||||
Our Indian subsidiary, GXS India Technology Centre Private Limited (GXS India), is subject to potential assessments by Indian tax authorities in the district of Bangalore. Both U.S. and Indian transfer pricing regulations require that any international transaction involving associated enterprises be at arm’s-length prices. Accordingly, we determine the pricing for such transactions on the basis of detailed functional and economic analysis involving benchmarking against similar transactions among entities that are not under common control. If the applicable tax authorities determine that the transfer price applied was not appropriate, we may incur an increased tax liability, including accrued interest and penalties. GXS India has received assessment orders from the Indian tax authorities alleging that the transfer price applied to intercompany transactions was not appropriate. Based on advice from our tax advisors, we believe that the facts that the Indian tax authorities are using to support their assessment are incorrect. We have filed appeals and anticipate an eventual settlement with the Indian tax authorities. We have accrued $1.4 million to cover our anticipated financial exposure in this matter. There can be no assurance that appeals will be successful or that these appeals will be finally resolved in the near future. There is a possibility that we may receive similar orders for other years until the above disputes are resolved. | ||||||||||||||||||||
The United States Internal Revenue Service (“IRS”) is examining certain of our tax returns for Fiscal 2010 through Fiscal 2012, and in connection with those examinations is reviewing our internal reorganization in Fiscal 2010 to consolidate certain intellectual property ownership in Luxembourg and Canada and our integration of certain acquisitions into the resulting structure. These examinations may lead to proposed adjustments to our taxes, which may be material, individually or in the aggregate. As of the date of this report, no adjustments have been proposed by the IRS, and we have not recorded any material accruals for any such potential adjustments in our Condensed Consolidated Financial Statements. | ||||||||||||||||||||
Please also see "Risk Factors" elsewhere in this Quarterly Report on Form 10-Q. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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 nine months ended March 31, 2014 and 2013, we recognized the following amounts as income tax-related interest expense and penalties: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense | $ | 2,030 | $ | 1,777 | 6,262 | 1,590 | |||||||||||
Penalties expense | 7 | 11 | 167 | 47 | |||||||||||||
Total | $ | 2,037 | $ | 1,788 | $ | 6,429 | $ | 1,637 | |||||||||
As of March 31, 2014 and June 30, 2013, the following amounts have been accrued on account of income tax-related interest expense and penalties: | |||||||||||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||||||||||
Interest expense accrued * | $ | 24,965 | $ | 18,210 | |||||||||||||
Penalties accrued * | $ | 7,779 | $ | 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 March 31, 2014, could decrease tax expense in the next 12 months by $17.3 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 audits 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 tax audits by local taxing authorities vary by jurisdiction up to ten years. | |||||||||||||||||
We are subject to tax audits in all major taxing jurisdictions in which we operate and currently have tax audits 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. Statements regarding the United States audit are included in note 13. | |||||||||||||||||
The timing of the resolution of income tax audits is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax audits in one or more jurisdictions. These assessments or settlements may or may not result in changes to our contingencies related to positions on tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes. | |||||||||||||||||
As at March 31, 2014, 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 $2.0 million (June 30, 2013—$0.4 million). | |||||||||||||||||
The effective GAAP tax rate decreased to 22.1% for the three months ended March 31, 2014 from 30.2% for the three months ended March 31, 2013 primarily due to a decrease of $3.4 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 27.2% for the nine months ended March 31, 2014, from 22.3% for the nine months ended March 31, 2013, primarily due to an increase in the net expense of unrecognized tax benefits with related interest and penalties in the amount of $13.6 million, offset by a decrease of $5.0 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 | 9 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
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 March 31, 2014 and June 30, 2013: | ||||||||||||||||||||||||
March 31, 2014 | June 30, 2013 | |||||||||||||||||||||||
Fair Market Measurements using: | Fair Market Measurements using: | |||||||||||||||||||||||
March 31, 2014 | 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) | $ | (1,956 | ) | n/a | $ | (1,956 | ) | n/a | $ | (3,170 | ) | n/a | $ | (3,170 | ) | n/a | ||||||||
$ | (1,956 | ) | n/a | $ | (1,956 | ) | 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 nine months ended March 31, 2014 and 2013, 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 nine months ended March 31, 2014 and 2013, 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 | 9 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
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 March 31, 2014, is recorded within “Accounts payable and accrued liabilities”. | |||||||||||||||||||||||||
As of March 31, 2014, 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 March 31, 2014 | 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 | $ | (1,956 | ) | $ | (3,170 | ) | ||||||||||||||||||
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | |||||||||||||||||||||||||
Three and Nine Months Ended March 31, 2014 | |||||||||||||||||||||||||
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 March 31, 2014 | Nine Months Ended | Three Months Ended March 31, 2014 | Nine Months Ended | Three Months Ended March 31, 2014 | Nine Months Ended | ||||||||||||||||||||
31-Mar-14 | 31-Mar-14 | 31-Mar-14 | |||||||||||||||||||||||
Foreign currency forward contracts | $ | (2,182 | ) | $ | (2,064 | ) | Operating | $ | (1,683 | ) | $ | (3,278 | ) | N/A | — | — | |||||||||
expenses | |||||||||||||||||||||||||
Three and Nine Months Ended March 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 March 31, 2013 | Nine Months Ended March 31, 2013 | Three Months Ended March 31, 2013 | Nine Months Ended March 31, 2013 | Three Months Ended March 31, 2013 | Nine Months Ended March 31, 2013 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (1,235 | ) | $ | 1,490 | Operating | $ | (102 | ) | $ | 1,958 | N/A | — | — | |||||||||||
expenses |
Special_Charges
Special Charges | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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 | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
OpenText/GXS Restructuring Plan | $ | 11,538 | $ | — | $ | 11,538 | $ | — | |||||||||
Fiscal 2014 Restructuring Plan | 1,446 | — | 7,997 | — | |||||||||||||
Fiscal 2013 Restructuring Plan | (61 | ) | 3,076 | 271 | 11,338 | ||||||||||||
Fiscal 2012 Restructuring Plan | — | 237 | (266 | ) | 1,224 | ||||||||||||
Restructuring Plans prior to Fiscal 2012 | — | — | — | (386 | ) | ||||||||||||
Acquisition-related costs | 3,491 | 1,148 | 9,229 | 2,760 | |||||||||||||
Other charges | (512 | ) | 983 | (2,868 | ) | 2,331 | |||||||||||
Total | $ | 15,902 | $ | 5,444 | $ | 25,901 | $ | 17,267 | |||||||||
Reconciliations of the liability relating to each of our materially outstanding restructuring plans are provided below: | |||||||||||||||||
OpenText/GXS Restructuring Plan | |||||||||||||||||
In the third quarter of Fiscal 2014 and in the context of the acquisition of GXS, we began to implement restructuring activities to streamline our operations (OpenText/GXS Restructuring Plan). These charges relate to workforce reductions and facility consolidations. We expect to incur more charges under the OpenText/GXS Restructuring Plan as we execute the remaining restructuring actions. As of March 31, 2014, we expect total costs to be incurred in conjunction with the OpenText/GXS Restructuring Plan to be approximately $28.0 million, of which $11.5 million has already been recorded within Special charges to date. We expect the OpenText/GXS Restructuring Plan to be substantially completed by the end of our next fiscal year. | |||||||||||||||||
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 nine months ended March 31, 2014 is shown below. | |||||||||||||||||
OpenText/GXS Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | — | $ | — | $ | — | |||||||||||
Accruals and adjustments | 11,028 | 510 | 11,538 | ||||||||||||||
Cash payments | (3,925 | ) | — | (3,925 | ) | ||||||||||||
Foreign exchange | (235 | ) | (17 | ) | (252 | ) | |||||||||||
Balance as of March 31, 2014 | $ | 6,868 | $ | 493 | $ | 7,361 | |||||||||||
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 do not expect to incur substantially more charges under the Fiscal 2014 Restructuring Plan as we execute the remaining restructuring actions. As of March 31, 2014, we expect total costs to be incurred in conjunction with the Fiscal 2014 Restructuring Plan to be approximately $8.5 million, of which $8.0 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 nine months ended March 31, 2014 is shown below. | |||||||||||||||||
Fiscal 2014 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | — | $ | — | $ | — | |||||||||||
Accruals and adjustments | 6,318 | 1,679 | 7,997 | ||||||||||||||
Cash payments | (4,600 | ) | (415 | ) | (5,015 | ) | |||||||||||
Foreign exchange | 208 | 50 | 258 | ||||||||||||||
Balance as of March 31, 2014 | $ | 1,926 | $ | 1,314 | $ | 3,240 | |||||||||||
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, $16.0 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 nine months ended March 31, 2014 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 | 903 | (632 | ) | 271 | |||||||||||||
Cash payments | (3,413 | ) | (1,481 | ) | (4,894 | ) | |||||||||||
Foreign exchange | (18 | ) | 69 | 51 | |||||||||||||
Balance as of March 31, 2014 | $ | 677 | $ | 2,352 | $ | 3,029 | |||||||||||
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 nine months ended March 31, 2014 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 | — | (708 | ) | (708 | ) | ||||||||||||
Foreign exchange | (2 | ) | 56 | 54 | |||||||||||||
Balance as of March 31, 2014 | $ | 41 | $ | 1,334 | $ | 1,375 | |||||||||||
Acquisition-related costs | |||||||||||||||||
Included within Special charges for the three and nine months ended March 31, 2014 are costs incurred directly in relation to acquisitions in the amount of $3.1 million and $8.1 million, respectively (three and nine months ended March 31, 2013—$0.6 million and $1.8 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 nine months ended March 31, 2014 in the amount of $0.4 million and $1.1 million, respectively (three and nine months ended March 31, 2013—$0.6 million and $1.0 million, respectively). | |||||||||||||||||
