Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Dec. 31, 2014 | Jan. 26, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OPEN TEXT CORP | |
Entity Central Index Key | 1002638 | |
Current Fiscal Year End Date | -24 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | otex | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 122,108,151 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $542,810 | $427,890 |
Accounts receivable trade, net of allowance for doubtful accounts of $6,211 as of December 31, 2014 and $4,727 as of June 30, 2014 (note 3) | 258,230 | 292,929 |
Income taxes recoverable (note 14) | 16,374 | 24,648 |
Prepaid expenses and other current assets | 52,533 | 42,053 |
Deferred tax assets (note 14) | 31,375 | 28,215 |
Total current assets | 901,322 | 815,735 |
Property and equipment (note 4) | 153,841 | 142,261 |
Goodwill (note 5) | 1,940,304 | 1,963,557 |
Acquired intangible assets (note 6) | 637,660 | 725,318 |
Deferred tax assets (note 14) | 152,030 | 156,712 |
Other assets (note 7) | 57,823 | 52,041 |
Deferred charges (note 8) | 44,820 | 52,376 |
Long-term income taxes recoverable (note 14) | 8,517 | 10,638 |
Total assets | 3,896,317 | 3,918,638 |
Current liabilities: | ||
Accounts payable and accrued liabilities (note 9) | 193,510 | 231,954 |
Current portion of long-term debt (note 10) | 65,289 | 62,582 |
Deferred revenues | 292,162 | 332,664 |
Income taxes payable (note 14) | 11,729 | 31,630 |
Deferred tax liabilities (note 14) | 834 | 1,053 |
Total current liabilities | 563,524 | 659,883 |
Long-term liabilities: | ||
Accrued liabilities (note 9) | 33,098 | 41,999 |
Deferred credits (note 8) | 15,236 | 17,529 |
Pension liability (note 11) | 65,346 | 60,300 |
Non-current portion of long-term debt | 1,226,500 | 1,256,750 |
Deferred revenues | 18,022 | 17,248 |
Long-term income taxes payable (note 14) | 161,036 | 162,131 |
Deferred tax liabilities (note 14) | 54,177 | 60,631 |
Total long-term liabilities | 1,573,415 | 1,616,588 |
Shareholders’ equity: | ||
122,078,994 and 121,758,432 Common Shares issued and outstanding at December 31, 2014 and June 30, 2014, respectively; Authorized Common Shares: unlimited | 801,810 | 792,834 |
Additional paid-in capital | 114,951 | 112,398 |
Accumulated other comprehensive income | 39,632 | 39,449 |
Retained earnings | 813,131 | 716,317 |
Treasury stock, at cost (407,725 shares at December 31, 2014 and 763,278 at June 30, 2014, respectively) | -10,680 | -19,132 |
Total OpenText shareholders' equity | 1,758,844 | 1,641,866 |
Non-controlling interests | 534 | 301 |
Total shareholders’ equity | 1,759,378 | 1,642,167 |
Total liabilities and shareholders’ equity | $3,896,317 | $3,918,638 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable trade, allowance for doubtful accounts | $6,211 | $4,727 |
Common stock, shares outstanding (in shares) | 122,078,994 | 121,758,432 |
Common stock, shares issued (in shares) | 122,078,994 | 121,758,432 |
Treasury stock, shares (in shares) | 407,725 | 763,278 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues: | ||||
License | $75,824 | $81,164 | $134,439 | $136,470 |
Cloud services | 151,269 | 42,131 | 301,275 | 83,778 |
Customer support | 179,466 | 174,425 | 363,372 | 342,865 |
Professional service and other | 61,286 | 65,787 | 122,546 | 124,854 |
Total revenues | 467,845 | 363,507 | 921,632 | 687,967 |
Cost of revenues: | ||||
License | 3,412 | 3,304 | 6,500 | 6,340 |
Cloud services | 56,974 | 15,963 | 114,970 | 30,228 |
Customer support | 23,942 | 24,409 | 47,160 | 46,579 |
Professional service and other | 46,641 | 51,245 | 92,002 | 96,680 |
Amortization of acquired technology-based intangible assets (note 6) | 18,206 | 13,035 | 36,412 | 34,565 |
Total cost of revenues | 149,175 | 107,956 | 297,044 | 214,392 |
Gross profit | 318,670 | 255,551 | 624,588 | 473,575 |
Operating expenses: | ||||
Research and development | 46,170 | 41,917 | 90,912 | 82,133 |
Sales and marketing | 90,010 | 81,290 | 170,109 | 150,703 |
General and administrative | 39,849 | 32,815 | 75,605 | 61,701 |
Depreciation | 12,465 | 6,898 | 24,707 | 13,356 |
Amortization of acquired customer-based intangible assets (note 6) | 25,364 | 12,432 | 51,248 | 29,709 |
Special charges (recoveries) (note 17) | -5,759 | 6,268 | -1,590 | 9,999 |
Total operating expenses | 208,099 | 181,620 | 410,991 | 347,601 |
Income from operations | 110,571 | 73,931 | 213,597 | 125,974 |
Other income (expense), net | -9,314 | -740 | -19,187 | 1,186 |
Interest and other related expense, net | -8,455 | -3,040 | -19,554 | -7,425 |
Income before income taxes | 92,802 | 70,151 | 174,856 | 119,735 |
Provision for income taxes (note 14) | 18,308 | 16,651 | 35,710 | 35,605 |
Net income for the period | 74,494 | 53,500 | 139,146 | 84,130 |
Net (income) loss attributable to non-controlling interests | -207 | 0 | -233 | 0 |
Net income attributable to OpenText | $74,287 | $53,500 | $138,913 | $84,130 |
Earnings per share—basic attributable to OpenText (note 20) | $0.61 | $0.45 | $1.14 | $0.71 |
Earnings per share—diluted attributable to OpenText (note 20) | $0.60 | $0.45 | $1.13 | $0.71 |
Weighted average number of Common Shares outstanding—basic | 122,051 | 118,272 | 121,984 | 118,200 |
Weighted average number of Common Shares outstanding—diluted | 122,985 | 119,186 | 122,934 | 118,950 |
Dividends declared per Common Share | $0.17 | $0.15 | $0.35 | $0.30 |
Consolidated_Statements_Of_Oth
Consolidated Statements Of Other Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||||
Net income for the period | $74,494 | $53,500 | $139,146 | $84,130 |
Net foreign currency translation adjustments | 5,241 | 113 | 8,346 | 354 |
Unrealized gain (loss) | -1,316 | -1,433 | -4,216 | 87 |
Loss reclassified into net income | 944 | 589 | 997 | 1,173 |
Actuarial gain (loss) | -3,937 | 944 | -7,055 | 1,027 |
Amortization of actuarial loss into net income | 84 | 73 | 205 | 146 |
Unrealized gain on marketable securities | 2,400 | 0 | 1,906 | 0 |
Total other comprehensive income (loss), net, for the period | 3,416 | 286 | 183 | 2,787 |
Total comprehensive income | 77,910 | 53,786 | 139,329 | 86,917 |
Comprehensive income attributable to non-controlling interests | -207 | 0 | -233 | 0 |
Total comprehensive income attributable to OpenText | $77,703 | $53,786 | $139,096 | $86,917 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net income for the period | $139,146 | $84,130 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 112,367 | 77,630 |
Share-based compensation expense | 9,378 | 11,289 |
Excess tax benefits on share-based compensation expense | -1,627 | -1,081 |
Pension expense | 2,422 | 790 |
Amortization of debt issuance costs | 2,275 | 1,044 |
Amortization of deferred charges and credits | 5,263 | 5,934 |
Loss on sale and write down of property and equipment | 0 | 15 |
Deferred taxes | 1,219 | -3,198 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 40,249 | 9,176 |
Prepaid expenses and other current assets | -697 | -4,161 |
Income taxes | 11,599 | 2,409 |
Deferred charges and credits | 0 | 8,488 |
Accounts payable and accrued liabilities | -37,326 | -10,846 |
Deferred revenue | -32,745 | -40,134 |
Other assets | -3,420 | -686 |
Net cash provided by operating activities | 248,103 | 140,799 |
Cash flows from investing activities: | ||
Additions of property and equipment | -48,261 | -20,228 |
Purchase of patents | 0 | -192 |
Purchase consideration for prior period acquisitions | -443 | -443 |
Other investing activities | -8,433 | -974 |
Net cash used in investing activities | -57,359 | -52,425 |
Cash flows from financing activities: | ||
Excess tax benefits on share-based compensation expense | 1,627 | 1,081 |
Proceeds from issuance of Common Shares | 9,138 | 5,429 |
Repayment of long-term debt | -26,830 | -19,087 |
Debt issuance costs | -1,403 | -273 |
Payments of dividends to shareholders | -42,099 | -35,468 |
Net cash used in financing activities | -59,567 | -48,318 |
Foreign exchange gain (loss) on cash held in foreign currencies | -16,257 | 4,853 |
Increase in cash and cash equivalents during the period | 114,920 | 44,909 |
Cash and cash equivalents at beginning of the period | 427,890 | 470,445 |
Cash and cash equivalents at end of the period | 542,810 | 515,354 |
Spicer Corporation [Member] | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | -222 | 0 |
Cordys Holding BV [Member] | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | $0 | ($30,588) |
Basis_Of_Presentation
Basis Of Presentation | 6 Months Ended |
Dec. 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 Open Text South Africa Proprietary Ltd. (OT South Africa), GXS, Inc. (GXS Korea) and EC1 Pte. Ltd. (GXS Singapore), which as of December 31, 2014, were 90%, 85% and 81% owned, respectively, by OpenText. | |
Throughout this Quarterly Report on Form 10-Q: (i) the term “Fiscal 2015” means our fiscal year beginning on July 1, 2014 and ending June 30, 2015; (ii) the term “Fiscal 2014” means our fiscal year beginning on July 1, 2013 and ending June 30, 2014; (iii) the term “Fiscal 2013” means our fiscal year beginning on July 1, 2012 and ending June 30, 2013; and (iv) the term “Fiscal 2012” means our fiscal year beginning on July 1, 2011 and ending June 30, 2012. | |
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. | |
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 unaudited 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 obligations 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 | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Recent Accounting Pronouncements |
Disclosure of Going Concern Uncertainties: | |
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15 "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" (ASU 2014-15). ASU 2014-15 provides guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. ASU 2014-15 is effective for our fiscal year ending June 30, 2017, with early adoption permitted. We do not believe the pending adoption of ASU 2014-15 will have a material impact on our consolidated financial statements. | |
Revenue Recognition | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606” (ASU 2014-09). This update supersedes the revenue recognition requirements in Accounting Standard Codification (ASC) Topic 605, "Revenue Recognition" and nearly all other existing revenue recognition guidance under U.S. GAAP. The core principal of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 identifies five steps to be followed to achieve this core principal, which includes (i) identifying contract(s) with customers, (ii) identifying performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract(s) and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for us in the first quarter of our fiscal year ending June 30, 2018. Early adoption is not permitted. When applying ASU 2014-09 we can either apply the amendments: (i) retrospectively to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09 or (ii) retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined within ASU 2014-09. We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements. |
Allowance_For_Doubtful_Account
Allowance For Doubtful Accounts | 6 Months Ended | |||
Dec. 31, 2014 | ||||
Allowance For Doubtful Accounts [Abstract] | ||||
Allowance For Doubtful Accounts | ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||
Balance as of June 30, 2014 | $ | 4,727 | ||
Bad debt expense | 2,740 | |||
Write-off /adjustments | (1,256 | ) | ||
Balance as of December 31, 2014 | $ | 6,211 | ||
Included in accounts receivable are unbilled receivables in the amount of $23.2 million as of December 31, 2014 (June 30, 2014—$41.7 million). |
Property_and_Equipment
Property and Equipment | 6 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||
Property and Equipment | PROPERTY AND EQUIPMENT | |||||||||||
As of December 31, 2014 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 16,592 | $ | (10,103 | ) | $ | 6,489 | |||||
Office equipment | 1,586 | (846 | ) | 740 | ||||||||
Computer hardware | 105,297 | (63,501 | ) | 41,796 | ||||||||
Computer software | 30,798 | (14,251 | ) | 16,547 | ||||||||
Capitalized software development costs | 30,858 | (3,959 | ) | 26,899 | ||||||||
Leasehold improvements | 47,362 | (26,927 | ) | 20,435 | ||||||||
Land and buildings | 47,469 | (6,534 | ) | 40,935 | ||||||||
Total | $ | 279,962 | $ | (126,121 | ) | $ | 153,841 | |||||
As of June 30, 2014 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 16,089 | $ | (8,856 | ) | $ | 7,233 | |||||
Office equipment | 1,573 | (869 | ) | 704 | ||||||||
Computer hardware | 90,469 | (55,433 | ) | 35,036 | ||||||||
Computer software | 28,556 | (10,656 | ) | 17,900 | ||||||||
Capitalized software development costs | 19,965 | (1,542 | ) | 18,423 | ||||||||
Leasehold improvements | 45,934 | (24,251 | ) | 21,683 | ||||||||
Land and buildings | 47,149 | (5,867 | ) | 41,282 | ||||||||
Total | $ | 249,735 | $ | (107,474 | ) | $ | 142,261 | |||||
Goodwill
Goodwill | 6 Months Ended | |||
Dec. 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, 2014: | ||||
Balance as of June 30, 2014 | $ | 1,963,557 | ||
Acquisition of GXS Group, Inc. (note 18) | (23,475 | ) | ||
Adjustments relating to prior acquisitions | $ | 222 | ||
Balance as of December 31, 2014 | $ | 1,940,304 | ||
Acquired_Intangible_Assets
Acquired Intangible Assets | 6 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Acquired Intangible Assets [Abstract] | ||||||||||||
Acquired Intangible Assets | ACQUIRED INTANGIBLE ASSETS | |||||||||||
As of December 31, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 696,014 | $ | (506,262 | ) | $ | 189,752 | |||||
Customer Assets | 858,360 | (410,452 | ) | 447,908 | ||||||||
Total | $ | 1,554,374 | $ | (916,714 | ) | $ | 637,660 | |||||
As of June 30, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 699,206 | $ | (473,043 | ) | $ | 226,163 | |||||
Customer Assets | 874,257 | (375,102 | ) | 499,155 | ||||||||
Total | $ | 1,573,463 | $ | (848,145 | ) | $ | 725,318 | |||||
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, | ||||||||||||
2015 (six months ended June 30) | $ | 86,691 | ||||||||||
2016 | 149,415 | |||||||||||
2017 | 132,222 | |||||||||||
2018 | 119,535 | |||||||||||
2019 and beyond | 149,797 | |||||||||||
Total | $ | 637,660 | ||||||||||
Other_Assets
Other Assets | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Assets, Noncurrent Disclosure [Abstract] | ||||||||
Other Assets | OTHER ASSETS | |||||||
As of December 31, 2014 | As of June 30, 2014 | |||||||
Debt issuance costs | $ | 18,962 | $ | 19,834 | ||||
Deposits and restricted cash | 12,335 | 14,251 | ||||||
Deferred implementation costs | 7,902 | 5,409 | ||||||
Cost basis investments | 9,261 | 7,276 | ||||||
Long-term prepaid expenses and other long-term assets | 9,363 | 5,271 | ||||||
Total | $ | 57,823 | $ | 52,041 | ||||
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. | ||||||||
Deferred implementation costs relate to deferred direct and relevant costs on implementation of long-term contracts, to the extent such costs can be recovered through guaranteed contract revenues. | ||||||||
Cost basis investments relate to investments for which the Company holds less than a 20% interest, is a limited partner and does not exert significant influence over operational or investment decisions. | ||||||||
Long-term prepaid expenses and other long-term assets primarily relate to advance payments on long-term licenses that are being amortized over the applicable terms of the licenses. |
Deferred_Charges_And_Credits
Deferred Charges And Credits | 6 Months Ended |
Dec. 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 | 6 Months Ended | |||||||
Dec. 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 December 31, 2014 | As of June 30, 2014 | |||||||
Accounts payable—trade | $ | 13,880 | $ | 16,025 | ||||
Accrued salaries and commissions | 57,801 | 80,991 | ||||||
Accrued liabilities | 110,089 | 121,558 | ||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | 9,844 | 11,694 | ||||||
Asset retirement obligations | 1,896 | 1,686 | ||||||
Total | $ | 193,510 | $ | 231,954 | ||||
Long-term accrued liabilities | ||||||||
As of December 31, 2014 | As of June 30, 2014 | |||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | $ | 2,006 | $ | 4,531 | ||||
Other accrued liabilities* | 24,234 | 29,331 | ||||||
Asset retirement obligations | 6,858 | 8,137 | ||||||
Total | $ | 33,098 | $ | 41,999 | ||||
