Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | Apr. 25, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OPEN TEXT CORP | |
Entity Central Index Key | 1,002,638 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | otex | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 121,289,277 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 877,405 | $ 699,999 |
Short-term investments | 13,008 | 11,166 |
Accounts receivable trade, net of allowance for doubtful accounts of $7,932 as of March 31, 2016 and $5,987 as of June 30, 2015 | 266,450 | 284,131 |
Income taxes recoverable | 15,577 | 21,151 |
Prepaid expenses and other current assets | 56,030 | 53,191 |
Deferred tax assets | 27,952 | 30,711 |
Total current assets | 1,256,422 | 1,100,349 |
Property and equipment | 172,020 | 160,419 |
Goodwill | 2,169,637 | 2,161,592 |
Acquired intangible assets | 558,571 | 679,479 |
Deferred tax assets | 156,148 | 155,411 |
Other assets | 75,286 | 85,576 |
Deferred charges | 26,575 | 37,265 |
Long-term income taxes recoverable | 8,706 | 8,404 |
Total assets | 4,423,365 | 4,388,495 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 212,886 | 241,370 |
Current portion of long-term debt | 8,000 | 8,000 |
Deferred revenues | 368,020 | 358,066 |
Income taxes payable | 20,906 | 17,001 |
Deferred tax liabilities | 734 | 997 |
Total current liabilities | 610,546 | 625,434 |
Long-term liabilities: | ||
Accrued liabilities | 31,357 | 34,682 |
Deferred credits | 9,503 | 12,943 |
Pension liability | 58,292 | 56,737 |
Long-term debt | 1,574,000 | 1,580,000 |
Deferred revenues | 33,868 | 28,223 |
Long-term income taxes payable | 142,616 | 151,484 |
Deferred tax liabilities | 52,701 | 69,185 |
Total long-term liabilities | 1,902,337 | 1,933,254 |
Shareholders’ equity: | ||
121,220,097 and 122,293,986 Common Shares issued and outstanding at March 31, 2016 and June 30, 2015, respectively; Authorized Common Shares: unlimited | 809,708 | 808,010 |
Additional paid-in capital | 140,406 | 126,417 |
Accumulated other comprehensive income | 51,248 | 51,828 |
Retained earnings | 933,791 | 863,015 |
Treasury stock, at cost (633,647 shares at March 31, 2016 and 625,725 at June 30, 2015, respectively) | (25,268) | (19,986) |
Total OpenText shareholders' equity | 1,909,885 | 1,829,284 |
Non-controlling interests | 597 | 523 |
Total shareholders’ equity | 1,910,482 | 1,829,807 |
Total liabilities and shareholders’ equity | $ 4,423,365 | $ 4,388,495 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable trade, allowance for doubtful accounts | $ 7,932 | $ 5,987 |
Common stock, shares outstanding (in shares) | 121,220,097 | 122,293,986 |
Common stock, shares issued (in shares) | 121,220,097 | 122,293,986 |
Treasury stock, shares (in shares) | 633,647 | 625,725 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||||
License | $ 64,397 | $ 63,561 | $ 197,584 | $ 197,137 |
Cloud services and subscriptions | 147,505 | 147,513 | 444,394 | 456,342 |
Customer support | 183,636 | 184,204 | 553,440 | 547,576 |
Professional service and other | 45,005 | 52,299 | 145,007 | 168,154 |
Total revenues | 440,543 | 447,577 | 1,340,425 | 1,369,209 |
Cost of revenues: | ||||
License | 2,480 | 2,980 | 7,190 | 9,388 |
Cloud services and subscriptions | 61,298 | 60,776 | 179,132 | 178,886 |
Customer support | 22,427 | 24,084 | 64,624 | 70,878 |
Professional service and other | 37,599 | 42,396 | 114,038 | 129,999 |
Amortization of acquired technology-based intangible assets | 17,630 | 22,136 | 56,244 | 58,548 |
Total cost of revenues | 141,434 | 152,372 | 421,228 | 447,699 |
Gross profit | 299,109 | 295,205 | 919,197 | 921,510 |
Operating expenses: | ||||
Research and development | 48,160 | 53,222 | 140,310 | 144,134 |
Sales and marketing | 84,600 | 97,146 | 248,420 | 269,167 |
General and administrative | 37,731 | 45,552 | 107,067 | 120,962 |
Depreciation | 13,754 | 12,809 | 39,998 | 37,516 |
Amortization of acquired customer-based intangible assets | 27,966 | 28,250 | 83,564 | 79,498 |
Special charges (recoveries) | (1,671) | 5,622 | 24,754 | 4,032 |
Total operating expenses | 210,540 | 242,601 | 644,113 | 655,309 |
Income from operations | 88,569 | 52,604 | 275,084 | 266,201 |
Other income (expense), net | 2,120 | (9,550) | (1,832) | (28,737) |
Interest and other related expense, net | (16,228) | (16,872) | (54,461) | (36,426) |
Income before income taxes | 74,461 | 26,182 | 218,791 | 201,038 |
Provision for income taxes | 5,353 | (309) | 20,629 | 35,401 |
Net income for the period | 69,108 | 26,491 | 198,162 | 165,637 |
Net (income) loss attributable to non-controlling interests | 7 | 119 | (75) | (114) |
Net income attributable to OpenText | $ 69,115 | $ 26,610 | $ 198,087 | $ 165,523 |
Earnings per share—basic attributable to OpenText (in dollars per share) | $ 0.57 | $ 0.22 | $ 1.63 | $ 1.36 |
Earnings per share—diluted attributable to OpenText (in dollars per share) | $ 0.57 | $ 0.22 | $ 1.62 | $ 1.35 |
Weighted average number of Common Shares outstanding—basic (in shares) | 121,159 | 122,158 | 121,514 | 122,042 |
Weighted average number of Common Shares outstanding—diluted (in shares) | 121,706 | 123,054 | 122,044 | 122,980 |
Dividends declared per Common Share (in dollars per share) | $ 0.2000 | $ 0.1725 | $ 0.6000 | $ 0.5175 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net income for the period | $ 69,108 | $ 26,491 | $ 198,162 | $ 165,637 |
Other comprehensive income—net of tax: | ||||
Net foreign currency translation adjustments | 988 | 9,280 | (40) | 17,626 |
Unrealized gain (loss) on cash flow hedges: | ||||
Unrealized gain (loss) | 2,115 | (2,801) | (2,704) | (7,017) |
Loss reclassified into net income | 1,086 | 2,488 | 2,412 | 3,485 |
Actuarial gain (loss) relating to defined benefit pension plans: | ||||
Actuarial loss | (1,848) | (3,052) | (87) | (10,107) |
Amortization of actuarial loss into net income | 88 | 75 | 261 | 280 |
Unrealized net gain (loss) on marketable securities | (557) | 4 | (422) | 4 |
Total other comprehensive income (loss), net, for the period | 1,872 | 4,088 | (580) | 4,271 |
Total comprehensive income | 70,980 | 30,579 | 197,582 | 169,908 |
Comprehensive (income) loss attributable to non-controlling interests | 7 | 119 | (75) | (114) |
Total comprehensive income attributable to OpenText | 70,987 | 30,698 | 197,507 | 169,794 |
Actuate Corporation | ||||
Actuarial gain (loss) relating to defined benefit pension plans: | ||||
Unrealized net gain (loss) on marketable securities | 0 | 0 | 0 | 1,906 |
Release of unrealized gain on marketable securities (Actuate) | $ 0 | $ (1,906) | $ 0 | $ (1,906) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income for the period | $ 198,162 | $ 165,637 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 179,806 | 175,562 |
Share-based compensation expense | 19,080 | 15,940 |
Excess tax benefits on share-based compensation expense | (257) | (1,611) |
Pension expense | 3,459 | 3,602 |
Amortization of debt issuance costs | 3,470 | 3,410 |
Amortization of deferred charges and credits | 7,250 | 7,893 |
Loss on sale and write down of property and equipment | 1,108 | 118 |
Release of unrealized gain on marketable securities to income | 0 | (3,098) |
Write off of unamortized debt issuance costs | 0 | 2,919 |
Deferred taxes | (15,692) | (4,037) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 22,152 | 76,560 |
Prepaid expenses and other current assets | (2,589) | (4,001) |
Income taxes | 3,290 | 1,354 |
Accounts payable and accrued liabilities | (27,434) | (53,747) |
Deferred revenue | 12,564 | 6,705 |
Other assets | 2,233 | (1,992) |
Net cash provided by operating activities | 406,602 | 391,214 |
Cash flows from investing activities: | ||
Additions of property and equipment | (48,897) | (60,586) |
Proceeds from maturity of short-term investments | 9,239 | 7,092 |
Purchase consideration for prior period acquisitions | 0 | (590) |
Other investing activities | (6,124) | (8,915) |
Net cash used in investing activities | (81,572) | (390,169) |
Cash flows from financing activities: | ||
Excess tax benefits on share-based compensation expense | 257 | 1,611 |
Proceeds from issuance of Common Shares | 11,828 | 12,827 |
Proceeds from long-term debt and revolver | 0 | 800,000 |
Repayment of long-term debt | (6,000) | (520,485) |
Debt issuance costs | 0 | (18,076) |
Payments of dividends to shareholders | (71,627) | (63,174) |
Net cash provided by (used in) financing activities | (141,678) | 211,452 |
Foreign exchange loss on cash held in foreign currencies | (5,946) | (27,210) |
Increase in cash and cash equivalents during the period | 177,406 | 185,287 |
Cash and cash equivalents at beginning of the period | 699,999 | 427,890 |
Cash and cash equivalents at end of the period | 877,405 | 613,177 |
Daegis Inc. | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (22,146) | 0 |
Actuate Corporation | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (8,153) | (291,768) |
Informative Graphics Corporation | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (3,464) | (35,180) |
ICCM Professional Services Limited | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (2,027) | 0 |
Spicer Corporation | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | 0 | (222) |
Treasury Stock | ||
Cash flows from financing activities: | ||
Common Shares repurchased | (10,627) | (1,251) |
Common Stock | ||
Cash flows from financing activities: | ||
Common Shares repurchased | $ (65,509) | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying Condensed Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as "OpenText" or the "Company". We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd. (OT South Africa), GXS, Inc. (GXS Korea) and EC1 Pte. Ltd. (GXS Singapore), which as of March 31, 2016 , were 90% , 85% and 81% owned, respectively, by OpenText. Throughout this Quarterly Report on Form 10-Q: (i) the term “Fiscal 2016” means our fiscal year beginning on July 1, 2015 and ending June 30, 2016; (ii) the term “Fiscal 2015” means our fiscal year beginning on July 1, 2014 and ended June 30, 2015; (iii) the term “Fiscal 2014” means our fiscal year beginning on July 1, 2013 and ended June 30, 2014; and (iv) the term “Fiscal 2013” means our fiscal year beginning on July 1, 2012 and ended June 30, 2013. 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. 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 period balances have been reclassified to conform to the current period presentation including the reclassification related to a change in the method of allocating operating expenses within the Company. As a result of such reclassifications, the following expenses have been reclassified for the three and nine months ended March 31, 2015 as follows: Three Months Ended March 31, Nine Months Ended March 31, 2015 2015 Reclassifications within cost of revenue Decrease to cost of revenue - Cloud services and subscriptions $ (1,174 ) $ (1,878 ) Decrease to cost of revenue - Customer support (8 ) (374 ) Decrease to cost of revenue - Professional services and other (7 ) (654 ) Reclassifications within operating expenses Decrease to operating expense - General and administrative $ (170 ) $ (365 ) Increase to operating expense - Sales and marketing 1,359 3,271 Starting in the fourth quarter of Fiscal 2015, we combined revenues from Cloud services and revenues from subscriptions into one line item named " Cloud services and subscriptions " revenue. In addition, we reclassified certain license revenue, Customer support revenue and Professional services revenue to “ Cloud services and subscriptions ” revenue to better align the nature of revenues that are now depicted under “ Cloud services and subscriptions ” revenue. As a result, revenue and cost of revenues previously reflected in "License", "Customer support" and "Professional services and other" were reclassified to “ Cloud services and subscriptions ”. These revenues and expenses have been reclassified in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2015 to conform with the current period presentation as follows: Three Months Ended March 31, Nine Months Ended March 31, 2015 2015 Reclassifications within revenue Decrease to License $ (397 ) $ (1,260 ) Decrease to Customer support (131 ) (131 ) Decrease to Professional services and other (3,163 ) (9,854 ) Increase to Cloud services and subscriptions 3,691 11,245 Reclassifications within cost of revenue Decrease to cost of revenue - License $ (34 ) $ (126 ) Decrease to cost of revenue - Professional services and other (1,927 ) (5,679 ) Increase to cost of revenue - Cloud services and subscriptions 1,961 5,805 There was no change to income from operations, net income or net income per share in any of the periods presented as a result of these reclassifications. |
Recent Accounting Pronouncement
Recent Accounting Pronouncement | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENT Share-based Compensation In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, "Compensation-Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for us during the first quarter of our fiscal year ending June 30, 2018, with early adoption permitted. We are currently assessing how the adoption of this standard will impact our Condensed Consolidated Financial Statements. Leases In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (ASU 2016-02), which supersedes the guidance in former ASC Topic 840 “Leases”. The most significant change will result in the recognition of lease assets for the right to use the underlying asset and lease liabilities for the obligation to make lease payments by lessees, for those leases classified as operating leases under current guidance. The new guidance will also require significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. This standard is effective for us for our fiscal year ending June 30, 2020, with early adoption permitted. Upon adoption of ASU 2016-02, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We believe adoption of this standard will have a significant impact on our Condensed Consolidated Balance Sheets. Although we have not completed our assessment, we do not expect the adoption to change the recognition, measurement or presentation of lease expenses within the Condensed Consolidated Statements of Operations and Cash Flows. Financial Instruments In January 2016, the FASB issued ASU 2016-01 “Financial Instruments - Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01). This update requires that all equity investments be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). This update also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Additionally, this update eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public entities. ASU 2016-01 is effective for our fiscal year ending June 30, 2019. We are currently evaluating the impact of the pending adoption of ASU 2016-01 on our Condensed Consolidated Financial Statements . Income Taxes - Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (ASU 2015-17). This update eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, under ASU 2015-17, entities will be required to classify all deferred tax assets and liabilities as noncurrent. ASU 2015-17 is effective for our fiscal year ending June 30, 2018. We are still evaluating whether to early adopt this guidance. We expect adoption will cause significant balance sheet reclassifications. Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement-Period Adjustments” (ASU 2015-16). This update amended Accounting Standards Codification (ASC) Topic 805 “Business Combinations” to simplify the presentation of adjustments to the initial purchase price allocation identified during the measurement period of a business combination. ASU 2015-16 requires that the acquirer record, in the reporting period in which the adjustment amounts are determined, the effect on earnings of changes in depreciation, amortization or their income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. An entity must present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination. During the third quarter of Fiscal 2016 we early adopted ASU 2015-16. The early adoption of ASU 2015-16 did not have an impact on our Condensed Consolidated Financial Statements for this period. Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03 "Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). This update amended the ASC Subtopic 835-30, "Interest - Imputation of Interest" to simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. ASU 2015-03 is effective for our fiscal year ending June 30, 2017, with early adoption permitted. The adoption of ASU 2015-03 is not expected to have a material impact on our Condensed Consolidated Financial Statements . Revenue Recognition I n 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 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 include (i) identifying contract(s) with customers, (ii) identifying performance obligations in the contract(s), (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. In August 2015, the FASB voted to defer the effective date of ASU 2014-09 for one year. The new guidance will now be effective for us in the first quarter of our fiscal year ending June 30, 2019. Early adoption, prior to the original effective date, 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. In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net)” (ASU 2016-08), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. ASU 2016-08 clarifies how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. In April 2016, the FASB has issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments however did not change the core principle of the guidance in Topic 606. We are currently evaluating the effect that the pending adoption of the above mentioned ASUs will have on our Condensed Consolidated Financial Statements and related disclosures. Although it is expected to have a significant impact on our revenue recognition policies and disclosures, we have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. |
Allowance For Doubtful Accounts
Allowance For Doubtful Accounts | 9 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | ALLOWANCE FOR DOUBTFUL ACCOUNTS Balance as of June 30, 2015 $ 5,987 Bad debt expense 4,498 Write-off /adjustments (2,553 ) Balance as of March 31, 2016 $ 7,932 Included in accounts receivable are unbilled receivables in the amount of $28.4 million as of March 31, 2016 ( June 30, 2015 — $26.7 million ). |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT As of March 31, 2016 Cost Accumulated Depreciation Net Furniture and fixtures $ 18,894 $ (12,205 ) $ 6,689 Office equipment 819 (215 ) 604 Computer hardware 124,322 (86,049 ) 38,273 Computer software 44,029 (23,146 ) 20,883 Capitalized software development costs 50,253 (14,099 ) 36,154 Leasehold improvements 63,174 (33,709 ) 29,465 Land and buildings 48,173 (8,221 ) 39,952 Total $ 349,664 $ (177,644 ) $ 172,020 As of June 30, 2015 Cost Accumulated Depreciation Net Furniture and fixtures $ 17,571 $ (11,334 ) $ 6,237 Office equipment 1,532 (879 ) 653 Computer hardware 110,076 (72,479 ) 37,597 Computer software 37,981 (17,525 ) 20,456 Capitalized software development costs 38,576 (7,353 ) 31,223 Leasehold improvements 53,391 (29,458 ) 23,933 Land and buildings 47,525 (7,205 ) 40,320 Total $ 306,652 $ (146,233 ) $ 160,419 |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [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, 2015: Balance as of June 30, 2015 $ 2,161,592 Acquisition of Daegis Inc. (note 18) 8,045 Balance as of March 31, 2016 $ 2,169,637 |
Acquired Intangible Assets
Acquired Intangible Assets | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | ACQUIRED INTANGIBLE ASSETS As of March 31, 2016 Cost Accumulated Amortization Net Technology Assets $ 306,973 $ (137,855 ) $ 169,118 Customer Assets 707,806 (318,353 ) 389,453 Total $ 1,014,779 $ (456,208 ) $ 558,571 As of June 30, 2015 Cost Accumulated Amortization Net Technology Assets $ 428,724 $ (210,862 ) $ 217,862 Customer Assets 716,525 (254,908 ) 461,617 Total $ 1,145,249 $ (465,770 ) $ 679,479 The above balances as of March 31, 2016 have been reduced to reflect the impact of intangible assets relating to acquisitions where the gross cost has become fully amortized during the nine months ended March 31, 2016 . The impact of this resulted in a reduction of $129.3 million related to Technology Assets and $20.1 million related to Customer Assets. 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, 2016 (three months ending June 30) $ 43,670 2017 167,614 2018 154,917 2019 127,513 2020 58,210 2021 and beyond 6,647 Total $ 558,571 |
Other Assets
Other Assets | 9 Months Ended |
Mar. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets | OTHER ASSETS As of March 31, 2016 As of June 30, 2015 Debt issuance costs $ 27,160 $ 30,630 Deposits and restricted cash 12,158 12,137 Deferred implementation costs 15,726 13,736 Cost basis investments 14,833 11,386 Marketable securities — 9,108 Long-term prepaid expenses and other long-term assets 5,409 8,579 Total $ 75,286 $ 85,576 Debt issuance costs relate primarily to costs incurred for the purpose of obtaining our credit facilities and Senior Notes (as defined in note 10 below), and are being amortized over the respective terms of the Term Loan B, the Revolver, and Senior Notes (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. Marketable securities are classified as available for sale securities and are recorded on our Condensed Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of Accumulated Other Comprehensive Income. As of March 31, 2016 , all of our marketable securities are recorded as short-term investments. 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 | 9 Months Ended |
Mar. 31, 2016 | |
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 Li
Accounts Payable And Accrued Liabilities | 9 Months Ended |
Mar. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable And Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Current liabilities Accounts payable and accrued liabilities are comprised of the following: As of March 31, 2016 As of June 30, 2015 Accounts payable—trade* $ 43,643 $ 15,558 Accrued salaries and commissions 66,393 83,888 Accrued liabilities 82,104 107,870 Accrued interest on Senior Notes 9,375 20,625 Amounts payable in respect of restructuring and other Special charges 9,025 12,065 Asset retirement obligations 2,346 1,364 Total $ 212,886 $ 241,370 *Accounts payable - trade has increased primarily as a result of an active working capital management program. Long-term accrued liabilities As of March 31, 2016 As of June 30, 2015 Amounts payable in respect of restructuring and other Special charges $ 4,310 $ 2,034 Other accrued liabilities* 20,228 24,826 Asset retirement obligations 6,819 7,822 Total $ 31,357 $ 34,682 * 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”. As of March 31, 2016 , the present value of this obligation was $9.2 million ( June 30, 2015 — $9.2 million ), with an undiscounted value of $9.8 million ( June 30, 2015 — $9.8 million ). |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Mar. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt Long-term debt is comprised of the following: As of March 31, 2016 As of June 30, 2015 Total debt Senior Notes $ 800,000 $ 800,000 Term Loan B 782,000 788,000 1,582,000 1,588,000 Less: Current portion of long-term debt Term Loan B 8,000 8,000 Non-current portion of long-term debt $ 1,574,000 $ 1,580,000 Senior Unsecured Fixed Rate Notes On January 15, 2015, we issued $800 million in aggregate principal amount of 5.625% Senior Notes due 2023 (Senior Notes) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. Senior Notes will mature on January 15, 2023, unless earlier redeemed, in accordance with their terms, or repurchased. For the three and nine months ended March 31, 2016 , we recorded interest expense of $11.2 million and $33.7 million , respectively, relating to Senior Notes ( three and nine months ended March 31, 2015 — $9.4 million , for both periods respectively). Term Loan B In connection with the acquisition of GXS Group, Inc. (GXS), on January 16, 2014, we entered into a 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 the Revolver (defined below). We entered into Term Loan B and borrowed the full amount on January 16, 2014. Term Loan B has a seven year term and repayments made under Term Loan B are equal to 0.25% of the original principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. Borrowings under Term Loan B currently bear a floating rate of interest at a rate per annum equal to 2.5% plus the higher of LIBOR or 0.75% . For the three and nine months ended March 31, 2016 , we recorded interest expense of $6.4 million and $19.5 million , respectively, relating to Term Loan B ( three and nine months ended March 31, 2015 — $6.4 million and $19.6 million , respectively). Revolver We currently have a $300 million committed revolving credit facility (the Revolver). Borrowings under the Revolver are secured by a first charge over substantially all of our assets, and on a pari passu basis with Term Loan B. The Revolver will mature on December 22, 2019 with no fixed repayment date prior to the end of the term. As of March 31, 2016 , we have not drawn any amounts on the Revolver. |
Pension Plans and Other Post Re
Pension Plans and Other Post Retirement Benefits | 9 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and June 30, 2015 : As of March 31, 2016 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 28,433 $ 615 $ 27,818 GXS Germany defined benefit plan 23,140 784 22,356 GXS Philippines defined benefit plan 6,318 33 6,285 Other plans 2,995 1,162 1,833 Total $ 60,886 $ 2,594 $ 58,292 As of June 30, 2015 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 26,091 $ 575 $ 25,516 GXS Germany defined benefit plan 22,420 774 21,646 GXS Philippines defined benefit plan 7,025 26 6,999 Other plans 2,751 175 2,576 Total $ 58,287 $ 1,550 $ 56,737 *The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets (see Note 9). 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 March 31, 2016 , there is approximately $0.1 million in accumulated other comprehensive income related to the CDT pension plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of the 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. 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 March 31, 2016 , there is approximately $5.7 thousand in accumulated other comprehensive income related to the GXS GER plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of the fiscal year. 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 has a fair value of approximately $36.0 thousand as of March 31, 2016 , 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. 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 March 31, 2016 As of June 30, 2015 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of period $ 26,091 $ 22,420 $ 7,025 $ 55,536 $ 29,344 $ 24,182 $ 5,276 $ 58,802 Service cost 317 274 1,244 1,835 452 360 1,518 2,330 Interest cost 458 405 240 1,103 735 625 289 1,649 Benefits paid (413 ) (577 ) (86 ) (1,076 ) (495 ) (793 ) (78 ) (1,366 ) Actuarial (gain) loss 1,988 597 (1,912 ) 673 1,676 2,701 201 4,578 Foreign exchange (gain) loss (8 ) 21 (193 ) (180 ) (5,621 ) (4,655 ) (181 ) (10,457 ) Benefit obligation—end of period 28,433 23,140 6,318 57,891 26,091 22,420 7,025 55,536 Less: Current portion (615 ) (784 ) (33 ) (1,432 ) (575 ) (774 ) (26 ) (1,375 ) Non-current portion of benefit obligation $ 27,818 $ 22,356 $ 6,285 $ 56,459 $ 25,516 $ 21,646 $ 6,999 $ 54,161 The following are details of net pension expense relating to the following pension plans: Three Months Ended March 31, 2016 2015 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Pension expense: Service cost $ 106 $ 86 $ 393 $ 585 $ 104 $ 100 $ 416 $ 620 Interest cost 153 140 78 371 170 125 73 368 Amortization of actuarial gains and losses 107 6 — 113 93 — — 93 Net pension expense $ 366 $ 232 $ 471 $ 1,069 $ 367 $ 225 $ 489 $ 1,081 Nine Months Ended March 31, 2016 2015 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Pension expense: Service cost $ 317 $ 274 $ 1,244 $ 1,835 $ 344 $ 257 $ 1,113 $ 1,714 Interest cost 458 405 240 1,103 560 497 208 1,265 Amortization of actuarial gains and losses 319 17 — 336 307 — — 307 Net pension expense $ 1,094 $ 696 $ 1,484 $ 3,274 $ 1,211 $ 754 $ 1,321 $ 3,286 In determining the fair value of the pension plan benefit obligations as of March 31, 2016 and June 30, 2015 , respectively, we used the following weighted-average key assumptions: As of March 31, 2016 As of June 30, 2015 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 2.00% 2.00% 6.20% 2.00% 2.00% 7.00% Pension increases 1.75% 2.00% 4.00% 1.75% 2.00% 3.50% Discount rate 1.94% 2.13% 4.75% 2.36% 2.54% 4.75% 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 2016 (three months ending June 30) $ 144 $ 193 $ 7 2017 629 787 30 2018 672 876 39 2019 753 936 65 2020 820 988 101 2021 to 2025 5,034 5,368 1,262 Total $ 8,052 $ 9,148 $ 1,504 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 | 9 Months Ended |
Mar. 31, 2016 | |