Other charges | |||||||||||||||||
For the three months ended March 31, 2014 "Other charges" includes a charge of $0.7 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities and a recovery of $1.2 million as a result of a reduction of certain EasyLink pre-acquisition sales tax liabilities. | |||||||||||||||||
For the nine months ended March 31, 2014 "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 $1.5 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities, and a recovery of $5.8 million relating to a reduction of certain EasyLink pre-acquisition sales tax liabilities. | |||||||||||||||||
Included within "Other charges" for the three months ended March 31, 2013 is a charge of approximately $0.6 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities and an additional charge of $0.4 million relating to an allocated portion of a litigation settlement, reached in relation to a legacy acquisition litigation matter. For the nine months ended March 31, 2013 "Other charges" include a charge of $1.9 million relating to interest accrued on certain pre-acquisition sales tax liabilities and the additional charge of $0.4 million referred to above. |
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisitions | ' | ||||||||||||||||
ACQUISITIONS | |||||||||||||||||
GXS Group, Inc. | |||||||||||||||||
On January 16, 2014, we acquired GXS Group, Inc. (GXS), a Delaware corporation and leader in cloud-based, business-to-business (B2B) integration. The acquisition is expected to reinforce OpenText's leadership in Enterprise Information Management (EIM) by combining OpenText's Information Exchange portfolio with GXS' portfolio of B2B integration services and managed services. Total consideration for GXS was $1.2 billion, inclusive of the issuance of 2,595,042 OpenText Common Shares on a post stock-split basis. In accordance with ASC Topic 805 "Business Combination" (ASC Topic 805), this acquisition was accounted for as a business combination. | |||||||||||||||||
The results of operations of GXS have been consolidated with those of OpenText beginning January 16, 2014. | |||||||||||||||||
The following tables summarize the preliminary consideration paid for GXS and the amount of the assets acquired and liabilities assumed, as well as the preliminary goodwill recorded as of the acquisition date: | |||||||||||||||||
Cash consideration paid | $ | 1,102,053 | |||||||||||||||
Equity consideration paid | $ | 116,777 | |||||||||||||||
Preliminary purchase consideration | $ | 1,218,830 | |||||||||||||||
Acquisition related costs (included in Special charges in the Condensed Consolidated Statements of Income) for the nine months ended March 31, 2014 | $ | 6,782 | |||||||||||||||
As set forth in the purchase agreement, $60.0 million of the total cash consideration paid is currently being held by an escrow agent for indemnification purposes. Subject to certain conditions being met, this consideration will be released to the former equity holders of GXS in the amount of $30.0 million nine months from the date of acquisition, and the remaining amount on the final release date in January 2016. | |||||||||||||||||
Preliminary Purchase Price Allocation | |||||||||||||||||
The preliminary purchase price of GXS has been allocated to GXS' tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. For certain assets and liabilities, the book values as of the balance sheet date have been determined to reflect fair values. The excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). | |||||||||||||||||
Our preliminary purchase price allocation for GXS is as follows: | |||||||||||||||||
Current assets (inclusive of cash acquired of $24,382) | $ | 127,463 | |||||||||||||||
Non-current tangible assets | 47,501 | ||||||||||||||||
Intangible customer assets | 364,600 | ||||||||||||||||
Intangible technology assets | 123,200 | ||||||||||||||||
Liabilities and non-controlling interest assumed | (282,213 | ) | |||||||||||||||
Total identifiable net assets | 380,551 | ||||||||||||||||
Goodwill | 838,279 | ||||||||||||||||
Net assets acquired | $ | 1,218,830 | |||||||||||||||
The finalization of the above purchase price allocation is pending the determination of the finalization of the fair value for taxation-related balances and for potential unrecorded liabilities. We expect to finalize this determination on or before December 31, 2014. | |||||||||||||||||
No portion of the goodwill recorded upon the acquisition of GXS is expected to be deductible for tax purposes. | |||||||||||||||||
The fair value of current assets acquired includes accounts receivable with a fair value of $94.3 million. The gross amount receivable was $108.2 million of which $13.9 million of this receivable was expected to be uncollectible. | |||||||||||||||||
The amount of GXS’ revenues and net income included in our Condensed Consolidated Statements of Income for the three months ended March 31, 2014 is set forth below: | |||||||||||||||||
January 16, 2014— | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
Revenues | $ | 95,099 | |||||||||||||||
Net income | $ | 1,838 | |||||||||||||||
The unaudited pro forma revenues and net income (loss) of the combined entity for the three and nine months ended March 31, 2014 and 2013, respectively, had the acquisition been consummated as of July 1, 2012, are set forth below: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Supplemental Unaudited Pro forma Information | |||||||||||||||||
Total revenues | $ | 462,683 | $ | 456,441 | $ | 1,396,816 | $ | 1,382,618 | |||||||||
Net income (loss)* | $ | (24,514 | ) | $ | 16,891 | $ | 37,927 | $ | 94,264 | ||||||||
* Included in pro forma net income (loss) for the three and nine months ended March 31, 2014 are estimated amortization charges relating to the allocated values of intangible assets, estimated interest expense as though the incurrence of debt used to finance the acquisition occurred on July 1, 2012, and approximately $69.0 million of one-time expenses incurred by GXS on account of the acquisition. These one-time expenses include a) approximately $29.0 million in employee change in control payments, b) approximately $32.0 million of interest expense on account of penalties incurred on the early extinguishment of GXS’ debt, as part of the purchase agreement, and c) approximately $8.0 million of transaction fees triggered by the closing of the acquisition. | |||||||||||||||||
The unaudited pro forma financial information in the table above is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented or the results that may be realized in the future. |
Supplemental_Cash_Flow_Disclos
Supplemental Cash Flow Disclosures | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||||||||||
Supplemental Cash Flow Disclosures | ' | ||||||||||||||||
SUPPLEMENTAL CASH FLOW DISCLOSURES | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cash paid during the period for interest | $ | 8,828 | $ | 3,931 | $ | 16,328 | $ | 12,473 | |||||||||
Cash received during the period for interest | $ | 284 | $ | 340 | $ | 2,066 | $ | 1,071 | |||||||||
Cash paid during the period for income taxes | $ | 13,644 | $ | 9,129 | $ | 29,359 | $ | 46,690 | |||||||||
Cash paid for taxes for the three and nine months ended March 31, 2014 include payments of $0.3 million and $0.9 million, respectively, relating to taxes exigible on internal reorganizations of our international subsidiaries (three and nine months ended March 31, 2013—$0 million and $24.2 million, respectively). | |||||||||||||||||
During the third quarter of Fiscal 2014, we issued 2,595,042 OpenText Common Shares, on a post stock-split basis, in the aggregate value of approximately $116.8 million as part of the consideration for the acquisition of GXS (see note 18). |
Net_Income_Per_Share
Net Income Per Share | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Income Per Share | ' | ||||||||||||||||
PER SHARE | |||||||||||||||||
Basic earnings per share are computed by dividing net income, attributable to OpenText, by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share are computed by dividing net income, attributable to OpenText, 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 | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 45,884 | $ | 25,811 | $ | 130,014 | $ | 106,348 | |||||||||
Basic earnings per share attributable to OpenText | $ | 0.38 | $ | 0.22 | $ | 1.09 | $ | 0.91 | |||||||||
Diluted earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 45,884 | $ | 25,811 | $ | 130,014 | $ | 106,348 | |||||||||
Diluted earnings per share attributable to OpenText | $ | 0.38 | $ | 0.22 | $ | 1.08 | $ | 0.9 | |||||||||
Weighted-average number of shares outstanding | |||||||||||||||||
Basic | 120,873 | 117,192 | 119,048 | 117,028 | |||||||||||||
Effect of dilutive securities | 1,227 | 962 | 983 | 974 | |||||||||||||
Diluted | 122,100 | 118,154 | 120,031 | 118,002 | |||||||||||||
Excluded as anti-dilutive* | 1,056 | 2,426 | 547 | 2,216 | |||||||||||||
* 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 | 9 Months Ended |
Mar. 31, 2014 | |
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 nine months ended March 31, 2014, Mr. Stephen Sadler, a director, earned approximately $0.6 million (nine months ended March 31, 2013—$0.5 million) in consulting fees from OpenText for assistance with acquisition-related business activities. Included in these amounts are approximately $0.5 million for services rendered relating to the acquisition of GXS. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
SUBSEQUENT EVENTS | |
Cash Dividends | |
As part of our quarterly, non-cumulative cash dividend program, we declared, on April 24, 2014, a dividend of $0.1725 per Common Share. The record date for this dividend is May 23, 2014 and the payment date is June 13, 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. | |
Shelf Registration Statement | |
In response to the demand and piggyback registration requests we received pursuant to the registration rights agreement entered into in connection with the acquisition of GXS, we are, concurrently with the filing of this Quarterly Report on Form 10-Q, filing a universal shelf registration statement on Form S-3 (the Shelf Registration Statement) with the Securities and Exchange Commission (SEC), which becomes effective automatically. We currently do not have any commitments or plans to sell any securities on a primary basis under the Shelf Registration Statement at this time. | |
The Shelf Registration Statement allows for primary and secondary offering from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts. A base shelf prospectus qualifying the distribution of such securities will also be filed with certain Canadian securities regulators. The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and such Canadian securities regulators. Following the filing of the Shelf Registration Statement, it is expected that a prospectus supplement will be filed in the near term to allow certain selling shareholders to resell their OpenText Common Shares acquired in connection with the GXS acquisition (see note 18). Any such resales by the selling shareholders may only be made by means of such prospectus supplement and the accompanying prospectus, and no assurance can be given that any such offers and sales will in fact be made. |
