COVER PAGE
COVER PAGE - USD ($) $ in Billions | 12 Months Ended | ||
Jun. 30, 2020 | Aug. 04, 2020 | Dec. 31, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Entity Registrant Name | OPEN TEXT CORP | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2020 | ||
Entity File Number | 0-27544 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001002638 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State or Country Code | Z4 | ||
Entity Tax Identification Number | 98-0154400 | ||
Entity Address, Address Line One | 275 Frank Tompa Drive, | ||
Entity Address, City or Town | Waterloo, | ||
Entity Address, State or Province | ON | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | N2L 0A1 | ||
City Area Code | 519 | ||
Local Phone Number | 888-7111 | ||
Title of 12(b) Security | Common stock without par value | ||
Trading Symbol | OTEX | ||
Security Exchange Name | NASDAQ | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11.7 | ||
Entity Common Stock, Shares Outstanding | 271,876,105 | ||
Documents Incorporated by Reference | None. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 1,692,850 | $ 941,009 |
Accounts receivable trade, net of allowance for doubtful accounts of $20,906 as of June 30, 2020 and $17,011 as of June 30, 2019 (note 4) | 466,357 | 463,785 |
Contract assets (note 3) | 29,570 | 20,956 |
Income taxes recoverable (note 15) | 61,186 | 38,340 |
Prepaid expenses and other current assets | 136,436 | 97,238 |
Total current assets | 2,386,399 | 1,561,328 |
Property and equipment (note 5) | 244,555 | 249,453 |
Operating lease right of use assets (note 6) | 207,869 | |
Long-term contract assets (note 3) | 15,427 | 15,386 |
Goodwill (note 7) | 4,672,356 | 3,769,908 |
Acquired intangible assets (note 8) | 1,612,564 | 1,146,504 |
Deferred tax assets (note 15) | 911,565 | 1,004,450 |
Other assets (note 9) | 154,467 | 148,977 |
Long-term income taxes recoverable (note 15) | 29,620 | 37,969 |
Total assets | 10,234,822 | 7,933,975 |
Current liabilities: | ||
Accounts payable and accrued liabilities (note 10) | 373,314 | 329,903 |
Current portion of long-term debt (note 11) | 610,000 | 10,000 |
Operating lease liabilities (note 6) | 64,071 | |
Deferred revenues (note 3) | 812,218 | 641,656 |
Income taxes payable (note 15) | 44,630 | 33,158 |
Total current liabilities | 1,904,233 | 1,014,717 |
Long-term liabilities: | ||
Accrued liabilities (note 10) | 34,955 | 49,441 |
Pension liability (note 12) | 73,129 | 75,239 |
Long-term debt (note 11) | 3,584,311 | 2,604,878 |
Long-term operating lease liabilities (note 6) | 217,165 | |
Deferred revenues (note 3) | 94,382 | 46,974 |
Long-term income taxes payable (note 15) | 171,200 | 202,184 |
Deferred tax liabilities (note 15) | 148,738 | 55,872 |
Total long-term liabilities | 4,323,880 | 3,034,588 |
Shareholders’ equity: | ||
Share capital and additional paid-in capital (note 13): 271,634,149 and 269,834,442 Common Shares issued and outstanding at June 30, 2020 and June 30, 2019, respectively; authorized Common Shares: unlimited | 1,851,777 | 1,774,214 |
Accumulated other comprehensive income (note 21) | 17,825 | 24,124 |
Retained earnings | 2,159,396 | 2,113,883 |
Treasury stock, at cost (622,297 shares at June 30, 2020 and 802,871 shares at June 30, 2019, respectively) | (23,608) | (28,766) |
Total OpenText shareholders' equity | 4,005,390 | 3,883,455 |
Non-controlling interests | 1,319 | 1,215 |
Total shareholders’ equity | 4,006,709 | 3,884,670 |
Total liabilities and shareholders’ equity | $ 10,234,822 | $ 7,933,975 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable trade, allowance for doubtful accounts | $ 20,906 | $ 17,011 |
Common shares issued | 271,863,354 | 269,834,442 |
Common shares outstanding | 271,863,354 | 269,834,442 |
Treasury stock (in shares) | 622,297 | 802,871 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues (note 3): | |||
Total revenues | $ 3,109,736 | $ 2,868,755 | $ 2,815,241 |
Cost of revenues: | |||
Amortization of acquired technology-based intangible assets (note 8) | 205,717 | 183,385 | 185,868 |
Total cost of revenues | 1,003,775 | 930,703 | 950,999 |
Gross profit | 2,105,961 | 1,938,052 | 1,864,242 |
Operating expenses: | |||
Research and development | 370,411 | 321,836 | 322,909 |
Sales and marketing | 585,044 | 518,035 | 529,141 |
General and administrative | 237,532 | 207,909 | 205,227 |
Depreciation | 89,458 | 97,716 | 86,943 |
Amortization of acquired customer-based intangible assets (note 8) | 219,559 | 189,827 | 184,118 |
Special charges (recoveries) (note 18) | 100,428 | 35,719 | 29,211 |
Total operating expenses | 1,602,432 | 1,371,042 | 1,357,549 |
Income from operations | 503,529 | 567,010 | 506,693 |
Other income (expense), net (note 23) | (11,946) | 10,156 | 17,973 |
Interest and other related expense, net | (146,378) | (136,592) | (138,540) |
Income before income taxes | 345,205 | 440,574 | 386,126 |
Provision for (recovery of) income taxes (note 15) | 110,837 | 154,937 | 143,826 |
Net income | 234,368 | 285,637 | 242,300 |
Net (income) loss attributable to non-controlling interests | (143) | (136) | (76) |
Net income attributable to OpenText | $ 234,225 | $ 285,501 | $ 242,224 |
Earnings per share—basic attributable to OpenText (note 24) (in dollars per share) | $ 0.86 | $ 1.06 | $ 0.91 |
Earnings per share—diluted attributable to OpenText (note 24) (in dollars per share) | $ 0.86 | $ 1.06 | $ 0.91 |
Weighted average number of Common Shares outstanding—basic (in '000's) | 270,847 | 268,784 | 266,085 |
Weighted average number of Common Shares outstanding—diluted (in '000's) | 271,817 | 269,908 | 267,492 |
License | |||
Revenues (note 3): | |||
Total revenues | $ 402,851 | $ 428,092 | $ 437,512 |
Cost of revenues: | |||
Costs of revenues | 11,321 | 14,347 | 13,693 |
Cloud services and subscriptions | |||
Revenues (note 3): | |||
Total revenues | 1,157,686 | 907,812 | 828,968 |
Cost of revenues: | |||
Costs of revenues | 449,940 | 383,993 | 364,160 |
Customer support | |||
Revenues (note 3): | |||
Total revenues | 1,275,586 | 1,247,915 | 1,232,504 |
Cost of revenues: | |||
Costs of revenues | 123,894 | 124,343 | 133,889 |
Professional service and other | |||
Revenues (note 3): | |||
Total revenues | 273,613 | 284,936 | 316,257 |
Cost of revenues: | |||
Costs of revenues | $ 212,903 | $ 224,635 | $ 253,389 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income for the period | $ 234,368 | $ 285,637 | $ 242,300 |
Other comprehensive income (loss)—net of tax: | |||
Net foreign currency translation adjustments | (7,784) | (3,882) | (9,582) |
Unrealized gain (loss) on cash flow hedges: | |||
Unrealized gain (loss) - net of tax expense (recovery) effect of ($599), $6 and ($171) for the year ended June 30, 2020, 2019 and 2018, respectively | (1,662) | ||
Unrealized gain (loss) - net of tax expense (recovery) effect of ($599), $6 and ($171) for the year ended June 30, 2020, 2019 and 2018, respectively | 16 | (476) | |
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of $355, $539 and ($489) for the year ended June 30, 2020, 2019 and 2018, respectively | 985 | ||
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of $355, $539 and ($489) for the year ended June 30, 2020, 2019 and 2018, respectively | 1,494 | (1,357) | |
Actuarial gain (loss) relating to defined benefit pension plans: | |||
Actuarial gain (loss) - net of tax expense (recovery) effect of $1,219, ($2,004) and ($1,846) for the year ended June 30, 2020, 2019 and 2018, respectively | 1,245 | (7,421) | (3,383) |
Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $520, $292 and $183 for the year ended June 30, 2020, 2019 and 2018, respectively | 917 | 272 | 260 |
Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2020, 2019, and 2018 respectively | 0 | 0 | (617) |
Total other comprehensive income (loss) net, for the period | (6,299) | (9,521) | (15,155) |
Total comprehensive income | 228,069 | 276,116 | 227,145 |
Comprehensive (income) loss attributable to non-controlling interests | (143) | (136) | (76) |
Total comprehensive income attributable to OpenText | $ 227,926 | $ 275,980 | $ 227,069 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on cash flow hedges, tax expense (recovery) | $ (599,000) | ||
Unrealized gain (loss) on cash flow hedges, tax expense (recovery) | $ 6,000 | $ (171,000) | |
(Gain) loss reclassified into net income, tax (expense) recovery | 355,000 | ||
(Gain) loss reclassified into net income, tax (expense) recovery | 539,000 | (489,000) | |
Actuarial gain (loss), tax expense (recovery) | 1,219,000 | (2,004,000) | (1,846,000) |
Amortization of actuarial (gain) loss into net income, tax (expense) recovery | 520,000 | 292,000 | 183,000 |
Release of unrealized gain on marketable securities, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Shares and Additional Paid in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Non-Controlling Interests | Adjustment | AdjustmentRetained Earnings |