* 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” (Topic 410). As of December 31, 2014, the present value of this obligation was $8.8 million (June 30, 2014—$9.8 million), with an undiscounted value of $9.3 million (June 30, 2014—$10.4 million). |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | |||||||
Dec. 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 December 31, 2014 | As of June 30, 2014 | |||||||
Total debt | ||||||||
Term Loan A | $ | 491,250 | $ | 513,750 | ||||
Term Loan B | 792,000 | 796,000 | ||||||
Mortgage | 8,539 | 9,582 | ||||||
1,291,789 | 1,319,332 | |||||||
Less: | ||||||||
Current portion of long-term debt | ||||||||
Term Loan A | 48,750 | 45,000 | ||||||
Term Loan B | 8,000 | 8,000 | ||||||
Mortgage | 8,539 | 9,582 | ||||||
65,289 | 62,582 | |||||||
Non-current portion of long-term debt | $ | 1,226,500 | $ | 1,256,750 | ||||
Term Loan A and Revolver | ||||||||
As of December 31, 2014, one of our credit facilities consisted of a $600 million term loan facility (Term Loan A) and a $300 million committed revolving credit facility (the Revolver), together defined as the "2011 Credit Agreement". We entered into a second amendment to the 2011 Credit Agreement (the Second Amendment) on December 22, 2014 whereby the 2011 Credit Agreement was amended to, among other things, (i) increase the total commitments under the Revolver to $300 million from $100 million, (ii) reduce the interest rate margin for the Revolver, (iii) extend the maturity date of the Revolver to December 22, 2019, (iv) make certain technical and other amendments to the 2011 Credit Agreement and (v) provide for the further amendment and restatement of the 2011 Credit Agreement in the event of certain circumstances and the satisfaction of certain conditions precedent (which were satisfied upon the repayment of Term Loan A). | ||||||||
Borrowings under Term Loan A and the Revolver 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 had a five year term and repayments made under Term Loan A were 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. Term Loan A bore interest at a floating rate of LIBOR plus a fixed amount, depending on our consolidated leverage ratio. As of December 31, 2014, this fixed amount was 2.5%. | ||||||||
For the three and six months ended December 31, 2014, we recorded interest expense of $3.4 million and $7.1 million, respectively, relating to Term Loan A (three and six months ended December 31, 2013—$3.4 million and $6.9 million, respectively). | ||||||||
The Revolver will mature on December 22, 2019 with no fixed repayment date prior to the end of the term. As of December 31, 2014, we have not drawn any amounts on the Revolver. | ||||||||
On January 15, 2015, we used a portion of the net proceeds of the offering of our 5.625% Senior Notes due 2023 (the notes), as described below, to repay in full the outstanding Term Loan A. | ||||||||
For further details on recent developments related to the 2011 Credit Agreement, see note 22 "Subsequent Events - Senior Unsecured Fixed Rate Notes and Repayment of Term Loan A" and "Second Amendment to 2011 Credit Agreement". | ||||||||
Term Loan B | ||||||||
In connection with the acquisition of GXS Group, Inc. (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 (prior to the repayment of Term Loan A) and the Revolver. 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 six months ended December 31, 2014, we recorded interest expense of $6.6 million and $13.2 million, respectively, relating to Term Loan B. | ||||||||
Mortgage | ||||||||
We currently have an "open" mortgage with a Canadian bank where we can pay all or a portion of the mortgage on or before August 1, 2015. 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 approximately Canadian $0.1 million with a final lump sum principal payment due on maturity. The mortgage is secured by a lien on our headquarters in Waterloo, Ontario, Canada. We first entered into this mortgage in December 2005. | ||||||||
As of December 31, 2014, the carrying value of the mortgage was approximately $8.5 million (June 30, 2014—$9.6 million). | ||||||||
As of December 31, 2014, the carrying value of the Waterloo building that secures the mortgage was $15.5 million (June 30, 2014—$15.6 million). | ||||||||
For the three and six months ended December 31, 2014, we recorded interest expense of approximately $0.1 million and $0.2 million, respectively, relating to the mortgage (three and six months ended December 31, 2013—$0.1 million and $0.2 million, respectively). |
Pension_Plans_And_Other_Post_R
Pension Plans And Other Post Retirement Benefits | 6 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 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), GXS GmbH (GXS GER) and GXS Philippines, Inc. (GXS PHP) as of December 31, 2014 and June 30, 2014: | |||||||||||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||||||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||||||||||||||||||
CDT defined benefit plan | $ | 31,119 | $ | 585 | $ | 30,534 | |||||||||||||||||||||||||||
GXS Germany defined benefit plan | 26,445 | 846 | 25,599 | ||||||||||||||||||||||||||||||
GXS Philippines defined benefit plan | 6,502 | 18 | 6,484 | ||||||||||||||||||||||||||||||
Other plans | 2,834 | 105 | 2,729 | ||||||||||||||||||||||||||||||
Total | $ | 66,900 | $ | 1,554 | $ | 65,346 | |||||||||||||||||||||||||||
As of June 30, 2014 | |||||||||||||||||||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||||||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||||||||||||||||||
CDT defined benefit plan | $ | 29,344 | $ | 634 | $ | 28,710 | |||||||||||||||||||||||||||
GXS Germany defined benefit plan | 24,182 | 917 | 23,265 | ||||||||||||||||||||||||||||||
GXS Philippines defined benefit plan | 5,276 | — | 5,276 | ||||||||||||||||||||||||||||||
Other plans | 3,148 | 99 | 3,049 | ||||||||||||||||||||||||||||||
Total | $ | 61,950 | $ | 1,650 | $ | 60,300 | |||||||||||||||||||||||||||
* | The current portion of the benefit obligation has been included within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||
Defined Benefit Plans | |||||||||||||||||||||||||||||||||
CDT 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. No contributions have been made since the inception of the plan. Actuarial gains or 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 December 31, 2014, there is approximately $0.2 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 next fiscal year. | |||||||||||||||||||||||||||||||||
GXS Germany 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 GER plan has been closed to new participants since 2006. Benefits under the GXS GER 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. No contributions have been made since the inception of the plan. If actuarial gains or losses are in excess of 10% of the projected benefit obligation, such gains or 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. All information presented below for the GXS GER plan is presented for the period indicated, starting on January 16, 2014, when such plan was assumed by us with the acquisition of GXS. | |||||||||||||||||||||||||||||||||
GXS Philippines Plan | |||||||||||||||||||||||||||||||||
As part of our acquisition of GXS, we acquired a primarily 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 PHP 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. Aside from an initial contribution which had a fair value of approximately $36.0 thousand as of December 31, 2014, no additional contributions have been made since the inception of the plan. If actuarial gains or losses are in excess of 10% of the projected benefit obligation, such gains or 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. All information presented below for the GXS PHP plan is presented for the period indicated, starting on January 16, 2014, when such plan was assumed by us with the acquisition of GXS. | |||||||||||||||||||||||||||||||||
The following are the details of the change in the benefit obligation for each of the above mentioned pension plans for the periods indicated: | |||||||||||||||||||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | Total | CDT | GXS GER | GXS PHP | Total | ||||||||||||||||||||||||||
Benefit obligation—beginning of period | $ | 29,344 | $ | 24,182 | $ | 5,276 | $ | 58,802 | $ | 23,871 | $ | 23,637 | * | $ | 5,182 | * | $ | 52,690 | |||||||||||||||
Service cost | 240 | 157 | 697 | 1,094 | 458 | 173 | 724 | 1,355 | |||||||||||||||||||||||||
Interest cost | 390 | 372 | 135 | 897 | 877 | 408 | 125 | 1,410 | |||||||||||||||||||||||||
Benefits paid | (272 | ) | (421 | ) | (23 | ) | (716 | ) | (522 | ) | (461 | ) | (66 | ) | (1,049 | ) | |||||||||||||||||
Actuarial (gain) loss | 4,535 | 4,716 | 525 | 9,776 | 3,595 | 452 | (818 | ) | 3,229 | ||||||||||||||||||||||||
Foreign exchange (gain) loss | (3,118 | ) | (2,561 | ) | (108 | ) | (5,787 | ) | 1,065 | (27 | ) | 129 | 1,167 | ||||||||||||||||||||
Benefit obligation—end of period | 31,119 | 26,445 | 6,502 | 64,066 | 29,344 | 24,182 | 5,276 | 58,802 | |||||||||||||||||||||||||
Less: Current portion | (585 | ) | (846 | ) | (18 | ) | (1,449 | ) | (634 | ) | (917 | ) | — | (1,551 | ) | ||||||||||||||||||
Non-current portion of benefit obligation | $ | 30,534 | $ | 25,599 | $ | 6,484 | $ | 62,617 | $ | 28,710 | $ | 23,265 | $ | 5,276 | $ | 57,251 | |||||||||||||||||
* Beginning benefit obligation as of January 16, 2014. | |||||||||||||||||||||||||||||||||
The following are details of net pension expense relating to the following pension plans: | |||||||||||||||||||||||||||||||||
Three Months Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | Total | CDT | GXS GER | GXS PHP | Total | ||||||||||||||||||||||||||
Pension expense: | |||||||||||||||||||||||||||||||||
Service cost | $ | 118 | $ | 77 | $ | 357 | $ | 552 | $ | 115 | $ | — | $ | — | $ | 115 | |||||||||||||||||
Interest cost | 191 | 182 | 68 | 441 | 219 | — | — | 219 | |||||||||||||||||||||||||
Amortization of actuarial gains and losses | 105 | — | — | 105 | 69 | — | — | 69 | |||||||||||||||||||||||||
Net pension expense | $ | 414 | $ | 259 | $ | 425 | $ | 1,098 | $ | 403 | $ | — | $ | — | $ | 403 | |||||||||||||||||
Six Months Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | Total | CDT | GXS GER | GXS PHP | Total | ||||||||||||||||||||||||||
Pension expense: | |||||||||||||||||||||||||||||||||
Service cost | $ | 240 | $ | 157 | $ | 697 | $ | 1,094 | $ | 228 | $ | — | $ | — | $ | 228 | |||||||||||||||||
Interest cost | 390 | 372 | 135 | 897 | 436 | — | — | 436 | |||||||||||||||||||||||||
Amortization of actuarial gains and losses | 214 | — | — | 214 | 138 | — | — | 138 | |||||||||||||||||||||||||
Net pension expense | $ | 844 | $ | 529 | $ | 832 | $ | 2,205 | $ | 802 | $ | — | $ | — | $ | 802 | |||||||||||||||||
In determining the fair value of the pension plan benefit obligations as of December 31, 2014 and June 30, 2014, respectively, we used the following weighted-average key assumptions: | |||||||||||||||||||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | CDT | GXS GER | GXS PHP | ||||||||||||||||||||||||||||
Assumptions: | |||||||||||||||||||||||||||||||||
Salary increases | 2.50% | 2.00% | 7.00% | 2.50% | 2.00% | 7.00% | |||||||||||||||||||||||||||
Pension increases | 2.00% | 2.00% | 6.00% | 2.00% | 2.00% | 6.00% | |||||||||||||||||||||||||||
Discount rate | 2.00% | 2.15% | 4.50% | 2.90% | 3.00% | 5.15% | |||||||||||||||||||||||||||
Normal retirement age | N/A | 65-67 | 60 | N/A | 65-67 | 60 | |||||||||||||||||||||||||||
Employee fluctuation rate: | |||||||||||||||||||||||||||||||||
to age 30 | 1.00% | N/A | N/A | 1.00% | N/A | N/A | |||||||||||||||||||||||||||
to age 35 | 0.50% | N/A | N/A | 0.50% | N/A | N/A | |||||||||||||||||||||||||||
to age 40 | —% | N/A | N/A | —% | N/A | N/A | |||||||||||||||||||||||||||
to age 45 | 0.50% | N/A | N/A | 0.50% | N/A | N/A | |||||||||||||||||||||||||||
to age 50 | 0.50% | N/A | N/A | 0.50% | N/A | N/A | |||||||||||||||||||||||||||
from age 51 | 1.00% | N/A | N/A | 1.00% | N/A | N/A | |||||||||||||||||||||||||||
Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows: | |||||||||||||||||||||||||||||||||
Fiscal years ending June 30, | |||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | |||||||||||||||||||||||||||||||
2015 (six months ended June 30) | $ | 292 | $ | 424 | $ | 9 | |||||||||||||||||||||||||||
2016 | 630 | 876 | 25 | ||||||||||||||||||||||||||||||
2017 | 695 | 945 | 35 | ||||||||||||||||||||||||||||||
2018 | 747 | 1,021 | 46 | ||||||||||||||||||||||||||||||
2019 | 820 | 1,063 | 83 | ||||||||||||||||||||||||||||||
2020 to 2024 | 5,874 | 6,415 | 1,152 | ||||||||||||||||||||||||||||||
Total | $ | 9,058 | $ | 10,744 | $ | 1,350 | |||||||||||||||||||||||||||
Other Plans | |||||||||||||||||||||||||||||||||
Other plans include defined benefit pension plans that are offered by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. These other plans are primarily unfunded, with the aggregate projected benefit obligation included in our pension liability. The net periodic cost of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. |
Share_Capital_Option_Plans_And
Share Capital, Option Plans And Share-Based Payments | 6 Months Ended | |||||||||||||||||||||||
Dec. 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 | ||||||||||||||||||||||||
For the three and six months ended December 31, 2014, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.1725 and $0.3450, respectively, per Common Share, in the amount of $21.1 million and $42.1 million, respectively, which we paid during the same period. | ||||||||||||||||||||||||
For the three and six months ended December 31, 2013, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.15 and $0.30, respectively, per Common Share, in the amount of $17.7 million and $35.5 million, respectively, 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 | ||||||||||||||||||||||||
Repurchase | ||||||||||||||||||||||||
During the three and six months ended December 31, 2014 and 2013, we did not repurchase any of our Common Shares for potential reissuance under our Long Term Incentive Plans (LTIP) or otherwise. | ||||||||||||||||||||||||
Reissuance | ||||||||||||||||||||||||
During the three and six months ended December 31, 2014, we reissued 355,553 Common Shares from treasury stock (three and six months ended December 31, 2013—388,342 Common Shares). For more details on this, see "Long Term Incentive Plans" below. | ||||||||||||||||||||||||
Share-Based Payments | ||||||||||||||||||||||||
Total share-based compensation expense for the periods indicated below is detailed as follows: | ||||||||||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Stock options | $ | 2,845 | $ | 1,653 | $ | 5,414 | $ | 3,010 | ||||||||||||||||
Performance Share Units (issued under LTIP) | 554 | 876 | 1,145 | 3,044 | ||||||||||||||||||||
Restricted Share Units (issued under LTIP) | 1,361 | 515 | 2,104 | 1,119 | ||||||||||||||||||||
Restricted Share Units (fully vested) | — | 3,300 | — | 3,300 | ||||||||||||||||||||
Restricted Share Units (other) | 169 | 126 | 244 | 342 | ||||||||||||||||||||
Deferred Share Units (directors) | — | 207 | 471 | 474 | ||||||||||||||||||||
Total share-based compensation expense | $ | 4,929 | $ | 6,677 | $ | 9,378 | $ | 11,289 | ||||||||||||||||
Summary of Outstanding Stock Options | ||||||||||||||||||||||||
As of December 31, 2014, options to purchase an aggregate of 4,178,091 Common Shares were outstanding and 3,402,267 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 six months ended December 31, 2014 is as follows: | ||||||||||||||||||||||||
Options | Weighted- | Weighted- | Aggregate Intrinsic Value | |||||||||||||||||||||
Average Exercise | Average | ($’000s) | ||||||||||||||||||||||
Price | Remaining | |||||||||||||||||||||||
Contractual Term | ||||||||||||||||||||||||
(years) | ||||||||||||||||||||||||
Outstanding at June 30, 2014 | 4,273,226 | $ | 36.35 | |||||||||||||||||||||
Granted | 600,910 | 55 | ||||||||||||||||||||||
Exercised | (291,278 | ) | 26.24 | |||||||||||||||||||||
Forfeited or expired | (404,767 | ) | 38.44 | |||||||||||||||||||||
Outstanding at December 31, 2014 | 4,178,091 | $ | 39.53 | 5.13 | $ | 78,254 | ||||||||||||||||||
Exercisable at December 31, 2014 | 852,684 | $ | 25.02 | 3.21 | $ | 28,342 | ||||||||||||||||||
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" (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 December 31, | Six Months Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Weighted–average fair value of options granted | $ | 12.94 | $ | 10.03 | $ | 13.84 | $ | 9.08 | ||||||||||||||||