Allowance_For_Doubtful_Account1
Allowance For Doubtful Accounts (Tables) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
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 | 1,698 | |||
Write-off /adjustments | (2,769 | ) | ||
Balance as of March 31, 2014 | $ | 3,800 | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||
Components Of Property and Equipment By Type | ' | |||||||||||
As of March 31, 2014 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 15,807 | $ | (7,987 | ) | $ | 7,820 | |||||
Office equipment | 1,508 | (838 | ) | 670 | ||||||||
Computer hardware | 84,817 | (50,838 | ) | 33,979 | ||||||||
Computer software | 27,160 | (13,838 | ) | 13,322 | ||||||||
Capitalized software development costs | 11,403 | (408 | ) | 10,995 | ||||||||
Leasehold improvements | 43,589 | (22,153 | ) | 21,436 | ||||||||
Buildings | 46,893 | (5,544 | ) | 41,349 | ||||||||
Total | $ | 231,177 | $ | (101,606 | ) | $ | 129,571 | |||||
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) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
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 | |||
Acquisition of GXS Group, Inc. (note 18) | 838,279 | |||
Adjustments relating to prior acquisitions | 1,856 | |||
Balance as of March 31, 2014 | $ | 2,105,596 | ||
Acquired_Intangible_Assets_Tab
Acquired Intangible Assets (Tables) | 9 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Acquired Intangible Assets [Abstract] | ' | |||||||||||
Calculation Of Acquired Intangibles By Asset Class | ' | |||||||||||
As of March 31, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 699,206 | $ | (454,836 | ) | $ | 244,370 | |||||
Customer Assets | 874,257 | (348,467 | ) | 525,790 | ||||||||
Total | $ | 1,573,463 | $ | (803,303 | ) | $ | 770,160 | |||||
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 (three months ending June 30) | $ | 44,842 | ||||||||||
2015 | 174,349 | |||||||||||
2016 | 149,415 | |||||||||||
2017 | 132,222 | |||||||||||
2018 and beyond | 269,332 | |||||||||||
Total | $ | 770,160 | ||||||||||
Other_Assets_Tables
Other Assets (Tables) | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Assets, Noncurrent Disclosure [Abstract] | ' | |||||||
Components Of Other Assets | ' | |||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Debt issuance costs | $ | 20,312 | $ | 6,340 | ||||
Deposits and restricted cash | 14,888 | 10,205 | ||||||
Long-term prepaid expenses and other long-term assets | 14,871 | 8,537 | ||||||
Total | $ | 50,071 | $ | 25,082 | ||||
Accounts_Payable_And_Accrued_L1
Accounts Payable And Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounts Payable and Accrued Liabilities [Abstract] | ' | |||||||
Schedule Of Current Liabilities | ' | |||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities are comprised of the following: | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Accounts payable—trade | $ | 15,532 | $ | 8,776 | ||||
Accrued salaries and commissions | 66,807 | 50,568 | ||||||
Accrued liabilities | 133,333 | 120,981 | ||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | 12,631 | 7,130 | ||||||
Asset retirement obligations | 1,859 | 988 | ||||||
Total | $ | 230,162 | $ | 188,443 | ||||
Schedule Of Long-Term Accrued Liabilities | ' | |||||||
Long-term accrued liabilities | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | $ | 2,374 | $ | 2,919 | ||||
Other accrued liabilities* | 31,316 | 10,172 | ||||||
Asset retirement obligations | 7,796 | 4,758 | ||||||
Total | $ | 41,486 | $ | 17,849 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-term Debt, Unclassified [Abstract] | ' | |||||||
Schedule Of Long-Term Debt | ' | |||||||
Long-term debt is comprised of the following: | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Total debt | ||||||||
Term Loan A | $ | 525,000 | $ | 555,000 | ||||
Term Loan B | 798,000 | — | ||||||
Mortgage | 9,384 | 10,492 | ||||||
1,332,384 | 565,492 | |||||||
Less: | ||||||||
Current portion of long-term debt | ||||||||
Term Loan A | 45,000 | 41,250 | ||||||
Term Loan B | 8,000 | — | ||||||
Mortgage | 9,384 | 10,492 | ||||||
62,384 | 51,742 | |||||||
Non-current portion of long-term debt | $ | 1,270,000 | $ | 513,750 | ||||
Pension_Plans_And_Other_Post_R1
Pension Plans And Other Post Retirement Benefits (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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), Open Text Software GmbH (IXOS), GXS GmbH (GXS Germany) and GXS Philippines, Inc. (GXS Philippines) as of March 31, 2014 and June 30, 2013: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||
CDT defined benefit plan | $ | 27,704 | $ | 636 | $ | 27,068 | |||||||||||
GXS Germany defined benefit plan** | 24,045 | 956 | 23,089 | ||||||||||||||
GXS Philippines defined benefit plan** | 4,601 | 11 | 4,590 | ||||||||||||||
CDT anniversary plan | 433 | 100 | 333 | ||||||||||||||
IXOS defined benefit plans | 837 | — | 837 | ||||||||||||||
Total | $ | 57,620 | $ | 1,703 | $ | 55,917 | |||||||||||
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 | |||||||||||
GXS GmbH defined benefit plan** | — | — | — | ||||||||||||||
GXS Philippines, Inc. defined benefit plan** | — | — | — | ||||||||||||||
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. | ||||||||||||||||
** | These plans were acquired as part of our acquisition of GXS on January 16, 2014. | ||||||||||||||||
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 GXS Philippines plan for the period indicated: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Benefit obligation—as of January 16, 2014 | $ | 5,182 | |||||||||||||||
Service cost | 358 | ||||||||||||||||
Interest cost | 62 | ||||||||||||||||
Benefits paid | (48 | ) | |||||||||||||||
Actuarial (gain) loss | (972 | ) | |||||||||||||||
Foreign exchange (gain) loss | 19 | ||||||||||||||||
Benefit obligation—end of period | 4,601 | ||||||||||||||||
Less: Current portion | (11 | ) | |||||||||||||||
Non-current portion of benefit obligation | $ | 4,590 | |||||||||||||||
The following are the details of the change in the benefit obligation for the CDT pension plan for the periods indicated: | |||||||||||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||||||||||
Benefit obligation—beginning of period | $ | 23,871 | $ | 21,461 | |||||||||||||
Service cost | 344 | 457 | |||||||||||||||
Interest cost | 658 | 888 | |||||||||||||||
Benefits paid | (387 | ) | (466 | ) | |||||||||||||
Actuarial (gain) loss | 1,738 | 278 | |||||||||||||||
Foreign exchange (gain) loss | 1,480 | 1,253 | |||||||||||||||
Benefit obligation—end of period | 27,704 | 23,871 | |||||||||||||||
Less: Current portion | (636 | ) | (535 | ) | |||||||||||||
Non-current portion of benefit obligation | $ | 27,068 | $ | 23,336 | |||||||||||||
The following are the details of the change in the benefit obligation for the GXS Germany plan for the period indicated: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Benefit obligation—as of January 16, 2014 | $ | 23,637 | |||||||||||||||
Service cost | 87 | ||||||||||||||||
Interest cost | 206 | ||||||||||||||||
Benefits paid | (231 | ) | |||||||||||||||
Actuarial (gain) loss | 14 | ||||||||||||||||
Foreign exchange (gain) loss | 332 | ||||||||||||||||
Benefit obligation—end of period | 24,045 | ||||||||||||||||
Less: Current portion | (956 | ) | |||||||||||||||
Non-current portion of benefit obligation | $ | 23,089 | |||||||||||||||
Components Of Net Pension Expense For CDT Pension Plan | ' | ||||||||||||||||
The following are the details of net pension expense for the GXS Philippines plan for the period indicated: | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 358 | |||||||||||||||
Interest cost | 62 | ||||||||||||||||
Net pension expense | $ | 420 | |||||||||||||||
The following are the details of net pension expense for the GXS Germany plan for the period indicated: | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 87 | |||||||||||||||
Interest cost | 206 | ||||||||||||||||
Net pension expense | $ | 293 | |||||||||||||||
The following are the details of net pension expense for the CDT pension plan for the periods indicated: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Pension expense: | |||||||||||||||||
Service cost | $ | 116 | $ | 113 | $ | 344 | $ | 343 | |||||||||
Interest cost | 222 | 220 | 658 | 666 | |||||||||||||
Amortization of actuarial gains and losses | 70 | 69 | 208 | 208 | |||||||||||||
Net pension expense | $ | 408 | $ | 402 | $ | 1,210 | $ | 1,217 | |||||||||
Schedule Of Weighted-Average Key Assumptions Used For CDT Pension Plan | ' | ||||||||||||||||
In determining the fair value of the GXS Philippines plan obligations as of March 31, 2014, we used the following weighted-average key assumptions: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 7.00% | ||||||||||||||||
Pension increases | 6.00% | ||||||||||||||||
Discount rate | 5.40% | ||||||||||||||||
Normal retirement age | 60 | ||||||||||||||||
In determining the fair value of the GXS Germany plan obligations as of March 31, 2014, we used the following weighted-average key assumptions: | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 2.00% | ||||||||||||||||
Pension increases | 2.00% | ||||||||||||||||
Discount rate | 3.35% | ||||||||||||||||
Normal retirement age | 65-67 | ||||||||||||||||
In determining the fair value of the CDT pension plan benefit obligations as of March 31, 2014 and June 30, 2013, respectively, we used the following weighted-average key assumptions: | |||||||||||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||||||||||
Assumptions: | |||||||||||||||||
Salary increases | 2.5 | % | 2.5 | % | |||||||||||||
Pension increases | 2 | % | 2 | % | |||||||||||||
Discount rate | 3.3 | % | 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 GXS Philippines plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (three months ending June 30) | $ | 3 | |||||||||||||||
2015 | 15 | ||||||||||||||||
2016 | 28 | ||||||||||||||||
2017 | 37 | ||||||||||||||||
2018 | 52 | ||||||||||||||||
2019 to 2023 | 1,115 | ||||||||||||||||
Total | $ | 1,250 | |||||||||||||||
Anticipated pension payments under the CDT pension plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (three months ending June 30) | $ | 159 | |||||||||||||||
2015 | 656 | ||||||||||||||||
2016 | 732 | ||||||||||||||||
2017 | 798 | ||||||||||||||||
2018 | 856 | ||||||||||||||||
2019 to 2023 | 6,626 | ||||||||||||||||
Total | $ | 9,827 | |||||||||||||||
Anticipated pension payments under the GXS Germany plan for the fiscal years indicated below are as follows: | |||||||||||||||||
Fiscal years ending | |||||||||||||||||
June 30, | |||||||||||||||||
2014 (three months ending June 30) | $ | 239 | |||||||||||||||
2015 | 969 | ||||||||||||||||
2016 | 1,020 | ||||||||||||||||