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 Cash Dividends For the three and nine months ended March 31, 2016 , pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.2000 and $0.6000 , respectively, per Common Share, in the aggregate amount of $24.1 million and $71.6 million , respectively, which we paid during the same period. For the three and nine months ended March 31, 2015 , pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.1725 and $0.5175 , respectively, per Common Share, in the aggregate amount of $21.1 million and $63.2 million , respectively. 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 months ended March 31, 2016 , we did not repurchase any of our Common Shares for potential reissuance under our Long Term Incentive Plans (LTIP) or other plans. During the nine months ended March 31, 2016 , we repurchased 225,000 Common Shares, in the amount of $10.6 million , for potential reissuance under our LTIP or other plans. During the three and nine months ended March 31, 2015 , we repurchased 22,222 Common Shares, in the amount of $1.3 million , for potential reissuance under our LTIP or other plans. See below for more details on our various plans. Reissuance During the three and nine months ended March 31, 2016 , we reissued 10,000 and 217,078 Common Shares, respectively, from treasury stock ( three and nine months ended March 31, 2015 — 22,222 and 377,775 Common Shares, respectively), in connection with the settlement of our LTIP and other awards. Share Repurchase Plan On July 28, 2015, our board of directors (the Board) authorized the repurchase of up to $200 million of Common Shares (Share Repurchase Plan). Shares may be repurchased from time to time in the open market, private purchases through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. During the three months ended March 31, 2016 , we did not repurchase any of our Common Shares under the Share Repurchase Plan ( three months ended March 31, 2015 — nil ). During the nine months ended March 31, 2016 , we repurchased and cancelled 1,476,248 Common Shares for approximately $65.5 million under our Share Repurchase Plan ( nine months ended March 31, 2015 — nil ). Of the $65.5 million repurchased, $55.7 million was recorded to retained earnings to reflect the difference between the market price of Common Shares repurchased and its book value. As of March 31, 2016 , approximately $134.5 million remained available for the repurchase of Common Shares under the Share Repurchase Plan. Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows: Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Stock options $ 3,025 $ 3,461 $ 9,785 $ 8,875 Performance Share Units (issued under LTIP) 610 600 1,957 1,745 Restricted Share Units (issued under LTIP) 1,150 1,287 3,754 3,391 Restricted Share Units (other) 330 320 1,041 564 Deferred Share Units (directors) 533 894 2,225 1,365 Employee Share Purchase Plan 318 — 318 — Total share-based compensation expense $ 5,966 $ 6,562 $ 19,080 $ 15,940 Summary of Outstanding Stock Options As of March 31, 2016 , an aggregate of 4,214,440 options to purchase Common Shares were outstanding and an additional 2,856,391 options to purchase 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. Currently we also have options outstanding that vest over five years , as well as options outstanding that vest based on meeting certain market conditions. The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date. A summary of activity under our stock option plans for the nine months ended March 31, 2016 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2015 4,375,365 $ 42.26 Granted 585,140 46.13 Exercised (324,702 ) 25.57 Forfeited or expired (421,363 ) 48.87 Outstanding at March 31, 2016 4,214,440 $ 43.42 4.67 $ 38,565 Exercisable at March 31, 2016 1,605,470 $ 37.13 3.61 $ 24,015 We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, 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 techniques 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 March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Weighted–average fair value of options granted $ 10.81 $ 13.35 $ 11.06 $ 13.59 Weighted-average assumptions used: Expected volatility 31.53 % 31.68 % 32.23 % 31.94 % Risk–free interest rate 1.08 % 1.14 % 1.34 % 1.43 % Expected dividend yield 1.70 % 1.27 % 1.66 % 1.20 % Expected life (in years) 4.33 4.33 4.33 4.33 Forfeiture rate (based on historical rates) 5 % 5 % 5 % 5 % Average exercise share price $ 47.01 $ 54.17 $ 46.13 $ 54.57 As of March 31, 2016 , the total compensation cost related to the unvested stock option awards not yet recognized was approximately $27.1 million , which will be recognized over a weighted-average period of approximately 2.3 years . No cash was used by us to settle equity instruments granted under share-based compensation arrangements. We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. For the three and nine months ended March 31, 2016 , cash in the amount of $2.0 million and $8.3 million , respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2016 from the exercise of options eligible for a tax deduction was $0.4 million and $0.6 million , respectively. For the three and nine months ended March 31, 2015 , cash in the amount of $3.1 million and $10.7 million , respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2015 from the exercise of options eligible for a tax deduction was $0.1 million and $0.9 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. Fiscal 2015 LTIP 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. We settled the Fiscal 2015 LTIP by issuing 202,078 Common Shares from our treasury stock during the three months ended December 31, 2015, with a cost of $5.0 million . Fiscal 2016 LTIP Grants made in Fiscal 2014 under the LTIP (collectively referred to as Fiscal 2016 LTIP) consisting of PSUs and RSUs, 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. Fiscal 2017 LTIP 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. Fiscal 2018 LTIP Grants made in Fiscal 2016 under the LTIP (collectively referred to as Fiscal 2018 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2016 starting on August 23, 2015. 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 2018 LTIP. We expect to settle the Fiscal 2018 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. As of March 31, 2016 , the total expected compensation cost related to the unvested LTIP awards not yet recognized was $15.2 million , which is expected to be recognized over a weighted average period of 1.9 years . Restricted Share Units (RSUs) During the three and nine months ended March 31, 2016 , we granted 25,000 RSUs to employees in accordance with employment agreements ( three and nine months ended March 31, 2015 — 30,000 and 45,000 , respectively). The RSUs will vest over a specified contract date, typically three years from the respective date of grants. We expect to settle the awards in stock. During the three and nine months ended March 31, 2016 , we issued 10,000 and 15,000 Common Shares, respectively, from our treasury stock, with a cost of $0.2 million and $0.3 million , respectively, in connection with the settlement of vested RSUs ( three and nine months ended March 31, 2015 — 22,222 , with a cost of $1.3 million , for both periods respectively). Deferred Stock Units (DSUs) During the three and nine months ended March 31, 2016 , we granted 1,287 and 54,660 DSUs, respectively, to certain non-employee directors ( three and nine months ended March 31, 2015 — 37,199 and 37,597 , respectively). 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) We recently implemented a number of amendments to our ESPP, including increasing the purchase price discount from 5% to 15% and permitting Common Shares to be purchased on the open market by the trustee of a trust, or by an agent or broker designated by an administrator, and transferred to eligible employees under the ESPP, as an alternative to the issuance of Common Shares from treasury (the Amendments). The Amendments apply to purchase periods commencing on or after January 1, 2016 unless otherwise determined by the Board or the compensation committee of the Board. In accordance with the Amendments, during the three months ended March 31, 2016 , we have determined that 40,900 Common Shares are eligible for issuance to employees enrolled in the ESPP, after factoring a purchase price discount of 15% . Any Common Shares that have been issued under the ESPP prior to the purchase period commencing on January 1, 2016 were issued at a purchase price discount of 5%. During the three and nine months ended March 31, 2016 , cash in the amount of approximately $1.8 million and $3.5 million , respectively, was received from employees relating to the ESPP ( three and nine months ended March 31, 2015 — $0.7 million and $2.2 million , respectively). |
Guarantees and Contingencies
Guarantees and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantees and Contingencies | GUARANTEES AND CONTINGENCIES We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total April 1, 2016— July 1, 2016— July 1, 2018— July 1, 2020 Long-term debt obligations $ 2,017,741 $ 8,424 $ 156,944 $ 155,957 $ 1,696,416 Operating lease obligations* 188,797 11,136 74,506 51,022 52,133 Purchase obligations 9,921 2,732 6,661 528 — $ 2,216,459 $ 22,292 $ 238,111 $ 207,507 $ 1,748,549 *Net of $6.9 million of sublease income to be received from properties which we have subleased to third parties. Guarantees and Indemnifications We have entered into customer agreements which may include provisions to indemnify our customers against third party claims that our software products or services infringe certain third party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Condensed Consolidated Financial Statements . Litigation We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 "Loss Contingencies" (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 , the aggregate of such estimated losses was 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 As we have previously disclosed, the United States Internal Revenue Service (IRS) is examining certain of our tax returns for our fiscal year ended June 30, 2010 (Fiscal 2010) through our fiscal year ended June 30, 2012 (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. We also previously disclosed that the examinations may lead to proposed adjustments to our taxes that may be material, individually or in the aggregate, and that we have not recorded any material accruals for any such potential adjustments in our Condensed Consolidated Financial Statements . As part of these examinations, (which are ongoing), on July 17, 2015 we received from the IRS a Notice of Proposed Adjustment (NOPA) in draft form proposing a one-time approximately $280 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010 and proposing penalties equal to 20% of the additional taxes, plus interest at the applicable statutory rate (which will continue to accrue until the matter is resolved and may be substantial). A NOPA is an IRS position and does not impose an obligation to pay tax. The draft NOPA may be changed before the final NOPA is issued, including because the IRS reserved the right in the draft NOPA to increase the adjustment. Based on our discussions with the IRS, we expect we will receive an additional NOPA proposing an approximately $80 million increase to our U.S. federal taxes for Fiscal 2012 arising from the integration of Global 360 Holding Corp. into the structure that resulted from the reorganization, accompanied by proposed penalties and interest (although there can be no assurance that this will be the amount reflected in the NOPA when received). Depending upon the outcome of these matters, additional state income taxes plus penalties and interest may be due. We currently estimate that, as of March 31, 2016 , adjustments under the draft NOPA in its present form and the anticipated additional NOPA could result in an aggregate liability of approximately $550 million, inclusive of U.S. federal and state taxes, penalties and interest. We strongly disagree with the IRS’ position and intend to vigorously contest the proposed adjustments to our taxable income. We are examining various alternatives available to taxpayers to contest the proposed adjustments. Any such alternatives could involve a lengthy process and result in the incurrence of significant expenses. As of the date of this Quarterly Report on Form 10-Q , we have not recorded any material accruals in respect of these examinations in our Condensed Consolidated Financial Statements . An adverse outcome of these tax examinations could have a material adverse effect on our financial position and results of operations. 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 $2.2 million as of March 31, 2016 . 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 has approximately $4.5 million accrued 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 $1.5 million to cover our anticipated financial exposure in this matter. Please also see "Risk Factors" included in our Annual Report on Form 10-K for Fiscal 2015. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates. We recognize interest expense and penalties related to income tax matters in income tax expense. For the three and nine months ended March 31, 2016 and 2015 , we recognized the following amounts as income tax-related interest expense and penalties: Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Interest expense $ 949 $ 1,587 $ 3,921 $ 5,098 Penalties expense (recoveries) 7 (90 ) (2,719 ) (385 ) Total $ 956 $ 1,497 $ 1,202 $ 4,713 As of March 31, 2016 and June 30, 2015 , the following amounts have been accrued on account of income tax-related interest expense and penalties: As of March 31, 2016 As of June 30, 2015 Interest expense accrued * $ 31,791 $ 28,827 Penalties accrued * $ 1,687 $ 5,040 * These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets . We believe that it is reasonably possible that the gross unrecognized tax benefits, as of March 31, 2016 , could decrease tax expense in the next 12 months by $3.8 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. The earliest fiscal years open for examination are 2008 for both Canada and Germany, 2010 for the United States, and 2011 for Luxembourg. 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, Germany, India, the Netherlands and Japan. 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. For more information relating to certain tax audits, please refer to note 13. As at March 31, 2016 , we have provided $13.6 million (June 30, 2015— $12.1 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 tax rate (which is the provision for taxes expressed as a percentage of net income before taxes) increased to an expense of 7.2% for the three months ended March 31, 2016 , compared to a recovery of 1.2% for the three months ended March 31, 2015 . The increase to tax expense of $5.7 million is primarily the result of higher net income, having an impact of $12.8 million , partially offset by (i) variances in income among jurisdiction resulting in an increased benefit of foreign rates in the amount of $4.4 million and (ii) a decrease in the amount of tax filings in excess of amounts booked in the amount of $3.4 million . The remainder of the differences are due to normal course movements and non-material items. The effective tax rate decreased to 9.4% for the nine months ended March 31, 2016 , compared to 17.6% for the nine months ended March 31, 2015 . The decrease to tax expense of $14.8 million is primarily the result of a decrease in the net expense of unrecognized tax benefits with related interest and penalties in the amount of $14.5 million . The remainder of the differences are due to normal course movements and non-material items. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | FAIR VALUE MEASUREMENT ASC Topic 820 “Fair Value Measurement” (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 March 31, 2016 and June 30, 2015: March 31, 2016 June 30, 2015 Fair Market Measurements using: Fair Market Measurements using: March 31, 2016 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2015 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs (Level 1) (Level 2) (Level 3) (Level 1) (Level 2) (Level 3) Financial Assets: Short-term investments* $ 13,008 n/a $ 13,008 n/a $ 20,274 n/a $ 20,274 n/a Derivative financial instrument asset (note 16) — n/a — n/a 273 n/a 273 n/a $ 13,008 n/a $ 13,008 n/a $ 20,547 n/a $ 20,547 n/a Financial Liabilities: Derivative financial instrument liability (note 16) $ (125 ) n/a $ (125 ) n/a $ — n/a $ — n/a $ (125 ) n/a $ (125 ) n/a $ — n/a $ — n/a *These assets in the table above are classified as Level 2 as certain specific assets included within may not have quoted prices that are readily accessible in an active market or we may have relied on alternative pricing methods that do not rely exclusively on quoted prices to determine the fair value of the investments. 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 these instruments. Our discounted cash flow techniques use observable market inputs, such as, where applicable, 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 nine months ended March 31, 2016 and 2015 , no indications of impairment were identified and therefore no fair value measurements were required. If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three and nine months ended March 31, 2016 and 2015 , we did not have any transfers between Level 1, Level 2 or Level 3. Short-term Investments Short-term investments are classified as available for sale securities and are recorded on our Condensed Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of Accumulated Other Comprehensive Income. A summary of our short-term investments outstanding as of March 31, 2016 and June 30, 2015 is as follows: As of March 31, 2016 As of June 30, 2015 Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Short-term investments $ 13,442 $ 5 $ (439 ) $ 13,008 $ 20,286 $ 2 $ (14 ) $ 20,274 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Mar. 31, 2016 | |