Beginning balance (in shares) at Jun. 30, 2017 | 264,060,000 | (1,102,000) | ||||||
Beginning balance at Jun. 30, 2017 | $ 3,533,319 | $ 1,613,454 | $ (27,520) | $ 1,897,624 | $ 48,800 | $ 961 | ||
Issuance of Common Shares | ||||||||
Under employee stock option plans (in shares) | 2,870,000 | |||||||
Under employee stock option plans | 54,355 | $ 54,355 | ||||||
Under employee stock purchase plans (in shares) | 721,000 | |||||||
Under employee stock purchase plans | 20,458 | $ 20,458 | ||||||
Share-based compensation | $ 27,594 | 27,594 | ||||||
Purchase of treasury stock (in shares) | 0 | |||||||
Issuance of treasury stock | $ 0 | $ (8,788) | $ 8,788 | |||||
Issuance of treasury stock (in shares) | 411,276 | 411,000 | ||||||
Dividends declared | $ (145,613) | (145,613) | ||||||
Other comprehensive income - net | (15,155) | (15,155) | ||||||
Net income for the year | 242,300 | 242,224 | 76 | |||||
Ending balance (in shares) at Jun. 30, 2018 | 267,651,000 | (691,000) | ||||||
Ending balance at Jun. 30, 2018 | $ 3,717,258 | $ 1,707,073 | $ (18,732) | 1,994,235 | 33,645 | 1,037 | ||
Ending balance (Cumulative effect of ASU 2016-16) at Jun. 30, 2018 | $ (26,780) | $ (26,780) | ||||||
Ending balance (Cumulative effect of Topic 606) at Jun. 30, 2018 | $ 29,786 | $ 29,786 | ||||||
Issuance of Common Shares | ||||||||
Under employee stock option plans (in shares) | 1,472,031 | 1,472,000 | ||||||
Under employee stock option plans | $ 35,626 | $ 35,626 | ||||||
Under employee stock purchase plans (in shares) | 711,000 | |||||||
Under employee stock purchase plans | 21,835 | $ 21,835 | ||||||
Share-based compensation | $ 26,770 | 26,770 | ||||||
Purchase of treasury stock (in shares) | (726,059) | (726,000) | ||||||
Purchase of treasury stock | $ (26,499) | $ (26,499) | ||||||
Issuance of treasury stock | $ 0 | (16,465) | $ 16,465 | |||||
Issuance of treasury stock (in shares) | 613,524 | 614,000 | ||||||
Dividends declared | $ (168,859) | (168,859) | ||||||
Other comprehensive income - net | (9,521) | (9,521) | ||||||
Non-controlling interest | (583) | $ (625) | 42 | |||||
Net income for the year | 285,637 | 285,501 | 136 | |||||
Ending balance (in shares) at Jun. 30, 2019 | 269,834,000 | (803,000) | ||||||
Ending balance at Jun. 30, 2019 | $ 3,884,670 | $ 1,774,214 | $ (28,766) | 2,113,883 | 24,124 | 1,215 | ||
Issuance of Common Shares | ||||||||
Under employee stock option plans (in shares) | 1,529,947 | 1,530,000 | ||||||
Under employee stock option plans | $ 41,282 | $ 41,282 | ||||||
Under employee stock purchase plans (in shares) | 499,000 | |||||||
Under employee stock purchase plans | 17,757 | $ 17,757 | ||||||
Share-based compensation | $ 29,532 | 29,532 | ||||||
Purchase of treasury stock (in shares) | (300,000) | (300,000) | ||||||
Purchase of treasury stock | $ (12,424) | $ (12,424) | ||||||
Issuance of treasury stock | $ 6,574 | $ (11,008) | $ 17,582 | |||||
Issuance of treasury stock (in shares) | 480,574 | 481,000 | ||||||
Dividends declared | $ (188,712) | (188,712) | ||||||
Other comprehensive income - net | (6,299) | (6,299) | ||||||
Non-controlling interest | (39) | (39) | ||||||
Net income for the year | 234,368 | 234,225 | 143 | |||||
Ending balance (in shares) at Jun. 30, 2020 | 271,863,000 | (622,000) | ||||||
Ending balance at Jun. 30, 2020 | $ 4,006,709 | $ 1,851,777 | $ (23,608) | $ 2,159,396 | $ 17,825 | $ 1,319 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared per common share (in dollars per share) | $ 0.6984 | $ 0.6300 | $ 0.5478 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | |||
Net income for the period | $ 234,368,000 | $ 285,637,000 | $ 242,300,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of intangible assets | 514,734,000 | 470,928,000 | 456,929,000 |
Share-based compensation expense | 29,532,000 | 26,770,000 | 27,594,000 |
Pension expense | 5,802,000 | 4,624,000 | 3,738,000 |
Amortization of debt issuance costs | 4,633,000 | 4,330,000 | 4,646,000 |
Amortization of deferred charges and credits | 0 | 0 | 4,242,000 |
Accelerated amortization of right of use assets (note 18) | 36,864,000 | ||
Loss on extinguishment of debt | 17,854,000 | 0 | 0 |
Loss on sale and write down of property and equipment | 9,714,000 | 9,438,000 | 2,234,000 |
Release of unrealized gain on marketable securities to income | 0 | 0 | (841,000) |
Deferred taxes | 51,388,000 | 47,425,000 | 89,736,000 |
Share in net (income) loss of equity investees | (8,700,000) | (13,668,000) | (5,965,000) |
Write off of unamortized debt issuance costs | 0 | 0 | 155,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 84,499,000 | 75,508,000 | (22,566,000) |
Contract assets | (40,301,000) | (37,623,000) | 0 |
Prepaid expenses and other current assets | (6,897,000) | (819,000) | (7,274,000) |
Income taxes and deferred charges and credits | (35,086,000) | 27,291,000 | (31,323,000) |
Accounts payable and accrued liabilities | 30,613,000 | (21,732,000) | (91,650,000) |
Deferred revenue | 25,306,000 | (1,827,000) | 35,629,000 |
Other assets | 1,127,000 | (4,000) | 497,000 |
Operating lease assets and liabilities, net | (914,000) | ||
Net cash provided by operating activities | 954,536,000 | 876,278,000 | 708,081,000 |
Cash flows from investing activities: | |||
Additions of property and equipment | (72,709,000) | (63,837,000) | (105,318,000) |
Other investing activities | (14,127,000) | (16,966,000) | (18,034,000) |
Net cash used in investing activities | (1,469,417,000) | (464,526,000) | (444,441,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of Common Shares from exercise of stock options and ESPP | 66,600,000 | 57,889,000 | 75,935,000 |
Proceeds from long-term debt and Revolver | 3,150,000,000 | 0 | 1,200,000,000 |
Repayment of long-term debt and Revolver | (1,713,631,000) | (10,000,000) | (1,149,620,000) |
Debt extinguishment costs (note 23) | (11,248,000) | 0 | 0 |
Debt issuance costs | (21,806,000) | (322,000) | (4,375,000) |
Purchase of Treasury Stock | (12,424,000) | (26,499,000) | 0 |
Purchase of non-controlling interests | 0 | (583,000) | 0 |
Payments of dividends to shareholders | (188,712,000) | (168,859,000) | (145,613,000) |
Net cash provided by (used in) financing activities | 1,268,779,000 | (148,374,000) | (23,673,000) |
Foreign exchange gain (loss) on cash held in foreign currencies | (178,000) | (3,826,000) | (2,186,000) |
Increase (decrease) in cash, cash equivalents and restricted cash during the period | 753,720,000 | 259,552,000 | 237,781,000 |
Cash, cash equivalents and restricted cash at beginning of the period | 943,543,000 | 683,991,000 | 446,210,000 |
Cash, cash equivalents and restricted cash at end of the period | 1,697,263,000 | 943,543,000 | 683,991,000 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Total cash, cash equivalents and restricted cash | 1,697,263,000 | 683,991,000 | 683,991,000 |
XMedius | |||
Cash flows from investing activities: | |||
Purchase of business | (73,335,000) | 0 | 0 |
Carbonite | |||
Cash flows from investing activities: | |||
Purchase of business | (1,305,097,000) | 0 | 0 |
Dynamic Solutions Group | |||
Cash flows from investing activities: | |||
Purchase of business | (4,149,000) | 0 | 0 |
Catalyst Repository Systems Inc | |||
Cash flows from investing activities: | |||
Purchase of business | 0 | (70,800,000) | 0 |
Liaison Technologies Inc. | |||
Cash flows from investing activities: | |||
Purchase of business | 0 | (310,644,000) | 0 |
Hightail | |||
Cash flows from investing activities: | |||
Purchase of business | 0 | 0 | (20,535,000) |
Guidance Software Inc. | |||
Cash flows from investing activities: | |||
Purchase of business | 0 | (2,279,000) | (229,275,000) |
Covisint Corporation | |||
Cash flows from investing activities: | |||