2017 | 1,112 | ||||||||||||||||
2018 | 1,219 | ||||||||||||||||
2019 to 2023 | 7,715 | ||||||||||||||||
Total | $ | 12,274 | |||||||||||||||
Share_Capital_Option_Plans_And1
Share Capital, Option Plans And Share-Based Payments (Tables) | 9 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
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 | Nine Months Ended | |||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Stock options | $ | 2,437 | $ | 1,553 | $ | 5,447 | $ | 4,120 | ||||||||||||||||
Performance Share Units (issued under LTIP) | 945 | 1,336 | 3,989 | 3,996 | ||||||||||||||||||||
Restricted Share Units (issued under LTIP) | 371 | 509 | 1,490 | 886 | ||||||||||||||||||||
Restricted Share Units (fully vested) | — | — | 3,300 | — | ||||||||||||||||||||
Restricted Share Units (other) | 77 | 123 | 419 | 425 | ||||||||||||||||||||
Deferred Share Units (directors) | 588 | 356 | 1,062 | 716 | ||||||||||||||||||||
Restricted Stock Awards (legacy Vignette employees) | — | — | — | 10 | ||||||||||||||||||||
Total share-based compensation expense | $ | 4,418 | $ | 3,877 | $ | 15,707 | $ | 10,153 | ||||||||||||||||
Summary Of Option Activity | ' | |||||||||||||||||||||||
A summary of activity under our stock option plans for the nine months ended March 31, 2014 is as follows: | ||||||||||||||||||||||||
Options | Weighted- | Weighted- | Aggregate Intrinsic Value | |||||||||||||||||||||
Average Exercise | Average | ($’000s) | ||||||||||||||||||||||
Price | Remaining | |||||||||||||||||||||||
Contractual Term | ||||||||||||||||||||||||
(years) | ||||||||||||||||||||||||
Outstanding at June 30, 2013 | 3,610,782 | $ | 24.72 | |||||||||||||||||||||
Granted | 2,133,942 | 46.43 | ||||||||||||||||||||||
Exercised | (877,562 | ) | 20.17 | |||||||||||||||||||||
Forfeited or expired | (440,352 | ) | 26.36 | |||||||||||||||||||||
Outstanding at March 31, 2014 | 4,426,810 | $ | 35.93 | 5.59 | $ | 55,685 | ||||||||||||||||||
Exercisable at March 31, 2014 | 889,709 | $ | 23.23 | 3.61 | $ | 21,784 | ||||||||||||||||||
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 | Nine Months Ended | |||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Weighted–average fair value of options granted | $ | 12.6 | $ | 9.04 | $ | 11.53 | $ | 8.58 | ||||||||||||||||
Weighted-average assumptions used: | ||||||||||||||||||||||||
Expected volatility | 32 | % | 36 | % | 32 | % | 37 | % | ||||||||||||||||
Risk–free interest rate | 1.4 | % | 0.76 | % | 1.33 | % | 0.67 | % | ||||||||||||||||
Expected dividend yield | 1.2 | % | — | % | 1.3 | % | — | % | ||||||||||||||||
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 | $ | 50.08 | $ | 29.44 | $ | 46.43 | $ | 27.45 | ||||||||||||||||
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 | Nine Months Ended | |||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||
Grants Made | Equity Instrument | Grant Date | End Date | Expected Total LTIP Expense | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
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 | — | 272 | 215 | 870 | ||||||||||||||||
Fiscal 2014 LTIP | PSU | 2/3/12 | 9/15/14 | 7,969 | 574 | 787 | 2,535 | 2,184 | ||||||||||||||||
Fiscal 2015 LTIP | PSU | 12/3/12 | 9/15/15 | 2,863 | 199 | 277 | 951 | 363 | ||||||||||||||||
Fiscal 2015 LTIP | RSU | 11/2/12 | 9/15/15 | 4,255 | 43 | 509 | 892 | 886 | ||||||||||||||||
Fiscal 2016 LTIP | PSU | 11/1/13 | 9/15/16 | 2,045 | 173 | — | 289 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU | 11/1/13 | 9/15/16 | 4,517 | 327 | — | 597 | — | ||||||||||||||||
Fiscal 2016 LTIP | RSU (fully vested) | 11/18/13 | 11/18/13 | 3,300 | — | — | 3,300 | — | ||||||||||||||||
$ | 48,752 | $ | 1,316 | $ | 1,845 | $ | 8,779 | $ | 4,882 | |||||||||||||||
Guarantees_And_Contingencies_T
Guarantees And Contingencies (Tables) | 9 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
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 | April 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 | $ | 1,534,244 | $ | 23,206 | $ | 201,341 | $ | 482,324 | $ | 827,373 | ||||||||||
Operating lease obligations* | 222,023 | 13,381 | 87,322 | 58,028 | 63,292 | |||||||||||||||
Purchase obligations | 28,751 | 5,073 | 19,636 | 4,042 | — | |||||||||||||||
$ | 1,785,018 | $ | 41,660 | $ | 308,299 | $ | 544,394 | $ | 890,665 | |||||||||||
*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) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Interest And Penalties Related To Liabilities For Income Tax Expense | ' | ||||||||||||||||
For the three and nine months ended March 31, 2014 and 2013, we recognized the following amounts as income tax-related interest expense and penalties: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense | $ | 2,030 | $ | 1,777 | 6,262 | 1,590 | |||||||||||
Penalties expense | 7 | 11 | 167 | 47 | |||||||||||||
Total | $ | 2,037 | $ | 1,788 | $ | 6,429 | $ | 1,637 | |||||||||
Interest Accrued And Penalties Accrued Related To Income Tax Expense | ' | ||||||||||||||||
As of March 31, 2014 and June 30, 2013, the following amounts have been accrued on account of income tax-related interest expense and penalties: | |||||||||||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||||||||||
Interest expense accrued * | $ | 24,965 | $ | 18,210 | |||||||||||||
Penalties accrued * | $ | 7,779 | $ | 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) | 9 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
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 March 31, 2014 and June 30, 2013: | ||||||||||||||||||||||||
March 31, 2014 | June 30, 2013 | |||||||||||||||||||||||
Fair Market Measurements using: | Fair Market Measurements using: | |||||||||||||||||||||||
March 31, 2014 | 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) | $ | (1,956 | ) | n/a | $ | (1,956 | ) | n/a | $ | (3,170 | ) | n/a | $ | (3,170 | ) | n/a | ||||||||
$ | (1,956 | ) | n/a | $ | (1,956 | ) | n/a | $ | (3,170 | ) | n/a | $ | (3,170 | ) | n/a |
Derivative_Instruments_And_Hed1
Derivative Instruments And Hedging Activities (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
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 March 31, 2014 | 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 | $ | (1,956 | ) | $ | (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 Nine Months Ended March 31, 2014 | |||||||||||||||||||||||||
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 March 31, 2014 | Nine Months Ended | Three Months Ended March 31, 2014 | Nine Months Ended | Three Months Ended March 31, 2014 | Nine Months Ended | ||||||||||||||||||||
31-Mar-14 | 31-Mar-14 | 31-Mar-14 | |||||||||||||||||||||||
Foreign currency forward contracts | $ | (2,182 | ) | $ | (2,064 | ) | Operating | $ | (1,683 | ) | $ | (3,278 | ) | N/A | — | — | |||||||||
expenses | |||||||||||||||||||||||||
Three and Nine Months Ended March 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 March 31, 2013 | Nine Months Ended March 31, 2013 | Three Months Ended March 31, 2013 | Nine Months Ended March 31, 2013 | Three Months Ended March 31, 2013 | Nine Months Ended March 31, 2013 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (1,235 | ) | $ | 1,490 | Operating | $ | (102 | ) | $ | 1,958 | N/A | — | — | |||||||||||
expenses |
Special_Charges_Tables
Special Charges (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fiscal 2014 New Restructuring Plan [Member] | ' | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ||||||||||||||||
Schedule Of Restructuring Reserve | ' | ||||||||||||||||
A reconciliation of the beginning and ending liability for the nine months ended March 31, 2014 is shown below. | |||||||||||||||||
OpenText/GXS Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | — | $ | — | $ | — | |||||||||||
Accruals and adjustments | 11,028 | 510 | 11,538 | ||||||||||||||
Cash payments | (3,925 | ) | — | (3,925 | ) | ||||||||||||
Foreign exchange | (235 | ) | (17 | ) | (252 | ) | |||||||||||
Balance as of March 31, 2014 | $ | 6,868 | $ | 493 | $ | 7,361 | |||||||||||
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 | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
OpenText/GXS Restructuring Plan | $ | 11,538 | $ | — | $ | 11,538 | $ | — | |||||||||
Fiscal 2014 Restructuring Plan | 1,446 | — | 7,997 | — | |||||||||||||
Fiscal 2013 Restructuring Plan | (61 | ) | 3,076 | 271 | 11,338 | ||||||||||||
Fiscal 2012 Restructuring Plan | — | 237 | (266 | ) | 1,224 | ||||||||||||
Restructuring Plans prior to Fiscal 2012 | — | — | — | (386 | ) | ||||||||||||
Acquisition-related costs | 3,491 | 1,148 | 9,229 | 2,760 | |||||||||||||
Other charges | (512 | ) | 983 | (2,868 | ) | 2,331 | |||||||||||
Total | $ | 15,902 | $ | 5,444 | $ | 25,901 | $ | 17,267 | |||||||||
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 nine months ended March 31, 2014 is shown below. | |||||||||||||||||
Fiscal 2014 Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2013 | $ | — | $ | — | $ | — | |||||||||||
Accruals and adjustments | 6,318 | 1,679 | 7,997 | ||||||||||||||
Cash payments | (4,600 | ) | (415 | ) | (5,015 | ) | |||||||||||
Foreign exchange | 208 | 50 | 258 | ||||||||||||||
Balance as of March 31, 2014 | $ | 1,926 | $ | 1,314 | $ | 3,240 | |||||||||||
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 nine months ended March 31, 2014 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 | 903 | (632 | ) | 271 | |||||||||||||
Cash payments | (3,413 | ) | (1,481 | ) | (4,894 | ) | |||||||||||
Foreign exchange | (18 | ) | 69 | 51 | |||||||||||||
Balance as of March 31, 2014 | $ | 677 | $ | 2,352 | $ | 3,029 | |||||||||||
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 nine months ended March 31, 2014 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 | — | (708 | ) | (708 | ) | ||||||||||||
Foreign exchange | (2 | ) | 56 | 54 | |||||||||||||
Balance as of March 31, 2014 | $ | 41 | $ | 1,334 | $ | 1,375 | |||||||||||
Acquisitions_Tables
Acquisitions (Tables) (GXS Group, Inc. [Member]) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
GXS Group, Inc. [Member] | ' | ||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | ' | ||||||||||||||||
The following tables summarize the preliminary consideration paid for GXS and the amount of the assets acquired and liabilities assumed, as well as the preliminary goodwill recorded as of the acquisition date: | |||||||||||||||||
Cash consideration paid | $ | 1,102,053 | |||||||||||||||
Equity consideration paid | $ | 116,777 | |||||||||||||||
Preliminary purchase consideration | $ | 1,218,830 | |||||||||||||||
Acquisition related costs (included in Special charges in the Condensed Consolidated Statements of Income) for the nine months ended March 31, 2014 | $ | 6,782 | |||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
Current assets (inclusive of cash acquired of $24,382) | $ | 127,463 | |||||||||||||||
Non-current tangible assets | 47,501 | ||||||||||||||||
Intangible customer assets | 364,600 | ||||||||||||||||
Intangible technology assets | 123,200 | ||||||||||||||||
Liabilities and non-controlling interest assumed | (282,213 | ) | |||||||||||||||
Total identifiable net assets | 380,551 | ||||||||||||||||