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 relationship 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 foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months. We do not use derivatives for speculative purposes. 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 March 31, 2016 , is recorded within “Accounts payable and accrued liabilities”. As of March 31, 2016 , the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $44.8 million ( June 30, 2015 — $76.4 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 March 31, 2016 As of June 30, 2015 Derivatives Balance Sheet Location Fair Value Fair Value Foreign currency forward contracts designated as cash flow hedges Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ (125 ) $ 273 Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Three and Nine Months Ended March 31, 2016 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or Location of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Foreign currency forward contracts $ 2,877 $ (3,679 ) Operating $ (1,477 ) $ (3,281 ) N/A $ — $ — Three and Nine Months Ended March 31, 2015 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Location of Amount of Gain or Location of Amount of Gain or (Loss) Recognized in Three Months Ended March 31, 2015 Nine Months Ended March 31, 2015 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2015 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2015 Foreign currency forward contracts $ (3,811 ) $ (9,548 ) Operating $ (3,385 ) $ (4,742 ) N/A $ — $ — |
Special Charges (Recoveries)
Special Charges (Recoveries) | 9 Months Ended |
Mar. 31, 2016 | |
Restructuring, Settlement and Impairment Provisions [Abstract] | |
Special Charges (Recoveries) | 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 miscellaneous charges. Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Fiscal 2015 Restructuring Plan 751 2,071 21,780 2,071 OpenText/GXS Restructuring Plan 28 455 (2,006 ) 4,647 Restructuring Plans prior to OpenText/GXS Restructuring Plan — (1,275 ) 4 (1,600 ) Acquisition-related costs 855 1,506 2,015 4,284 Other charges (recoveries) (3,305 ) 2,865 2,961 (5,370 ) Total $ (1,671 ) $ 5,622 $ 24,754 $ 4,032 Fiscal 2015 Restructuring Plan In the third quarter of Fiscal 2015 and in the context of the acquisition of Actuate Corporation (Actuate), we began to implement restructuring activities to streamline our operations (OpenText/Actuate Restructuring Plan). We subsequently announced, on May 20, 2015 that we were initiating a restructuring program in conjunction with organizational changes to support our cloud strategy and drive further operational efficiencies. These charges are combined with the OpenText/Actuate Restructuring Plan (collectively referred to as the Fiscal 2015 Restructuring Plan ) and are presented below. The Fiscal 2015 Restructuring Plan 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 March 31, 2016 , we expect total costs to be incurred in conjunction with the Fiscal 2015 Restructuring Plan to be approximately $32.0 to $35.0 million , of which $30.1 million has already been recorded within Special charges to date. We expect the Fiscal 2015 Restructuring Plan to be substantially completed by the end of Fiscal 2016. A reconciliation of the beginning and ending liability for the nine months ended March 31, 2016 is shown below. Fiscal 2015 Restructuring Plan Workforce reduction Facility costs Total Balance as of June 30, 2015 $ 3,842 $ 2,126 $ 5,968 Accruals and adjustments 16,971 4,809 21,780 Cash payments (15,129 ) (1,829 ) (16,958 ) Foreign exchange (666 ) 368 (298 ) Balance as of March 31, 2016 $ 5,018 $ 5,474 $ 10,492 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, facility consolidations and other miscellaneous direct costs. 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. Since the inception of the plan $25.3 million has been recorded within Special charges. We do not expect to incur any further significant charges related to this plan. A reconciliation of the beginning and ending liability for the nine months ended March 31, 2016 are shown below. OpenText/GXS Restructuring Plan Workforce reduction Facility costs Total Balance as of June 30, 2015 $ 2,846 $ 4,436 $ 7,282 Accruals and adjustments (458 ) (1,547 ) (2,005 ) Cash payments (494 ) (1,541 ) (2,035 ) Foreign exchange (208 ) (566 ) (774 ) Balance as of March 31, 2016 $ 1,686 $ 782 $ 2,468 Acquisition-related costs Included within "Special charges" for the three and nine months ended March 31, 2016 are costs incurred directly in relation to acquisitions in the amount of $0.7 million and $1.9 million , respectively ( three and nine months ended March 31, 2015 — $1.4 million and $3.9 million , respectively). We incurred $0.1 million costs relating to financial advisory, legal, valuation and audit services and other miscellaneous costs necessary to integrate acquired companies into our organization during the three and nine months ended March 31, 2016 ( three and nine months ended March 31, 2015 — $0.1 million and $0.4 million , respectively). Other charges (recoveries) ERP Implementation Costs We are currently involved in a one-time project to implement a broad enterprise resource planning (ERP) system. The project is expected to be completed within our fiscal year ended June 30, 2017. For the three and nine months ended March 31, 2016 , we incurred costs of $1.1 million and $ 5.9 million , respectively, relating to this project. Other costs For the three months ended March 31, 2016 , "Other costs" primarily includes (i) a charge of $0.6 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and to reorganize certain legal entities and (ii) $0.2 million relating to assets disposed in connection with a restructured facility. These charges were offset by (i) a recovery of $4.7 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement and (ii) the release of $0.6 million relating to interest on certain pre-acquisition liabilities becoming statute barred. For the nine months ended March 31, 2016 , "Other costs" primarily includes (i) a charge of $1.5 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and to reorganize certain legal entities, (ii) $1.1 million relating to the assets disposed in connection with a restructured facility and (iii) $0.4 million of other miscellaneous charges. These charges were offset by (i) a recovery of $5.2 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement or becoming statute barred and (ii) a recovery of $0.7 million relating to interest being released on certain pre-acquisition liabilities becoming statute barred. Included within "Other costs" for the three months ended March 31, 2015 is (i) a charge of $2.9 million relating to the write-off of unamortized debt issuance costs associated with the repayment of our previously existing $600 million term loan facility (Term Loan A) and (ii) a charge of $2.1 million relating to post-business combination compensation obligations, associated with the acquisition of Actuate. These charges were offset by a recovery of $2.8 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement. Included within "Other recoveries" for the nine months ended March 31, 2015 is (i) a recovery of $8.8 million relating to certain pre-acquisition tax liabilities being released upon settlement, (ii) a recovery of $2.4 million relating to certain pre-acquisition sales and use tax liabilities becoming statute barred and (iii) a recovery of $1.3 million relating to interest released on certain pre-acquisition liabilities. These recoveries were offset by charges of $2.9 million relating to the write-off of unamortized debt issuance costs associated with the repayment of Term Loan A and $2.1 million relating to post-business combination compensation obligations associated with the acquisition of Actuate. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Fiscal 2016 Acquisitions Acquisition of Daegis Inc. On November 23, 2015, we acquired Daegis Inc. (Daegis), a global information governance, data migration solutions and development company, based in Irvine, Texas, United States. Total consideration for Daegis was $23.3 million ( $22.1 million - net of cash acquired). In accordance with Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination. We believe this acquisition enables OpenText to strengthen our current information governance capabilities. The finalization of the purchase price allocation is pending the finalization of the fair value for taxation-related balances and for potential unrecorded liabilities. Acquisition-related costs for Daegis included in Special charges in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2016 were $0.1 million and $1.1 million , respectively. The results of operations of Daegis have been consolidated with those of OpenText beginning November 23, 2015. The acquisition had no significant impact on revenues and net earnings for the three and nine months ended March 31, 2016 . There was also no significant impact on the Company's revenues and net income on a pro forma basis for all periods presented. Fiscal 2015 Acquisitions Acquisition of Actuate Corporation On January 16, 2015, we acquired Actuate, based in San Francisco, California, United States. Actuate was a leader in personalized analytics and insights and we believe the acquisition complements our OpenText EIM Suite. In accordance with Topic 805, this acquisition was accounted for as a business combination. The results of operations of Actuate were consolidated with those of OpenText beginning January 16, 2015. The following tables summarize the consideration paid for Actuate and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: Cash consideration $ 322,417 Fair value, at date of acquisition, on shares of Actuate already owned through open market purchases 9,539 Purchase consideration $ 331,956 Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of January 16, 2015, are set forth below: Current assets (inclusive of cash acquired of $22,463) $ 78,150 Non-current tangible assets 13,540 Intangible customer assets 62,600 Intangible technology assets 60,000 Liabilities assumed (79,686 ) Total identifiable net assets 134,604 Goodwill 197,352 Net assets acquired $ 331,956 No portion of the goodwill recorded upon the acquisition of Actuate is expected to be deductible for tax purposes. The fair value of current assets acquired includes accounts receivable with a fair value of $23.4 million . The gross amount receivable was $23.6 million of which $0.2 million of this receivable was expected to be uncollectible. We recognized a gain of $3.1 million as a result of remeasuring to fair value our investment in Actuate held before the date of acquisition. The gain was included in "Other income" in our Consolidated Financial Statements during the year ended June 30, 2015. Acquisition of Informative Graphics Corporation On January 2, 2015, we acquired Informative Graphics Corporation (IGC), based in Scottsdale, Arizona, United States. IGC was a leading developer of viewing, annotation, redaction and publishing commercial software. Total consideration for IGC was $40.0 million ( $38.7 million - net of cash acquired). In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition enables OpenText to engineer solutions that further increase a user's experience within our OpenText EIM Suite. The results of operations of IGC were consolidated with those of OpenText beginning January 2, 2015. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Disclosures | SUPPLEMENTAL CASH FLOW DISCLOSURES Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Cash paid during the period for interest $ 29,176 (1) $ 7,291 $ 65,412 (1) $ 27,897 Cash received during the period for interest $ 2,870 (2) $ 740 $ 3,412 $ 3,365 Cash paid during the period for income taxes $ 5,049 $ 7,868 $ 21,515 $ 20,811 (1) We issued Senior Notes on January 15, 2015. Interest owing on Senior Notes is payable semi-annually, with the first payment of $22.5 million made on July 15, 2015 (see note 10). (2) Included in this amount is investment income of approximately $2.1 million , received as part of income distributions made by companies accounted for as cost basis investments. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2016 | |
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 March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Basic earnings per share Net income attributable to OpenText $ 69,115 $ 26,610 $ 198,087 $ 165,523 Basic earnings per share attributable to OpenText $ 0.57 $ 0.22 $ 1.63 $ 1.36 Diluted earnings per share Net income attributable to OpenText $ 69,115 $ 26,610 $ 198,087 $ 165,523 Diluted earnings per share attributable to OpenText $ 0.57 $ 0.22 $ 1.62 $ 1.35 Weighted-average number of shares outstanding Basic 121,159 122,158 121,514 122,042 Effect of dilutive securities 547 896 530 938 Diluted 121,706 123,054 122,044 122,980 Excluded as anti-dilutive* 2,707 2,525 2,747 2,430 * Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2016 | |
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 the Board and the transaction be approved by a majority of the independent members of the Board. The Board reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest. In determining whether to approve a related party transaction, the Board generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the Company of the proposed transaction; if applicable, the effects on a director’s independence; and if applicable, the availability of other sources of comparable services or products. During the nine months ended March 31, 2016 , Mr. Stephen Sadler, a director, earned $0.2 million ( March 31, 2015 — $0.5 million ) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENT Cash Dividends As part of our quarterly, non-cumulative cash dividend program, we declared, on April 26, 2016 , a dividend of $0.23 per Common Share. The record date for this dividend is May 27, 2016 and the payment date is June 17, 2016 . 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 Certain Customer Experience Software Assets from HP Inc. On April 18, 2016, we signed a definitive agreement to acquire certain customer experience software and services assets from HP Inc. for approximately $170 million . We expect that the acquisition will complement our current software portfolio, particularly our Customer Experience Management and Cloud offerings. The transaction is expected to close in the fourth quarter of Fiscal 2016 and is subject to customary regulatory approvals and closing conditions. Acquisition of ANXeBusiness Corp. O n April 19, 2016, we signed a definitive agreement to acquire all of the outstanding shares of ANXeBusiness Corp. (ANX), a leading provider of cloud-based information exchange services to the Automotive and Healthcare industries, for approximately $104 million . We believe this acquisition will strengthen our industry presence and reach in the Automotive and Healthcare industries through strong customer relationships and targeted business partner collaboration solutions. The transaction is expected to close in the fourth quarter of Fiscal 2016 and is subject to customary closing conditions. |