Weighted-average assumptions used: | ||||||||||||||||||||||||
Expected volatility | 32 | % | 32 | % | 32 | % | 32 | % | ||||||||||||||||
Risk–free interest rate | 1.34 | % | 1.15 | % | 1.45 | % | 1.17 | % | ||||||||||||||||
Expected dividend yield | 1.27 | % | 1.4 | % | 1.19 | % | 1.6 | % | ||||||||||||||||
Expected life (in years) | 4.33 | 4.36 | 4.33 | 4.36 | ||||||||||||||||||||
Forfeiture rate (based on historical rates) | 5 | % | 5 | % | 5 | % | 5 | % | ||||||||||||||||
Average exercise share price | $ | 52.42 | $ | 41.61 | $ | 55 | $ | 38.09 | ||||||||||||||||
As of December 31, 2014, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $32.3 million, which will be recognized over a weighted-average period of approximately 3 years. | ||||||||||||||||||||||||
No cash was used by us to settle equity instruments granted under share-based compensation arrangements. | ||||||||||||||||||||||||
We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. | ||||||||||||||||||||||||
For the three and six months ended December 31, 2014, cash in the amount of $1.3 million and $7.6 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2014 from the exercise of options eligible for a tax deduction was $0.3 million and $0.8 million, respectively. | ||||||||||||||||||||||||
For the three and six months ended December 31, 2013, cash in the amount of $3.0 million and $4.2 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2013 from the exercise of options eligible for a tax deduction was $0.5 million and $0.6 million, respectively. | ||||||||||||||||||||||||
Long-Term Incentive Plans | ||||||||||||||||||||||||
We incentivize our executive officers, in part, with long term compensation pursuant to our LTIP. The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (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 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 grants were based solely on market conditions. We met these performance conditions and settled Fiscal 2014 LTIP by issuing 355,553 Common Shares from our treasury stock, with a cost of approximately $8.5 million. | ||||||||||||||||||||||||
Grants made in Fiscal 2013 under the LTIP (collectively referred to as Fiscal 2015 LTIP) took effect in Fiscal 2013 starting on November 2, 2012 for the RSUs and December 3, 2012 for the PSUs. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. RSUs granted are employee service-based awards and vest over the life of the 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 are employee service-based awards and vest over the life of the Fiscal 2016 LTIP. We expect to settle the Fiscal 2016 LTIP awards in stock. | ||||||||||||||||||||||||
Grants made in Fiscal 2015 under the LTIP (collectively referred to as Fiscal 2017 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2015 starting on September 4, 2014. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2017 LTIP. We expect to settle the Fiscal 2017 LTIP awards in stock. | ||||||||||||||||||||||||
PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with 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 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 December 31, | Six Months Ended December 31, | |||||||||||||||||||||||
Grants Made | Equity Instrument | Grant Date | End Date | Expected Total LTIP Expense | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Under LTIP | ||||||||||||||||||||||||
Fiscal 2013 LTIP | PSU | 10/29/10 | 9/15/13 | 6,489 | — | — | — | 215 | ||||||||||||||||
Fiscal 2014 LTIP | PSU | 2/3/12 | 9/15/14 | 7,838 | — | 591 | 420 | 1,961 | ||||||||||||||||
Fiscal 2015 LTIP | PSU | 12/3/12 | 9/15/15 | 2,289 | 168 | 169 | 167 | 752 | ||||||||||||||||
Fiscal 2015 LTIP | RSU | 11/2/12 | 9/15/15 | 3,772 | 320 | 245 | 531 | 849 | ||||||||||||||||
Fiscal 2016 LTIP | PSU | 11/1/13 | 9/15/16 | 1,487 | 83 | 116 | 168 | 116 | ||||||||||||||||
Fiscal 2016 LTIP | RSU | 11/1/13 | 9/15/16 | 4,056 | 327 | 270 | 656 | 270 | ||||||||||||||||
Fiscal 2016 LTIP | RSU (fully vested) | 11/18/13 | 11/18/13 | — | — | 3,300 | — | 3,300 | ||||||||||||||||
Fiscal 2017 LTIP | PSU | 9/4/14 | 9/15/17 | 3,816 | 303 | — | 390 | — | ||||||||||||||||
Fiscal 2017 LTIP | RSU | 9/4/14 | 9/15/17 | 8,592 | 714 | — | 917 | — | ||||||||||||||||
$ | 38,339 | $ | 1,915 | $ | 4,691 | $ | 3,249 | $ | 7,463 | |||||||||||||||
Of the total expected LTIP expense of $38.3 million noted in the table above, $22.6 million has been recognized to date and the remaining expected total compensation cost of $15.7 million is expected to be recognized over a weighted average period of 2.1 years. | ||||||||||||||||||||||||
Restricted Share Units (RSUs) | ||||||||||||||||||||||||
During the three and six months ended December 31, 2014, we granted 2,500 and 15,000 RSUs, respectively, to certain employees in accordance with their employment agreements. The RSUs will vest equally over three years. We expect to settle the awards in stock. | ||||||||||||||||||||||||
Deferred Stock Units (DSUs) | ||||||||||||||||||||||||
During the three and six months ended December 31, 2014, we granted nil and 398 DSUs, respectively, to certain non-employee directors (three and six months ended December 31, 2013—28,476 and 28,962, respectively, on a post stock-split basis). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for directors fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board. | ||||||||||||||||||||||||
Employee Share Purchase Plan (ESPP) | ||||||||||||||||||||||||
During the three and six months ended December 31, 2014, cash in the amount of approximately $0.7 million and $1.5 million was received from employees that will be used to purchase Common Shares in future periods (three and six months ended December 31, 2013—$0.6 million and $1.3 million). |
Guarantees_And_Contingencies
Guarantees And Contingencies | 6 Months Ended | |||||||||||||||||||
Dec. 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 | January 1, 2015— | July 1, 2015— | July 1, 2017— | July 1, 2019 | ||||||||||||||||
June 30, 2015 | June 30, 2017 | June 30, 2019 | and beyond | |||||||||||||||||
Long-term debt obligations* | $ | 1,467,407 | $ | 46,340 | $ | 560,353 | $ | 66,417 | $ | 794,297 | ||||||||||
Operating lease obligations** | 185,639 | 23,925 | 68,741 | 46,785 | 46,188 | |||||||||||||||
Purchase obligations | 21,360 | 6,391 | 14,325 | 644 | — | |||||||||||||||
$ | 1,674,406 | $ | 76,656 | $ | 643,419 | $ | 113,846 | $ | 840,485 | |||||||||||
*See note 22 “Subsequent Events - Senior Unsecured Fixed Rate Notes and Repayment of Term Loan A” and “Second Amended and Restated Credit Agreement”. | ||||||||||||||||||||
**Net of $3.6 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. | ||||||||||||||||||||
See note 22 “Subsequent Events - Senior Unsecured Fixed Rate Notes and Repayment of Term Loan A” and “Second Amended and Restated Credit Agreement”. | ||||||||||||||||||||
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" (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 Topic 450-20. As of the date of this Quarterly Report on Form 10-Q, 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 for the potential applicability of telecommunications excise and franchise taxes to its New York State revenues for certain pre-acquisition EasyLink revenue. As of December 31, 2014 we have accrued approximately $6.3 million based on our revised estimate of the liability. | ||||||||||||||||||||
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 $2.5 million as of December 31, 2014. We currently have in place a bank guarantee in the amount of $3.4 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 $7.5 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 city of Bangalore. 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. | ||||||||||||||||||||
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 Quarterly Report on Form 10-Q, 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" in our Annual Report on Form 10-K for our fiscal year ended June 30, 2014. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||||||||||
Dec. 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 six months ended December 31, 2014 and 2013, we recognized the following amounts as income tax-related interest expense and penalties: | |||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense | 1,507 | 1,904 | $ | 3,511 | $ | 4,232 | |||||||||||
Penalties expense (recoveries) | (343 | ) | (78 | ) | (295 | ) | 160 | ||||||||||
Total | $ | 1,164 | $ | 1,826 | $ | 3,216 | $ | 4,392 | |||||||||
As of December 31, 2014 and June 30, 2014, the following amounts have been accrued on account of income tax-related interest expense and penalties: | |||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||
Interest expense accrued * | $ | 29,048 | $ | 26,235 | |||||||||||||
Penalties accrued * | $ | 6,856 | $ | 7,858 | |||||||||||||
* | These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets. | ||||||||||||||||
We believe that it is reasonably possible that the gross unrecognized tax benefits, as of December 31, 2014, could decrease tax expense in the next 12 months by $25.9 million, relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions. | |||||||||||||||||
Our four most significant tax jurisdictions are Canada, the United States, Luxembourg and Germany. Our tax filings remain subject to 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, Japan 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 audits 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 December 31, 2014, we have provided $8.5 million (June 30, 2014—$7.6 million) in respect of both additional foreign withholding taxes or deferred income tax liabilities for temporary differences related to the undistributed earnings of certain non-United States subsidiaries, and planned periodic repatriations from certain United States and Luxembourg subsidiaries, that will be subject to withholding taxes upon distribution. We have not provided for additional foreign withholding taxes or deferred income tax liabilities related to undistributed earnings of all other non-Canadian 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. | |||||||||||||||||
The effective GAAP tax rate (which is the provision for taxes expressed as a percentage of income before taxes) decreased to 19.7% for the three months ended December 31, 2014, from 23.7% for the three months ended December 31, 2013, primarily due to a decrease in the net change in valuation allowance in the amount of $0.8 million, a decrease in the net expense of unrecognized tax benefits with related interest and penalties in the amount of $0.6 million, and a decrease in the impact of adjustments on filing of tax returns in the amount of $2.1 million. The remainder of the differences are due to normal course movements and non-material items. | |||||||||||||||||
The effective GAAP tax rate (which is the provision for taxes expressed as a percentage of income before taxes) decreased to 20.4% for the six months ended December 31, 2014, from 29.7% for the six months ended December 31, 2013, primarily due to a decrease in the net change in valuation allowance in the amount of $2.8 million, a decrease in the net expense of unrecognized tax benefits with related interest and penalties in the amount of $1.8 million, and a decrease in the impact of adjustments on filing of tax returns in the amount of $2.4 million. The remainder of the differences are due to normal course movements and non-material items. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS | |||||||||||||||||||||||||||
ASC Topic 820 “Fair Value Measurements and Disclosures” (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, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: | ||||||||||||||||||||||||||||
• | Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. | |||||||||||||||||||||||||||
• | Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||||||||||||
• | Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. | |||||||||||||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis: | ||||||||||||||||||||||||||||
Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2014 and June 30, 2014: | ||||||||||||||||||||||||||||
December 31, 2014 | June 30, 2014 | |||||||||||||||||||||||||||
Fair Market Measurements using: | Fair Market Measurements using: | |||||||||||||||||||||||||||
December 31, 2014 | Quoted prices | Significant | Significant | June 30, 2014 | 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: | ||||||||||||||||||||||||||||
Marketable securities* | $ | 9,539 | $ | 9,539 | n/a | n/a | $ | — | $ | — | n/a | n/a | ||||||||||||||||
Derivative financial instrument asset (note 16) | $ | — | n/a | — | n/a | $ | 756 | n/a | $ | 756 | n/a | |||||||||||||||||
$ | 9,539 | $ | 9,539 | — | n/a | $ | 756 | $ | — | $ | 756 | n/a | ||||||||||||||||
Financial Liabilities: | ||||||||||||||||||||||||||||
Derivative financial instrument liability (note 16) | $ | (3,624 | ) | n/a | $ | (3,624 | ) | n/a | $ | — | n/a | $ | — | n/a | ||||||||||||||
$ | (3,624 | ) | n/a | $ | (3,624 | ) | n/a | $ | — | n/a | $ | — | n/a | |||||||||||||||
*Marketable securities relate to our investment in Actuate Corporation, a company we acquired on January 16, 2015. For more details relating to this acquisition see note 22 "Subsequent Events - Acquisition of Actuate Corporation". | ||||||||||||||||||||||||||||
Our valuation technique used to measure the fair values of our marketable securities were derived from quoted market prices as an active market for these securities exist. 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 Condensed Consolidated Financial Statements at an amount that approximates their fair value (a Level 2 measurement) due to their short maturities. | ||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||||||||||||||
We measure certain assets at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the three and six months ended December 31, 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 six months ended December 31, 2014 and 2013, we did not have any transfers in or out of Level 1, Level 2 or Level 3. |
Derivative_Instruments_And_Hed
Derivative Instruments And Hedging Activities | 6 Months Ended | ||||||||||||||||||||||||
Dec. 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 hedging programs with Canadian chartered banks 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” (Topic 815). As the critical terms of the hedging instrument, and of the entire hedged forecasted transaction, are the same, in accordance with Topic 815 we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within other comprehensive income. The fair value of the contracts, as of December 31, 2014, is recorded within “Accounts payable and accrued liabilities”. | |||||||||||||||||||||||||
As of December 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, 2014—$99.6 million). | |||||||||||||||||||||||||
Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance | |||||||||||||||||||||||||
The effect of these derivative instruments on our Condensed 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 Condensed Consolidated Balance Sheets (see note 15) | |||||||||||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||||||||||
Derivatives | Balance Sheet Location | Fair Value | Fair Value | ||||||||||||||||||||||
Asset (Liability) | Asset (Liability) | ||||||||||||||||||||||||
Foreign currency forward contracts designated as cash flow hedges | Prepaid expenses and other assets (Accounts payable and accrued liabilities) | $ | (3,624 | ) | $ | 756 | |||||||||||||||||||
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | |||||||||||||||||||||||||
Three and Six Months Ended December 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 December 31, 2014 | Six Months Ended December 31, 2014 | Three Months Ended December 31, 2014 | Six Months Ended December 31, 2014 | Three Months Ended December 31, 2014 | Six Months Ended December 31, 2014 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (1,791 | ) | $ | (5,737 | ) | Operating | $ | (1,285 | ) | $ | (1,357 | ) | N/A | — | — | |||||||||
expenses | |||||||||||||||||||||||||
Three and Six Months Ended December 31, 2013 | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of | Amount of Gain or | Location of | Amount of Gain or | ||||||||||||||||||||