Goodwill | 838,279 | ||||||||||||||||
Net assets acquired | $ | 1,218,830 | |||||||||||||||
Business Acquisition, Pro Forma Information | ' | ||||||||||||||||
The amount of GXS’ revenues and net income included in our Condensed Consolidated Statements of Income for the three months ended March 31, 2014 is set forth below: | |||||||||||||||||
January 16, 2014— | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
Revenues | $ | 95,099 | |||||||||||||||
Net income | $ | 1,838 | |||||||||||||||
The unaudited pro forma revenues and net income (loss) of the combined entity for the three and nine months ended March 31, 2014 and 2013, respectively, had the acquisition been consummated as of July 1, 2012, are set forth below: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Supplemental Unaudited Pro forma Information | |||||||||||||||||
Total revenues | $ | 462,683 | $ | 456,441 | $ | 1,396,816 | $ | 1,382,618 | |||||||||
Net income (loss)* | $ | (24,514 | ) | $ | 16,891 | $ | 37,927 | $ | 94,264 | ||||||||
Supplemental_Cash_Flow_Disclos1
Supplemental Cash Flow Disclosures (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||||||||||
Supplemental Disclosure Of Cash Flow Information | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cash paid during the period for interest | $ | 8,828 | $ | 3,931 | $ | 16,328 | $ | 12,473 | |||||||||
Cash received during the period for interest | $ | 284 | $ | 340 | $ | 2,066 | $ | 1,071 | |||||||||
Cash paid during the period for income taxes | $ | 13,644 | $ | 9,129 | $ | 29,359 | $ | 46,690 | |||||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule Of Net Income Per Share | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 45,884 | $ | 25,811 | $ | 130,014 | $ | 106,348 | |||||||||
Basic earnings per share attributable to OpenText | $ | 0.38 | $ | 0.22 | $ | 1.09 | $ | 0.91 | |||||||||
Diluted earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 45,884 | $ | 25,811 | $ | 130,014 | $ | 106,348 | |||||||||
Diluted earnings per share attributable to OpenText | $ | 0.38 | $ | 0.22 | $ | 1.08 | $ | 0.9 | |||||||||
Weighted-average number of shares outstanding | |||||||||||||||||
Basic | 120,873 | 117,192 | 119,048 | 117,028 | |||||||||||||
Effect of dilutive securities | 1,227 | 962 | 983 | 974 | |||||||||||||
Diluted | 122,100 | 118,154 | 120,031 | 118,002 | |||||||||||||
Excluded as anti-dilutive* | 1,056 | 2,426 | 547 | 2,216 | |||||||||||||
* 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. |
Significant_Accounting_Policie1
Significant Accounting Policies (Details) (Capitalized software development costs [Member]) | 9 Months Ended |
Mar. 31, 2014 | |
Capitalized software development costs [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful life | '5 years |
Allowance_For_Doubtful_Account2
Allowance For Doubtful Accounts (Changes In Carrying Amount Of Allowance For Doubtful Accounts) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Allowance For Doubtful Accounts [Abstract] | ' |
Beginning balance of allowance for doubtful accounts | $4,871 |
Bad debt expense for the period | 1,698 |
Write-off /adjustments | -2,769 |
Ending balance of allowance for doubtful accounts | $3,800 |
Property_and_Equipment_Compone
Property and Equipment (Components Of Property and Equipment By Type) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | $231,177 | $168,431 |
Accumulated Depreciation | -101,606 | -80,067 |
Net Property and Equipment | 129,571 | 88,364 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 15,807 | 11,524 |
Accumulated Depreciation | -7,987 | -5,645 |
Net Property and Equipment | 7,820 | 5,879 |
Office equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 1,508 | 1,128 |
Accumulated Depreciation | -838 | -692 |
Net Property and Equipment | 670 | 436 |
Computer hardware [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 84,817 | 60,666 |
Accumulated Depreciation | -50,838 | -40,826 |
Net Property and Equipment | 33,979 | 19,840 |
Computer software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 27,160 | 18,169 |
Accumulated Depreciation | -13,838 | -10,583 |
Net Property and Equipment | 13,322 | 7,586 |
Capitalized software development costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 11,403 | ' |
Accumulated Depreciation | -408 | ' |
Net Property and Equipment | 10,995 | ' |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 43,589 | 31,951 |
Accumulated Depreciation | -22,153 | -17,656 |
Net Property and Equipment | 21,436 | 14,295 |
Buildings [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 46,893 | 44,993 |
Accumulated Depreciation | -5,544 | -4,665 |
Net Property and Equipment | $41,349 | $40,328 |
Goodwill_Summary_Of_Changes_In
Goodwill (Summary Of Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jan. 16, 2014 |
Goodwill [Roll Forward] | ' | ' |
Beginning balance | $1,246,872 | ' |
Adjustments relating to prior acquisitions | 1,856 | ' |
Ending balance | 2,105,596 | ' |
Cordys Holding BV [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Acquisition of goodwill | 18,589 | ' |
GXS Group, Inc. [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Beginning balance | ' | 838,279 |
Acquisition of goodwill | 838,279 | ' |
Ending balance | ' | $838,279 |
Acquired_Intangible_Assets_Cal
Acquired Intangible Assets (Calculation Of Acquired Intangibles By Asset Class) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2013 |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' |
Cost | $1,573,463 | $1,060,820 |
Accumulated Amortization | -803,303 | -697,205 |
Net | 770,160 | 363,615 |
Technology Assets [Member] | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' |
Cost | 699,206 | 557,039 |
Accumulated Amortization | -454,836 | -403,126 |
Net | 244,370 | 153,913 |
Weighted-average amortization period (in years) for acquired intangible assets | '5 years | ' |
Customer Assets [Member] | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' |
Cost | 874,257 | 503,781 |
Accumulated Amortization | -348,467 | -294,079 |
Net | $525,790 | $209,702 |
Weighted-average amortization period (in years) for acquired intangible assets | '6 years | ' |
Acquired_Intangible_Assets_Cal1
Acquired Intangible Assets (Calculation Of Estimated Future Amortization Expense) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Intangible Assets [Abstract] | ' | ' |
2014 (three months ending June 30) | $44,842 | ' |
2015 | 174,349 | ' |
2016 | 149,415 | ' |
2017 | 132,222 | ' |
2018 and beyond | 269,332 | ' |
Net | $770,160 | $363,615 |
Other_Assets_Details
Other Assets (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets, Noncurrent Disclosure [Abstract] | ' | ' |
Debt issuance costs | $20,312 | $6,340 |
Deposits and restricted cash | 14,888 | 10,205 |
Long-term prepaid expenses and other long-term assets | 14,871 | 8,537 |
Total other assets | $50,071 | $25,082 |
Ownership interest by parent company | 20.00% | ' |
Deferred_Charges_And_Credits_D
Deferred Charges And Credits (Details) | 9 Months Ended |
Mar. 31, 2014 | |
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 $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Millions, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ' | ' |
Present value of asset retirement obligation | $9.70 | $5.70 |
Undiscounted value of asset retirement obligation | $10.20 | $6.10 |
Accounts_Payable_And_Accrued_L3
Accounts Payable And Accrued Liabilities (Schedule Of Current Liabilities) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ' | ' |
Accounts payable-trade | $15,532 | $8,776 |
Accrued salaries and commissions | 66,807 | 50,568 |
Accrued liabilities | 133,333 | 120,981 |
Amounts payable in respect of restructuring and other Special charges (note 17) | 12,631 | 7,130 |
Asset retirement obligations | 1,859 | 988 |
Accounts payable and accrued liabilities | $230,162 | $188,443 |
Accounts_Payable_And_Accrued_L4
Accounts Payable And Accrued Liabilities (Schedule Of Long-Term Accrued Liabilities) (Details) (USD $) | Mar. 31, 2014 | 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 17) | $2,374 | $2,919 |
Other accrued liabilities | 31,316 | 10,172 |
Asset retirement obligations | 7,796 | 4,758 |
Accrued liabilities | $41,486 | $17,849 |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt, Mortgage | $9,384 | $10,492 |
Long-term debt, Total | 1,332,384 | 565,492 |
Less: | ' | ' |
Current portion of long-term debt, Mortgage | 9,384 | 10,492 |
Current portion of long-term debt | 62,384 | 51,742 |
Non-current portion of long-term debt | 1,270,000 | 513,750 |
Term Loan A [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, Term Loan | 525,000 | 555,000 |
Less: | ' | ' |
Current portion of long-term debt, Term Loan | 45,000 | 41,250 |
Term Loan B [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, Term Loan | 798,000 | 0 |
Less: | ' | ' |
Current portion of long-term debt, Term Loan | $8,000 | $0 |
LongTerm_Debt_Term_Loan_A_and_
Long-Term Debt (Term Loan A and Revolver) (Narrative) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Nov. 09, 2011 | |
Term Loan A [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 | ' | 3,200,000 | 3,700,000 | 10,100,000 | 11,900,000 | ' |
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 A [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Interest addition to floating rate | ' | 2.25% | 2.50% | 2.25% | 2.50% | ' |
LongTerm_Debt_Long_Term_Debt_T
Long-Term Debt Long Term Debt (Term Loan B) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 16, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Nov. 09, 2011 | Jan. 16, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Term Loan B [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | |
Term Loan B [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | ||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit agreement, maximum capacity | $800,000,000 | ' | ' | ' | ' | ' | ' | ' | $600,000,000 | ' | ' | ' | ' | ' |
Term loan period, years | '7 years | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan repayment as percentage of principal in year 1 | 0.25% | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest addition to floating rate | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 2.25% | 2.50% | 2.25% | 2.50% |
Interest expense | ' | $5,300,000 | $5,300,000 | ' | $3,200,000 | $3,700,000 | $10,100,000 | $11,900,000 | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Mortgage_Narrati
Long-Term Debt (Mortgage) (Narrative) (Details) | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2005 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2005 |
USD ($) | 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] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt maturity date after extension | ' | ' | '8/1/2014 | ' | ' | ' | ' | ' | ' |
Mortgage loan principal amount | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' |
Interest addition to floating rate | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% |
Principal and interest payable in monthly installments | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Carrying value of mortgage | 9,384,000 | 10,492,000 | ' | ' | ' | ' | ' | ' | ' |