Purchase of business | $ 0 | $ 0 | $ (71,279,000) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying 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) and EC1 Pte. Ltd. (GXS Singapore), which as of June 30, 2020 , were 70% and 81% owned, respectively, by OpenText. All intercompany balances and transactions have been eliminated. Throughout this Annual Report on Form 10-K: (i) the term "Fiscal 2021" means our fiscal year beginning on July 1, 2020 and ending June 30, 2021; (ii) the term “Fiscal 2020” means our fiscal year beginning on July 1, 2019 and ended June 30, 2020; (iii) the term “Fiscal 2019” means our fiscal year beginning on July 1, 2018 and ended June 30, 2019; (iv) the term “Fiscal 2018” means our fiscal year beginning on July 1, 2017 and ended June 30, 2018; and (v) the term “Fiscal 2017” means our fiscal year beginning on July 1, 2016 and ended June 30, 2017. These Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes certain assets and liabilities of Dynamic Solutions Group Inc. (The Fax Guys), with effect from December 2, 2019 , the financial results of Carbonite, Inc. (Carbonite), with effect from December 24, 2019 and the financial results of XMedius with effect from March 9, 2020 (see note 19 "Acquisitions"). Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the amounts reported in the 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, key estimates, judgments and assumptions include those related to: (i) revenue recognition, (ii) accounting for income taxes, (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) the realization of investment tax credits, (x) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, and (xi) the valuation of pension obligations. In March 2020, COVID-19 was characterized as a pandemic by the World Health Organization. The spread of COVID-19 continues to significantly impact the global economy. As the impacts of the pandemic continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. As of June 30, 2020, we have recorded certain estimates resulting from the pandemic, particularly with respect to the COVID-19 Restructuring Plan and allowance for doubtful accounts, based on management's estimates and assumptions utilizing the most currently available information. Such estimates may be subject to change particularly given the unprecedented nature of the COVID-19 pandemic. We will continue to monitor the potential impact of COVID-19 on our financial statements and related disclosures, including the need for additional estimates going forward, which could include costs related to potential items such as special charges, restructurings, asset impairments and other non-recurring costs. Please see note 18 "Special Charges (Recoveries)" and "Risk Factors" included within Part I Item 1A of this Annual Report on Form 10-K. Impact of Recently Adopted Accounting Pronouncements Leases Effective July 1, 2019, we adopted Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” (Topic 842) using the modified retrospective transition approach. In accordance with this adoption method, results for reporting periods as of July 1, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard. Additionally, we elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to (i) carry forward the historical lease classification for any expired or existing leases, (ii) not reassess whether any expired or existing contracts contain leases and (iii) not reassess any initial direct cost for existing leases. We did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date. As a result of this adoption, we recorded the following adjustments as of July 1, 2019 on the Consolidated Balance Sheets: • An increase in operating lease right of use assets of $217.5 million ; • An increase in total operating lease liabilities of $253.5 million ; • A decrease in prepaid expenses and other current assets of $6.6 million in connection with lease fair value adjustments and prepaid rent; • A decrease in other assets of $0.2 million in connection with lease fair value adjustments; and • A decrease in total accrued liabilities of $42.8 million in connection with tenant allowances, deferred rent, lease fair value adjustments, and amounts payable in respect of restructured facilities. The adoption of Topic 842 had no impact to the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statement of Shareholders' Equity or Consolidated Statements of Cash Flows. Please refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" and note 6 “Leases” for additional information. |
ACCOUNTING POLICIES AND RECENT
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Accounting Policies Cash and cash equivalents Cash and cash equivalents include balances with banks as well as deposits that have terms to maturity of three months or less. Cash equivalents are recorded at cost and typically consist of term deposits, commercial paper, certificates of deposit and short-term interest bearing investment-grade securities of major banks in the countries in which we operate. Accounts Receivable and Allowance for doubtful accounts From time to time, we may sell certain accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. Proceeds from the sale of receivables approximate their discounted book value and are included in operating cash flows on the Consolidated Statement of Cash Flows. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments. We evaluate the creditworthiness of our customers prior to order fulfillment and based on these evaluations, we adjust our credit limit to the respective customer. In addition to these evaluations, we conduct on-going credit evaluations of our customers' payment history and current creditworthiness. The allowance is maintained for 100% of all accounts deemed to be uncollectible and, for those receivables not specifically identified as uncollectible, an allowance is maintained for a specific percentage of those receivables based upon the aging of accounts, our historical collection experience and current economic expectations. To date, the actual losses have been within our expectations. No single customer accounted for more than 10% of the accounts receivable balance as of June 30, 2020 and 2019. Property and equipment Property and equipment are stated at the lower of cost or net realizable value, and shown net of depreciation which is computed on a straight-line basis over the estimated useful lives of the related assets. Gains and losses on asset disposals are taken into income in the year of disposition. Fully depreciated property and equipment are retired from the Consolidated Balance Sheets when they are no longer in use. Please see the "Impairment of long-lived assets" section below for policy on property and equipment impairments. The following represents the estimated useful lives of property and equipment as of June 30, 2020: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 to 5 years Computer software 3 to 7 years Capitalized software 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years Capitalized Software We capitalize software development costs in accordance with ASC Topic 350-40 "Accounting for the Costs of Computer Software Developed or Obtained for Internal-Use". We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post implementation and operation stage. If different determinations are made with respect to the state of development of a software project, then the amount capitalized and the amount charged to expense for that project could differ materially. Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. We also capitalize the direct costs of materials and services, which generally includes outside contractors, and interest. We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to training or data conversion costs. Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized. If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred. If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially. We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use. The capitalized software development costs are generally amortized using the straight-line method over a 3 to 5 year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. If different determinations are made with respect to the estimated useful life of the software, the amount of amortization charged in a particular period could differ materially. As of June 30, 2020 and 2019 our capitalized software development costs were $111.2 million and $95.7 million , respectively. Our additions, relating to capitalized software development costs, incurred during Fiscal 2020 and Fiscal 2019 were $15.4 million and $14.3 million , respectively. Leases We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and we do not have any material finance leases. In accordance with ASC Topic 842 "Leases" (Topic 842), we account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified. Refer to note 6 "Leases" for our full policy. Acquired intangibles Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired on acquisitions. We amortize acquired technology over its estimated useful life on a straight-line basis. Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable; that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged. These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows. We amortize customer relationships on a straight-line basis over their estimated useful lives. We continually evaluate the remaining estimated useful life of our intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. Impairment of long-lived assets We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360). We test long-lived assets or asset groups, such as property and equipment, ROU assets and definite lived intangible assets, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. We have no t recorded any significant impairment charges for long-lived assets during Fiscal 2020, Fiscal 2019 and Fiscal 2018. Business combinations We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities, including contingent consideration where applicable, assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement, particularly since these assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired companies. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill in the period identified. Furthermore, when valuing certain intangible assets that we have acquired, critical estimates may be made relating to, but not limited to: (i) future expected cash flows from software license sales, cloud SaaS, "desktop as a service" (DaaS) and PaaS contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company's technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company's product portfolio, and (iii) discount rates. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income. For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts. If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations. Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in the "Provision for (recovery of) income taxes" line of our Consolidated Statements of Income. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment: the design, development, marketing and sales of Information Management software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We perform a qualitative assessment to test our reporting unit's goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e. a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. Our annual impairment analysis of goodwill was performed as of April 1, 2020. Our qualitative assessment indicated that there were no indications of impairment and therefore there was no impairment of goodwill required to be recorded for Fiscal 2020 ( no impairments were recorded for Fiscal 2019 and Fiscal 2018). Derivative financial instruments We use derivative financial instruments to manage foreign currency rate risk. We account for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date. Topic 815 also requires that changes in our derivative financial instruments' fair values be recognized in earnings; unless specific hedge accounting and documentation criteria are met (i.e. the instruments are accounted for as hedges). We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in "Accumulated other comprehensive income", net of tax, in our accompanying Consolidated Balance Sheets. Any ineffective or excluded portion of a designated cash flow hedge, if applicable, was recognized in our Consolidated Statements of Income. Asset retirement obligations We account for asset retirement obligations in accordance with ASC Topic 410, “Asset Retirement and Environmental Obligations” (Topic 410), which applies to certain obligations associated with “leasehold improvements” within our leased office facilities. Topic 410 requires that a liability be initially recognized for the estimated fair value of the obligation when it is incurred. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and depreciated over the remaining life of the underlying asset and the associated liability is accreted to the estimated fair value of the obligation at the settlement date through periodic accretion charges which are generally recorded within " General and administrative " expense in our Consolidated Statements of Income. When the obligation is settled, any difference between the final cost and the recorded amount is recognized as income or loss on settlement in our Consolidated Statements of Income. Revenue recognition In accordance with Topic 606, we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for our products and services (at its transaction price). Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. We have four revenue streams: license, cloud services and subscriptions, customer support, and professional service and other. License revenue Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, all of which are deployed on the customer’s premise (on-premise). Perpetual licenses: We sell perpetual licenses which provide customers the right to use software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our perpetual licenses provide a right to use IP that is functional in nature and have significant stand-alone functionality. Accordingly, for perpetual licenses of functional IP, revenue is recognized at the point-in-time when control has been transferred to the customer, which normally occurs once software activation keys have been made available for download. Term licenses and Subscription licenses: We sell both term and subscription licenses which provide customers the right to use software for a specified period in exchange for a fee, which may be paid at contract inception or paid in installments over the period of the contract. Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality. Accordingly, for both term and subscription licenses, revenue is recognized at the point-in-time when the customer is able to use and benefit from the software, which is normally once software activation keys have been made available for download at the commencement of the term. Cloud services and subscriptions revenue Cloud services and subscriptions revenue are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced B2B integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third party, and the customer accesses and uses the software on an as-needed basis. Our cloud arrangements can be broadly categorized as PaaS, SaaS, cloud subscriptions and managed services. PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions): We offer cloud-based solutions that provide customers the right to access our software through the internet. Our cloud-based solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may vary at the customer’s discretion. The payment for cloud-based solutions may be received either at inception of the arrangement, or over the term of the arrangement. These cloud-based solutions are considered to have a single performance obligation where the customer simultaneously receives and consumes the benefit, and as such we recognize revenue for these cloud-based solutions ratably over the term of the contractual agreement. For example, revenue related to cloud-based solutions that are provided on a usage basis, such as the number of users, is recognized based on a customer’s utilization of the services in a given period. Additionally, a software license is present in a cloud-based solutions arrangement if all of the following criteria are met: (i) The customer has the contractual right to take possession of the software at any time without significant penalty; and (ii) It is feasible for the customer to host the software independent of us. In these cases where a software license is present in a cloud-based solutions arrangement it is assessed to determine if it is distinct from the cloud-based solutions arrangement. The revenue allocated to the distinct software license would be recognized at the point in time the software license is transferred to the customer, whereas the revenue allocated to the hosting performance obligation would be recognized ratably on a monthly basis over the contractual term unless evidence suggests that revenue is earned, or obligations are fulfilled in a different pattern over the contractual term of the arrangement. Managed services: We provide comprehensive B2B process outsourcing services for all day-to-day operations of a customers’ B2B integration program. Customers using these managed services are not permitted to take possession of our software and the contract is for a defined period, where customers pay a monthly or quarterly fee. Our performance obligation is satisfied as we provide services of operating and managing a customer's EDI environment. Revenue relating to these services is recognized using an output method based on the expected level of service we will provide over the term of the contract. In connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as, converting and migrating customer data, building interfaces and providing training. These services are considered an outsourced suite of professional services which can involve certain project-based activities. These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle. These services can be charged separately on a fixed fee or time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee. These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate performance obligation within our cloud subscription or managed services arrangements. The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance obligations. For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we recognize revenue at that amount. Customer support revenue Customer support revenue is associated with perpetual, term license and on-premise subscription arrangements. As customer support is not critical to the customer's ability to derive benefit from its right to use our software, customer support is considered as a distinct performance obligation when sold together in a bundled arrangement along with the software. Customer support consists primarily of technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis. Customer support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Customer support for term and subscription licenses is renewable concurrently with such licenses for the same duration of time. Payments for customer support are generally made at the inception of the contract term or in installments over the term of the maintenance period. Our customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. As the elements of customer support are delivered concurrently and have the same pattern of transfer, customer support is accounted for as a single performance obligation. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available. Revenue for customer support is recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided. Professional service and other revenue Our professional services, when offered along with software licenses, consists primarily of technical services and training services. Technical services may include installation, customization, implementation or consulting services. Training services may include access to online modules or delivering a training package customized to the customer’s needs. At the customer’s discretion, we may offer one, all, or a mix of these services. Payment for professional services is generally a fixed fee or is a fee based on time and materials. Professional services can be arranged in the same contract as the software license or in a separate contract. As our professional services do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other readily available resources, we consider professional services as distinct within the context of the contract. Professional service revenue is recognized over time so long as: (i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform, and (iii) our performance does not create an asset with alternative use and we have enforceable right to payment. If all the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue. For example, we may consider total labor hours incurred compared to total expected labor hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we will recognize revenue at that amount. Material rights To the extent that we grant our customer an option to acquire additional products or services in one of our arrangements, we will account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. For example if we give the customer an option to acquire additional goods or services in the future at a price that is significantly lower than the current price, this would be a material right as it allows the customer to, in effect, pay in advance for the option to purchase future products or services. If a material right exists in one of our contracts, then revenue allocated to the option is deferred and we would recognize revenue only when those future products or services are transferred or when the option expires. Based on history, our contracts do not typically contain material rights and when they do, the material right is not significant to our Consolidated Financial Statements . Arrangements with multiple performance obligations Our contracts generally contain more than one of the products and services listed above. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation may require judgment, specifically when assessing whether both of the following two criteria are met: • the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer; and • our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract. If these criteria are not met, we determine an appropriate measure of progress based on the nature of our overall promise for the single performance obligation. If these criteria are met, each product or service is separately accounted for as a distinct performance obligation and the total transaction price is allocated to each performance obligation on a relative SSP basis. Standalone selling price The SSP reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. In most cases we can establish the SSP based on observable data. We typically establish a narrow SSP range for our products and services and assess this range on a periodic basis or when material changes in facts and circumstances warrant a review. If the SSP is not directly observable, then we estimate the amount using either the expected cost plus a margin or residual approach. Estimating SSP requires judgment that could impact the amount and timing of revenue recognized. SSP is a formal process whereby management considers multiple factors including, but not limited to, geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and pricing practices. Transaction Price Allocation In bundled arrangements, where we have more than one distinct performance obligation, we must allocate the transaction price to each performance obligation based on its relative SSP. However, in certain bundled arrangements, the SSP may not always be directly observable. For instance, in bundled arrangements with license and customer support, we allocate the transaction price between the license and customer support performance obligations using the residual approach because we have determined that the SSP for licenses in these arrangements are highly variable. We use the residual approach only for our license arrangements. When the SSP is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required and we will allocate the transaction price between license and customer support at a constant ratio reflecting the mid-point of the established SSP range. When two or more contracts are entered into at or near the same time with the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts. Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly. Sales to resellers We execute certain sales contracts through resellers, distributors and channel partners (collectively referred to as resellers). Typically, we conclude that the resellers are Open Text customers in our reseller agreements. The resellers have control over the pricing, service and products prior to being transferred to the end customer. We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under Topic 606 are met. Rights of return and other incentives We do not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, do not provide for or make estimates of rights of return and similar incentives. However, we do off |
REVENUES
REVENUES | 12 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Disaggregation of Revenue We have four revenue streams: license, cloud services and subscriptions, customer support, and professional service and other. The following table disaggregates our revenue by significant geographic area, based on the location of our end customer, and by type of performance obligation and timing of revenue recognition for the periods indicated: Year Ended June 30, 2020 2019 Total Revenues by Geography: Americas (1) $ 1,903,650 $ 1,683,282 EMEA (2) 942,281 920,422 Asia Pacific (3) 263,805 265,051 Total revenues $ 3,109,736 $ 2,868,755 Year Ended June 30, 2020 2019 Total Revenues by Type of Performance Obligation: Recurring revenues (4) Cloud services and subscriptions revenue $ 1,157,686 $ 907,812 Customer support revenue 1,275,586 1,247,915 Total recurring revenues $ 2,433,272 $ 2,155,727 License revenue (perpetual, term and subscriptions) 402,851 428,092 Professional service and other revenue 273,613 284,936 Total revenues $ 3,109,736 $ 2,868,755 Total Revenues by Timing of Revenue Recognition: Point in time $ 402,851 $ 428,092 Over time (including professional service and other revenue) 2,706,885 2,440,663 Total revenues $ 3,109,736 $ 2,868,755 (1) Americas consists of countries in North, Central and South America. (2) EMEA primarily consists of countries in Europe, the Middle East and Africa. (3) Asia Pacific primarily consists of Japan, Australia, China, Korea, Philippines, Singapore and New Zealand. (4) Recurring revenue is defined as the sum of cloud services and subscriptions revenue and customer support revenue. Contract Balances A contract asset will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer. For example, this will be the case if implementation services offered in a cloud arrangement are identified as a separate performance obligation and are provided to a customer prior to us being able to bill the customer. In addition, a contract asset may arise in relation to subscription licenses if the license revenue that is recognized upfront exceeds the amount that we are able to invoice the customer at that time. Contract assets are reclassified to accounts receivable when the rights become unconditional. The balance for our contract assets and contract liabilities (i.e. deferred revenues) for the periods indicated below were as follows: As of June 30, 2020 As of June 30, 2019 Short-term contract assets $ 29,570 $ 20,956 Long-term contract assets $ 15,427 $ 15,386 Short-term deferred revenue $ 812,218 $ 