Recent Accounting Pronounceme29
Recent Accounting Pronouncement (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy | 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, Policy | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation including the reclassification related to a change in the method of allocating operating expenses within the Company. |
Recent Accounting Pronouncements, Policy | Share-based Compensation In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, "Compensation-Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for us during the first quarter of our fiscal year ending June 30, 2018, with early adoption permitted. We are currently assessing how the adoption of this standard will impact our Condensed Consolidated Financial Statements. Leases In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (ASU 2016-02), which supersedes the guidance in former ASC Topic 840 “Leases”. The most significant change will result in the recognition of lease assets for the right to use the underlying asset and lease liabilities for the obligation to make lease payments by lessees, for those leases classified as operating leases under current guidance. The new guidance will also require significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. This standard is effective for us for our fiscal year ending June 30, 2020, with early adoption permitted. Upon adoption of ASU 2016-02, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We believe adoption of this standard will have a significant impact on our Condensed Consolidated Balance Sheets. Although we have not completed our assessment, we do not expect the adoption to change the recognition, measurement or presentation of lease expenses within the Condensed Consolidated Statements of Operations and Cash Flows. Financial Instruments In January 2016, the FASB issued ASU 2016-01 “Financial Instruments - Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01). This update requires that all equity investments be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). This update also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Additionally, this update eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public entities. ASU 2016-01 is effective for our fiscal year ending June 30, 2019. We are currently evaluating the impact of the pending adoption of ASU 2016-01 on our Condensed Consolidated Financial Statements . Income Taxes - Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (ASU 2015-17). This update eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, under ASU 2015-17, entities will be required to classify all deferred tax assets and liabilities as noncurrent. ASU 2015-17 is effective for our fiscal year ending June 30, 2018. We are still evaluating whether to early adopt this guidance. We expect adoption will cause significant balance sheet reclassifications. Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement-Period Adjustments” (ASU 2015-16). This update amended Accounting Standards Codification (ASC) Topic 805 “Business Combinations” to simplify the presentation of adjustments to the initial purchase price allocation identified during the measurement period of a business combination. ASU 2015-16 requires that the acquirer record, in the reporting period in which the adjustment amounts are determined, the effect on earnings of changes in depreciation, amortization or their income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. An entity must present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination. During the third quarter of Fiscal 2016 we early adopted ASU 2015-16. The early adoption of ASU 2015-16 did not have an impact on our Condensed Consolidated Financial Statements for this period. Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03 "Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). This update amended the ASC Subtopic 835-30, "Interest - Imputation of Interest" to simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. ASU 2015-03 is effective for our fiscal year ending June 30, 2017, with early adoption permitted. The adoption of ASU 2015-03 is not expected to have a material impact on our Condensed Consolidated Financial Statements . Revenue Recognition I n 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 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 include (i) identifying contract(s) with customers, (ii) identifying performance obligations in the contract(s), (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. In August 2015, the FASB voted to defer the effective date of ASU 2014-09 for one year. The new guidance will now be effective for us in the first quarter of our fiscal year ending June 30, 2019. Early adoption, prior to the original effective date, 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. In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net)” (ASU 2016-08), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. ASU 2016-08 clarifies how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. In April 2016, the FASB has issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments however did not change the core principle of the guidance in Topic 606. We are currently evaluating the effect that the pending adoption of the above mentioned ASUs will have on our Condensed Consolidated Financial Statements and related disclosures. Although it is expected to have a significant impact on our revenue recognition policies and disclosures, we have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. |
Basis of Presentation Reclassif
Basis of Presentation Reclassifications (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prior Period Adjustments | As a result of such reclassifications, the following expenses have been reclassified for the three and nine months ended March 31, 2015 as follows: Three Months Ended March 31, Nine Months Ended March 31, 2015 2015 Reclassifications within cost of revenue Decrease to cost of revenue - Cloud services and subscriptions $ (1,174 ) $ (1,878 ) Decrease to cost of revenue - Customer support (8 ) (374 ) Decrease to cost of revenue - Professional services and other (7 ) (654 ) Reclassifications within operating expenses Decrease to operating expense - General and administrative $ (170 ) $ (365 ) Increase to operating expense - Sales and marketing 1,359 3,271 These revenues and expenses have been reclassified in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2015 to conform with the current period presentation as follows: Three Months Ended March 31, Nine Months Ended March 31, 2015 2015 Reclassifications within revenue Decrease to License $ (397 ) $ (1,260 ) Decrease to Customer support (131 ) (131 ) Decrease to Professional services and other (3,163 ) (9,854 ) Increase to Cloud services and subscriptions 3,691 11,245 Reclassifications within cost of revenue Decrease to cost of revenue - License $ (34 ) $ (126 ) Decrease to cost of revenue - Professional services and other (1,927 ) (5,679 ) Increase to cost of revenue - Cloud services and subscriptions 1,961 5,805 |
Allowance For Doubtful Accoun31
Allowance For Doubtful Accounts (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Changes in Carrying Amount of Allowance For Doubtful Accounts | Balance as of June 30, 2015 $ 5,987 Bad debt expense 4,498 Write-off /adjustments (2,553 ) Balance as of March 31, 2016 $ 7,932 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment by Type | As of March 31, 2016 Cost Accumulated Depreciation Net Furniture and fixtures $ 18,894 $ (12,205 ) $ 6,689 Office equipment 819 (215 ) 604 Computer hardware 124,322 (86,049 ) 38,273 Computer software 44,029 (23,146 ) 20,883 Capitalized software development costs 50,253 (14,099 ) 36,154 Leasehold improvements 63,174 (33,709 ) 29,465 Land and buildings 48,173 (8,221 ) 39,952 Total $ 349,664 $ (177,644 ) $ 172,020 As of June 30, 2015 Cost Accumulated Depreciation Net Furniture and fixtures $ 17,571 $ (11,334 ) $ 6,237 Office equipment 1,532 (879 ) 653 Computer hardware 110,076 (72,479 ) 37,597 Computer software 37,981 (17,525 ) 20,456 Capitalized software development costs 38,576 (7,353 ) 31,223 Leasehold improvements 53,391 (29,458 ) 23,933 Land and buildings 47,525 (7,205 ) 40,320 Total $ 306,652 $ (146,233 ) $ 160,419 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amount of Goodwill | The following table summarizes the changes in goodwill since June 30, 2015: Balance as of June 30, 2015 $ 2,161,592 Acquisition of Daegis Inc. (note 18) 8,045 Balance as of March 31, 2016 $ 2,169,637 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Calculation of Acquired Intangibles by Asset Class | As of March 31, 2016 Cost Accumulated Amortization Net Technology Assets $ 306,973 $ (137,855 ) $ 169,118 Customer Assets 707,806 (318,353 ) 389,453 Total $ 1,014,779 $ (456,208 ) $ 558,571 As of June 30, 2015 Cost Accumulated Amortization Net Technology Assets $ 428,724 $ (210,862 ) $ 217,862 Customer Assets 716,525 (254,908 ) 461,617 Total $ 1,145,249 $ (465,770 ) $ 679,479 |
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, 2016 (three months ending June 30) $ 43,670 2017 167,614 2018 154,917 2019 127,513 2020 58,210 2021 and beyond 6,647 Total $ 558,571 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Components of Other Assets | As of March 31, 2016 As of June 30, 2015 Debt issuance costs $ 27,160 $ 30,630 Deposits and restricted cash 12,158 12,137 Deferred implementation costs 15,726 13,736 Cost basis investments 14,833 11,386 Marketable securities — 9,108 Long-term prepaid expenses and other long-term assets 5,409 8,579 Total $ 75,286 $ 85,576 |
Accounts Payable And Accrued 36
Accounts Payable And Accrued Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Current Liabilities | Accounts payable and accrued liabilities are comprised of the following: As of March 31, 2016 As of June 30, 2015 Accounts payable—trade* $ 43,643 $ 15,558 Accrued salaries and commissions 66,393 83,888 Accrued liabilities 82,104 107,870 Accrued interest on Senior Notes 9,375 20,625 Amounts payable in respect of restructuring and other Special charges 9,025 12,065 Asset retirement obligations 2,346 1,364 Total $ 212,886 $ 241,370 |
Schedule of Long-Term Accrued Liabilities | Long-term accrued liabilities As of March 31, 2016 As of June 30, 2015 Amounts payable in respect of restructuring and other Special charges $ 4,310 $ 2,034 Other accrued liabilities* 20,228 24,826 Asset retirement obligations 6,819 7,822 Total $ 31,357 $ 34,682 * Other accrued liabilities consist primarily of tenant allowances, deferred rent and lease fair value adjustments relating to certain facilities acquired through business acquisitions. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Long-Term Debt | Long-term debt is comprised of the following: As of March 31, 2016 As of June 30, 2015 Total debt Senior Notes $ 800,000 $ 800,000 Term Loan B 782,000 788,000 1,582,000 1,588,000 Less: Current portion of long-term debt Term Loan B 8,000 8,000 Non-current portion of long-term debt $ 1,574,000 $ 1,580,000 |
Pension Plans and Other Post 38
Pension Plans and Other Post Retirement Benefits (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and June 30, 2015 : As of March 31, 2016 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 28,433 $ 615 $ 27,818 GXS Germany defined benefit plan 23,140 784 22,356 GXS Philippines defined benefit plan 6,318 33 6,285 Other plans 2,995 1,162 1,833 Total $ 60,886 $ 2,594 $ 58,292 As of June 30, 2015 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 26,091 $ 575 $ 25,516 GXS Germany defined benefit plan 22,420 774 21,646 GXS Philippines defined benefit plan 7,025 26 6,999 Other plans 2,751 175 2,576 Total $ 58,287 $ 1,550 $ 56,737 *The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets (see Note 9). |
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 March 31, 2016 As of June 30, 2015 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of period $ 26,091 $ 22,420 $ 7,025 $ 55,536 $ 29,344 $ 24,182 $ 5,276 $ 58,802 Service cost 317 274 1,244 1,835 452 360 1,518 2,330 Interest cost 458 405 240 1,103 735 625 289 1,649 Benefits paid (413 ) (577 ) (86 ) (1,076 ) (495 ) (793 ) (78 ) (1,366 ) Actuarial (gain) loss 1,988 597 (1,912 ) 673 1,676 2,701 201 4,578 Foreign exchange (gain) loss (8 ) 21 (193 ) (180 ) (5,621 ) (4,655 ) (181 ) (10,457 ) Benefit obligation—end of period 28,433 23,140 6,318 57,891 26,091 22,420 7,025 55,536 Less: Current portion (615 ) (784 ) (33 ) (1,432 ) (575 ) (774 ) (26 ) (1,375 ) Non-current portion of benefit obligation $ 27,818 $ 22,356 $ 6,285 $ 56,459 $ 25,516 $ 21,646 $ 6,999 $ 54,161 |
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 March 31, 2016 2015 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Pension expense: Service cost $ 106 $ 86 $ 393 $ 585 $ 104 $ 100 $ 416 $ 620 Interest cost 153 140 78 371 170 125 73 368 Amortization of actuarial gains and losses 107 6 — 113 93 — — 93 Net pension expense $ 366 $ 232 $ 471 $ 1,069 $ 367 $ 225 $ 489 $ 1,081 Nine Months Ended March 31, 2016 2015 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Pension expense: Service cost $ 317 $ 274 $ 1,244 $ 1,835 $ 344 $ 257 $ 1,113 $ 1,714 Interest cost 458 405 240 1,103 560 497 208 1,265 Amortization of actuarial gains and losses 319 17 — 336 307 — — 307 Net pension expense $ 1,094 $ 696 $ 1,484 $ 3,274 $ 1,211 $ 754 $ 1,321 $ 3,286 |
Schedule of Weighted-Average Key Assumptions Used for CDT Pension Plan | In determining the fair value of the pension plan benefit obligations as of March 31, 2016 and June 30, 2015 , respectively, we used the following weighted-average key assumptions: As of March 31, 2016 As of June 30, 2015 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 2.00% 2.00% 6.20% 2.00% 2.00% 7.00% Pension increases 1.75% 2.00% 4.00% 1.75% 2.00% 3.50% Discount rate 1.94% 2.13% 4.75% 2.36% 2.54% 4.75% 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 2016 (three months ending June 30) $ 144 $ 193 $ 7 2017 629 787 30 2018 672 876 39 2019 753 936 65 2020 820 988 101 2021 to 2025 5,034 5,368 1,262 Total $ 8,052 $ 9,148 $ 1,504 |
Share Capital, Option Plans a39
Share Capital, Option Plans and Share-Based Payments (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-based Compensation Costs | Total share-based compensation expense for the periods indicated below is detailed as follows: Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Stock options $ 3,025 $ 3,461 $ 9,785 $ 8,875 Performance Share Units (issued under LTIP) 610 600 1,957 1,745 Restricted Share Units (issued under LTIP) 1,150 1,287 3,754 3,391 Restricted Share Units (other) 330 320 1,041 564 Deferred Share Units (directors) 533 894 2,225 1,365 Employee Share Purchase Plan 318 — 318 — Total share-based compensation expense $ 5,966 $ 6,562 $ 19,080 $ 15,940 |