Collateral building net | ' | ' | ' | 15,800,000 | ' | 15,800,000 | ' | 16,100,000 | ' |
Interest expense | ' | ' | ' | $100,000 | $100,000 | $300,000 | $300,000 | ' | ' |
Pension_Plans_And_Other_Post_R2
Pension Plans And Other Post Retirement Benefits (Narrative) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
CDT Pension Plan [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Accumulated other comprehensive income related to CDT pension plan | $100,000 | ' |
GXS Philippines defined benefit plan [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Fair value of plan assets | 36,000 | ' |
Net pension liabilities | 4,590,000 | ' |
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 Defined Benefit Plans And Long-Term Employee Benefit Obligations) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Noncurrent portion of benefit obligation | $55,917 | $24,509 | ||
Cdt Defined Benefit Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 27,704 | 23,871 | ||
Current portion of benefit obligation | 636 | [1] | 535 | [1] |
Noncurrent portion of benefit obligation | 27,068 | 23,336 | ||
GXS Germany defined benefit plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 24,045 | [2] | 0 | [2] |
Current portion of benefit obligation | 956 | [1],[2] | 0 | [1],[2] |
Noncurrent portion of benefit obligation | 23,089 | [2] | 0 | [2] |
GXS Philippines defined benefit plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 4,601 | [2] | 0 | [2] |
Current portion of benefit obligation | 11 | [1],[2] | 0 | [1],[2] |
Noncurrent portion of benefit obligation | 4,590 | [2] | 0 | [2] |
CDT Anniversary Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 433 | 425 | ||
Current portion of benefit obligation | 100 | [1] | 49 | [1] |
Noncurrent portion of benefit obligation | 333 | 376 | ||
IXOS Defined Benefit Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 837 | 797 | ||
Current portion of benefit obligation | 0 | [1] | 0 | [1] |
Noncurrent portion of benefit obligation | 837 | 797 | ||
CDT Pension Plan [Member] | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Total benefit obligation | 57,620 | 25,093 | ||
Current portion of benefit obligation | 1,703 | [1] | 584 | [1] |
Noncurrent portion of benefit obligation | $55,917 | $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. | |||
[2] | These plans were acquired as part of our acquisition of GXS on January 16, 2014. |
Pension_Plans_And_Other_Post_R4
Pension Plans And Other Post Retirement Benefits (Schedule Of The Change In The Benefit Obligation Of Defined Benefit Plans) (Details) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 16, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 16, 2014 |
Cdt Defined Benefit Plan [Member] | Cdt Defined Benefit Plan [Member] | GXS Germany defined benefit plan [Member] | GXS Germany defined benefit plan [Member] | GXS Germany defined benefit plan [Member] | GXS Philippines defined benefit plan [Member] | GXS Philippines defined benefit plan [Member] | GXS Philippines defined benefit plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Benefit obligation-beginning of period | $23,871 | $21,461 | ' | ' | $23,637 | ' | ' | $5,182 |
Service cost | 344 | 457 | 87 | 87 | ' | 358 | 358 | ' |
Interest cost | 658 | 888 | 206 | 206 | ' | 62 | 62 | ' |
Benefits paid | -387 | -466 | ' | -231 | ' | ' | -48 | ' |
Actuarial (gain) loss | 1,738 | 278 | ' | 14 | ' | ' | -972 | ' |
Foreign exchange (gain) loss | 1,480 | 1,253 | ' | 332 | ' | ' | 19 | ' |
Benefit obligation-end of period | 27,704 | 23,871 | 24,045 | 24,045 | 23,637 | 4,601 | 4,601 | 5,182 |
Less: current portion | -636 | -535 | -956 | -956 | ' | -11 | -11 | ' |
Noncurrent portion of benefit obligation | $27,068 | $23,336 | $23,089 | $23,089 | ' | $4,590 | $4,590 | ' |
Pension_Plans_And_Other_Post_R5
Pension Plans And Other Post Retirement Benefits (Components Of Net Pension Expense For Pension Plans) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Net pension expense | ' | ' | $1,298 | $692 |
CDT Pension Plan [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | 116 | 113 | 344 | 343 |
Interest cost | 222 | 220 | 658 | 666 |
Amortization of actuarial gains and losses | 70 | 69 | 208 | 208 |
Net pension expense | 408 | 402 | 1,210 | 1,217 |
GXS Germany defined benefit plan [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | 87 | ' | 87 | ' |
Interest cost | 206 | ' | 206 | ' |
Net pension expense | 293 | ' | 293 | ' |
GXS Philippines defined benefit plan [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | 358 | ' | 358 | ' |
Interest cost | 62 | ' | 62 | ' |
Net pension expense | $420 | ' | $420 | ' |
Pension_Plans_And_Other_Post_R6
Pension Plans And Other Post Retirement Benefits (Schedule Of Weighted-Average Key Assumptions Used For Pension Plans) (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | CDT Pension Plan [Member] | GXS Germany defined benefit plan [Member] | GXS Germany defined benefit plan [Member] | GXS Philippines defined benefit plan [Member] | GXS Philippines defined benefit plan [Member] | Minimum [Member] | Maximum [Member] | |||
To Age 30 [Member] | To Age 30 [Member] | To Age 35 [Member] | To Age 35 [Member] | To Age 40 [Member] | To Age 40 [Member] | To Age 45 [Member] | To Age 45 [Member] | To Age 50 [Member] | To Age 50 [Member] | From Age 51 [Member] | From Age 51 [Member] | GXS Germany defined benefit plan [Member] | GXS Germany defined benefit plan [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Salary increases | ' | ' | 2.50% | ' | 2.50% | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.00% | 7.00% | 7.00% | ' | ' |
Pension increases | ' | ' | 2.00% | ' | 2.00% | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.00% | 6.00% | 6.00% | ' | ' |
Discount rate | ' | ' | 3.30% | ' | 3.30% | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.35% | 3.35% | 5.40% | 5.40% | ' | ' |
Normal retirement age | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 years | '60 years | '65 years | '67 years |
Employee fluctuation rate | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.00% | 0.50% | 0.50% | 0.00% | 0.00% | 0.50% | 0.50% | 0.50% | 0.50% | 1.00% | 1.00% | ' | ' | ' | ' | ' | ' |
Service cost | ' | ' | $116 | $113 | $344 | $343 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $87 | $87 | $358 | $358 | ' | ' |
Interest cost | ' | ' | 222 | 220 | 658 | 666 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 206 | 206 | 62 | 62 | ' | ' |
Pension expense | $1,298 | $692 | $408 | $402 | $1,210 | $1,217 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $293 | $293 | $420 | $420 | ' | ' |
Pension_Plans_And_Other_Post_R7
Pension Plans And Other Post Retirement Benefits (Anticipated Pension Payments Under Pension Plans) (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
CDT Pension Plan [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 (three months ending June 30) | $159 |
2015 | 656 |
2016 | 732 |
2017 | 798 |
2018 | 856 |
2019 to 2023 | 6,626 |
Total | 9,827 |
GXS Germany defined benefit plan [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 (three months ending June 30) | 239 |
2015 | 969 |
2016 | 1,020 |
2017 | 1,112 |
2018 | 1,219 |
2019 to 2023 | 7,715 |
Total | 12,274 |
GXS Philippines defined benefit plan [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 (three months ending June 30) | 3 |
2015 | 15 |
2016 | 28 |
2017 | 37 |
2018 | 52 |
2019 to 2023 | 1,115 |
Total | $1,250 |
Share_Capital_Option_Plans_And2
Share Capital, Option Plans And Share-Based Payments (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jan. 23, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Conversion ratio | 2 | ' | ' | ' | ' | ' |
Dividends declared per common share (in dollars per share) | ' | $0.15 | $0 | $0.45 | $0 | ' |
Dividends paid for common shares | ' | $18.20 | ' | $53.70 | ' | ' |
Purchase of treasury stock (in shares) | ' | 25,760 | ' | 25,760 | ' | ' |
Stock repurchased during period, value | ' | 1.3 | ' | 1.3 | ' | ' |
Issuance of treasury stock (in shares) | ' | 22,222 | 0 | 410,564 | 365,232 | ' |
Number of options outstanding (in shares) | ' | 4,426,810 | ' | 4,426,810 | ' | 3,610,782 |
Unrecognized compensation cost relating to unvested stock awards | ' | 31.6 | ' | 31.6 | ' | ' |
Unvested stock awards compensation cost, weighted average recognition period | ' | ' | ' | '3 years | ' | ' |
Cash proceeds from exercise of options granted | ' | 13.5 | 0.5 | 17.7 | 5.9 | ' |
Tax benefit realized from exercise of options | ' | 0.8 | 0 | 1.4 | 0.8 | ' |
Stock Options [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Number of options outstanding (in shares) | ' | 4,426,810 | ' | 4,426,810 | ' | ' |
Common shares available for issuance (in shares) | ' | 3,610,910 | ' | 3,610,910 | ' | ' |
Vesting period | ' | ' | ' | '4 years | ' | ' |
Expire period of options, minimum term | ' | ' | ' | '7 years | ' | ' |
Expire period of options, maximum term | ' | ' | ' | '10 years | ' | ' |
Deferred Stock Units [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Shares granted during the period | ' | 13,336 | 5,258 | 42,298 | 39,580 | ' |
Employee Share Purchase Plan [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Cash received from employee stock purchase plan | ' | 0.8 | 0.6 | 2.1 | 1.6 | ' |
Fiscal 2013 LTIP | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Shares issued for share-based compensation | ' | ' | ' | 310,042 | ' | ' |
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 | ' | ' | ' | 78,300 | ' | ' |
Expense for shares issued for share-based compensation | ' | ' | ' | $1.80 | ' | ' |
Shares granted during the period | ' | ' | ' | 78,300 | ' | ' |
Share_Capital_Option_Plans_And3
Share Capital, Option Plans And Share-Based Payments (Summary Of Share-Based Compensation Costs) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | $13,500,000 | $500,000 | $17,700,000 | $5,900,000 |
Share-based compensation expense | 4,418,000 | 3,877,000 | 15,707,000 | 10,153,000 |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 800,000 | 0 | 1,400,000 | 800,000 |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 2,437,000 | 1,553,000 | 5,447,000 | 4,120,000 |
Performance Stock Units (PSUs) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 945,000 | 1,336,000 | 3,989,000 | 3,996,000 |
Deferred Stock Units (Directors) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 588,000 | 356,000 | 1,062,000 | 716,000 |
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 | 371,000 | 509,000 | 1,490,000 | 886,000 |
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 | 0 | 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 | $77,000 | $123,000 | $419,000 | $425,000 |
Share_Capital_Option_Plans_And4
Share Capital, Option Plans And Share-Based Payments (Summary Of Option Activity) (Details) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Options | ' |
Options outstanding beginning balance (in shares) | 3,610,782 |
Options granted (in shares) | 2,133,942 |
Options exercised (in shares) | -877,562 |
Options forfeited or expired (in shares) | -440,352 |
Options outstanding ending balance (in shares) | 4,426,810 |