641,656 Long-term deferred revenue $ 94,382 $ 46,974 The difference in the opening and closing balances of our contract assets and deferred revenues primarily results from the timing difference between our performance and the customer’s payments. We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. During the year ended June 30, 2020 , we reclassified $33.0 million ( year ended June 30, 2019 — $19.2 million ) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional. During the year ended June 30, 2020 and 2019, there was no significant impairment loss recognized related to contract assets. We recognize deferred revenue when we have received consideration or an amount of consideration is due from the customer for future obligations to transfer products or services. Our deferred revenues primarily relate to customer support agreements which have been paid for by customers prior to the performance of those services. The amount of revenue that was recognized during the year ended June 30, 2020 that was included in the deferred revenue balances at June 30, 2019 was $631 million ( year ended June 30, 2019 — $617 million ). Incremental Costs of Obtaining a Contract with a Customer The following table summarizes the changes in total capitalized costs since July 1, 2018: Capitalized costs to obtain a contract as of July 1, 2018 $ 35,151 New capitalized costs incurred 24,347 Amortization of capitalized costs (11,003 ) Adjustments on account of foreign exchange (211 ) Capitalized costs to obtain a contract as of June 30, 2019 48,284 New capitalized costs incurred 29,427 Amortization of capitalized costs (16,919 ) Adjustments on account of foreign exchange 371 Capitalized costs to obtain a contract as of June 30, 2020 $ 61,163 During the year ended June 30, 2020 and 2019, there was no significant impairment loss recognized related to capitalized costs to obtain a contract. Refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" for additional information on incremental costs of obtaining a contract. Transaction Price Allocated to the Remaining Performance Obligations As of June 30, 2020 , approximately $1.4 billion of revenue is expected to be recognized from remaining performance obligations on existing contracts. We expect to recognize approximately 46% of this amount over the next 12 months and the remaining balance thereafter. We apply the practical expedient and do not disclose performance obligations that have original expected durations of one year or less. Refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" for additional information on our revenue policy. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS | 12 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ALLOWANCE FOR DOUBTFUL ACCOUNTS Balance as of June 30, 2017 $ 6,319 Bad debt expense 9,942 Write-off /adjustments (6,520 ) Balance as of June 30, 2018 9,741 Bad debt expense 13,461 Write-off /adjustments (6,191 ) Balance as of June 30, 2019 17,011 Bad debt expense 11,461 Write-off /adjustments (7,566 ) Balance as of June 30, 2020 $ 20,906 Included in accounts receivable are unbilled receivables in the amount of $55.2 million as of June 30, 2020 ( June 30, 2019 — $56.1 million ). |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT As of June 30, 2020 Cost Accumulated Depreciation Net Furniture and fixtures $ 39,158 $ (28,473 ) $ 10,685 Office equipment 2,272 (1,329 ) 943 Computer hardware 294,745 (198,194 ) 96,551 Computer software 127,299 (103,057 ) 24,242 Capitalized software development costs 111,202 (70,015 ) 41,187 Leasehold improvements 111,384 (74,395 ) 36,989 Land and buildings 49,268 (15,310 ) 33,958 Total $ 735,328 $ (490,773 ) $ 244,555 As of June 30, 2019 Cost Accumulated Depreciation Net Furniture and fixtures $ 40,260 $ (26,492 ) $ 13,768 Office equipment 1,993 (1,576 ) 417 Computer hardware 258,802 (177,402 ) 81,400 Computer software 119,018 (87,240 ) 31,778 Capitalized software development costs 95,729 (56,205 ) 39,524 Leasehold improvements 113,510 (66,520 ) 46,990 Land and buildings 49,557 (13,981 ) 35,576 Total $ 678,869 $ (429,416 ) $ 249,453 |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business. The duration of the majority of these leases generally range from 1 to 10 years , some of which include options to extend for an additional 3 to 5 years after the initial term. Additionally, the land upon which our headquarters in Waterloo, Ontario, Canada is located, is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years . Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and we do not have any material finance leases. We account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent our right to control the underlying assets under lease, and the lease liability is our obligation to make the lease payments related to the underlying assets under lease, over the contractual term. ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term. When available, we will use the rate implicit in the lease to discount lease payments to present value. However, real estate leases generally do not provide a readily determinable implicit rate, therefore, we must estimate our incremental borrowing rate to discount the lease payments. We estimate our incremental borrowing rate based on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. The ROU asset equals the lease liability, adjusted for any initial direct costs, prepaid rent and lease incentives. Fixed lease costs are included in the recognition of ROU assets and lease liabilities. Variable lease costs are not included in the measurement of the lease liability. These variable lease payments are recognized in the Consolidated Statements of Income in the period in which the obligation for those payments is incurred. Consistent with previous lease accounting rules under ASC Topic 840, lease expense for minimum lease payments continue to be recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. We have not elected the practical expedient to combine lease and non-lease components in the determination of lease costs for our facility leases. For all other asset classes, we have elected the practical expedient to combine the lease and the non-lease components. The lease liability includes lease payments related to options to extend or renew the lease term only if we are reasonably certain we will exercise those options. Our leases typically do not contain any material residual value guarantees or restrictive covenants. In certain circumstances, we sublease all or a portion of a leased facility, to various other companies through a sublease agreement. Lease Costs and Other Information The following illustrates the various components of operating lease costs for the period indicated: Year Ended June 30, 2020 Operating lease cost $ 68,705 Short-term lease cost 1,178 Variable lease cost 3,536 Sublease income (6,035 ) Total lease cost $ 67,384 The following table summarizes the weighted average remaining lease term and discount rate as of June 30, 2020 : Weighted-average remaining lease term 6.18 years Weighted-average discount rate 3.12 % Supplemental Cash Flow Information The following table presents supplemental information relating to cash flows arising from lease transactions. Cash payment made for variable lease cost and short-term lease are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below: Year Ended June 30, 2020 Cash paid for amounts included in the measurement of operating lease liabilities: $ 71,900 Right of use assets obtained in exchange for new operating lease liabilities (1) : $ 32,328 (1) Excludes the impact of $60.1 million of ROU assets acquired as part of the acquisition of Carbonite and $2.9 million of ROU assets acquired as part of the acquisition of XMedius during the year ended June 30, 2020. Maturity of Lease Liabilities The following table presents the future minimum lease payments under our operating leases liabilities as of June 30, 2020 : Fiscal years ending June 30, 2021 $ 71,577 2022 59,399 2023 45,778 2024 34,077 2025 25,121 Thereafter 72,657 Total Lease payments $ 308,609 Less: Imputed interest (27,373 ) Total $ 281,236 Reported as: Current operating lease liabilities 64,071 Non-current operating lease liabilities 217,165 Total $ 281,236 Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our various sublease agreements with third parties. Under the agreements initiated with third parties, we expect to receive sublease income of $7.6 million in Fiscal 2021, and $19.5 million thereafter. These amounts do not include any potential sublease income from facilities vacated during the fourth quarter of Fiscal 2020 under our COVD-19 restructuring plan. The following table presents the future minimum lease payments under our operating leases, based on the expected due dates of the various agreements as of June 30, 2019, as previously reported in our Annual Report on Form 10-K for the year ended June 30, 2019, prior to the adoption of Topic 842: Fiscal years ending June 30, 2020 $ 72,853 2021 59,451 2022 46,943 2023 33,871 2024 25,570 Thereafter 80,163 Total minimum lease payments (1) $ 318,851 (1) Net of $30.7 million of sublease income to be received from properties which we have subleased to third parties. |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2020 | |