Hedging Relationship | Recognized in OCI on | Gain or (Loss) | (Loss) Reclassified from | Gain or | (Loss) Recognized in | ||||||||||||||||||||
Derivatives | Reclassified | Accumulated OCI into | (Loss) | Income on Derivatives | |||||||||||||||||||||
(Effective | from | Income (Effective | Recognized | (Ineffective Portion | |||||||||||||||||||||
Portion) | Accumulated | Portion) | in Income on | and Amount Excluded | |||||||||||||||||||||
OCI into | Derivatives | from Effectiveness | |||||||||||||||||||||||
Income | (Ineffective | Testing) | |||||||||||||||||||||||
(Effective | Portion and | ||||||||||||||||||||||||
Portion) | Amount | ||||||||||||||||||||||||
Excluded | |||||||||||||||||||||||||
from | |||||||||||||||||||||||||
Effectiveness | |||||||||||||||||||||||||
Testing) | |||||||||||||||||||||||||
Three Months Ended December 31, 2013 | Six Months Ended December 31, 2013 | Three Months Ended December 31, 2013 | Six Months Ended December 31, 2013 | Three Months Ended December 31, 2013 | Six Months Ended December 31, 2013 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (1,950 | ) | $ | 118 | Operating | $ | (801 | ) | $ | (1,595 | ) | N/A | — | — | ||||||||||
expenses |
Special_Charges
Special Charges | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Restructuring, Settlement and Impairment Provisions [Abstract] | |||||||||||||||||
Special Charges | SPECIAL CHARGES (RECOVERIES) | ||||||||||||||||
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 December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
OpenText/GXS Restructuring Plan | $ | 1,386 | $ | — | $ | 4,192 | $ | — | |||||||||
Restructuring Plans prior to OpenText/GXS Restructuring Plan | (412 | ) | 1,821 | (325 | ) | 6,617 | |||||||||||
Acquisition-related costs | 2,342 | 4,434 | 2,778 | 5,738 | |||||||||||||
Other charges (recoveries) | (9,075 | ) | 13 | (8,235 | ) | (2,356 | ) | ||||||||||
Total | $ | (5,759 | ) | $ | 6,268 | $ | (1,590 | ) | $ | 9,999 | |||||||
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. These charges require 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. | |||||||||||||||||
As of December 31, 2014, we expect total costs to be incurred in conjunction with the OpenText/GXS Restructuring Plan to be approximately $30.0 million, of which $23.5 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 current fiscal year. | |||||||||||||||||
A reconciliation of the beginning and ending liability for the six months ended December 31, 2014 is shown below. | |||||||||||||||||
OpenText/GXS Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2014 | $ | 5,051 | $ | 6,028 | $ | 11,079 | |||||||||||
Accruals and adjustments | 4,781 | (589 | ) | 4,192 | |||||||||||||
Cash payments | (4,236 | ) | (1,573 | ) | (5,809 | ) | |||||||||||
Foreign exchange | (391 | ) | (224 | ) | (615 | ) | |||||||||||
Balance as of December 31, 2014 | $ | 5,205 | $ | 3,642 | $ | 8,847 | |||||||||||
Acquisition-related costs | |||||||||||||||||
Included within Special charges for the three and six months ended December 31, 2014 are costs incurred directly in relation to acquisitions in the amount of $2.2 million and $2.5 million, respectively (three and six months ended December 31, 2013—$4.1 million and $5.0 million, respectively). Additionally, we incurred costs relating to financial advisory, legal, valuation and audit services and other miscellaneous costs necessary to integrate acquired companies into our organization for the three and six months ended December 31, 2014 in the amount of $0.1 million and $0.3 million, respectively (three and six months ended December 31, 2013—$0.3 million and $0.7 million, respectively). | |||||||||||||||||
Other charges | |||||||||||||||||
Included within "Other charges" for the three and six months ended December 31, 2014 is a net recovery of $9.1 million and $8.2 million, respectively. During the current quarter we have reversed $9.8 million relating to certain pre-acquisition tax liabilities, including related interest, based on our revised estimate of the liability and, in certain cases, due to tax years becoming statute barred. | |||||||||||||||||
Included within "Other charges" for the three and six months ended December 31, 2013 is a net recovery of nil and $3.8 million, respectively, relating to a reduction of certain pre-acquisition tax liabilities, including related interest. This recovery was offset by a charge of $1.4 million relating to a settlement agreement reached in connection with the acquisition of IXOS Software AG in February 2004. |
Acquisitions
Acquisitions | 6 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Acquisitions | ACQUISITIONS | |||
Fiscal 2015 | ||||
There were no acquisitions made during the six months ended December 31, 2014. See note 22 “Subsequent Events - Acquisition of Informative Graphics Corporation” and “Acquisition of Actuate Corporation”. | ||||
Fiscal 2014 | ||||
GXS Group, Inc. | ||||
On January 16, 2014, we acquired GXS, a Delaware corporation and leader in cloud-based, business-to-business (B2B) integration. The acquisition combines 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 Topic 805 "Business Combinations" (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 consideration paid for GXS and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: | ||||
Cash consideration paid | $ | 1,101,874 | ||
Equity consideration paid | 116,777 | |||
Purchase consideration | $ | 1,218,651 | ||
Acquisition-related costs (included in Special charges in the Condensed Consolidated Statements of Income) | $ | 85 | ||
for the three months ended December 31, 2014 | ||||
Acquisition-related costs (included in Special charges in the Condensed Consolidated Statements of Income) | $ | 226 | ||
for the six months ended December 31, 2014 | ||||
As set forth in the purchase agreement, $60.0 million of the total cash consideration paid was provided to an escrow agent for indemnification purposes. During the three months ended December 31, 2014, $30.0 million of the total amount that was held in escrow was released. The remaining $30.0 million will remain in escrow, for indemnification purposes, until January 2016, pursuant to the purchase agreement. | ||||
Purchase Price Allocation | ||||
The 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. | ||||
Our purchase price allocation for GXS is as follows: | ||||
Current assets (inclusive of cash acquired of $24,382) | $ | 127,406 | ||
Non-current tangible assets | 36,139 | |||
Intangible customer assets | 364,600 | |||
Intangible technology assets | 123,200 | |||
Liabilities and non-controlling interest assumed | (105,459 | ) | ||
Total identifiable net assets | 545,886 | |||
Goodwill | 672,765 | |||
Net assets acquired | $ | 1,218,651 | ||
Adjustments made to goodwill since date of acquisition primarily include reductions of certain tax related liabilities based upon the determination of additional tax attributes available on acquisition. | ||||
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. |
Supplemental_Cash_Flow_Disclos
Supplemental Cash Flow Disclosures | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||||||
Supplemental Cash Flow Disclosures | SUPPLEMENTAL CASH FLOW DISCLOSURES | ||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cash paid during the period for interest | $ | 10,094 | * | $ | 3,764 | $ | 20,606 | * | $ | 7,500 | |||||||
Cash received during the period for interest | $ | 1,976 | $ | 1,260 | $ | 2,625 | $ | 1,782 | |||||||||
Cash paid during the period for income taxes | $ | 15,491 | $ | 11,162 | $ | 12,943 | $ | 15,715 | |||||||||
*We entered into Term Loan B on January 16, 2014 (see note 10). For the three and six months ended December 31, 2014, this amount includes $6.6 million and $13.2 million, respectively, of interest related to this new credit facility. |
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Earnings Per Share | EARNINGS 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 December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 74,287 | $ | 53,500 | $ | 138,913 | $ | 84,130 | |||||||||
Basic earnings per share attributable to OpenText | $ | 0.61 | $ | 0.45 | $ | 1.14 | $ | 0.71 | |||||||||
Diluted earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 74,287 | $ | 53,500 | $ | 138,913 | $ | 84,130 | |||||||||
Diluted earnings per share attributable to OpenText | $ | 0.6 | $ | 0.45 | $ | 1.13 | $ | 0.71 | |||||||||
Weighted-average number of shares outstanding | |||||||||||||||||
Basic | 122,051 | 118,272 | 121,984 | 118,200 | |||||||||||||
Effect of dilutive securities | 934 | 914 | 950 | 750 | |||||||||||||
Diluted | 122,985 | 119,186 | 122,934 | 118,950 | |||||||||||||
Excluded as anti-dilutive* | 1,931 | 226 | 1,783 | 470 | |||||||||||||
* Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 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 six months ended December 31, 2014, Mr. Stephen Sadler, a director, earned $10 thousand (six months ended December 31, 2013—$0.2 million) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
Senior Unsecured Fixed Rate Notes and Repayment of Term Loan A | |
On January 15, 2015, we issued $800.0 million in aggregate principal amount of our 5.625% Senior Notes due 2023 in a private placement to initial purchasers in connection with offerings pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes bear interest at a rate of 5.625% per annum and are payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. The notes will mature on January 15, 2023, unless earlier redeemed or repurchased. | |
On January 15, 2015, we used a portion of the net proceeds of the offering of the notes to repay in full the outstanding Term Loan A. We have added the remaining net proceeds of the offering to our cash balances for general corporate purposes, including potential future acquisitions. | |
Second Amended and Restated Credit Agreement | |
On January 15, 2015, concurrently with the closing of the offering of the notes and effective upon the repayment in full of Term Loan A, using a portion of the net proceeds of the offering, the 2011 Credit Agreement was amended and restated to, among other things, remove the provisions related to Term Loan A and modify certain provisions related to the incurrence of debt and liens and the making of acquisitions, investments and restricted payments, replace the covenants to maintain a "consolidated leverage" ratio of no more than 3:1 and a "consolidated interest coverage" ratio of 3:1 or more with a covenant to maintain a "consolidated net leverage" ratio of no more than 4:1, and make other changes, in each case, generally to conform with Term Loan B. | |
Cash Dividends | |
As part of our quarterly, non-cumulative cash dividend program, we declared, on January 26, 2015, a dividend of $0.1725 per Common Share. The record date for this dividend is February 26, 2015 and the payment date is March 19, 2015. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board of Directors. | |
Acquisition of Informative Graphics Corporation | |
On January 2, 2015, we closed the acquisition of Informative Graphics Corporation (IGC), based in Arizona, United States, for approximately $39.1 million, net of cash acquired. IGC is a leading developer of viewing, annotation, redaction and publishing commercial software. The results of operations of IGC will be consolidated with OpenText during the third quarter of Fiscal 2015, beginning on the date of closing. | |
Acquisition of Actuate Corporation | |
On January 16, 2015, we closed the acquisition of Actuate Corporation (Actuate), based in San Francisco, California, United States, in an all cash transaction for approximately $311.5 million, net of cash acquired. Prior to the acquisition closing, we purchased shares of Actuate in the open market with a fair market value of approximately $9.5 million as of December 31, 2014. Actuate is a leader in personalized analytics and insights and we believe the acquisition will compliment our OpenText Content Suite. The results of operations of Actuate will be consolidated with OpenText during the third quarter of Fiscal 2015, beginning on the date of closing. |
Allowance_For_Doubtful_Account1
Allowance For Doubtful Accounts (Tables) | 6 Months Ended | |||
Dec. 31, 2014 | ||||
Allowance For Doubtful Accounts [Abstract] | ||||
Changes In Carrying Amount Of Allowance For Doubtful Accounts | ||||
Balance as of June 30, 2014 | $ | 4,727 | ||
Bad debt expense | 2,740 | |||
Write-off /adjustments | (1,256 | ) | ||
Balance as of December 31, 2014 | $ | 6,211 | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||
Components Of Property and Equipment By Type | ||||||||||||
As of December 31, 2014 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 16,592 | $ | (10,103 | ) | $ | 6,489 | |||||
Office equipment | 1,586 | (846 | ) | 740 | ||||||||
Computer hardware | 105,297 | (63,501 | ) | 41,796 | ||||||||
Computer software | 30,798 | (14,251 | ) | 16,547 | ||||||||
Capitalized software development costs | 30,858 | (3,959 | ) | 26,899 | ||||||||
Leasehold improvements | 47,362 | (26,927 | ) | 20,435 | ||||||||
Land and buildings | 47,469 | (6,534 | ) | 40,935 | ||||||||
Total | $ | 279,962 | $ | (126,121 | ) | $ | 153,841 | |||||
As of June 30, 2014 | ||||||||||||
Cost | Accumulated | Net | ||||||||||
Depreciation | ||||||||||||
Furniture and fixtures | $ | 16,089 | $ | (8,856 | ) | $ | 7,233 | |||||
Office equipment | 1,573 | (869 | ) | 704 | ||||||||
Computer hardware | 90,469 | (55,433 | ) | 35,036 | ||||||||
Computer software | 28,556 | (10,656 | ) | 17,900 | ||||||||
Capitalized software development costs | 19,965 | (1,542 | ) | 18,423 | ||||||||
Leasehold improvements | 45,934 | (24,251 | ) | 21,683 | ||||||||
Land and buildings | 47,149 | (5,867 | ) | 41,282 | ||||||||
Total | $ | 249,735 | $ | (107,474 | ) | $ | 142,261 | |||||
Goodwill_Tables
Goodwill (Tables) | 6 Months Ended | |||
Dec. 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, 2014: | |||
Balance as of June 30, 2014 | $ | 1,963,557 | ||
Acquisition of GXS Group, Inc. (note 18) | (23,475 | ) | ||
Adjustments relating to prior acquisitions | $ | 222 | ||
Balance as of December 31, 2014 | $ | 1,940,304 | ||
Acquired_Intangible_Assets_Tab
Acquired Intangible Assets (Tables) | 6 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Acquired Intangible Assets [Abstract] | ||||||||||||
Calculation Of Acquired Intangibles By Asset Class | ||||||||||||
As of December 31, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 696,014 | $ | (506,262 | ) | $ | 189,752 | |||||
Customer Assets | 858,360 | (410,452 | ) | 447,908 | ||||||||
Total | $ | 1,554,374 | $ | (916,714 | ) | $ | 637,660 | |||||
As of June 30, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Technology Assets | $ | 699,206 | $ | (473,043 | ) | $ | 226,163 | |||||
Customer Assets | 874,257 | (375,102 | ) | 499,155 | ||||||||
Total | $ | 1,573,463 | $ | (848,145 | ) | $ | 725,318 | |||||
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, | ||||||||||||
2015 (six months ended June 30) | $ | 86,691 | ||||||||||
2016 | 149,415 | |||||||||||
2017 | 132,222 | |||||||||||
2018 | 119,535 | |||||||||||
2019 and beyond | 149,797 | |||||||||||
Total | $ | 637,660 | ||||||||||
Other_Assets_Tables
Other Assets (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Assets, Noncurrent Disclosure [Abstract] | ||||||||
Components Of Other Assets | ||||||||
As of December 31, 2014 | As of June 30, 2014 | |||||||
Debt issuance costs | $ | 18,962 | $ | 19,834 | ||||
Deposits and restricted cash | 12,335 | 14,251 | ||||||
Deferred implementation costs | 7,902 | 5,409 | ||||||
Cost basis investments | 9,261 | 7,276 | ||||||
Long-term prepaid expenses and other long-term assets | 9,363 | 5,271 | ||||||
Total | $ | 57,823 | $ | 52,041 | ||||
Accounts_Payable_And_Accrued_L1
Accounts Payable And Accrued Liabilities (Tables) | 6 Months Ended | |||||||
Dec. 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 December 31, 2014 | As of June 30, 2014 | |||||||
Accounts payable—trade | $ | 13,880 | $ | 16,025 | ||||
Accrued salaries and commissions | 57,801 | 80,991 | ||||||
Accrued liabilities | 110,089 | 121,558 | ||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | 9,844 | 11,694 | ||||||
Asset retirement obligations | 1,896 | 1,686 | ||||||
Total | $ | 193,510 | $ | 231,954 | ||||
Schedule Of Long-Term Accrued Liabilities | Long-term accrued liabilities | |||||||