Summary of Option Activity | A summary of activity under our stock option plans for the nine months ended March 31, 2016 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2015 4,375,365 $ 42.26 Granted 585,140 46.13 Exercised (324,702 ) 25.57 Forfeited or expired (421,363 ) 48.87 Outstanding at March 31, 2016 4,214,440 $ 43.42 4.67 $ 38,565 Exercisable at March 31, 2016 1,605,470 $ 37.13 3.61 $ 24,015 |
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 March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Weighted–average fair value of options granted $ 10.81 $ 13.35 $ 11.06 $ 13.59 Weighted-average assumptions used: Expected volatility 31.53 % 31.68 % 32.23 % 31.94 % Risk–free interest rate 1.08 % 1.14 % 1.34 % 1.43 % Expected dividend yield 1.70 % 1.27 % 1.66 % 1.20 % Expected life (in years) 4.33 4.33 4.33 4.33 Forfeiture rate (based on historical rates) 5 % 5 % 5 % 5 % Average exercise share price $ 47.01 $ 54.17 $ 46.13 $ 54.57 |
Guarantees and Contingencies (T
Guarantees and Contingencies (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations | We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total April 1, 2016— July 1, 2016— July 1, 2018— July 1, 2020 Long-term debt obligations $ 2,017,741 $ 8,424 $ 156,944 $ 155,957 $ 1,696,416 Operating lease obligations* 188,797 11,136 74,506 51,022 52,133 Purchase obligations 9,921 2,732 6,661 528 — $ 2,216,459 $ 22,292 $ 238,111 $ 207,507 $ 1,748,549 *Net of $6.9 million of sublease income to be received from properties which we have subleased to third parties. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Interest and Penalties Related to Liabilities for Income Tax Expense | For the three and nine months ended March 31, 2016 and 2015 , we recognized the following amounts as income tax-related interest expense and penalties: Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Interest expense $ 949 $ 1,587 $ 3,921 $ 5,098 Penalties expense (recoveries) 7 (90 ) (2,719 ) (385 ) Total $ 956 $ 1,497 $ 1,202 $ 4,713 |
Interest Accrued and Penalties Accrued Related to Income Tax Expense | As of March 31, 2016 and June 30, 2015 , the following amounts have been accrued on account of income tax-related interest expense and penalties: As of March 31, 2016 As of June 30, 2015 Interest expense accrued * $ 31,791 $ 28,827 Penalties accrued * $ 1,687 $ 5,040 * These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets . |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of March 31, 2016 and June 30, 2015: March 31, 2016 June 30, 2015 Fair Market Measurements using: Fair Market Measurements using: March 31, 2016 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2015 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs (Level 1) (Level 2) (Level 3) (Level 1) (Level 2) (Level 3) Financial Assets: Short-term investments* $ 13,008 n/a $ 13,008 n/a $ 20,274 n/a $ 20,274 n/a Derivative financial instrument asset (note 16) — n/a — n/a 273 n/a 273 n/a $ 13,008 n/a $ 13,008 n/a $ 20,547 n/a $ 20,547 n/a Financial Liabilities: Derivative financial instrument liability (note 16) $ (125 ) n/a $ (125 ) n/a $ — n/a $ — n/a $ (125 ) n/a $ (125 ) n/a $ — n/a $ — n/a *These assets in the table above are classified as Level 2 as certain specific assets included within may not have quoted prices that are readily accessible in an active market or we may have relied on alternative pricing methods that do not rely exclusively on quoted prices to determine the fair value of the investments. |
Fair Value, by Balance Sheet Grouping | A summary of our short-term investments outstanding as of March 31, 2016 and June 30, 2015 is as follows: As of March 31, 2016 As of June 30, 2015 Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Short-term investments $ 13,442 $ 5 $ (439 ) $ 13,008 $ 20,286 $ 2 $ (14 ) $ 20,274 |
Derivative Instruments and He43
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 As of June 30, 2015 Derivatives Balance Sheet Location Fair Value Fair Value Foreign currency forward contracts designated as cash flow hedges Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ (125 ) $ 273 |
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Three and Nine Months Ended March 31, 2016 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or Location of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Foreign currency forward contracts $ 2,877 $ (3,679 ) Operating $ (1,477 ) $ (3,281 ) N/A $ — $ — Three and Nine Months Ended March 31, 2015 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Location of Amount of Gain or Location of Amount of Gain or (Loss) Recognized in Three Months Ended March 31, 2015 Nine Months Ended March 31, 2015 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2015 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2015 Foreign currency forward contracts $ (3,811 ) $ (9,548 ) Operating $ (3,385 ) $ (4,742 ) N/A $ — $ — |
Special Charges (Recoveries) (T
Special Charges (Recoveries) (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
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 miscellaneous charges. Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Fiscal 2015 Restructuring Plan 751 2,071 21,780 2,071 OpenText/GXS Restructuring Plan 28 455 (2,006 ) 4,647 Restructuring Plans prior to OpenText/GXS Restructuring Plan — (1,275 ) 4 (1,600 ) Acquisition-related costs 855 1,506 2,015 4,284 Other charges (recoveries) (3,305 ) 2,865 2,961 (5,370 ) Total $ (1,671 ) $ 5,622 $ 24,754 $ 4,032 |
Fiscal 2015 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the nine months ended March 31, 2016 is shown below. Fiscal 2015 Restructuring Plan Workforce reduction Facility costs Total Balance as of June 30, 2015 $ 3,842 $ 2,126 $ 5,968 Accruals and adjustments 16,971 4,809 21,780 Cash payments (15,129 ) (1,829 ) (16,958 ) Foreign exchange (666 ) 368 (298 ) Balance as of March 31, 2016 $ 5,018 $ 5,474 $ 10,492 |
OpenText/GXS Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the nine months ended March 31, 2016 are shown below. OpenText/GXS Restructuring Plan Workforce reduction Facility costs Total Balance as of June 30, 2015 $ 2,846 $ 4,436 $ 7,282 Accruals and adjustments (458 ) (1,547 ) (2,005 ) Cash payments (494 ) (1,541 ) (2,035 ) Foreign exchange (208 ) (566 ) (774 ) Balance as of March 31, 2016 $ 1,686 $ 782 $ 2,468 |
Acquisitions (Tables)
Acquisitions (Tables) - Actuate Corporation | 9 Months Ended |
Mar. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following tables summarize the consideration paid for Actuate and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: Cash consideration $ 322,417 Fair value, at date of acquisition, on shares of Actuate already owned through open market purchases 9,539 Purchase consideration $ 331,956 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of January 16, 2015, are set forth below: Current assets (inclusive of cash acquired of $22,463) $ 78,150 Non-current tangible assets 13,540 Intangible customer assets 62,600 Intangible technology assets 60,000 Liabilities assumed (79,686 ) Total identifiable net assets 134,604 Goodwill 197,352 Net assets acquired $ 331,956 |
Supplemental Cash Flow Disclo46
Supplemental Cash Flow Disclosures (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Cash paid during the period for interest $ 29,176 (1) $ 7,291 $ 65,412 (1) $ 27,897 Cash received during the period for interest $ 2,870 (2) $ 740 $ 3,412 $ 3,365 Cash paid during the period for income taxes $ 5,049 $ 7,868 $ 21,515 $ 20,811 (1) We issued Senior Notes on January 15, 2015. Interest owing on Senior Notes is payable semi-annually, with the first payment of $22.5 million made on July 15, 2015 (see note 10). (2) Included in this amount is investment income of approximately $2.1 million , received as part of income distributions made by companies accounted for as cost basis investments. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Basic earnings per share Net income attributable to OpenText $ 69,115 $ 26,610 $ 198,087 $ 165,523 Basic earnings per share attributable to OpenText $ 0.57 $ 0.22 $ 1.63 $ 1.36 Diluted earnings per share Net income attributable to OpenText $ 69,115 $ 26,610 $ 198,087 $ 165,523 Diluted earnings per share attributable to OpenText $ 0.57 $ 0.22 $ 1.62 $ 1.35 Weighted-average number of shares outstanding Basic 121,159 122,158 121,514 122,042 Effect of dilutive securities 547 896 530 938 Diluted 121,706 123,054 122,044 122,980 Excluded as anti-dilutive* 2,707 2,525 2,747 2,430 * 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) | Mar. 31, 2016 |
OT South Africa | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 90.00% |
GXS Korea | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 85.00% |
GXS Singapore | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 81.00% |
Basis of Presentation Reclass49
Basis of Presentation Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Basis of Presentation [Line Items] | ||||
Increase (Decrease) to cost of revenue - Cloud services and subscriptions | $ 61,298 | $ 60,776 | $ 179,132 | $ 178,886 |
Decrease to cost of revenue - Customer support | 22,427 | 24,084 | 64,624 | 70,878 |
Decrease to cost of revenue - Professional services and other | 37,599 | 42,396 | 114,038 | 129,999 |
Decrease to operating expense - General and administrative | 37,731 | 45,552 | 107,067 | 120,962 |
Increase to operating expense - Sales and marketing | 84,600 | 97,146 | 248,420 | 269,167 |
Decrease to License | 64,397 | 63,561 | 197,584 | 197,137 |
Decrease to Customer support | 183,636 | 184,204 | 553,440 | 547,576 |
Decrease to Professional services and other | 45,005 | 52,299 | 145,007 | 168,154 |
Increase to Cloud services and subscriptions | 147,505 | 147,513 | 444,394 | 456,342 |
Decrease to cost of revenue - License | $ 2,480 | 2,980 | $ 7,190 | 9,388 |
Reclassification Related to Change in Method of Allocating Operating Expenses | ||||
Basis of Presentation [Line Items] | ||||
Increase (Decrease) to cost of revenue - Cloud services and subscriptions | (1,174) | (1,878) | ||
Decrease to cost of revenue - Customer support | (8) | (374) | ||
Decrease to cost of revenue - Professional services and other | (7) | (654) | ||
Decrease to operating expense - General and administrative | (170) | (365) | ||
Increase to operating expense - Sales and marketing | 1,359 | 3,271 | ||
Reclassification Related to Revenue Alignment | ||||
Basis of Presentation [Line Items] | ||||
Increase (Decrease) to cost of revenue - Cloud services and subscriptions | 1,961 | 5,805 | ||
Decrease to cost of revenue - Professional services and other | (1,927) | (5,679) | ||
Decrease to License | (397) | (1,260) | ||
Decrease to Customer support | (131) | (131) | ||
Decrease to Professional services and other | (3,163) | (9,854) | ||
Increase to Cloud services and subscriptions | 3,691 | 11,245 | ||
Decrease to cost of revenue - License | $ (34) | $ (126) |
Allowance For Doubtful Accoun50
Allowance For Doubtful Accounts (Changes In Carrying Amount Of Allowance For Doubtful Accounts) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance as of June 30, 2015 | $ 5,987 | |
Bad debt expense | 4,498 | |
Write-off /adjustments | (2,553) | |
Balance as of March 31, 2016 | 7,932 | |
Unbilled receivables | $ 28,400 | $ 26,700 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 349,664 | $ 306,652 |
Accumulated Depreciation | (177,644) | (146,233) |
Net | 172,020 | 160,419 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 18,894 | 17,571 |
Accumulated Depreciation | (12,205) | (11,334) |
Net | 6,689 | 6,237 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 819 | 1,532 |
Accumulated Depreciation | (215) | (879) |
Net | 604 | 653 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 124,322 | 110,076 |
Accumulated Depreciation | (86,049) | (72,479) |
Net | 38,273 | 37,597 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 44,029 | 37,981 |
Accumulated Depreciation | (23,146) | (17,525) |
Net | 20,883 | 20,456 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 50,253 | 38,576 |
Accumulated Depreciation | (14,099) | (7,353) |
Net | 36,154 | 31,223 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 63,174 | 53,391 |
Accumulated Depreciation | (33,709) | (29,458) |
Net | 29,465 | 23,933 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 48,173 | 47,525 |
Accumulated Depreciation | (8,221) | (7,205) |
Net | $ 39,952 | $ 40,320 |
Goodwill (Summary Of Changes In
Goodwill (Summary Of Changes In Carrying Amount Of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance as of June 30, 2015 | $ 2,161,592 |
Acquisition of Daegis Inc. | 8,045 |
Balance as of March 31, 2016 | $ 2,169,637 |
Acquired Intangible Assets (Cal
Acquired Intangible Assets (Calculation Of Acquired Intangibles By Asset Class) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 1,014,779 | $ 1,145,249 |
Accumulated Amortization | (456,208) | (465,770) |
Total | 558,571 | 679,479 |
Technology Assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 306,973 | 428,724 |
Accumulated Amortization | (137,855) | (210,862) |
Total | 169,118 | 217,862 |
Reduction of fully amortized intangible assets | $ 129,300 | |
Weighted-average amortization period (in years) for acquired intangible assets | 5 years | |
Customer Assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 707,806 | 716,525 |
Accumulated Amortization | (318,353) | (254,908) |
Total | 389,453 | $ 461,617 |
Reduction of fully amortized intangible assets | $ 20,100 | |
Weighted-average amortization period (in years) for acquired intangible assets | 6 years |
Acquired Intangible Assets (C54
Acquired Intangible Assets (Calculation Of Estimated Future Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2016 (three months ending June 30) | $ 43,670 | |
2,017 | 167,614 | |
2,018 | 154,917 | |
2,019 | 127,513 | |
2,020 | 58,210 | |
2021 and beyond | 6,647 | |
Total | $ 558,571 | $ 679,479 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Debt issuance costs | $ 27,160 | $ 30,630 |
Deposits and restricted cash | 12,158 | 12,137 |
Deferred implementation costs | 15,726 | 13,736 |
Cost basis investments | 14,833 | 11,386 |
Marketable securities | 0 | 9,108 |
Long-term prepaid expenses and other long-term assets | 5,409 | 8,579 |
Total other assets | $ 75,286 | $ 85,576 |
Deferred Charges and Credits (D
Deferred Charges and Credits (Details) | 9 Months Ended |
Mar. 31, 2016 | |
Minimum | |
Schedule of Deferred Charges and Credits [Line Items] | |
Deferred charges and credits amortization, period | 6 years |
Maximum | |
Schedule of Deferred Charges and Credits [Line Items] | |
Deferred charges and credits amortization, period | 15 years |
Accounts Payable And Accrued 57
Accounts Payable And Accrued Liabilities (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Jun. 30, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Present value of asset retirement obligation | $ 9.2 | $ 9.2 |
Undiscounted value of asset retirement obligation | $ 9.8 | $ 9.8 |
Accounts Payable And Accrued 58
Accounts Payable And Accrued Liabilities (Schedule Of Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable—trade | $ 43,643 | $ 15,558 |
Accrued salaries and commissions | 66,393 | 83,888 |
Accrued liabilities | 82,104 | 107,870 |
Accrued interest on Senior Notes | 9,375 | 20,625 |
Amounts payable in respect of restructuring and other Special charges | 9,025 | 12,065 |
Asset retirement obligations | 2,346 | 1,364 |
Accounts payable and accrued liabilities | $ 212,886 | $ 241,370 |
Accounts Payable And Accrued 59