Options exercisable (in shares) | 889,709 |
Weighted- Average Exercise Price | ' |
Options outstanding beginning balance, weighted-average exercise price (in dollars per share) | $24.72 |
Options granted, weighted-average exercise price (in dollars per share) | $46.43 |
Options exercised, weighted-average exercise price (in dollars per share) | $20.17 |
Options forfeited or expired, weighted-average exercise price (in dollars per share) | $26.36 |
Options outstanding ending balance, weighted-average exercise price (in dollars per share) | $35.93 |
Options exercisable, weighted-average exercise price (in dollars per share) | $23.23 |
Options outstanding, weighted-average remaining contractual term | '5 years 7 months 2 days |
Options exercisable, weighted-average remaining contractual term | '3 years 7 months 10 days |
Options outstanding, aggregate intrinsic value | $55,685 |
Options exercisable, aggregate intrinsic value | $21,784 |
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 | 9 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' |
Weighted-average fair value of options granted (in dollars per share) | $12.60 | $9.04 | $11.53 | $8.58 |
Expected volatility | 32.00% | 36.00% | 32.00% | 37.00% |
Risk–free interest rate | 1.40% | 0.76% | 1.33% | 0.67% |
Expected dividend yield | 1.20% | 0.00% | 1.30% | 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) | $50.08 | $29.44 | $46.43 | $27.45 |
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 | 9 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
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] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | $48,752,000 | ' |
Allocated share-based compensation expense | 1,316,000 | 1,845,000 | 8,779,000 | 4,882,000 |
Compensation cost recognized to date | 38,700,000 | ' | 38,700,000 | ' |
Compensation cost not yet recognized | 10,100,000 | ' | 10,100,000 | ' |
Unvested stock awards compensation cost, weighted average recognition period | ' | ' | '2 years | ' |
Employee Share Purchase Plan [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Cash received from employee stock purchase plan | 800,000 | 600,000 | 2,100,000 | 1,600,000 |
Performance Stock Units (PSUs) [Member] | Fiscal 2012 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 17,314,000 | ' |
Allocated share-based compensation expense | 0 | 0 | 0 | 579,000 |
Performance Stock Units (PSUs) [Member] | Fiscal 2013 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 6,489,000 | ' |
Allocated share-based compensation expense | 0 | 272,000 | 215,000 | 870,000 |
Performance Stock Units (PSUs) [Member] | Fiscal 2014 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 7,969,000 | ' |
Allocated share-based compensation expense | 574,000 | 787,000 | 2,535,000 | 2,184,000 |
Performance Stock Units (PSUs) [Member] | Fiscal 2015 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 2,863,000 | ' |
Allocated share-based compensation expense | 199,000 | 277,000 | 951,000 | 363,000 |
Performance Stock Units (PSUs) [Member] | Fiscal 2016 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 2,045,000 | ' |
Allocated share-based compensation expense | 173,000 | 0 | 289,000 | 0 |
Restricted Stock Units (RSUs) [Member] | Fiscal 2015 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 4,255,000 | ' |
Allocated share-based compensation expense | 43,000 | 509,000 | 892,000 | 886,000 |
Restricted Stock Units (RSUs) [Member] | Fiscal 2016 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 4,517,000 | ' |
Allocated share-based compensation expense | 327,000 | 0 | 597,000 | 0 |
Restricted Stock Units (RSUs fully vested) [Member] | Fiscal 2016 LTIP | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Expected share-based compensation expense | ' | ' | 3,300,000 | ' |
Allocated share-based compensation expense | $0 | $0 | $3,300,000 | $0 |
Guarantees_And_Contingencies_D
Guarantees And Contingencies (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
EasyLink Services International Corporation [Member] | GXS Group, Inc. [Member] | GXS India [Member] | |||
Total long-term debt obligations | $1,534,244,000 | ' | ' | ' | |
Long-term debt obligations due within one year | 23,206,000 | ' | ' | ' | |
Long-term debt obligations due in second and third years | 201,341,000 | ' | ' | ' | |
Long-term debt obligations due in fourth and fifth years | 482,324,000 | ' | ' | ' | |
Long-term debt obligations due after fifth year | 827,373,000 | ' | ' | ' | |
Total operating lease obligations | 222,023,000 | [1] | ' | ' | ' |
Operating lease obligations due within one year | 13,381,000 | [1] | ' | ' | ' |
Operating lease obligations due in second and third years | 87,322,000 | [1] | ' | ' | ' |
Operating lease obligations due in fourth and fifth years | 58,028,000 | [1] | ' | ' | ' |
Operating lease obligations due after fifth year | 63,292,000 | [1] | ' | ' | ' |
Total purchase obligations | 28,751,000 | ' | ' | ' | |
Purchase obligations due within one year | 5,073,000 | ' | ' | ' | |
Purchase obligations due in second and third years | 19,636,000 | ' | ' | ' | |
Purchase obligations due in fourth and fifth years | 4,042,000 | ' | ' | ' | |
Purchase obligations due after fifth year | 0 | ' | ' | ' | |
Total obligations | 1,785,018,000 | ' | ' | ' | |
Total obligations due within one year | 41,660,000 | ' | ' | ' | |
Total obligations due in second and third years | 308,299,000 | ' | ' | ' | |
Total obligations due in fourth and fifth years | 544,394,000 | ' | ' | ' | |
Total obligations due after fifth year | 890,665,000 | ' | ' | ' | |
Non-cancelable sublease income | 1,600,000 | ' | ' | ' | |
Loss contingency, estimate of possible loss | ' | 10,500,000 | ' | ' | |
Loss contingency, amount assessed for sales tax, interest, and penalties | ' | 500,000 | ' | ' | |
Tax contingency, foreign, amount | ' | ' | 2,600,000 | ' | |
Guarantor obligations, current carrying value | ' | ' | 3,500,000 | ' | |
Loss contingency accrual | ' | ' | $10,300,000 | $1,400,000 | |
[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 | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Interest expense | $2,030 | $1,777 | $6,262 | $1,590 |
Penalties expense | 7 | 11 | 167 | 47 |
Total | $2,037 | $1,788 | $6,429 | $1,637 |
Income_Taxes_Interest_Accrued_
Income Taxes (Interest Accrued And Penalties Accrued Related To Income Tax Expense) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Income Tax Disclosure [Abstract] | ' | ' | ||
Interest expense accrued | $24,965 | [1] | $18,210 | [1] |
Penalties accrued | $7,779 | [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 | 9 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Increase (decrease) in gross unrecognized tax benefit in next 12 months | ($17.30) | ' | ($17.30) | ' | ' |
Number of years open to examination | ' | ' | '10 years | ' | ' |
Taxes paid on cash distribution | 2 | ' | 2 | ' | 0.4 |
Effective Income Tax Rate Reconciliation, Percent | 22.10% | 30.20% | 27.20% | 22.30% | ' |
Increase (decrease) in net expense of unrecognized tax benefits | ' | ' | 13.6 | ' | ' |
Increase (decrease) in foreign income tax rate differential | $3.40 | ' | ($5) | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2014 | 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) | ($1,956) | ($3,170) |
Total recurring assets fair value | -1,956 | -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) | -1,956 | -3,170 |
Total recurring assets fair value | ($1,956) | ($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 $) | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 |
Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Accounts Payable and Accrued Liabilities [Member] | Accounts Payable and Accrued Liabilities [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) | ' | ' | ($2,182,000) | ($1,235,000) | ($2,064,000) | $1,490,000 | ' | ' |
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) | ' | ' | ' | ' | ' | ' | ($1,956,000) | ($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 | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' |
(Gain) loss reclassified into net income | $1,237 | $75 | $2,410 | ($1,439) |
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) | -2,182 | -1,235 | -2,064 | 1,490 |
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 | ($1,683) | ($102) | ($3,278) | $1,958 |
Special_Charges_Narrative_Deta
Special Charges (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Acquisition-related costs | $3,491,000 | $1,148,000 | $9,229,000 | $2,760,000 |
Other charges | -512,000 | 983,000 | -2,868,000 | 2,331,000 |
Special Charges [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Acquisition-related costs | 3,100,000 | 600,000 | 8,100,000 | 1,800,000 |
Acquisition-integration related costs | 400,000 | 600,000 | 1,100,000 | 1,000,000 |
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 | 700,000 | 600,000 | 1,500,000 | 1,900,000 |
Pre-Aquisition Sales Tax Liabilities[Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Other charges | -1,200,000 | ' | -5,800,000 | ' |
Litigation Settlement [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Other charges | ' | 400,000 | ' | 400,000 |
Fiscal 2014 New Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring and Related Cost, Expected Cost | ' | ' | 28,000,000 | ' |
Special charges recorded to date | ' | ' | 11,500,000 | ' |
Fiscal 2014 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring and Related Cost, Expected Cost | ' | ' | 8,500,000 | ' |
Special charges recorded to date | ' | ' | 8,000,000 | ' |
Fiscal 2013 Restructuring Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Special charges recorded to date | ' | ' | 16,000,000 | ' |
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 | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Acquisition-related costs | $3,491 | $1,148 | $9,229 | $2,760 | ' |
Other charges | -512 | 983 | -2,868 | 2,331 | ' |
Total Special charges (recoveries) | 15,902 | 5,444 | 25,901 | 17,267 | ' |
Fiscal 2014 New Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 7,361 | ' | 7,361 | ' | 0 |
Special charges | 11,538 | 0 | 11,538 | 0 | ' |
Restructuring Reserve, Accrual Adjustment | ' | ' | 11,538 | ' | ' |
Payments for Restructuring | ' | ' | -3,925 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | -252 | ' | ' |
Fiscal 2014 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 3,240 | ' | 3,240 | ' | 0 |
Special charges | 1,446 | 0 | 7,997 | 0 | ' |
Restructuring Reserve, Accrual Adjustment | ' | ' | 7,997 | ' | ' |
Payments for Restructuring | ' | ' | -5,015 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | 258 | ' | ' |
Fiscal 2013 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 3,029 | ' | 3,029 | ' | 7,601 |
Special charges | -61 | 3,076 | 271 | 11,338 | ' |
Restructuring Reserve, Accrual Adjustment | ' | ' | 271 | ' | ' |
Payments for Restructuring | ' | ' | -4,894 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | 51 | ' | ' |
Fiscal 2012 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 1,375 | ' | 1,375 | ' | 2,295 |
Special charges | 0 | 237 | -266 | 1,224 | ' |
Restructuring Reserve, Accrual Adjustment | ' | ' | -266 | ' | ' |