As of December 31, 2014 | As of June 30, 2014 | |||||||
Amounts payable in respect of restructuring and other Special charges (note 17) | $ | 2,006 | $ | 4,531 | ||||
Other accrued liabilities* | 24,234 | 29,331 | ||||||
Asset retirement obligations | 6,858 | 8,137 | ||||||
Total | $ | 33,098 | $ | 41,999 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-term Debt, Unclassified [Abstract] | ||||||||
Schedule Of Long-Term Debt | Long-term debt is comprised of the following: | |||||||
As of December 31, 2014 | As of June 30, 2014 | |||||||
Total debt | ||||||||
Term Loan A | $ | 491,250 | $ | 513,750 | ||||
Term Loan B | 792,000 | 796,000 | ||||||
Mortgage | 8,539 | 9,582 | ||||||
1,291,789 | 1,319,332 | |||||||
Less: | ||||||||
Current portion of long-term debt | ||||||||
Term Loan A | 48,750 | 45,000 | ||||||
Term Loan B | 8,000 | 8,000 | ||||||
Mortgage | 8,539 | 9,582 | ||||||
65,289 | 62,582 | |||||||
Non-current portion of long-term debt | $ | 1,226,500 | $ | 1,256,750 | ||||
Pension_Plans_And_Other_Post_R1
Pension Plans And Other Post Retirement Benefits (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Schedule Of Defined Benefit Plan And 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), GXS GmbH (GXS GER) and GXS Philippines, Inc. (GXS PHP) as of December 31, 2014 and June 30, 2014: | ||||||||||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||||||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||||||||||||||||||
CDT defined benefit plan | $ | 31,119 | $ | 585 | $ | 30,534 | |||||||||||||||||||||||||||
GXS Germany defined benefit plan | 26,445 | 846 | 25,599 | ||||||||||||||||||||||||||||||
GXS Philippines defined benefit plan | 6,502 | 18 | 6,484 | ||||||||||||||||||||||||||||||
Other plans | 2,834 | 105 | 2,729 | ||||||||||||||||||||||||||||||
Total | $ | 66,900 | $ | 1,554 | $ | 65,346 | |||||||||||||||||||||||||||
As of June 30, 2014 | |||||||||||||||||||||||||||||||||
Total benefit | Current portion of | Non-current portion of | |||||||||||||||||||||||||||||||
obligation | benefit obligation* | benefit obligation | |||||||||||||||||||||||||||||||
CDT defined benefit plan | $ | 29,344 | $ | 634 | $ | 28,710 | |||||||||||||||||||||||||||
GXS Germany defined benefit plan | 24,182 | 917 | 23,265 | ||||||||||||||||||||||||||||||
GXS Philippines defined benefit plan | 5,276 | — | 5,276 | ||||||||||||||||||||||||||||||
Other plans | 3,148 | 99 | 3,049 | ||||||||||||||||||||||||||||||
Total | $ | 61,950 | $ | 1,650 | $ | 60,300 | |||||||||||||||||||||||||||
* | The current portion of the benefit obligation has been included within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||
Schedule Of The Change In The Benefit Obligation Of Defined Benefit Plan | The following are the details of the change in the benefit obligation for each of the above mentioned pension plans for the periods indicated: | ||||||||||||||||||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | Total | CDT | GXS GER | GXS PHP | Total | ||||||||||||||||||||||||||
Benefit obligation—beginning of period | $ | 29,344 | $ | 24,182 | $ | 5,276 | $ | 58,802 | $ | 23,871 | $ | 23,637 | * | $ | 5,182 | * | $ | 52,690 | |||||||||||||||
Service cost | 240 | 157 | 697 | 1,094 | 458 | 173 | 724 | 1,355 | |||||||||||||||||||||||||
Interest cost | 390 | 372 | 135 | 897 | 877 | 408 | 125 | 1,410 | |||||||||||||||||||||||||
Benefits paid | (272 | ) | (421 | ) | (23 | ) | (716 | ) | (522 | ) | (461 | ) | (66 | ) | (1,049 | ) | |||||||||||||||||
Actuarial (gain) loss | 4,535 | 4,716 | 525 | 9,776 | 3,595 | 452 | (818 | ) | 3,229 | ||||||||||||||||||||||||
Foreign exchange (gain) loss | (3,118 | ) | (2,561 | ) | (108 | ) | (5,787 | ) | 1,065 | (27 | ) | 129 | 1,167 | ||||||||||||||||||||
Benefit obligation—end of period | 31,119 | 26,445 | 6,502 | 64,066 | 29,344 | 24,182 | 5,276 | 58,802 | |||||||||||||||||||||||||
Less: Current portion | (585 | ) | (846 | ) | (18 | ) | (1,449 | ) | (634 | ) | (917 | ) | — | (1,551 | ) | ||||||||||||||||||
Non-current portion of benefit obligation | $ | 30,534 | $ | 25,599 | $ | 6,484 | $ | 62,617 | $ | 28,710 | $ | 23,265 | $ | 5,276 | $ | 57,251 | |||||||||||||||||
* Beginning benefit obligation as of January 16, 2014. | |||||||||||||||||||||||||||||||||
Components Of Net Pension Expense For Pension Plan | The following are details of net pension expense relating to the following pension plans: | ||||||||||||||||||||||||||||||||
Three Months Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | Total | CDT | GXS GER | GXS PHP | Total | ||||||||||||||||||||||||||
Pension expense: | |||||||||||||||||||||||||||||||||
Service cost | $ | 118 | $ | 77 | $ | 357 | $ | 552 | $ | 115 | $ | — | $ | — | $ | 115 | |||||||||||||||||
Interest cost | 191 | 182 | 68 | 441 | 219 | — | — | 219 | |||||||||||||||||||||||||
Amortization of actuarial gains and losses | 105 | — | — | 105 | 69 | — | — | 69 | |||||||||||||||||||||||||
Net pension expense | $ | 414 | $ | 259 | $ | 425 | $ | 1,098 | $ | 403 | $ | — | $ | — | $ | 403 | |||||||||||||||||
Six Months Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | Total | CDT | GXS GER | GXS PHP | Total | ||||||||||||||||||||||||||
Pension expense: | |||||||||||||||||||||||||||||||||
Service cost | $ | 240 | $ | 157 | $ | 697 | $ | 1,094 | $ | 228 | $ | — | $ | — | $ | 228 | |||||||||||||||||
Interest cost | 390 | 372 | 135 | 897 | 436 | — | — | 436 | |||||||||||||||||||||||||
Amortization of actuarial gains and losses | 214 | — | — | 214 | 138 | — | — | 138 | |||||||||||||||||||||||||
Net pension expense | $ | 844 | $ | 529 | $ | 832 | $ | 2,205 | $ | 802 | $ | — | $ | — | $ | 802 | |||||||||||||||||
Schedule Of Weighted-Average Key Assumptions Used For CDT Pension Plan | In determining the fair value of the pension plan benefit obligations as of December 31, 2014 and June 30, 2014, respectively, we used the following weighted-average key assumptions: | ||||||||||||||||||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | CDT | GXS GER | GXS PHP | ||||||||||||||||||||||||||||
Assumptions: | |||||||||||||||||||||||||||||||||
Salary increases | 2.50% | 2.00% | 7.00% | 2.50% | 2.00% | 7.00% | |||||||||||||||||||||||||||
Pension increases | 2.00% | 2.00% | 6.00% | 2.00% | 2.00% | 6.00% | |||||||||||||||||||||||||||
Discount rate | 2.00% | 2.15% | 4.50% | 2.90% | 3.00% | 5.15% | |||||||||||||||||||||||||||
Normal retirement age | N/A | 65-67 | 60 | N/A | 65-67 | 60 | |||||||||||||||||||||||||||
Employee fluctuation rate: | |||||||||||||||||||||||||||||||||
to age 30 | 1.00% | N/A | N/A | 1.00% | N/A | N/A | |||||||||||||||||||||||||||
to age 35 | 0.50% | N/A | N/A | 0.50% | N/A | N/A | |||||||||||||||||||||||||||
to age 40 | —% | N/A | N/A | —% | N/A | N/A | |||||||||||||||||||||||||||
to age 45 | 0.50% | N/A | N/A | 0.50% | N/A | N/A | |||||||||||||||||||||||||||
to age 50 | 0.50% | N/A | N/A | 0.50% | N/A | N/A | |||||||||||||||||||||||||||
from age 51 | 1.00% | N/A | N/A | 1.00% | N/A | N/A | |||||||||||||||||||||||||||
Anticipated Pension Payments Under Pension Plan | Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows: | ||||||||||||||||||||||||||||||||
Fiscal years ending June 30, | |||||||||||||||||||||||||||||||||
CDT | GXS GER | GXS PHP | |||||||||||||||||||||||||||||||
2015 (six months ended June 30) | $ | 292 | $ | 424 | $ | 9 | |||||||||||||||||||||||||||
2016 | 630 | 876 | 25 | ||||||||||||||||||||||||||||||
2017 | 695 | 945 | 35 | ||||||||||||||||||||||||||||||
2018 | 747 | 1,021 | 46 | ||||||||||||||||||||||||||||||
2019 | 820 | 1,063 | 83 | ||||||||||||||||||||||||||||||
2020 to 2024 | 5,874 | 6,415 | 1,152 | ||||||||||||||||||||||||||||||
Total | $ | 9,058 | $ | 10,744 | $ | 1,350 | |||||||||||||||||||||||||||
Share_Capital_Option_Plans_And1
Share Capital, Option Plans And Share-Based Payments (Tables) | 6 Months Ended | |||||||||||||||||||||||
Dec. 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 December 31, | Six Months Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Stock options | $ | 2,845 | $ | 1,653 | $ | 5,414 | $ | 3,010 | ||||||||||||||||
Performance Share Units (issued under LTIP) | 554 | 876 | 1,145 | 3,044 | ||||||||||||||||||||
Restricted Share Units (issued under LTIP) | 1,361 | 515 | 2,104 | 1,119 | ||||||||||||||||||||
Restricted Share Units (fully vested) | — | 3,300 | — | 3,300 | ||||||||||||||||||||
Restricted Share Units (other) | 169 | 126 | 244 | 342 | ||||||||||||||||||||
Deferred Share Units (directors) | — | 207 | 471 | 474 | ||||||||||||||||||||
Total share-based compensation expense | $ | 4,929 | $ | 6,677 | $ | 9,378 | $ | 11,289 | ||||||||||||||||
Summary Of Option Activity | A summary of activity under our stock option plans for six months ended December 31, 2014 is as follows: | |||||||||||||||||||||||
Options | Weighted- | Weighted- | Aggregate Intrinsic Value | |||||||||||||||||||||
Average Exercise | Average | ($’000s) | ||||||||||||||||||||||
Price | Remaining | |||||||||||||||||||||||
Contractual Term | ||||||||||||||||||||||||
(years) | ||||||||||||||||||||||||
Outstanding at June 30, 2014 | 4,273,226 | $ | 36.35 | |||||||||||||||||||||
Granted | 600,910 | 55 | ||||||||||||||||||||||
Exercised | (291,278 | ) | 26.24 | |||||||||||||||||||||
Forfeited or expired | (404,767 | ) | 38.44 | |||||||||||||||||||||
Outstanding at December 31, 2014 | 4,178,091 | $ | 39.53 | 5.13 | $ | 78,254 | ||||||||||||||||||
Exercisable at December 31, 2014 | 852,684 | $ | 25.02 | 3.21 | $ | 28,342 | ||||||||||||||||||
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 December 31, | Six Months Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Weighted–average fair value of options granted | $ | 12.94 | $ | 10.03 | $ | 13.84 | $ | 9.08 | ||||||||||||||||
Weighted-average assumptions used: | ||||||||||||||||||||||||
Expected volatility | 32 | % | 32 | % | 32 | % | 32 | % | ||||||||||||||||
Risk–free interest rate | 1.34 | % | 1.15 | % | 1.45 | % | 1.17 | % | ||||||||||||||||
Expected dividend yield | 1.27 | % | 1.4 | % | 1.19 | % | 1.6 | % | ||||||||||||||||
Expected life (in years) | 4.33 | 4.36 | 4.33 | 4.36 | ||||||||||||||||||||
Forfeiture rate (based on historical rates) | 5 | % | 5 | % | 5 | % | 5 | % | ||||||||||||||||
Average exercise share price | $ | 52.42 | $ | 41.61 | $ | 55 | $ | 38.09 | ||||||||||||||||
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 December 31, | Six Months Ended December 31, | |||||||||||||||||||||||
Grants Made | Equity Instrument | Grant Date | End Date | Expected Total LTIP Expense | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Under LTIP | ||||||||||||||||||||||||
Fiscal 2013 LTIP | PSU | 10/29/10 | 9/15/13 | 6,489 | — | — | — | 215 | ||||||||||||||||
Fiscal 2014 LTIP | PSU | 2/3/12 | 9/15/14 | 7,838 | — | 591 | 420 | 1,961 | ||||||||||||||||
Fiscal 2015 LTIP | PSU | 12/3/12 | 9/15/15 | 2,289 | 168 | 169 | 167 | 752 | ||||||||||||||||
Fiscal 2015 LTIP | RSU | 11/2/12 | 9/15/15 | 3,772 | 320 | 245 | 531 | 849 | ||||||||||||||||
Fiscal 2016 LTIP | PSU | 11/1/13 | 9/15/16 | 1,487 | 83 | 116 | 168 | 116 | ||||||||||||||||
Fiscal 2016 LTIP | RSU | 11/1/13 | 9/15/16 | 4,056 | 327 | 270 | 656 | 270 | ||||||||||||||||
Fiscal 2016 LTIP | RSU (fully vested) | 11/18/13 | 11/18/13 | — | — | 3,300 | — | 3,300 | ||||||||||||||||
Fiscal 2017 LTIP | PSU | 9/4/14 | 9/15/17 | 3,816 | 303 | — | 390 | — | ||||||||||||||||
Fiscal 2017 LTIP | RSU | 9/4/14 | 9/15/17 | 8,592 | 714 | — | 917 | — | ||||||||||||||||
$ | 38,339 | $ | 1,915 | $ | 4,691 | $ | 3,249 | $ | 7,463 | |||||||||||||||
Guarantees_And_Contingencies_T
Guarantees And Contingencies (Tables) | 6 Months Ended | |||||||||||||||||||
Dec. 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 | January 1, 2015— | July 1, 2015— | July 1, 2017— | July 1, 2019 | ||||||||||||||||
June 30, 2015 | June 30, 2017 | June 30, 2019 | and beyond | |||||||||||||||||
Long-term debt obligations* | $ | 1,467,407 | $ | 46,340 | $ | 560,353 | $ | 66,417 | $ | 794,297 | ||||||||||
Operating lease obligations** | 185,639 | 23,925 | 68,741 | 46,785 | 46,188 | |||||||||||||||
Purchase obligations | 21,360 | 6,391 | 14,325 | 644 | — | |||||||||||||||
$ | 1,674,406 | $ | 76,656 | $ | 643,419 | $ | 113,846 | $ | 840,485 | |||||||||||
*See note 22 “Subsequent Events - Senior Unsecured Fixed Rate Notes and Repayment of Term Loan A” and “Second Amended and Restated Credit Agreement”. | ||||||||||||||||||||
**Net of $3.6 million of sublease income to be received from properties which we have subleased to third parties. |
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||
Interest And Penalties Related To Liabilities For Income Tax Expense | For the three and six months ended December 31, 2014 and 2013, we recognized the following amounts as income tax-related interest expense and penalties: | ||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense | 1,507 | 1,904 | $ | 3,511 | $ | 4,232 | |||||||||||
Penalties expense (recoveries) | (343 | ) | (78 | ) | (295 | ) | 160 | ||||||||||
Total | $ | 1,164 | $ | 1,826 | $ | 3,216 | $ | 4,392 | |||||||||
Interest Accrued And Penalties Accrued Related To Income Tax Expense | As of December 31, 2014 and June 30, 2014, the following amounts have been accrued on account of income tax-related interest expense and penalties: | ||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||
Interest expense accrued * | $ | 29,048 | $ | 26,235 | |||||||||||||
Penalties accrued * | $ | 6,856 | $ | 7,858 | |||||||||||||
* | These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 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 December 31, 2014 and June 30, 2014: | |||||||||||||||||||||||||||
December 31, 2014 | June 30, 2014 | |||||||||||||||||||||||||||
Fair Market Measurements using: | Fair Market Measurements using: | |||||||||||||||||||||||||||
December 31, 2014 | Quoted prices | Significant | Significant | June 30, 2014 | 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: | ||||||||||||||||||||||||||||
Marketable securities* | $ | 9,539 | $ | 9,539 | n/a | n/a | $ | — | $ | — | n/a | n/a | ||||||||||||||||
Derivative financial instrument asset (note 16) | $ | — | n/a | — | n/a | $ | 756 | n/a | $ | 756 | n/a | |||||||||||||||||
$ | 9,539 | $ | 9,539 | — | n/a | $ | 756 | $ | — | $ | 756 | n/a | ||||||||||||||||
Financial Liabilities: | ||||||||||||||||||||||||||||
Derivative financial instrument liability (note 16) | $ | (3,624 | ) | n/a | $ | (3,624 | ) | n/a | $ | — | n/a | $ | — | n/a | ||||||||||||||
$ | (3,624 | ) | n/a | $ | (3,624 | ) | n/a | $ | — | n/a | $ | — | n/a | |||||||||||||||
Derivative_Instruments_And_Hed1
Derivative Instruments And Hedging Activities (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Dec. 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 Condensed Consolidated Balance Sheets (see note 15) | ||||||||||||||||||||||||
As of December 31, 2014 | As of June 30, 2014 | ||||||||||||||||||||||||
Derivatives | Balance Sheet Location | Fair Value | Fair Value | ||||||||||||||||||||||
Asset (Liability) | Asset (Liability) | ||||||||||||||||||||||||
Foreign currency forward contracts designated as cash flow hedges | Prepaid expenses and other assets (Accounts payable and accrued liabilities) | $ | (3,624 | ) | $ | 756 | |||||||||||||||||||
Effects Of Derivative Instruments On Income And Other Comprehensive Income (OCI) | Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | ||||||||||||||||||||||||
Three and Six Months Ended December 31, 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 December 31, 2014 | Six Months Ended December 31, 2014 | Three Months Ended December 31, 2014 | Six Months Ended December 31, 2014 | Three Months Ended December 31, 2014 | Six Months Ended December 31, 2014 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (1,791 | ) | $ | (5,737 | ) | Operating | $ | (1,285 | ) | $ | (1,357 | ) | N/A | — | — | |||||||||
expenses | |||||||||||||||||||||||||
Three and Six Months Ended December 31, 2013 | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of | Amount of Gain or | Location of | Amount of Gain or | ||||||||||||||||||||
Hedging Relationship | Recognized in OCI on | Gain or (Loss) | (Loss) Reclassified from | Gain or | (Loss) Recognized in | ||||||||||||||||||||
Derivatives | Reclassified | Accumulated OCI into | (Loss) | Income on Derivatives | |||||||||||||||||||||
(Effective | from | Income (Effective | Recognized | (Ineffective Portion | |||||||||||||||||||||
Portion) | Accumulated | Portion) | in Income on | and Amount Excluded | |||||||||||||||||||||