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, 2018: Balance as at June 30, 2018 $ 3,580,129 Acquisition of Catalyst (note 19) 30,973 Acquisition of Liaison (note 19) 163,592 Adjustments on account of foreign exchange (4,786 ) Balance as of June 30, 2019 3,769,908 Acquisition of XMedius (note 19) 49,633 Acquisition of Carbonite (note 19) 853,162 Acquisition of The Fax Guys (note 19) 1,951 Adjustments relating to acquisitions prior to Fiscal 2020 that had open measurement periods (note 19) 1,476 Adjustments on account of foreign exchange (3,774 ) Balance as of June 30, 2020 $ 4,672,356 |
ACQUIRED INTANGIBLE ASSETS
ACQUIRED INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ACQUIRED INTANGIBLE ASSETS | ACQUIRED INTANGIBLE ASSETS As of June 30, 2020 Cost Accumulated Amortization Net Technology assets $ 1,084,144 $ (502,376 ) $ 581,768 Customer assets 1,434,832 (404,036 ) 1,030,796 Total $ 2,518,976 $ (906,412 ) $ 1,612,564 As of June 30, 2019 Cost Accumulated Amortization Net Technology assets $ 835,498 $ (349,259 ) $ 486,239 Customer assets 1,397,937 (737,672 ) 660,265 Total $ 2,233,435 $ (1,086,931 ) $ 1,146,504 Where applicable, the above balances as of June 30, 2020 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the year ended June 30, 2020. The impact of this resulted in a reduction of $52.6 million to technology assets and $553.2 million to customer assets. The weighted average amortization periods for acquired technology and customer intangible assets are approximately five years and seven years , respectively. The following table shows the estimated future amortization expense for the fiscal years indicated. This calculation assumes no future adjustments to acquired intangible assets: Fiscal years ending June 30, 2021 $ 432,514 2022 396,799 2023 314,979 2024 234,580 2025 122,320 2026 and beyond 111,372 Total $ 1,612,564 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Jun. 30, 2020 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS As of June 30, 2020 As of June 30, 2019 Deposits and restricted cash $ 11,612 $ 13,671 Capitalized costs to obtain a contract 43,029 35,593 Investments 76,002 67,002 Long-term prepaid expenses and other long-term assets 23,824 32,711 Total $ 154,467 $ 148,977 Deposits and restricted cash primarily relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of certain contractual-based agreements. Capitalized costs to obtain a contract relate to incremental costs of obtaining a contract, such as sales commissions, which are eligible for capitalization on contracts to the extent that such costs are expected to be recovered (see note 3 "Revenues"). Investments relate to certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4% to below 20% . These investments are accounted for using the equity method. Our share of net income or losses based on our interest in these investments is recorded as a component of other income (expense), net in our Consolidated Statements of Income (see note 23 "Other Income (Expense), Net"). During the year ended June 30, 2020 , our share of income (loss) from these investments was $8.7 million ( year ended June 30, 2019 and 2018 — $13.7 million and $6.0 million , respectively). Long-term prepaid expenses and other long-term assets includes advance payments on long-term licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Jun. 30, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities: As of June 30, 2020 As of June 30, 2019 Accounts payable—trade $ 41,469 $ 46,323 Accrued salaries and commissions 155,496 131,430 Accrued liabilities (1) 129,048 117,551 Accrued interest on Senior Notes 30,761 24,786 Amounts payable in respect of restructuring and other Special charges (1) 12,185 8,153 Asset retirement obligations 4,355 1,660 Total $ 373,314 $ 329,903 Long-term accrued liabilities: As of June 30, 2020 As of June 30, 2019 Amounts payable in respect of restructuring and other Special charges (1) $ 13,768 $ 4,804 Other accrued liabilities (1) 8,215 30,338 Asset retirement obligations 12,972 14,299 Total $ 34,955 $ 49,441 (1) Previously, in Fiscal 2019, tenant allowances, deferred rent, lease fair value adjustments and amounts payable relating to restructured facilities were included in total accrued liabilities. Effective July 1, 2019, these balances were reclassified to operating lease right of use assets in accordance with the adoption of Topic 842. See note 1 "Basis of Presentation" and note 6 "Leases" for more information. Asset retirement obligations We are required to return certain of our leased facilities to their original state at the conclusion of our lease. As of June 30, 2020 , the present value of this obligation was $17.3 million ( June 30, 2019 — $16.0 million ), with an undiscounted value of $18.7 million ( June 30, 2019 — $17.6 million ). |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT As of June 30, 2020 As of June 30, 2019 Total debt Senior Notes 2030 $ 900,000 $ — Senior Notes 2028 900,000 — Senior Notes 2026 850,000 850,000 Senior Notes 2023 — 800,000 Term Loan B 977,500 987,500 Revolver 600,000 — Total principal payments due 4,227,500 2,637,500 Premium on Senior Notes 2026 4,756 5,405 Debt issuance costs (37,945 ) (28,027 ) Total amount outstanding 4,194,311 2,614,878 Less: Current portion of long-term debt Term Loan B 10,000 10,000 Revolver 600,000 — Total current portion of long-term debt 610,000 10,000 Non-current portion of long-term debt $ 3,584,311 $ 2,604,878 Senior Unsecured Fixed Rate Notes Senior Notes 2030 On February 18, 2020, OpenText Holdings, Inc. a wholly-owned indirect subsidiary of the Company, issued $900 million in aggregate principal amount of 4.125% Senior Notes due 2030 guaranteed by the Company (Senior Notes 2030) 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 2030 bear interest at a rate of 4.125% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased. For the year ended June 30, 2020 , we recorded interest expense of $13.7 million relating to Senior Notes 2030. Senior Notes 2028 On February 18, 2020, we issued $900 million in aggregate principal amount of 3.875% Senior Notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2028 bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased. For the year ended June 30, 2020 , we recorded interest expense of $12.9 million relating to Senior Notes 2028. Senior Notes 2026 On May 31, 2016, we issued $600 million in aggregate principal amount of 5.875% Senior Notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2026 bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. Senior Notes 2026 will mature on June 1, 2026, unless earlier redeemed, in accordance with their terms, or repurchased. On December 20, 2016, we issued an additional $250 million in aggregate principal amount by reopening our Senior Notes 2026 at an issue price of 102.75% . The additional notes have identical terms, are fungible with and are a part of a single series with the previously issued $600 million aggregate principal amount of Senior Notes 2026. The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, is $850 million . For the year ended June 30, 2020 , we recorded interest expense of $49.9 million relating to Senior Notes 2026 ( year ended June 30, 2019 and 2018— $49.9 million , respectively). Senior Notes 2023 On January 15, 2015, we issued $800 million in aggregate principal amount of 5.625% Senior Notes due 2023 (Senior Notes 2023) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2023 bore 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 2023 were to mature on January 15, 2023, unless earlier redeemed, in accordance with their terms, or repurchased. On March 5, 2020 , we redeemed Senior Notes 2023 in full at a price equal to 101.406% of the principal amount plus accrued and unpaid interest up to but excluding the redemption date. A portion of the proceeds from the offerings of Senior Notes 2028 and Senior Notes 2030 was used to redeem Senior Notes 2023. Upon redemption, Senior Notes 2023 were cancelled and any obligation thereunder was extinguished. The resulting loss of $17.9 million has been recorded as a component of "Other income (expense), net" in our Consolidated Statements of Income . See note 23 "Other Income (Expense), Net". For the year ended June 30, 2020 , we recorded interest expense of $30.6 million relating to Senior Notes 2023 ( year ended June 30, 2019 and 2018— $45.0 million , respectively). Notes due 2022 Following our acquisition of Carbonite (see note 19 "Acquisitions"), our consolidated debt reflected $143.8 million of principal debt