Payments for Restructuring | ' | ' | -708 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | 54 | ' | ' |
Restructuring Plans prior to Fiscal 2012 | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Special charges | 0 | 0 | 0 | -386 | ' |
Workforce Reduction [Member] | Fiscal 2014 New Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 6,868 | ' | 6,868 | ' | 0 |
Restructuring Reserve, Accrual Adjustment | ' | ' | 11,028 | ' | ' |
Payments for Restructuring | ' | ' | -3,925 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | -235 | ' | ' |
Workforce Reduction [Member] | Fiscal 2014 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 1,926 | ' | 1,926 | ' | 0 |
Restructuring Reserve, Accrual Adjustment | ' | ' | 6,318 | ' | ' |
Payments for Restructuring | ' | ' | -4,600 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | 208 | ' | ' |
Workforce Reduction [Member] | Fiscal 2013 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 677 | ' | 677 | ' | 3,205 |
Restructuring Reserve, Accrual Adjustment | ' | ' | 903 | ' | ' |
Payments for Restructuring | ' | ' | -3,413 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | -18 | ' | ' |
Workforce Reduction [Member] | Fiscal 2012 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 41 | ' | 41 | ' | 309 |
Restructuring Reserve, Accrual Adjustment | ' | ' | -266 | ' | ' |
Payments for Restructuring | ' | ' | 0 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | -2 | ' | ' |
Facility Costs [Member] | Fiscal 2014 New Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 493 | ' | 493 | ' | 0 |
Restructuring Reserve, Accrual Adjustment | ' | ' | 510 | ' | ' |
Payments for Restructuring | ' | ' | 0 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | -17 | ' | ' |
Facility Costs [Member] | Fiscal 2014 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 1,314 | ' | 1,314 | ' | 0 |
Restructuring Reserve, Accrual Adjustment | ' | ' | 1,679 | ' | ' |
Payments for Restructuring | ' | ' | -415 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | 50 | ' | ' |
Facility Costs [Member] | Fiscal 2013 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 2,352 | ' | 2,352 | ' | 4,396 |
Restructuring Reserve, Accrual Adjustment | ' | ' | -632 | ' | ' |
Payments for Restructuring | ' | ' | -1,481 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | 69 | ' | ' |
Facility Costs [Member] | Fiscal 2012 Restructuring Plan [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Restructuring Reserve | 1,334 | ' | 1,334 | ' | 1,986 |
Restructuring Reserve, Accrual Adjustment | ' | ' | 0 | ' | ' |
Payments for Restructuring | ' | ' | -708 | ' | ' |
Restructuring Reserve, Translation Adjustment | ' | ' | $56 | ' | ' |
Special_Charges_Schedule_Of_Re
Special Charges (Schedule Of Restructuring Reserve) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Fiscal 2014 New Restructuring Plan [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | $0 |
Accruals and adjustments | 11,538 |
Cash payments | -3,925 |
Foreign exchange | -252 |
Ending balance | 7,361 |
Fiscal 2014 New Restructuring Plan [Member] | Workforce Reduction [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 0 |
Accruals and adjustments | 11,028 |
Cash payments | -3,925 |
Foreign exchange | -235 |
Ending balance | 6,868 |
Fiscal 2014 New Restructuring Plan [Member] | Facility Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 0 |
Accruals and adjustments | 510 |
Cash payments | 0 |
Foreign exchange | -17 |
Ending balance | 493 |
Fiscal 2014 Restructuring Plan [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 0 |
Accruals and adjustments | 7,997 |
Cash payments | -5,015 |
Foreign exchange | 258 |
Ending balance | 3,240 |
Fiscal 2014 Restructuring Plan [Member] | Workforce Reduction [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 0 |
Accruals and adjustments | 6,318 |
Cash payments | -4,600 |
Foreign exchange | 208 |
Ending balance | 1,926 |
Fiscal 2014 Restructuring Plan [Member] | Facility Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 0 |
Accruals and adjustments | 1,679 |
Cash payments | -415 |
Foreign exchange | 50 |
Ending balance | 1,314 |
Fiscal 2013 Restructuring Plan [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 7,601 |
Accruals and adjustments | 271 |
Cash payments | -4,894 |
Foreign exchange | 51 |
Ending balance | 3,029 |
Fiscal 2013 Restructuring Plan [Member] | Workforce Reduction [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 3,205 |
Accruals and adjustments | 903 |
Cash payments | -3,413 |
Foreign exchange | -18 |
Ending balance | 677 |
Fiscal 2013 Restructuring Plan [Member] | Facility Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 4,396 |
Accruals and adjustments | -632 |
Cash payments | -1,481 |
Foreign exchange | 69 |
Ending balance | 2,352 |
Fiscal 2012 Restructuring Plan [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 2,295 |
Accruals and adjustments | -266 |
Cash payments | -708 |
Foreign exchange | 54 |
Ending balance | 1,375 |
Fiscal 2012 Restructuring Plan [Member] | Workforce Reduction [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 309 |
Accruals and adjustments | -266 |
Cash payments | 0 |
Foreign exchange | -2 |
Ending balance | 41 |
Fiscal 2012 Restructuring Plan [Member] | Facility Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 1,986 |
Accruals and adjustments | 0 |
Cash payments | -708 |
Foreign exchange | 56 |
Ending balance | $1,334 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (GXS Group, Inc. [Member], USD $) | 0 Months Ended | 3 Months Ended | 25 Months Ended |
Jan. 16, 2014 | Mar. 31, 2014 | Jan. 31, 2016 | |
Scenario, Forecast [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Preliminary purchase consideration | $1,218,830,000 | ' | ' |
Purchase consideration, equity issuance (in shares) | 2,595,042 | 2,595,042 | ' |
Escrow deposit related to business acquisition | 60,000,000 | ' | ' |
Escrow deposit related to business acquisition, disbursement amount | ' | ' | 30,000,000 |
Acquired receivables, fair value | 94,300,000 | ' | ' |
Acquired receivables, gross contractual amount | 108,200,000 | ' | ' |
Acquired receivables, estimated uncollectible | $13,900,000 | ' | ' |
Acquisitions_Consideration_Pai
Acquisitions (Consideration Paid) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 16, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
GXS Group, Inc. [Member] | GXS Group, Inc. [Member] | GXS Group, Inc. [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid | ' | ' | ' | ' | $1,102,053 | ' | ' |
Equity consideration paid | ' | ' | ' | ' | 116,777 | 116,800 | ' |
Preliminary purchase consideration | ' | ' | ' | ' | 1,218,830 | ' | ' |
Acquisition-related costs | $3,491 | $1,148 | $9,229 | $2,760 | ' | ' | $6,782 |
Acquisitions_Identifiable_Asse
Acquisitions (Identifiable Assets Acquired and Liabilities Assumed) (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | Jan. 16, 2014 | Jan. 16, 2014 | Jan. 16, 2014 |
In Thousands, unless otherwise specified | GXS Group, Inc. [Member] | Customer Assets [Member] | Technology Assets [Member] | ||
GXS Group, Inc. [Member] | GXS Group, Inc. [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Current assets (inclusive of cash acquired of $24,382) | ' | ' | $127,463 | ' | ' |
Cash acquired from acquisition | ' | ' | 24,382 | ' | ' |
Non-current tangible assets | ' | ' | 47,501 | ' | ' |
Intangible assets | ' | ' | ' | 364,600 | 123,200 |
Liabilities and non-controlling interest assumed | ' | ' | -282,213 | ' | ' |
Total identifiable net assets | ' | ' | 380,551 | ' | ' |
Goodwill | 2,105,596 | 1,246,872 | 838,279 | ' | ' |
Net assets acquired | ' | ' | $1,218,830 | ' | ' |
Acquisitions_Proforma_Details
Acquisitions (Pro-forma) (Details) (GXS Group, Inc. [Member], USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ' |
Revenues | $95,099 | ' | ' | ' | ' |
Net income | 1,838 | ' | ' | ' | ' |
Total revenues | ' | 462,683 | 456,441 | 1,396,816 | 1,382,618 |
Net income (loss) | ' | -24,514 | 16,891 | 37,927 | 94,264 |
Acquisition-related Costs [Member] | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ' |
Net income (loss) | ' | -69,000 | ' | ' | ' |
Employee Change in Control Payments [Member] | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ' |
Net income (loss) | ' | -29,000 | ' | ' | ' |
Interest Expense for Penalties Incurred on Early Extinguishment of Debt [Member] | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ' |
Net income (loss) | ' | -32,000 | ' | ' | ' |
Acquisition Closing Costs [Member] | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ' |
Net income (loss) | ' | ($8,000) | ' | ' | ' |
Supplemental_Cash_Flow_Disclos2
Supplemental Cash Flow Disclosures (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 16, 2014 | Mar. 31, 2014 |
International Subsidiaries [Member] | International Subsidiaries [Member] | International Subsidiaries [Member] | International Subsidiaries [Member] | GXS Group, Inc. [Member] | GXS Group, Inc. [Member] | |||||
Supplemental Cash Flow Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid during the period for interest | $8,828 | $3,931 | $16,328 | $12,473 | ' | ' | ' | ' | ' | ' |
Cash received during the period for interest | 284 | 340 | 2,066 | 1,071 | ' | ' | ' | ' | ' | ' |
Cash paid during the period for income taxes | 13,644 | 9,129 | 29,359 | 46,690 | 300 | 0 | 900 | 24,200 | ' | ' |
Purchase consideration, equity issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 2,595,042 | 2,595,042 |
Equity consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | $116,777 | $116,800 |
Net_Income_Per_Share_Details
Net Income Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Earnings Per Share [Abstract] | ' | ' | ' | ' | ||||
Net income attributable to OpenText | $45,884 | $25,811 | $130,014 | $106,348 | ||||
Basic earnings per share attributable to OpenText | $0.38 | $0.22 | $1.09 | $0.91 | ||||
Net income attributable to OpenText | $45,884 | $25,811 | $130,014 | $106,348 | ||||
Diluted earnings per share attributable to OpenText | $0.38 | $0.22 | $1.08 | $0.90 | ||||
Weighted-average number of shares outstanding - Basic (in shares) | 120,873 | 117,192 | 119,048 | 117,028 | ||||
Effect of dilutive securities (in shares) | 1,227 | 962 | 983 | 974 | ||||
Weighted-average number of shares outstanding - Diluted (in shares) | 122,100 | 118,154 | 120,031 | 118,002 | ||||
Excluded as anti-dilutive (in shares) | 1,056 | [1] | 2,426 | [1] | 547 | [1] | 2,216 | [1] |
[1] | 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_Det
Related Party Transactions (Details) (Stephen Sadler [Member], USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Consultancy fees earned by director for business acquisition-related activities | $0.60 | $0.50 |
GXS Group, Inc. [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Consultancy fees earned by director for business acquisition-related activities | $0.50 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Apr. 24, 2014 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Dividends declared per common share (in dollars per share) | $0.15 | $0 | $0.45 | $0 | $0.17 |