OCI into | Derivatives | from Effectiveness | |||||||||||||||||||||||
Income | (Ineffective | Testing) | |||||||||||||||||||||||
(Effective | Portion and | ||||||||||||||||||||||||
Portion) | Amount | ||||||||||||||||||||||||
Excluded | |||||||||||||||||||||||||
from | |||||||||||||||||||||||||
Effectiveness | |||||||||||||||||||||||||
Testing) | |||||||||||||||||||||||||
Three Months Ended December 31, 2013 | Six Months Ended December 31, 2013 | Three Months Ended December 31, 2013 | Six Months Ended December 31, 2013 | Three Months Ended December 31, 2013 | Six Months Ended December 31, 2013 | ||||||||||||||||||||
Foreign currency forward contracts | $ | (1,950 | ) | $ | 118 | Operating | $ | (801 | ) | $ | (1,595 | ) | N/A | — | — | ||||||||||
expenses |
Special_Charges_Tables
Special Charges (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||
Schedule Of Restructuring Reserve | 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 December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
OpenText/GXS Restructuring Plan | $ | 1,386 | $ | — | $ | 4,192 | $ | — | |||||||||
Restructuring Plans prior to OpenText/GXS Restructuring Plan | (412 | ) | 1,821 | (325 | ) | 6,617 | |||||||||||
Acquisition-related costs | 2,342 | 4,434 | 2,778 | 5,738 | |||||||||||||
Other charges (recoveries) | (9,075 | ) | 13 | (8,235 | ) | (2,356 | ) | ||||||||||
Total | $ | (5,759 | ) | $ | 6,268 | $ | (1,590 | ) | $ | 9,999 | |||||||
OpenText/GXS Restructuring Plan [Member] | |||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||
Schedule Of Restructuring Reserve | A reconciliation of the beginning and ending liability for the six months ended December 31, 2014 is shown below. | ||||||||||||||||
OpenText/GXS Restructuring Plan | Workforce | Facility costs | Total | ||||||||||||||
reduction | |||||||||||||||||
Balance as of June 30, 2014 | $ | 5,051 | $ | 6,028 | $ | 11,079 | |||||||||||
Accruals and adjustments | 4,781 | (589 | ) | 4,192 | |||||||||||||
Cash payments | (4,236 | ) | (1,573 | ) | (5,809 | ) | |||||||||||
Foreign exchange | (391 | ) | (224 | ) | (615 | ) | |||||||||||
Balance as of December 31, 2014 | $ | 5,205 | $ | 3,642 | $ | 8,847 | |||||||||||
Acquisitions_Tables
Acquisitions (Tables) (GXS Group, Inc. [Member]) | 6 Months Ended | |||
Dec. 31, 2014 | ||||
GXS Group, Inc. [Member] | ||||
Schedule of Business Acquisitions, by Acquisition | The following tables summarize the consideration paid for GXS and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: | |||
Cash consideration paid | $ | 1,101,874 | ||
Equity consideration paid | 116,777 | |||
Purchase consideration | $ | 1,218,651 | ||
Acquisition-related costs (included in Special charges in the Condensed Consolidated Statements of Income) | $ | 85 | ||
for the three months ended December 31, 2014 | ||||
Acquisition-related costs (included in Special charges in the Condensed Consolidated Statements of Income) | $ | 226 | ||
for the six months ended December 31, 2014 | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ||||
Current assets (inclusive of cash acquired of $24,382) | $ | 127,406 | ||
Non-current tangible assets | 36,139 | |||
Intangible customer assets | 364,600 | |||
Intangible technology assets | 123,200 | |||
Liabilities and non-controlling interest assumed | (105,459 | ) | ||
Total identifiable net assets | 545,886 | |||
Goodwill | 672,765 | |||
Net assets acquired | $ | 1,218,651 | ||
Supplemental_Cash_Flow_Disclos1
Supplemental Cash Flow Disclosures (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||||||
Supplemental Disclosure Of Cash Flow Information | |||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cash paid during the period for interest | $ | 10,094 | * | $ | 3,764 | $ | 20,606 | * | $ | 7,500 | |||||||
Cash received during the period for interest | $ | 1,976 | $ | 1,260 | $ | 2,625 | $ | 1,782 | |||||||||
Cash paid during the period for income taxes | $ | 15,491 | $ | 11,162 | $ | 12,943 | $ | 15,715 | |||||||||
*We entered into Term Loan B on January 16, 2014 (see note 10). For the three and six months ended December 31, 2014, this amount includes $6.6 million and $13.2 million, respectively, of interest related to this new credit facility. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Schedule Of Earnings Per Share | |||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 74,287 | $ | 53,500 | $ | 138,913 | $ | 84,130 | |||||||||
Basic earnings per share attributable to OpenText | $ | 0.61 | $ | 0.45 | $ | 1.14 | $ | 0.71 | |||||||||
Diluted earnings per share | |||||||||||||||||
Net income attributable to OpenText | $ | 74,287 | $ | 53,500 | $ | 138,913 | $ | 84,130 | |||||||||
Diluted earnings per share attributable to OpenText | $ | 0.6 | $ | 0.45 | $ | 1.13 | $ | 0.71 | |||||||||
Weighted-average number of shares outstanding | |||||||||||||||||
Basic | 122,051 | 118,272 | 121,984 | 118,200 | |||||||||||||
Effect of dilutive securities | 934 | 914 | 950 | 750 | |||||||||||||
Diluted | 122,985 | 119,186 | 122,934 | 118,950 | |||||||||||||
Excluded as anti-dilutive* | 1,931 | 226 | 1,783 | 470 | |||||||||||||
* 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. |
Basis_Of_Presentation_Details
Basis Of Presentation (Details) | Dec. 31, 2014 |
OT South Africa [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 90.00% |
GXS Korea [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 85.00% |
GXS Singapore [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 81.00% |
Allowance_For_Doubtful_Account2
Allowance For Doubtful Accounts (Changes In Carrying Amount Of Allowance For Doubtful Accounts) (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Allowance For Doubtful Accounts [Abstract] | ||
Unbilled Contracts Receivable | $23,200,000 | $41,700,000 |
Beginning balance of allowance for doubtful accounts | 4,727,000 | |
Bad debt expense for the period | 2,740,000 | |
Write-off /adjustments | -1,256,000 | |
Ending balance of allowance for doubtful accounts | $6,211,000 |
Property_and_Equipment_Compone
Property and Equipment (Components Of Property and Equipment By Type) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $279,962 | $249,735 |
Accumulated Depreciation | -126,121 | -107,474 |
Net Property and Equipment | 153,841 | 142,261 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 16,592 | 16,089 |
Accumulated Depreciation | -10,103 | -8,856 |
Net Property and Equipment | 6,489 | 7,233 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,586 | 1,573 |
Accumulated Depreciation | -846 | -869 |
Net Property and Equipment | 740 | 704 |
Computer Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 105,297 | 90,469 |
Accumulated Depreciation | -63,501 | -55,433 |
Net Property and Equipment | 41,796 | 35,036 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 30,798 | 28,556 |
Accumulated Depreciation | -14,251 | -10,656 |
Net Property and Equipment | 16,547 | 17,900 |
Capitalized Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 30,858 | 19,965 |
Accumulated Depreciation | -3,959 | -1,542 |
Net Property and Equipment | 26,899 | 18,423 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 47,362 | 45,934 |
Accumulated Depreciation | -26,927 | -24,251 |
Net Property and Equipment | 20,435 | 21,683 |
Land and Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 47,469 | 47,149 |
Accumulated Depreciation | -6,534 | -5,867 |
Net Property and Equipment | $40,935 | $41,282 |
Goodwill_Summary_Of_Changes_In
Goodwill (Summary Of Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Jan. 16, 2014 |
Goodwill [Line Items] | ||
Beginning balance | $1,963,557 | |
Goodwill, Purchase Accounting Adjustments | -222 | |
Ending balance | 1,940,304 | |
GXS Group, Inc. [Member] | ||
Goodwill [Line Items] | ||
Beginning balance | 672,765 | |
Acquisition of goodwill | -23,475 | |
Ending balance | $672,765 |
Acquired_Intangible_Assets_Cal
Acquired Intangible Assets (Calculation Of Acquired Intangibles By Asset Class) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $1,554,374 | $1,573,463 |
Accumulated Amortization | -916,714 | -848,145 |
Net | 637,660 | 725,318 |
Technology Assets [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 696,014 | 699,206 |
Accumulated Amortization | -506,262 | -473,043 |
Net | 189,752 | 226,163 |
Weighted-average amortization period (in years) for acquired intangible assets | 5 years | |
Customer Assets [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 858,360 | 874,257 |
Accumulated Amortization | -410,452 | -375,102 |
Net | $447,908 | $499,155 |
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 $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Acquired Intangible Assets [Abstract] | ||
2015 (six months ended June 30) | $86,691 | |
2016 | 149,415 | |
2017 | 132,222 | |
2018 | 119,535 | |
2019 and beyond | 149,797 | |
Net | $637,660 | $725,318 |
Other_Assets_Details
Other Assets (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Other Assets, Noncurrent Disclosure [Abstract] | ||
Debt issuance costs | $18,962 | $19,834 |
Deposits and restricted cash | 12,335 | 14,251 |
Deferred implementation costs | 7,902 | 5,409 |
Cost basis investments | 9,261 | 7,276 |
Long-term prepaid expenses and other long-term assets | 9,363 | 5,271 |
Total other assets | $57,823 | $52,041 |
Deferred_Charges_And_Credits_D
Deferred Charges And Credits (Details) | 6 Months Ended |
Dec. 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 $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Millions, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ||
Present value of asset retirement obligation | $8.80 | $9.80 |
Undiscounted value of asset retirement obligation | $9.30 | $10.40 |
Accounts_Payable_And_Accrued_L3
Accounts Payable And Accrued Liabilities (Schedule Of Current Liabilities) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable—trade | $13,880 | $16,025 |
Accrued salaries and commissions | 57,801 | 80,991 |
Accrued liabilities | 110,089 | 121,558 |
Amounts payable in respect of restructuring and other Special charges (note 17) | 9,844 | 11,694 |
Asset retirement obligations | 1,896 | 1,686 |
Accounts payable and accrued liabilities | $193,510 | $231,954 |
Accounts_Payable_And_Accrued_L4
Accounts Payable And Accrued Liabilities (Schedule Of Long-Term Accrued Liabilities) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ||
Amounts payable in respect of restructuring and other Special charges (note 17) | $2,006 | $4,531 |
Other accrued liabilities | 24,234 | 29,331 |
Asset retirement obligations | 6,858 | 8,137 |
Accrued liabilities | $33,098 | $41,999 |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt, Mortgage | $8,539 | $9,582 |
Long-term debt, Total | 1,291,789 | 1,319,332 |
Less: | ||
Current portion of long-term debt, Mortgage | 8,539 | 9,582 |
Current portion of long-term debt | 65,289 | 62,582 |
Non-current portion of long-term debt | 1,226,500 | 1,256,750 |
Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, Term Loan | 491,250 | 513,750 |
Less: | ||
Current portion of long-term debt, Term Loan | 48,750 | 45,000 |
Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, Term Loan | 792,000 | 796,000 |
Less: | ||
Current portion of long-term debt, Term Loan | $8,000 | $8,000 |
LongTerm_Debt_Term_Loan_A_and_
Long-Term Debt (Term Loan A and Revolver) (Narrative) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 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 | 3,400,000 | 3,400,000 | 7,100,000 | 6,900,000 | ||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, maximum capacity | 100,000,000 | 100,000,000 | 300,000,000 | |||
Increase in borrowing capacity | $300,000,000 | |||||
LIBOR [Member] | Term Loan A [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest addition to floating rate | 2.50% |
LongTerm_Debt_Long_Term_Debt_T
Long-Term Debt Long Term Debt (Term Loan B) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||
Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 16, 2014 | 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% | ||||||
Interest expense | 3,400,000 | 3,400,000 | 7,100,000 | 6,900,000 | |||
Term Loan B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, maximum capacity | 800,000,000 | ||||||
Term loan period, years | 7 years | ||||||
Term loan repayment as percentage of principal in year 1 | 0.25% | ||||||
Interest addition to floating rate | 0.75% | ||||||
Interest expense | $6,600,000 | $13,200,000 | |||||
LIBOR [Member] | Term Loan A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest addition to floating rate | 2.50% | ||||||
LIBOR [Member] | Term Loan B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest addition to floating rate | 2.50% |
LongTerm_Debt_Mortgage_Narrati
Long-Term Debt (Mortgage) (Narrative) (Details) | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2005 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2005 |
USD ($) | 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 | 8/1/15 | ||||||||
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 | 8,539,000 | 9,582,000 | |||||||
Collateral building net | 15,500,000 | 15,500,000 | 15,600,000 | ||||||
Interest expense | $100,000 | $100,000 | $200,000 | $200,000 |
Pension_Plans_And_Other_Post_R2
Pension Plans And Other Post Retirement Benefits (Narrative) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Net pension liabilities | $62,617,000 | $57,251,000 |
CDT Defined Benefit Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated other comprehensive income related to CDT pension plan | 200,000 | |
Net pension liabilities | 30,534,000 | 28,710,000 |
GXS Philippines defined benefit plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 36,000 | |
Net pension liabilities | $6,484,000 | $5,276,000 |
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 $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Defined Benefit Plan, Benefit Obligation | $64,066 | $64,066 | $58,802 | $52,690 | |||||
Defined Benefit Plan, Service Cost | 1,094 | 1,355 | |||||||
Defined Benefit Plan, Interest Cost | 897 | 1,410 | |||||||
Defined Benefit Plan, Benefits Paid | -716 | -1,049 | |||||||
Defined Benefit Plan, Actuarial Gain (Loss) | 9,776 | 3,229 | |||||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -5,787 | 1,167 | |||||||
Total benefit obligation | 66,900 | 66,900 | 61,950 | ||||||
Current portion of benefit obligation | 1,554 | [1] | 1,554 | [1] | 1,650 | [1] | |||
Noncurrent portion of benefit obligation | 65,346 | 65,346 | 60,300 | ||||||
Defined Benefit Pension Plan Liabilities, Current | -1,449 | -1,449 | -1,551 | ||||||
Defined Benefit Pension Plan, Liabilities, Noncurrent | 62,617 | 62,617 | 57,251 | ||||||
Pension expense | 2,422 | 790 | |||||||
CDT Defined Benefit Plan [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Defined Benefit Plan, Benefit Obligation | 31,119 | 31,119 | 29,344 | 23,871 | |||||
Defined Benefit Plan, Service Cost | 118 | 115 | 240 | 228 | 458 | ||||
Defined Benefit Plan, Interest Cost | 191 | 219 | 390 | 436 | 877 | ||||
Defined Benefit Plan, Benefits Paid | -272 | -522 | |||||||
Defined Benefit Plan, Actuarial Gain (Loss) | 4,535 | 3,595 | |||||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -3,118 | 1,065 | |||||||
Total benefit obligation | 31,119 | 31,119 | 29,344 | ||||||
Current portion of benefit obligation | 585 | [1] | 585 | [1] | 634 | [1] | |||
Noncurrent portion of benefit obligation | 30,534 | 30,534 | 28,710 | ||||||
Defined Benefit Pension Plan Liabilities, Current | -585 | -585 | -634 | ||||||
Defined Benefit Pension Plan, Liabilities, Noncurrent | 30,534 | 30,534 | 28,710 | ||||||
Defined Benefit Plan, Amortization of Gains (Losses) | 105 | 69 | 214 | 138 | |||||
Pension expense | 414 | 403 | 844 | 802 | |||||
GXS Germany defined benefit plan [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Defined Benefit Plan, Benefit Obligation | 26,445 | 26,445 | 24,182 | 23,637 | |||||
Defined Benefit Plan, Service Cost | 77 | 0 | 157 | 0 | 173 | ||||
Defined Benefit Plan, Interest Cost | 182 | 0 | 372 | 0 | 408 | ||||
Defined Benefit Plan, Benefits Paid | -421 | -461 | |||||||
Defined Benefit Plan, Actuarial Gain (Loss) | 4,716 | 452 | |||||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -2,561 | -27 | |||||||
Total benefit obligation | 26,445 | 26,445 | 24,182 | ||||||
Current portion of benefit obligation | 846 | [1] | 846 | [1] | 917 | [1] | |||
Noncurrent portion of benefit obligation | 25,599 | 25,599 | 23,265 | ||||||