Accounts Payable And Accrued Liabilities (Schedule Of Long-Term Accrued Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Amounts payable in respect of restructuring and other Special charges | $ 4,310 | $ 2,034 |
Other accrued liabilities | 20,228 | 24,826 |
Asset retirement obligations | 6,819 | 7,822 |
Accrued liabilities | $ 31,357 | $ 34,682 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,582,000 | $ 1,588,000 |
Less: | ||
Non-current portion of long-term debt | 1,574,000 | 1,580,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 800,000 | 800,000 |
Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt | 782,000 | 788,000 |
Less: | ||
Current portion of long-term debt | $ 8,000 | $ 8,000 |
Long-Term Debt (Senior Unsecure
Long-Term Debt (Senior Unsecured Fixed Rate Notes) (Details) - Senior Notes - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jan. 15, 2015 | |
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 800,000,000 | ||||
Debt instrument stated interest rate | 5.625% | ||||
Interest expense | $ 11,200,000 | $ 9,400,000 | $ 33,700,000 | $ 9,400,000 |
Long Term Debt (Term Loan B and
Long Term Debt (Term Loan B and Revolver) (Details) - USD ($) | Jan. 16, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Term Loan B | |||||
Debt Instrument [Line Items] | |||||
Credit agreement, maximum capacity | $ 800,000,000 | ||||
Term loan period, years | 7 years | ||||
Term loan quarterly repayment as percentage of principal | 0.25% | ||||
Interest addition to floating rate | 0.75% | ||||
Interest expense | $ 6,400,000 | $ 6,400,000 | $ 19,500,000 | $ 19,600,000 | |
Revolver | |||||
Debt Instrument [Line Items] | |||||
Credit agreement, maximum capacity | $ 300,000,000 | $ 300,000,000 | |||
London Interbank Offered Rate (LIBOR) | Term Loan B | |||||
Debt Instrument [Line Items] | |||||
Interest addition to floating rate | 2.50% |
Pension Plans and Other Post 63
Pension Plans and Other Post Retirement Benefits (Narrative) (Details) - Pension Plan | 9 Months Ended |
Mar. 31, 2016USD ($) | |
CDT | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions made by employer to plan | $ 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the remainder of this fiscal year | 100,000 |
GXS Germany | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions made by employer to plan | 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the remainder of this fiscal year | 5,700 |
GXS Philippines | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets | $ 36,000 |
Pension Plans And Other Post 64
Pension Plans And Other Post Retirement Benefits (Schedule of Defined Benefit Plans And Long-Term Employee Benefit Obligations) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total benefit obligation | $ 60,886 | $ 58,287 |
Current portion of benefit obligation | 2,594 | 1,550 |
Noncurrent portion of benefit obligation | 58,292 | 56,737 |
Other plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total benefit obligation | 2,995 | 2,751 |
Current portion of benefit obligation | 1,162 | 175 |
Noncurrent portion of benefit obligation | 1,833 | 2,576 |
CDT | Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total benefit obligation | 28,433 | 26,091 |
Current portion of benefit obligation | 615 | 575 |
Noncurrent portion of benefit obligation | 27,818 | 25,516 |
GXS Germany | Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total benefit obligation | 23,140 | 22,420 |
Current portion of benefit obligation | 784 | 774 |
Noncurrent portion of benefit obligation | 22,356 | 21,646 |
GXS Philippines | Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total benefit obligation | 6,318 | 7,025 |
Current portion of benefit obligation | 33 | 26 |
Noncurrent portion of benefit obligation | $ 6,285 | $ 6,999 |
Pension Plans and Other Post 65
Pension Plans and Other Post Retirement Benefits (Schedule of the Change in Benefit Obligation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | $ 55,536 | $ 58,802 | $ 58,802 | ||
Service cost | 1,835 | 2,330 | |||
Interest cost | 1,103 | 1,649 | |||
Benefits paid | (1,076) | (1,366) | |||
Actuarial (gain) loss | 673 | 4,578 | |||
Foreign exchange (gain) loss | (180) | (10,457) | |||
Benefit obligation—end of period | $ 57,891 | 57,891 | 55,536 | ||
Less: Current portion | (1,432) | (1,432) | (1,375) | ||
Non-current portion of benefit obligation | 56,459 | 56,459 | 54,161 | ||
Pension Plan | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Service cost | 585 | $ 620 | 1,835 | 1,714 | |
Interest cost | 371 | 368 | 1,103 | 1,265 | |
Pension Plan | CDT | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | 26,091 | 29,344 | 29,344 | ||
Service cost | 106 | 104 | 317 | 344 | 452 |
Interest cost | 153 | 170 | 458 | 560 | 735 |
Benefits paid | (413) | (495) | |||
Actuarial (gain) loss | 1,988 | 1,676 | |||
Foreign exchange (gain) loss | (8) | (5,621) | |||
Benefit obligation—end of period | 28,433 | 28,433 | 26,091 | ||
Less: Current portion | (615) | (615) | (575) | ||
Non-current portion of benefit obligation | 27,818 | 27,818 | 25,516 | ||
Pension Plan | GXS Germany | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | 22,420 | 24,182 | 24,182 | ||
Service cost | 86 | 100 | 274 | 257 | 360 |
Interest cost | 140 | 125 | 405 | 497 | 625 |
Benefits paid | (577) | (793) | |||
Actuarial (gain) loss | 597 | 2,701 | |||
Foreign exchange (gain) loss | 21 | (4,655) | |||
Benefit obligation—end of period | 23,140 | 23,140 | 22,420 | ||
Less: Current portion | (784) | (784) | (774) | ||
Non-current portion of benefit obligation | 22,356 | 22,356 | 21,646 | ||
Pension Plan | GXS Philippines | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | 7,025 | 5,276 | 5,276 | ||
Service cost | 393 | 416 | 1,244 | 1,113 | 1,518 |
Interest cost | 78 | $ 73 | 240 | $ 208 | 289 |
Benefits paid | (86) | (78) | |||
Actuarial (gain) loss | (1,912) | 201 | |||
Foreign exchange (gain) loss | (193) | (181) | |||
Benefit obligation—end of period | 6,318 | 6,318 | 7,025 | ||
Less: Current portion | (33) | (33) | (26) | ||
Non-current portion of benefit obligation | $ 6,285 | $ 6,285 | $ 6,999 |
Pension Plans and Other Post 66
Pension Plans and Other Post Retirement Benefits (Components of Net Pension Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 1,835 | $ 2,330 | |||
Interest cost | 1,103 | 1,649 | |||
Net pension expense | 3,459 | $ 3,602 | |||
Pension Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 585 | $ 620 | 1,835 | 1,714 | |
Interest cost | 371 | 368 | 1,103 | 1,265 | |
Amortization of actuarial gains and losses | 113 | 93 | 336 | 307 | |
Net pension expense | 1,069 | 1,081 | 3,274 | 3,286 | |
Pension Plan | CDT | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 106 | 104 | 317 | 344 | 452 |
Interest cost | 153 | 170 | 458 | 560 | 735 |
Amortization of actuarial gains and losses | 107 | 93 | 319 | 307 | |
Net pension expense | 366 | 367 | 1,094 | 1,211 | |
Pension Plan | GXS Germany | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 86 | 100 | 274 | 257 | 360 |
Interest cost | 140 | 125 | 405 | 497 | 625 |
Amortization of actuarial gains and losses | 6 | 0 | 17 | 0 | |
Net pension expense | 232 | 225 | 696 | 754 | |
Pension Plan | GXS Philippines | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 393 | 416 | 1,244 | 1,113 | 1,518 |
Interest cost | 78 | 73 | 240 | 208 | $ 289 |
Amortization of actuarial gains and losses | 0 | 0 | 0 | 0 | |
Net pension expense | $ 471 | $ 489 | $ 1,484 | $ 1,321 |
Pension Plans And Other Post 67
Pension Plans And Other Post Retirement Benefits (Schedule Of Weighted-Average Key Assumptions Used For Pension Plans) (Details) - Pension Plan | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
CDT | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Salary increases | 2.00% | 2.00% |
Pension increases | 1.75% | 1.75% |
Discount rate | 1.94% | 2.36% |
CDT | To Age 30 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee fluctuation rate | 1.00% | 1.00% |
CDT | To Age 35 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee fluctuation rate | 0.50% | 0.50% |
CDT | To Age 40 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee fluctuation rate | 0.00% | 0.00% |
CDT | To Age 45 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee fluctuation rate | 0.50% | 0.50% |
CDT | To Age 50 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee fluctuation rate | 0.50% | 0.50% |
CDT | From Age 51 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee fluctuation rate | 1.00% | 1.00% |
GXS Germany | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Salary increases | 2.00% | 2.00% |
Pension increases | 2.00% | 2.00% |
Discount rate | 2.13% | 2.54% |
GXS Germany | Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Normal retirement age | 65 years | 65 years |
GXS Germany | Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Normal retirement age | 67 years | 67 years |
GXS Philippines | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Salary increases | 6.20% | 7.00% |
Pension increases | 4.00% | 3.50% |
Discount rate | 4.75% | 4.75% |
Normal retirement age | 60 years | 60 years |
Pension Plans And Other Post 68
Pension Plans And Other Post Retirement Benefits (Anticipated Pension Payments Under Pension Plans) (Details) - Pension Plan $ in Thousands | Mar. 31, 2016USD ($) |
CDT | |
Defined Benefit Plan Disclosure [Line Items] | |
2016 (three months ending June 30) | $ 144 |
2,017 | 629 |
2,018 | 672 |
2,019 | 753 |
2,020 | 820 |
2021 to 2025 | 5,034 |
Total | 8,052 |
GXS Germany | |
Defined Benefit Plan Disclosure [Line Items] | |
2016 (three months ending June 30) | 193 |
2,017 | 787 |
2,018 | 876 |
2,019 | 936 |
2,020 | 988 |
2021 to 2025 | 5,368 |
Total | 9,148 |
GXS Philippines | |
Defined Benefit Plan Disclosure [Line Items] | |
2016 (three months ending June 30) | 7 |
2,017 | 30 |
2,018 | 39 |
2,019 | 65 |
2,020 | 101 |
2021 to 2025 | 1,262 |
Total | $ 1,504 |
Share Capital, Option Plans a69
Share Capital, Option Plans and Share-Based Payments (Narrative) (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jul. 28, 2015 | Jun. 30, 2015 |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Dividends declared per common share (in dollars per share) | $ 0.2000 | $ 0.1725 | $ 0.6000 | $ 0.5175 | |||||
Payments of dividends to shareholders | $ 24,100,000 | $ 21,100,000 | $ 71,627,000 | $ 63,174,000 | |||||
Preference shares issued (in shares) | 0 | 0 | 0 | ||||||
Stock repurchased during the period | $ 1,300,000 | $ 10,600,000 | $ 1,300,000 | ||||||
Common shares repurchased (in shares) | 0 | 22,222 | 225,000 | 22,222 | |||||
Amount authorized to be repurchased | $ 200,000,000 | ||||||||
Common shares repurchased and cancelled during period, value | $ 0 | $ 0 | $ 65,500,000 | $ 0 | |||||
Common shares repurchased and cancelled during period, shares (in shares) | 1,476,248 | ||||||||
Remaining number of shares authorized to be repurchased | $ 134,500,000 | $ 134,500,000 | $ 134,500,000 | ||||||
Options outstanding (in shares) | 4,214,440 | 4,214,440 | 4,214,440 | 4,375,365 | |||||
Unrecognized compensation cost relating to unvested stock awards | $ 27,100,000 | $ 27,100,000 | $ 27,100,000 | ||||||
Unvested stock awards compensation cost, weighted average recognition period | 2 years 3 months 19 days | ||||||||
Cash proceeds from exercise of options granted | 2,000,000 | 3,100,000 | $ 8,300,000 | 10,700,000 | |||||
Tax benefit realized from exercise of options | $ 400,000 | $ 100,000 | $ 600,000 | $ 900,000 | |||||
Stock Options | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 4,214,440 | 4,214,440 | 4,214,440 | ||||||
Common shares available for issuance (in shares) | 2,856,391 | 2,856,391 | 2,856,391 | ||||||
Expire period of options, minimum term | 7 years | ||||||||
Expire period of options, maximum term | 10 years | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, treasury stock reissued (in shares) | 10,000 | 22,222 | 15,000 | 22,222 | |||||
Award vesting period | 3 years | ||||||||
Stock issued during period, treasury stock reissued | $ 200,000 | $ 1,300,000 | $ 300,000 | $ 1,300,000 | |||||
Units granted (in shares) | 25,000 | 30,000 | 25,000 | 45,000 | |||||
Deferred Stock Units | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Units granted (in shares) | 1,287 | 37,199 | 54,660 | 37,597 | |||||
2015 Long Term Incentive Plan | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, treasury stock reissued (in shares) | 202,078 | ||||||||
Stock issued during period, treasury stock reissued | $ 5,000,000 | ||||||||
Long Term Incentive Plan | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, treasury stock reissued (in shares) | 10,000 | 22,222 | 217,078 | 377,775 | |||||
Unvested stock awards compensation cost, weighted average recognition period | 1 year 11 months | ||||||||
Compensation cost related to unvested awards not yet recognized | $ 15,200,000 | $ 15,200,000 | $ 15,200,000 | ||||||
Employee Share Purchase Plan | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Awards purchase price discount | 15.00% | 5.00% | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 40,900 | 40,900 | 40,900 | ||||||
Cash received from employee stock purchase plan | $ 1,800,000 | $ 700,000 | $ 3,500,000 | $ 2,200,000 | |||||
Minimum | Stock Options | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | ||||||||
Maximum | Stock Options | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 5 years | ||||||||
Retained Earnings | |||||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |||||||||
Common shares repurchased and cancelled during period, value | $ 55,700,000 |
Share Capital, Option Plans a70
Share Capital, Option Plans and Share-Based Payments (Share-Based Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 5,966 | $ 6,562 | $ 19,080 | $ 15,940 |
Stock Options | ||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 3,025 | 3,461 | 9,785 | 8,875 |
Deferred Stock Units (Directors) | ||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 533 | 894 | 2,225 | 1,365 |
Long Term Incentive Plan | Performance Stock Units (PSUs) | ||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 610 | 600 | 1,957 | 1,745 |
Long Term Incentive Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,150 | 1,287 | 3,754 | 3,391 |
Other plans | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 330 | 320 | 1,041 | 564 |
Employee Share Purchase Plan | ||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 318 | $ 0 | $ 318 | $ 0 |
Share Capital, Option Plans a71
Share Capital, Option Plans and Share-Based Payments (Summary of Outstanding Stock Options Activity) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Options | |
Options outstanding beginning balance (in shares) | shares | 4,375,365 |
Options granted (in shares) | shares | 585,140 |
Options exercised (in shares) | shares | (324,702) |
Options forfeited or expired (in shares) | shares | (421,363) |
Options outstanding ending balance (in shares) | shares | 4,214,440 |
Options exercisable ending balance (in shares) | shares | 1,605,470 |
Weighted- Average Exercise Price | |
Options outstanding beginning balance, weighted-average exercise price (in dollars per share) | $ / shares | $ 42.26 |
Options granted, weighted average exercise price (in dollars per share) | $ / shares | 46.13 |
Options exercised, weighted-average exercise price (in dollars per share) | $ / shares | 25.57 |
Options forfeited or expired, weighted-average exercise price (in dollars per share) | $ / shares | 48.87 |
