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: |
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| | Three Months Ended | | Nine Months Ended | | | | | | | |
March 31, | March 31, | | | | | | | |
| | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | |
Stock options | | $ | 2,437 | | | $ | 1,553 | | | $ | 5,447 | | | $ | 4,120 | | | | | | | | |
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Performance Share Units (issued under LTIP) | | 945 | | | 1,336 | | | 3,989 | | | 3,996 | | | | | | | | |
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Restricted Share Units (issued under LTIP) | | 371 | | | 509 | | | 1,490 | | | 886 | | | | | | | | |
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Restricted Share Units (fully vested) | | — | | | — | | | 3,300 | | | — | | | | | | | | |
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Restricted Share Units (other) | | 77 | | | 123 | | | 419 | | | 425 | | | | | | | | |
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Deferred Share Units (directors) | | 588 | | | 356 | | | 1,062 | | | 716 | | | | | | | | |
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Restricted Stock Awards (legacy Vignette employees) | | — | | | — | | | — | | | 10 | | | | | | | | |
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Total share-based compensation expense | | $ | 4,418 | | | $ | 3,877 | | | $ | 15,707 | | | $ | 10,153 | | | | | | | | |
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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: |
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| 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 | | | | | | | | | | | | | | | | |
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Granted | 2,133,942 | | | 46.43 | | | | | | | | | | | | | | | | |
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Exercised | (877,562 | ) | | 20.17 | | | | | | | | | | | | | | | | |
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Forfeited or expired | (440,352 | ) | | 26.36 | | | | | | | | | | | | | | | | |
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Outstanding at March 31, 2014 | 4,426,810 | | | $ | 35.93 | | | 5.59 | | $ | 55,685 | | | | | | | | | | | | |
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Exercisable at March 31, 2014 | 889,709 | | | $ | 23.23 | | | 3.61 | | $ | 21,784 | | | | | | | | | | | | |
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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: |
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| | 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 | | | | | | | | |
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Weighted-average assumptions used: | | | | | | | | | | | | | | | |
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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 | | | | | | | | |
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Forfeiture rate (based on historical rates) | | 5 | % | | 5 | % | | 5 | % | | 5 | % | | | | | | | |
Average exercise share price | | $ | 50.08 | | | $ | 29.44 | | | $ | 46.43 | | | $ | 27.45 | | | | | | | | |
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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: |
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| | | | | | | 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 | |
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Fiscal 2013 LTIP | PSU | 10/29/10 | 9/15/13 | | 6,489 | | | — | | | 272 | | | 215 | | | 870 | |
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Fiscal 2014 LTIP | PSU | 2/3/12 | 9/15/14 | | 7,969 | | | 574 | | | 787 | | | 2,535 | | | 2,184 | |
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Fiscal 2015 LTIP | PSU | 12/3/12 | 9/15/15 | | 2,863 | | | 199 | | | 277 | | | 951 | | | 363 | |
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Fiscal 2015 LTIP | RSU | 11/2/12 | 9/15/15 | | 4,255 | | | 43 | | | 509 | | | 892 | | | 886 | |
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Fiscal 2016 LTIP | PSU | 11/1/13 | 9/15/16 | | 2,045 | | | 173 | | | — | | | 289 | | | — | |
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Fiscal 2016 LTIP | RSU | 11/1/13 | 9/15/16 | | 4,517 | | | 327 | | | — | | | 597 | | | — | |
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Fiscal 2016 LTIP | RSU (fully vested) | 11/18/13 | 11/18/13 | | 3,300 | | | — | | | — | | | 3,300 | | | — | |
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| | | | | $ | 48,752 | | | $ | 1,316 | | | $ | 1,845 | | | $ | 8,779 | | | $ | 4,882 | |
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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). |