Defined Benefit Pension Plan Liabilities, Current | -846 | -846 | -917 | ||||||
Defined Benefit Pension Plan, Liabilities, Noncurrent | 25,599 | 25,599 | 23,265 | ||||||
Defined Benefit Plan, Amortization of Gains (Losses) | 0 | 0 | 0 | 0 | |||||
Pension expense | 259 | 0 | 529 | 0 | |||||
GXS Philippines defined benefit plan [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Defined Benefit Plan, Benefit Obligation | 6,502 | 6,502 | 5,276 | 5,182 | |||||
Defined Benefit Plan, Service Cost | 357 | 0 | 697 | 0 | 724 | ||||
Defined Benefit Plan, Interest Cost | 68 | 0 | 135 | 0 | 125 | ||||
Defined Benefit Plan, Benefits Paid | -23 | -66 | |||||||
Defined Benefit Plan, Actuarial Gain (Loss) | 525 | -818 | |||||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -108 | 129 | |||||||
Total benefit obligation | 6,502 | 6,502 | 5,276 | ||||||
Current portion of benefit obligation | 18 | [1] | 18 | [1] | 0 | [1] | |||
Noncurrent portion of benefit obligation | 6,484 | 6,484 | 5,276 | ||||||
Defined Benefit Pension Plan Liabilities, Current | -18 | -18 | 0 | ||||||
Defined Benefit Pension Plan, Liabilities, Noncurrent | 6,484 | 6,484 | 5,276 | ||||||
Defined Benefit Plan, Amortization of Gains (Losses) | 0 | 0 | 0 | 0 | |||||
Pension expense | 425 | 0 | 832 | 0 | |||||
Other plans [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Total benefit obligation | 2,834 | 2,834 | 3,148 | ||||||
Current portion of benefit obligation | 105 | [1] | 105 | [1] | 99 | [1] | |||
Noncurrent portion of benefit obligation | 2,729 | 2,729 | 3,049 | ||||||
Total Defined Benefit Plan [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Defined Benefit Plan, Service Cost | 552 | 115 | 1,094 | 228 | |||||
Defined Benefit Plan, Interest Cost | 441 | 219 | 897 | 436 | |||||
Defined Benefit Plan, Amortization of Gains (Losses) | 105 | 69 | 214 | 138 | |||||
Pension expense | $1,098 | $403 | $2,205 | $802 | |||||
[1] | The current portion of the benefit obligation has been included within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets. |
Pension_Plans_And_Other_Post_R4
Pension Plans And Other Post Retirement Benefits (Schedule Of The Change In The Benefit Obligation Of Defined Benefit Plans) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefit obligation-beginning of period | $58,802 | $52,690 | $52,690 | ||
Defined Benefit Plan, Service Cost | 1,094 | 1,355 | |||
Defined Benefit Plan, Interest Cost | 897 | 1,410 | |||
Defined Benefit Plan, Benefits Paid | -716 | -1,049 | |||
Defined Benefit Plan, Actuarial Gain (Loss) | 9,776 | 3,229 | |||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -5,787 | 1,167 | |||
Benefit obligation-end of period | 64,066 | 64,066 | 58,802 | ||
Less: current portion | -1,449 | -1,449 | -1,551 | ||
Defined Benefit Pension Plan, Liabilities, Noncurrent | 62,617 | 62,617 | 57,251 | ||
CDT Defined Benefit Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefit obligation-beginning of period | 29,344 | 23,871 | 23,871 | ||
Defined Benefit Plan, Service Cost | 118 | 115 | 240 | 228 | 458 |
Defined Benefit Plan, Interest Cost | 191 | 219 | 390 | 436 | 877 |
Defined Benefit Plan, Benefits Paid | -272 | -522 | |||
Defined Benefit Plan, Actuarial Gain (Loss) | 4,535 | 3,595 | |||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -3,118 | 1,065 | |||
Benefit obligation-end of period | 31,119 | 31,119 | 29,344 | ||
Less: current portion | -585 | -585 | -634 | ||
Defined Benefit Pension Plan, Liabilities, Noncurrent | 30,534 | 30,534 | 28,710 | ||
GXS Germany defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefit obligation-beginning of period | 24,182 | 23,637 | 23,637 | ||
Defined Benefit Plan, Service Cost | 77 | 0 | 157 | 0 | 173 |
Defined Benefit Plan, Interest Cost | 182 | 0 | 372 | 0 | 408 |
Defined Benefit Plan, Benefits Paid | -421 | -461 | |||
Defined Benefit Plan, Actuarial Gain (Loss) | 4,716 | 452 | |||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -2,561 | -27 | |||
Benefit obligation-end of period | 26,445 | 26,445 | 24,182 | ||
Less: current portion | -846 | -846 | -917 | ||
Defined Benefit Pension Plan, Liabilities, Noncurrent | 25,599 | 25,599 | 23,265 | ||
GXS Philippines defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefit obligation-beginning of period | 5,276 | 5,182 | 5,182 | ||
Defined Benefit Plan, Service Cost | 357 | 0 | 697 | 0 | 724 |
Defined Benefit Plan, Interest Cost | 68 | 0 | 135 | 0 | 125 |
Defined Benefit Plan, Benefits Paid | -23 | -66 | |||
Defined Benefit Plan, Actuarial Gain (Loss) | 525 | -818 | |||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | -108 | 129 | |||
Benefit obligation-end of period | 6,502 | 6,502 | 5,276 | ||
Less: current portion | -18 | -18 | 0 | ||
Defined Benefit Pension Plan, Liabilities, Noncurrent | $6,484 | $6,484 | $5,276 |
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 | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | $1,094 | $1,355 | |||
Defined Benefit Plan, Interest Cost | 897 | 1,410 | |||
Net pension expense | 2,422 | 790 | |||
CDT Defined Benefit Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | 118 | 115 | 240 | 228 | 458 |
Defined Benefit Plan, Interest Cost | 191 | 219 | 390 | 436 | 877 |
Defined Benefit Plan, Amortization of Gains (Losses) | 105 | 69 | 214 | 138 | |
Net pension expense | 414 | 403 | 844 | 802 | |
GXS Germany defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | 77 | 0 | 157 | 0 | 173 |
Defined Benefit Plan, Interest Cost | 182 | 0 | 372 | 0 | 408 |
Defined Benefit Plan, Amortization of Gains (Losses) | 0 | 0 | 0 | 0 | |
Net pension expense | 259 | 0 | 529 | 0 | |
GXS Philippines defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | 357 | 0 | 697 | 0 | 724 |
Defined Benefit Plan, Interest Cost | 68 | 0 | 135 | 0 | 125 |
Defined Benefit Plan, Amortization of Gains (Losses) | 0 | 0 | 0 | 0 | |
Net pension expense | 425 | 0 | 832 | 0 | |
Total Defined Benefit Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | 552 | 115 | 1,094 | 228 | |
Defined Benefit Plan, Interest Cost | 441 | 219 | 897 | 436 | |
Defined Benefit Plan, Amortization of Gains (Losses) | 105 | 69 | 214 | 138 | |
Net pension expense | $1,098 | $403 | $2,205 | $802 |
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 $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | $1,094 | $1,355 | |||
Defined Benefit Plan, Interest Cost | 897 | 1,410 | |||
Pension expense | 2,422 | 790 | |||
CDT Defined Benefit Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Salary increases | 2.50% | 2.50% | 2.50% | ||
Pension increases | 2.00% | 2.00% | 2.00% | ||
Discount rate | 2.00% | 2.00% | 2.90% | ||
Defined Benefit Plan, Service Cost | 118 | 115 | 240 | 228 | 458 |
Defined Benefit Plan, Interest Cost | 191 | 219 | 390 | 436 | 877 |
Pension expense | 414 | 403 | 844 | 802 | |
CDT Defined Benefit Plan [Member] | To Age 30 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employee fluctuation rate | 1.00% | 1.00% | |||
CDT Defined Benefit Plan [Member] | To Age 35 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employee fluctuation rate | 0.50% | 0.50% | |||
CDT Defined Benefit Plan [Member] | To Age 40 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employee fluctuation rate | 0.00% | 0.00% | |||
CDT Defined Benefit Plan [Member] | To Age 45 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employee fluctuation rate | 0.50% | 0.50% | |||
CDT Defined Benefit Plan [Member] | To Age 50 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employee fluctuation rate | 0.50% | 0.50% | |||
CDT Defined Benefit Plan [Member] | From Age 51 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employee fluctuation rate | 1.00% | 1.00% | |||
GXS Germany defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Salary increases | 2.00% | 2.00% | 2.00% | ||
Pension increases | 2.00% | 2.00% | 2.00% | ||
Discount rate | 2.15% | 2.15% | 3.00% | ||
Defined Benefit Plan, Service Cost | 77 | 0 | 157 | 0 | 173 |
Defined Benefit Plan, Interest Cost | 182 | 0 | 372 | 0 | 408 |
Pension expense | 259 | 0 | 529 | 0 | |
GXS Philippines defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Salary increases | 7.00% | 7.00% | 7.00% | ||
Pension increases | 6.00% | 6.00% | 6.00% | ||
Discount rate | 4.50% | 4.50% | 5.15% | ||
Normal retirement age | 60 years | 60 years | |||
Defined Benefit Plan, Service Cost | 357 | 0 | 697 | 0 | 724 |
Defined Benefit Plan, Interest Cost | 68 | 0 | 135 | 0 | 125 |
Pension expense | $425 | $0 | $832 | $0 | |
Minimum [Member] | GXS Germany defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Normal retirement age | 65 years | 65 years | |||
Maximum [Member] | GXS Germany defined benefit plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Normal retirement age | 67 years | 67 years |
Pension_Plans_And_Other_Post_R7
Pension Plans And Other Post Retirement Benefits (Anticipated Pension Payments Under Pension Plans) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
CDT Defined Benefit Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2015 | $292 |
2016 | 630 |
2017 | 695 |
2018 | 747 |
2019 | 820 |
2020 to 2024 | 5,874 |
Total | 9,058 |
GXS Germany defined benefit plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2015 | 424 |
2016 | 876 |
2017 | 945 |
2018 | 1,021 |
2019 | 1,063 |
2020 to 2024 | 6,415 |
Total | 10,744 |
GXS Philippines defined benefit plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2015 | 9 |
2016 | 25 |
2017 | 35 |
2018 | 46 |
2019 | 83 |
2020 to 2024 | 1,152 |
Total | $1,350 |
Share_Capital_Option_Plans_And2
Share Capital, Option Plans And Share-Based Payments (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 23, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Conversion ratio | 2 | |||||
Dividends declared per common share (in dollars per share) | $0.17 | $0.15 | $0.35 | $0.30 | ||
Payments of Dividends | ($21,100,000) | ($17,700,000) | ($42,099,000) | ($35,468,000) | ||
Share-based compensation expense | 4,929,000 | 6,677,000 | 9,378,000 | 11,289,000 | ||
Purchase of treasury stock (in shares) | 0 | 0 | 0 | 0 | ||
Issuance of treasury stock (in shares) | 355,553 | 388,342 | 355,553 | 388,342 | ||
Number of options outstanding (in shares) | 4,178,091 | 4,178,091 | 4,273,226 | |||
Unrecognized compensation cost relating to unvested stock awards | 32,300,000 | 32,300,000 | ||||
Unvested stock awards compensation cost, weighted average recognition period | 3 years | |||||
Cash proceeds from exercise of options granted | 1,300,000 | 3,000,000 | 7,600,000 | 4,200,000 | ||
Tax benefit realized from exercise of options | 300,000 | 500,000 | 800,000 | 600,000 | ||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 2,845,000 | 1,653,000 | 5,414,000 | 3,010,000 | ||
Number of options outstanding (in shares) | 4,178,091 | 4,178,091 | ||||
Common shares available for issuance (in shares) | 3,402,267 | 3,402,267 | ||||
Vesting period | 4 years | |||||
Expire period of options, minimum term | 7 years | |||||
Expire period of options, maximum term | 10 years | |||||
Performance Stock Units (PSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 554,000 | 876,000 | 1,145,000 | 3,044,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,500 | 15,000 | ||||
Deferred Stock Units [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 0 | 207,000 | 471,000 | 474,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 28,476 | 398 | 28,962 | ||
Employee Share Purchase Plan [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Cash received from employee stock purchase plan | 700,000 | 600,000 | 1,500,000 | 1,300,000 | ||
Fiscal 2014 LTIP | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 355,553 | |||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 8,500,000 | |||||
Fiscal 2014 LTIP | Performance Stock Units (PSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Expected share-based compensation expense | 7,838,000 | |||||
Long Term Incentive Plan | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Expected share-based compensation expense | 38,339,000 | |||||
Unvested stock awards compensation cost, weighted average recognition period | 2 years 1 month 6 days | |||||
Fiscal 2013 LTIP | Performance Stock Units (PSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Expected share-based compensation expense | 6,489,000 | |||||
Fiscal 2016 LTIP | Performance Stock Units (PSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Expected share-based compensation expense | 1,487,000 | |||||
Fiscal 2016 LTIP | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Expected share-based compensation expense | 4,056,000 | |||||
Fiscal 2016 LTIP | Restricted Stock Units (RSUs fully vested) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Expected share-based compensation expense | 0 | |||||
Issued under Long Term Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 1,361,000 | 515,000 | 2,104,000 | 1,119,000 | ||
Issued under Long Term Incentive Plan [Member] | Restricted Stock Units (RSUs fully vested) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 0 | 3,300,000 | 0 | 3,300,000 | ||
Other Issuance [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $169,000 | $126,000 | $244,000 | $342,000 |
Share_Capital_Option_Plans_And3
Share Capital, Option Plans And Share-Based Payments (Summary Of Share-Based Compensation Costs) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 600,910 | ||||
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | $1,300,000 | $3,000,000 | $7,600,000 | $4,200,000 | |
Share-based compensation expense | 4,929,000 | 6,677,000 | 9,378,000 | 11,289,000 | |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 300,000 | 500,000 | 800,000 | 600,000 | |
Options exercised (in shares) | -291,278 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,178,091 | 4,178,091 | 4,273,226 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $39.53 | $39.53 | $36.35 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $55 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $26.24 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | -404,767 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $38.44 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 1 month 17 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 78,254,000 | 78,254,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 852,684 | 852,684 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $25.02 | $25.02 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 2 months 16 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 28,342,000 | 28,342,000 | |||
Stock Options [Member] | |||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 2,845,000 | 1,653,000 | 5,414,000 | 3,010,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,178,091 | 4,178,091 | |||
Performance Stock Units (PSUs) [Member] | |||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 554,000 | 876,000 | 1,145,000 | 3,044,000 | |
Deferred Stock Units (Directors) [Member] | |||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 0 | 207,000 | 471,000 | 474,000 | |
Issued under Long Term Incentive Plan [Member] | Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 1,361,000 | 515,000 | 2,104,000 | 1,119,000 | |
Other Issuance [Member] | Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $169,000 | $126,000 | $244,000 | $342,000 |
Share_Capital_Option_Plans_And4
Share Capital, Option Plans And Share-Based Payments (Summary Of Option Activity) (Details) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 |
Options | |
Options granted (in shares) | 600,910 |
Options exercised (in shares) | -291,278 |
Options forfeited or expired (in shares) | -404,767 |
Options outstanding beginning balance (in shares) | 4,273,226 |
Options outstanding ending balance (in shares) | 4,178,091 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 852,684 |
Weighted- Average Exercise Price | |
Options outstanding beginning balance, weighted-average exercise price (in dollars per share) | $36.35 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $55 |
Options exercised, weighted-average exercise price (in dollars per share) | $26.24 |
Options forfeited or expired, weighted-average exercise price (in dollars per share) | $38.44 |
Options outstanding ending balance, weighted-average exercise price (in dollars per share) | $39.53 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $25.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 1 month 17 days |