Options outstanding ending balance, weighted-average exercise price (in dollars per share) | $ / shares | 43.42 |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 37.13 |
Options outstanding, weighted-average remaining contractual term (in years) | 4 years 7 months 33 days |
Options exercisable, weighted-average remaining contractual term (in years) | 3 years 7 months 10 days |
Options outstanding, aggregate intrinsic value | $ | $ 38,565 |
Options exercisable, aggregate intrinsic value | $ | $ 24,015 |
Share Capital, Option Plans a72
Share Capital, Option Plans and Share-Based Payments (Schedule of Weighted-Average Fair Value Of Options And Weighted-Average Assumptions Used) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted-average fair value of options granted (in dollars per share) | $ 10.81 | $ 13.35 | $ 11.06 | $ 13.59 |
Expected volatility | 31.53% | 31.68% | 32.23% | 31.94% |
Risk–free interest rate | 1.08% | 1.14% | 1.34% | 1.43% |
Expected dividend yield | 1.70% | 1.27% | 1.66% | 1.20% |
Expected life (in years) | 4 years 3 months 29 days | 4 years 3 months 29 days | 4 years 3 months 29 days | 4 years 3 months 29 days |
Forfeiture rate (based on historical rates) | 5.00% | 5.00% | 5.00% | 5.00% |
Average exercised share price (in dollars per share) | $ 47.01 | $ 54.17 | $ 46.13 | $ 54.57 |
Guarantees and Contingencies (D
Guarantees and Contingencies (Details) - USD ($) $ in Thousands | Jul. 17, 2015 | Mar. 31, 2016 |
Long-term debt obligations | ||
Total | $ 2,017,741 | |
April 1, 2016— June 30, 2016 | 8,424 | |
July 1, 2016— June 30, 2018 | 156,944 | |
July 1, 2018— June 30, 2020 | 155,957 | |
July 1, 2020 and beyond | 1,696,416 | |
Operating lease obligations | ||
Total | 188,797 | |
April 1, 2016— June 30, 2016 | 11,136 | |
July 1, 2016— June 30, 2018 | 74,506 | |
July 1, 2018— June 30, 2020 | 51,022 | |
July 1, 2020 and beyond | 52,133 | |
Purchase Obligations, Fiscal Year Maturity [Abstract] | ||
Total | 9,921 | |
April 1, 2016— June 30, 2016 | 2,732 | |
July 1, 2016— June 30, 2018 | 6,661 | |
July 1, 2018— June 30, 2020 | 528 | |
July 1, 2020 and beyond | 0 | |
Contractual Obligations, Fiscal Year Maturity [Abstract] | ||
Total | 2,216,459 | |
April 1, 2016— June 30, 2016 | 22,292 | |
July 1, 2016— June 30, 2018 | 238,111 | |
July 1, 2018— June 30, 2020 | 207,507 | |
July 1, 2020 and beyond | 1,748,549 | |
Sublease income | 6,900 | |
GXS Group, Inc. | ||
Contractual Obligations, Fiscal Year Maturity [Abstract] | ||
Tax contingency, foreign, amount | 2,200 | |
Guarantor obligations, current carrying value | 3,400 | |
Loss contingency accrual | 4,500 | |
GXS India | ||
Contractual Obligations, Fiscal Year Maturity [Abstract] | ||
Loss contingency accrual | 1,500 | |
IRS Notice of Proposed Adjustment | ||
Contractual Obligations, Fiscal Year Maturity [Abstract] | ||
Expected federal taxes expense | $ 280,000 | 80,000 |
Additional tax expense | 20.00% | |
Estimate of probably loss | $ 550,000 |
Income Taxes (Interest And Pena
Income Taxes (Interest And Penalties Related To Liabilities For Income Tax Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Interest expense | $ 949 | $ 1,587 | $ 3,921 | $ 5,098 |
Penalties expense (recoveries) | 7 | (90) | (2,719) | (385) |
Total | $ 956 | $ 1,497 | $ 1,202 | $ 4,713 |
Income Taxes (Interest Accrued
Income Taxes (Interest Accrued And Penalties Accrued Related To Income Tax Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
Interest expense accrued | $ 31,791 | $ 28,827 |
Penalties accrued | $ 1,687 | $ 5,040 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||||
Possible decrease in tax expense in next 12 months | $ 3.8 | $ 3.8 | |||
Taxes paid on cash distribution | $ 13.6 | $ 13.6 | $ 12.1 | ||
Effective income tax rate | 7.20% | (1.20%) | 9.40% | 17.60% | |
Increase (decrease) of income tax expense | $ 5.7 | $ (14.8) | |||
Increase in tax expense due to higher next income | 12.8 | ||||
Decrease in unrecognized tax benefits with related interest and penalties | $ 14.5 | ||||
Impact of foreign tax rates | (4.4) | ||||
Amount of tax filings in excess of amounts booked | $ (3.4) |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instrument asset | $ 0 | $ 273 |
Total recurring assets fair value | 13,008 | 20,547 |
Derivative financial instrument liability | (125) | 0 |
Total financial liabilities | (125) | 0 |
Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instrument asset | 0 | 273 |
Total recurring assets fair value | 13,008 | 20,547 |
Derivative financial instrument liability | (125) | 0 |
Total financial liabilities | (125) | 0 |
Corporate Bond Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 13,008 | 20,274 |
Corporate Bond Securities | Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 13,008 | $ 20,274 |
Fair Value Measurement (Cash an
Fair Value Measurement (Cash and Short term Investments) (Details) - Short-term Investments - Corporate Bond Securities - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cost | $ 13,442 | $ 20,286 |
Gross Unrealized Gains | 5 | 2 |
Gross Unrealized (Losses) | (439) | (14) |
Estimated Fair Value | $ 13,008 | $ 20,274 |
Derivative Instruments and He79
Derivative Instruments and Hedging Activities (Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets) (Details) - Foreign Exchange Forward - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Derivatives, Fair Value [Line Items] | ||
Notional amount of forward contracts held to sell U.S. dollars in exchange for Canadian dollars | $ 44,800 | $ 76,400 |
Accounts Payable and Accrued Liabilities | Cash Flow Hedging | Designated As Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset (Liability) | $ (125) | |
Prepaid Expenses and Other Current Assets | Cash Flow Hedging | Designated As Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset (Liability) | $ 273 |
Derivative Instruments and He80
Derivative Instruments and Hedging Activities (Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI)) (Details) - Cash Flow Hedging - Foreign Exchange Forward - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | $ 2,877 | $ (3,811) | $ (3,679) | $ (9,548) |
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 0 | 0 | 0 | 0 |
Operating Expenses | ||||
Derivatives, Fair Value [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (1,477) | $ (3,385) | $ (3,281) | $ (4,742) |
Special Charges (Recoveries) (S
Special Charges (Recoveries) (Schedule Of Special Charges Related To Restructuring Plan) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | $ 855 | $ 1,506 | $ 2,015 | $ 4,284 |
Other charges (recoveries) | (3,305) | 2,865 | 2,961 | (5,370) |
Total | (1,671) | 5,622 | 24,754 | 4,032 |
Fiscal 2015 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 751 | 2,071 | 21,780 | 2,071 |
OpenText/GXS Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 28 | 455 | (2,006) | 4,647 |
Restructuring Plans prior to OpenText/GXS Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | $ 0 | $ (1,275) | $ 4 | $ (1,600) |
Special Charges (Recoveries) (N
Special Charges (Recoveries) (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | $ 855,000 | $ 1,506,000 | $ 2,015,000 | $ 4,284,000 |
Other charges (recoveries) | (3,305,000) | 2,865,000 | 2,961,000 | (5,370,000) |
Special Charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | 700,000 | 1,400,000 | 1,900,000 | 3,900,000 |
Acquisition-integration related costs | 100,000 | 100,000 | 100,000 | 400,000 |
Post-Acquisition Integration Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | 600,000 | 1,500,000 | ||
Assets Disposed | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | 200,000 | 1,100,000 | ||
Miscellaneous Other Charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | 400,000 | |||
Pre-Acquisition Tax Liabilities being Settled, Released, or Statute Barred | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | (4,700,000) | (2,800,000) | (5,200,000) | (2,400,000) |
Interest Released on Certain Pre-Acquisition Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | (600,000) | (700,000) | (1,300,000) | |
One-time ERP Implementation Project | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | 1,100,000 | 5,900,000 | ||
Write-Off of Unamortized Debt Issuance Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | 2,900,000 | 2,900,000 | ||
Post-Business Combination Compensation Obligations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | $ 2,100,000 | 2,100,000 | ||
Pre-Acquisition Sales Tax Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | $ (8,800,000) | |||
Fiscal 2015 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges recorded to date | 30,100,000 | 30,100,000 | ||
OpenText/GXS Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges recorded to date | 25,300,000 | 25,300,000 | ||
Minimum | Fiscal 2015 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected restructuring costs | 32,000,000 | 32,000,000 | ||
Maximum | Fiscal 2015 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected restructuring costs | 35,000,000 | 35,000,000 | ||
Term Loan A | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Debt instrument face amount | $ 600,000,000 | $ 600,000,000 |
Special Charges (Recoveries) 83
Special Charges (Recoveries) (Schedule Of Restructuring Reserve) (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Fiscal 2015 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Balance as of June 30, 2015 | $ 5,968 |
Accruals and adjustments | 21,780 |
Cash payments | (16,958) |
Foreign exchange | (298) |
Balance as of March 31, 2016 | 10,492 |
Fiscal 2015 Restructuring Plan | Workforce Reduction | |
Restructuring Reserve [Roll Forward] | |
Balance as of June 30, 2015 | 3,842 |
Accruals and adjustments | 16,971 |
Cash payments | (15,129) |
Foreign exchange | (666) |
Balance as of March 31, 2016 | 5,018 |
Fiscal 2015 Restructuring Plan | Facility Costs | |
Restructuring Reserve [Roll Forward] | |
Balance as of June 30, 2015 | 2,126 |
Accruals and adjustments | 4,809 |
Cash payments | (1,829) |
Foreign exchange | 368 |
Balance as of March 31, 2016 | 5,474 |
OpenText/GXS Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Balance as of June 30, 2015 | 7,282 |
Accruals and adjustments | (2,005) |
Cash payments | (2,035) |
Foreign exchange | (774) |
Balance as of March 31, 2016 | 2,468 |
OpenText/GXS Restructuring Plan | Workforce Reduction | |
Restructuring Reserve [Roll Forward] | |
Balance as of June 30, 2015 | 2,846 |
Accruals and adjustments | (458) |
Cash payments | (494) |
Foreign exchange | (208) |
Balance as of March 31, 2016 | 1,686 |
OpenText/GXS Restructuring Plan | Facility Costs | |
Restructuring Reserve [Roll Forward] | |
Balance as of June 30, 2015 | 4,436 |
Accruals and adjustments | (1,547) |
Cash payments | (1,541) |
Foreign exchange | (566) |
Balance as of March 31, 2016 | $ 782 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | Nov. 23, 2015 | Jan. 16, 2015 | Jan. 02, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 855,000 | $ 1,506,000 | $ 2,015,000 | $ 4,284,000 | ||||
Daegis Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration | $ 23,300,000 | |||||||
Total consideration paid, net of cash acquired | $ 22,100,000 | 22,146,000 | 0 | |||||
Acquisition related costs | $ 100,000 | 1,100,000 | ||||||
Actuate Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration | $ 331,956,000 | |||||||
Total consideration paid, net of cash acquired | 8,153,000 | 291,768,000 | ||||||
Goodwill expected to be tax deductible | 0 | |||||||
Acquired receivables, fair value | 23,400,000 | |||||||
Acquired receivables, gross contractual amount | 23,600,000 | |||||||
Acquired receivables, estimated uncollectible | $ 200,000 | |||||||
Gain recognized remeasuring to fair value | $ 3,100,000 | |||||||
Informative Graphics Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration | $ 40,000,000 | |||||||
Total consideration paid, net of cash acquired | $ 38,700,000 | $ 3,464,000 | $ 35,180,000 |
Acquisitions (Consideration Pai
Acquisitions (Consideration Paid) (Details) - Actuate Corporation $ in Thousands | Jan. 16, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash consideration paid | $ 322,417 |
Fair value, at date of acquisition, on shares of Actuate already owned through open market purchases | 9,539 |
Purchase consideration | $ 331,956 |
Acquisitions (Identifiable Asse
Acquisitions (Identifiable Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Jan. 16, 2015 | Mar. 31, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,169,637 | $ 2,161,592 | |
Actuate Corporation | |||
Business Acquisition [Line Items] | |||
Current assets | $ 78,150 | ||
Cash acquired from acquisition | 22,463 | ||
Non-current tangible assets | 13,540 | ||
Liabilities assumed | (79,686) | ||
Total identifiable net assets | 134,604 | ||
Goodwill | 197,352 | ||
Net assets acquired | 331,956 | ||
Actuate Corporation | Customer Assets | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets | 62,600 | ||
Actuate Corporation | Technology Assets | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets | $ 60,000 |
Supplemental Cash Flow Disclo87
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | Jul. 15, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Debt Instrument [Line Items] | |||||
Cash paid during the period for interest | $ 29,176 | $ 7,291 | $ 65,412 | $ 27,897 | |
Cash received during the period for interest | 2,870 | 740 | 3,412 | 3,365 | |
Cash paid during the period for income taxes | 5,049 | $ 7,868 | $ 21,515 | $ 20,811 | |
Investment income received from income distribution by cost basis investments | $ 2,100 | ||||
Senior Notes | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest paid | $ 22,500 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Basic earnings per share | ||||
Net income attributable to OpenText | $ 69,115 | $ 26,610 | $ 198,087 | $ 165,523 |
Basic earnings per share attributable to OpenText (in dollars per share) | $ 0.57 | $ 0.22 | $ 1.63 | $ 1.36 |
Diluted earnings per share | ||||
Net income attributable to OpenText | $ 69,115 | $ 26,610 | $ 198,087 | $ 165,523 |
Diluted earnings per share attributable to OpenText (in dollars per share) | $ 0.57 | $ 0.22 | $ 1.62 | $ 1.35 |
Weighted-average number of shares outstanding | ||||
Weighted-average number of shares outstanding - Basic (in shares) | 121,159 | 122,158 | 121,514 | 122,042 |
Effect of dilutive securities (in shares) | 547 | 896 | 530 | 938 |
Weighted-average number of shares outstanding - Diluted (in shares) | 121,706 | 123,054 | 122,044 | 122,980 |
Excluded as anti-dilutive (in shares) | 2,707 | 2,525 | 2,747 | 2,430 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stephen Sadler | ||
Related Party Transaction [Line Items] | ||
Consultancy fees earned by director for business acquisition-related activities | $ 0.2 | $ 0.5 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 26, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Subsequent Event [Line Items] | ||||||
Dividends declared per common share (in dollars per share) | $ 0.2000 | $ 0.1725 | $ 0.6000 | $ 0.5175 | ||
Commitment to purchase | $ 48,897 | $ 60,586 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared per common share (in dollars per share) | $ 0.23 | |||||
Subsequent Event | Forecast | HP Inc. | Customer Experience Software and Services Assets | ||||||
Subsequent Event [Line Items] | ||||||
Commitment to purchase | $ 170,000 | |||||
Subsequent Event | ANXeBusiness Corp. | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Commitment to purchase all outstanding shares | $ 104,000 |