Options exercisable, weighted-average remaining contractual term | 3 years 2 months 16 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $78,254 |
Options exercisable, aggregate intrinsic value | $28,342 |
Share_Capital_Option_Plans_And5
Share Capital, Option Plans And Share-Based Payments (Schedule Of Weighted-Average Fair Value Of Options And Weighted-Average Assumptions Used) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted-average fair value of options granted (in dollars per share) | $12.94 | $10.03 | $13.84 | $9.08 |
Expected volatility | 32.00% | 32.00% | 32.00% | 32.00% |
Risk–free interest rate | 1.34% | 1.15% | 1.45% | 1.17% |
Expected dividend yield | 1.27% | 1.40% | 1.19% | 1.60% |
Expected life (in years) | 4 years 3 months 29 days | 4 years 4 months 10 days | 4 years 3 months 29 days | 4 years 4 months 10 days |
Forfeiture rate (based on historical rates) | 5.00% | 5.00% | 5.00% | 5.00% |
Average exercised share price (in dollars per share) | $52.42 | $41.61 | $55 | $38.09 |
Share_Capital_Option_Plans_And6
Share Capital, Option Plans And Share-Based Payments Share Capital, Option Plans And Share-Based Payments (Schedule of Long Term Incentive Plan Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 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 | $38,339,000 | |||
Allocated share-based compensation expense | 1,915,000 | 4,691,000 | 3,249,000 | 7,463,000 |
Compensation cost recognized to date | 22,600,000 | 22,600,000 | ||
Compensation cost not yet recognized | 15,700,000 | 15,700,000 | ||
Unvested stock awards compensation cost, weighted average recognition period | 2 years 1 month 6 days | |||
Employee Share Purchase Plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Cash received from employee stock purchase plan | 700,000 | 600,000 | 1,500,000 | 1,300,000 |
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 | 0 | 0 | 215,000 |
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 | 7,838,000 | |||
Allocated share-based compensation expense | 0 | 591,000 | 420,000 | 1,961,000 |
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 | 2,289,000 | |||
Allocated share-based compensation expense | 168,000 | 169,000 | 167,000 | 752,000 |
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 | 1,487,000 | |||
Allocated share-based compensation expense | 83,000 | 116,000 | 168,000 | 116,000 |
Performance Stock Units (PSUs) [Member] | Fiscal 2017 LTIP | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Expected share-based compensation expense | 3,816,000 | |||
Allocated share-based compensation expense | 303,000 | 0 | 390,000 | 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 | 3,772,000 | |||
Allocated share-based compensation expense | 320,000 | 245,000 | 531,000 | 849,000 |
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 | 4,056,000 | |||
Allocated share-based compensation expense | 327,000 | 270,000 | 656,000 | 270,000 |
Restricted Stock Units (RSUs) [Member] | Fiscal 2017 LTIP | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Expected share-based compensation expense | 8,592,000 | |||
Allocated share-based compensation expense | 714,000 | 0 | 917,000 | 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 | 0 | |||
Allocated share-based compensation expense | $0 | $3,300,000 | $0 | $3,300,000 |
Guarantees_And_Contingencies_D
Guarantees And Contingencies (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | ||
Total long-term debt obligations | $1,467,407,000 | |
Long-term debt obligations due within one year | 46,340,000 | |
Long-term debt obligations due in second and third years | 560,353,000 | |
Long-term debt obligations due in fourth and fifth years | 66,417,000 | |
Long-term debt obligations due after fifth year | 794,297,000 | |
Total operating lease obligations | 185,639,000 | [1] |
Operating lease obligations due within one year | 23,925,000 | [1] |
Operating lease obligations due in second and third years | 68,741,000 | [1] |
Operating lease obligations due in fourth and fifth years | 46,785,000 | [1] |
Operating lease obligations due after fifth year | 46,188,000 | [1] |
Total purchase obligations | 21,360,000 | |
Purchase obligations due within one year | 6,391,000 | |
Purchase obligations due in second and third years | 14,325,000 | |
Purchase obligations due in fourth and fifth years | 644,000 | |
Purchase obligations due after fifth year | 0 | |
Total obligations | 1,674,406,000 | |
Total obligations due within one year | 76,656,000 | |
Total obligations due in second and third years | 643,419,000 | |
Total obligations due in fourth and fifth years | 113,846,000 | |
Total obligations due after fifth year | 840,485,000 | |
Non-cancelable sublease income | 3,600,000 | |
EasyLink Services International Corporation [Member] | ||
Loss contingency, estimate of possible loss | 6,300,000 | |
GXS Group, Inc. [Member] | ||
Tax contingency, foreign, amount | 2,500,000 | |
Guarantor obligations, current carrying value | 3,400,000 | |
Loss contingency accrual | 7,500,000 | |
GXS India [Member] | ||
Loss contingency accrual | $1,400,000 | |
[1] | Net of $3.6 million of sublease income to be received from properties which we have subleased to third parties. |
Income_Taxes_Interest_And_Pena
Income Taxes (Interest And Penalties Related To Liabilities For Income Tax Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||||
Interest expense | $1,507 | $1,904 | $3,511 | $4,232 |
Penalties expense (recoveries) | -343 | -78 | -295 | 160 |
Total | $1,164 | $1,826 | $3,216 | $4,392 |
Income_Taxes_Interest_Accrued_
Income Taxes (Interest Accrued And Penalties Accrued Related To Income Tax Expense) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | ||
In Thousands, unless otherwise specified | ||||
Income Tax Disclosure [Abstract] | ||||
Interest expense accrued | $29,048 | [1] | $26,235 | [1] |
Penalties accrued | $6,856 | [1] | $7,858 | [1] |
[1] | These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | ||||
Income Tax Disclosure [Abstract] | ||||||||
Effective Income Tax Rate Reconciliation, Percent | 19.70% | 23.70% | 20.40% | 29.70% | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $800,000 | $2,800,000 | ||||||
Effective Income Tax Rate Reconciliation, Increase in Net Expense of Unrecognized Tax Benefits | 600,000 | 1,800,000 | ||||||
Income Taxes impact of Adjustments upon Filing Tax Returns | 2,100,000 | 2,400,000 | ||||||
Interest expense accrued | 29,048,000 | [1] | 29,048,000 | [1] | 26,235,000 | [1] | ||
Penalties accrued | 6,856,000 | [1] | 6,856,000 | [1] | 7,858,000 | [1] | ||
Increase (decrease) in gross unrecognized tax benefit in next 12 months | -25,900,000 | -25,900,000 | ||||||
Number of years open to examination | 10 years | |||||||
Taxes paid on cash distribution | $8,500,000 | $8,500,000 | $7,600,000 | |||||
[1] | These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets. |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Equity Securities | $9,539 | $0 |
Total recurring assets fair value | 9,539 | 756 |
Derivative financial instrument asset (liability) (note 16) | -3,624 | 756 |
Significant other observable inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring assets fair value | 756 | |
Derivative financial instrument asset (liability) (note 16) | -3,624 | 756 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Equity Securities | 9,539 | 0 |
Total recurring assets fair value | $9,539 | $0 |
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 $) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Derivatives, Fair Value [Line Items] | |||||
Notional amount of forward contracts held to sell U.S. dollars in exchange for Canadian dollars | $49,800,000 | $49,800,000 | $99,600,000 | ||
Cash Flow Hedging [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | -1,791,000 | -1,950,000 | -5,737,000 | 118,000 | |
Prepaid Expenses and Other Current Assets [Member] | Cash Flow Hedging [Member] | Designated As Hedging Instrument [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Fair Value Asset (Liability) | ($3,624,000) | ($3,624,000) | $756,000 |
Derivative_Instruments_And_Hed3
Derivative Instruments And Hedging Activities (Effects Of Derivative Instruments On Income And Other Comprehensive Income (OCI)) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Derivatives, Fair Value [Line Items] | ||||
Loss reclassified into net income | $944 | $589 | $997 | $1,173 |
Cash Flow Hedging [Member] | Foreign Exchange Forward [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | -1,791 | -1,950 | -5,737 | 118 |
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] | ||||
Loss reclassified into net income | ($1,285) | ($801) | ($1,357) | ($1,595) |
Special_Charges_Narrative_Deta
Special Charges (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | $2,342,000 | $4,434,000 | $2,778,000 | $5,738,000 |
Other charges | -9,100,000 | -8,200,000 | ||
Special Charges [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | 2,200,000 | 4,100,000 | 2,500,000 | 5,000,000 |
Acquisition-integration related costs | 100,000 | 300,000 | 300,000 | 700,000 |
Settlement agreement IXOS [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges | 1,400,000 | |||
Pre-Aquisition Sales Tax Liabilities[Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges | -9,800,000 | 0 | -3,800,000 | |
OpenText/GXS Restructuring Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 30,000,000 | 30,000,000 | ||
Special charges recorded to date | $23,500,000 | $23,500,000 |
Special_Charges_Schedule_Of_Sp
Special Charges (Schedule Of Special Charges Related To Restructuring Plan) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
Restructuring Cost and Reserve [Line Items] | |||||
Acquisition-related costs | $2,342 | $4,434 | $2,778 | $5,738 | |
Other charges | -9,075 | 13 | -8,235 | -2,356 | |
Total Special charges (recoveries) | -5,759 | 6,268 | -1,590 | 9,999 | |
OpenText/GXS Restructuring Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 8,847 | 8,847 | 11,079 | ||
Special charges | 1,386 | 0 | 4,192 | 0 | |
Restructuring Reserve, Accrual Adjustment | 4,192 | ||||
Payments for Restructuring | -5,809 | ||||
Restructuring Reserve, Translation Adjustment | -615 | ||||
Restructuring Plans prior to OpenText/GXS Restructuring Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Special charges | -412 | 1,821 | -325 | 6,617 | |
Workforce Reduction [Member] | OpenText/GXS Restructuring Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 5,205 | 5,205 | 5,051 | ||
Restructuring Reserve, Accrual Adjustment | 4,781 | ||||
Payments for Restructuring | -4,236 | ||||
Restructuring Reserve, Translation Adjustment | -391 | ||||
Facility Costs [Member] | OpenText/GXS Restructuring Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 3,642 | 3,642 | 6,028 | ||
Restructuring Reserve, Accrual Adjustment | -589 | ||||
Payments for Restructuring | -1,573 | ||||
Restructuring Reserve, Translation Adjustment | ($224) |
Special_Charges_Schedule_Of_Re
Special Charges (Schedule Of Restructuring Reserve) (Details) (OpenText/GXS Restructuring Plan [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $11,079 |
Accruals and adjustments | 4,192 |
Cash payments | -5,809 |
Foreign exchange | -615 |
Ending balance | 8,847 |
Workforce Reduction [Member] | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 5,051 |
Accruals and adjustments | 4,781 |
Cash payments | -4,236 |
Foreign exchange | -391 |
Ending balance | 5,205 |
Facility Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 6,028 |
Accruals and adjustments | -589 |
Cash payments | -1,573 |
Foreign exchange | -224 |
Ending balance | $3,642 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 16, 2014 | |
Business Acquisition [Line Items] | |||||
Acquisition-related costs | $2,342,000 | $4,434,000 | $2,778,000 | $5,738,000 | |
GXS Group, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Preliminary purchase consideration | 1,218,651,000 | ||||
Cash consideration paid | 1,101,874,000 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | ||||
Purchase consideration, equity issuance (in shares) | 2,595,042 | ||||
Escrow deposit related to business acquisition | 60,000,000 | ||||
Acquired receivables, fair value | 94,300,000 | ||||
Acquired receivables, gross contractual amount | 108,200,000 | ||||
Acquired receivables, estimated uncollectible | 13,900,000 | ||||
Acquisition-related costs | 85,000 | 226,000 | |||
Escrow Deposit Related to Business Acquisition, Disbursement Amount | $30,000,000 |
Acquisitions_Consideration_Pai
Acquisitions (Consideration Paid) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 16, 2014 |
Business Acquisition [Line Items] | |||||
Acquisition-related costs | $2,342 | $4,434 | $2,778 | $5,738 | |
GXS Group, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash Acquired from Acquisition | 24,382 | ||||
Cash consideration paid | 1,101,874 | ||||
Equity consideration paid | 116,777 | ||||
Purchase consideration | 1,218,651 | ||||
Acquisition-related costs | $85 | $226 |
Acquisitions_Identifiable_Asse
Acquisitions (Identifiable Assets Acquired and Liabilities Assumed) (Details) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 16, 2014 | Dec. 31, 2014 | Jun. 30, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $1,940,304 | $1,963,557 | |
GXS Group, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Current assets (inclusive of cash acquired of $24,382) | 127,406 | ||
Cash acquired from acquisition | 24,382 | ||
Non-current tangible assets | 36,139 | ||
Liabilities and non-controlling interest assumed | -105,459 | ||
Total identifiable net assets | 545,886 | ||
Goodwill | 672,765 | ||
Net assets acquired | 1,218,651 | ||
Customer Assets [Member] | GXS Group, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 364,600 | ||
Technology Assets [Member] | GXS Group, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $123,200 |
Supplemental_Cash_Flow_Disclos2
Supplemental Cash Flow Disclosures (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash paid during the period for interest | $10,094,000 | $3,764,000 | $20,606,000 | $7,500,000 |
Cash received during the period for interest | 1,976,000 | 1,260,000 | 2,625,000 | 1,782,000 |
Cash paid during the period for income taxes | 15,491,000 | 11,162,000 | 12,943,000 | 15,715,000 |
Term Loan B [Member] | ||||
Interest Expense, Debt | $6,600,000 | $13,200,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Earnings Per Share [Abstract] | ||||||||
Net income attributable to OpenText | $74,287 | $53,500 | $138,913 | $84,130 | ||||
Basic earnings per share attributable to OpenText | $0.61 | $0.45 | $1.14 | $0.71 | ||||
Net income attributable to OpenText | $74,287 | $53,500 | $138,913 | $84,130 | ||||
Diluted earnings per share attributable to OpenText | $0.60 | $0.45 | $1.13 | $0.71 | ||||
Weighted-average number of shares outstanding - Basic (in shares) | 122,051 | 118,272 | 121,984 | 118,200 | ||||
Effect of dilutive securities (in shares) | 934 | 914 | 950 | 750 | ||||
Weighted-average number of shares outstanding - Diluted (in shares) | 122,985 | 119,186 | 122,934 | 118,950 | ||||
Excluded as anti-dilutive (in shares) | 1,931 | [1] | 226 | [1] | 1,783 | [1] | 470 | [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 $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Stephen Sadler [Member] | ||
Related Party Transaction [Line Items] | ||
Consultancy fees earned by director for business acquisition-related activities | $10 | $200 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 27, 2015 | Jan. 16, 2015 | Jan. 02, 2015 | Jan. 15, 2015 | |
Subsequent Event [Line Items] | ||||||||
Dividends declared per common share (in dollars per share) | $0.17 | $0.15 | $0.35 | $0.30 | ||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends declared per common share (in dollars per share) | $0.17 | |||||||
Actuate Corporation [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $311,500,000 | |||||||
Available-for-sale Securities, Equity Securities | 9,500,000 | |||||||
Informative Graphics Corporation [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 39,100,000 | |||||||
Term Loan A [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Consolidated leverage ratio | 3 | |||||||
Consolidated interest coverage ratio | 3 | |||||||
Senior Notes Due 2023 [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt principal amount | 800,000,000 | |||||||
Interest rate | 5.63% | |||||||
Term Loan B [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Consolidated net leverage ratio | 4 |