convertible notes (Notes due 2022). Notes due 2022 were originally issued by Carbonite, on April 4, 2017, in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes due 2022 were issued under an Indenture (the 2022 Notes Indenture) between Carbonite and U.S. Bank National Association, as trustee (the 2022 Notes Trustee). The Notes due 2022 accrued interest at 2.5% per year, which was payable semiannually in arrears on April 1 and October 1 of each year. The Notes due 2022 were to mature on April 1, 2022, unless earlier repurchased, redeemed or converted. Carbonite, now a subsidiary of OpenText, was the sole obligor on the Notes due 2022. In connection with our acquisition of Carbonite, and as required by the 2022 Notes Indenture, Carbonite and the 2022 Notes Trustee entered into a first supplemental indenture, dated as of December 24, 2019 (the 2022 Notes Supplemental Indenture). The 2022 Notes Supplemental Indenture provided that, at and after the effective time of our acquisition of Carbonite, the right to convert each $1,000 principal amount of the Notes due 2022 was changed into the right to convert such principal amount of the Notes due 2022 solely into cash in an amount equal to the Conversion Rate (as defined in the 2022 Notes Indenture) in effect on the Conversion Date (as defined in the 2022 Notes Indenture) multiplied by $23.00 , which was the price per share we paid in connection with our acquisition of Carbonite. As a result of our acquisition of Carbonite, the Conversion Rate for the Notes due 2022 was temporarily increased by 7.7633 per $1,000 principal amount of Notes due 2022 to yield a Conversion Rate of 46.4667 per $1,000 principal amount of Notes due 2022. The increased Conversion Rate was in effect until the close of business on February 27, 2020. As of February 27, 2020, all Notes due 2022 had been surrendered and converted at a rate of $1,068.7341 in cash for each $1,000 principal amount. As of such date, there are no remaining Notes due 2022 outstanding. Term Loan B On May 30, 2018, we refinanced our existing term loan facility, by entering into a new $1 billion term loan facility (Term Loan B), whereby we borrowed $1 billion on that day and repaid in full the loans under our prior $800 million term loan facility originally entered into on January 16, 2014. 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). Term Loan B has a seven year term, maturing in May 2025, and repayments made under Term Loan B are equal to 0.25% of the 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 equal to 1.75% plus LIBOR. As of June 30, 2020 , the outstanding balance on the Term Loan B bears an interest rate of 1.92% . For more information regarding the impact of LIBOR, see "-Stress in the global financial system may adversely affect our finances and operations in ways that may be hard to predict or to defend against" included within Part I, Item 1A of this Annual Report on Form 10-K. Under Term Loan B, we must maintain a “consolidated net leverage” ratio of no more than 4 :1 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of June 30, 2020 , our consolidated net leverage ratio was 2.0 :1. For the year ended June 30, 2020 , we recorded interest expense of $33.3 million relating to Term Loan B ( year ended June 30, 2019 and 2018— $41.1 million and $27.9 million , respectively). Revolver On October 31, 2019, we amended our committed revolving credit facility (the Revolver) to increase the total commitments under the Revolver from $450 million to $750 million as well as to extend the maturity from May 5, 2022 to October 31, 2024. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75% . As of June 30, 2020 , the outstanding balance on the Revolver bears an interest rate of 1.94% . For more information regarding the impact of LIBOR, see "-Stress in the global financial system may adversely affect our finances and operations in ways that may be hard to predict or to defend against" included within Part I, Item 1A of this Annual Report on Form 10-K. Under the Revolver, we must maintain a “consolidated net leverage” ratio of no more than 4 :1 at the end of each financial quarter. As of June 30, 2020 , our consolidated net leverage ratio was 2.0 :1. During the second quarter of Fiscal 2020, we drew down $750 million from the Revolver to partially fund the acquisition of Carbonite. In February 2020, we repaid $750 million drawn under the Revolver with a portion of the use of proceeds from the Senior Notes 2030 and Senior Notes 2028. In March 2020, we drew down $600 million from the Revolver as a preemptive measure in order to increase our cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. The proceeds from the $600 million draw down are presented within "Cash and cash equivalents" and within the "Current portion of long-term debt" in our Consolidated Balance Sheet as of June 30, 2020 . As of June 30, 2020 , we have outstanding borrowings of $600 million under the Revolver ( June 30, 2019 — nil ) and $150 million remains available to be drawn. During the year ended June 30, 2020 , we recorded interest expense relating to amounts drawn of $7.7 million . As of June 30, 2019 , we had no outstanding balance on the Revolver. There was no activity during the year ended June 30, 2019 and we recorded no interest expense. During the year ended June 30, 2018, we drew down $200 million from the Revolver, partially to finance acquisitions. During the year ended June 30, 2018, we repaid $375.0 million and recorded interest expense of $9.0 million relating to amounts drawn on the Revolver. Debt Issuance Costs and Premium on Senior Notes Debt issuance costs relate primarily to costs incurred for the purpose of obtaining our credit facilities and issuing our Senior Notes 2026, Senior Notes 2028 and Senior Notes 2030 (collectively referred to as the Senior Notes) and are being amortized over the respective terms of the Senior Notes and Term Loan B and the Revolver using the effective interest method. |
PENSION PLANS AND OTHER POST RE
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS | 12 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [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 ), GXS Philippines, Inc. ( GXS PHP ) and other plans as of June 30, 2020 and June 30, 2019 : As of June 30, 2020 Total benefit obligation Current portion of benefit obligation (1) Non-current portion of benefit obligation CDT defined benefit plan $ 32,851 $ 777 $ 32,074 GXS GER defined benefit plan 24,105 943 23,162 GXS PHP defined benefit plan 10,270 115 10,155 Other plans 8,590 852 7,738 Total $ 75,816 $ 2,687 $ 73,129 As of June 30, 2019 Total benefit obligation Current portion of benefit obligation (1) Non-current portion of benefit obligation CDT defined benefit plan $ 35,836 $ 675 $ 35,161 GXS GER defined benefit plan 26,739 1,012 25,727 GXS PHP defined benefit plan 6,904 124 6,780 Other plans 8,052 481 7,571 Total $ 77,531 $ 2,292 $ 75,239 (1) The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets (see note 10 "Accounts Payable and Accrued Liabilities"). Defined Benefit Plans CDT Plan CDT sponsors an unfunded defined benefit pension plan covering substantially all CDT employees (CDT plan) which provides for old age, disability and survivors’ benefits. Benefits under the CDT 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 June 30, 2020 , there is $0.7 million in accumulated other comprehensive income related to the CDT plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year. GXS GER Plan As part of our acquisition of GXS Group, Inc. (GXS) in Fiscal 2014, we assumed 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 June 30, 2020 , there is $0.1 million 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 next fiscal year. GXS PHP Plan As part of our acquisition of GXS in Fiscal 2014, we assumed 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 $0.04 million as of June 30, 2020 , no additional 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 June 30, 2020 , there is an immaterial amount in accumulated other comprehensive income related to the GXS PHP plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year. 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 June 30, 2020 As of June 30, 2019 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of fiscal year $ 35,836 $ 26,739 $ 6,904 $ 69,479 $ 32,651 $ 25,382 $ 3,853 $ 61,886 Service cost 572 319 1,247 2,138 550 566 771 1,887 Interest cost 459 337 368 1,164 642 489 300 1,431 Benefits paid (644 ) (926 ) (792 ) (2,362 ) (626 ) (996 ) (140 ) (1,762 ) Actuarial (gain) loss (3,073 ) (2,083 ) 2,333 (2,823 ) 3,365 1,872 1,957 7,194 Foreign exchange (gain) loss (299 ) (281 ) 210 (370 ) (746 ) (574 ) 163 (1,157 ) Benefit obligation—end of period 32,851 24,105 10,270 67,226 35,836 26,739 6,904 69,479 Less: Current portion (777 ) (943 ) (115 ) (1,835 ) (675 ) (1,012 ) (124 ) (1,811 ) Non-current portion of benefit obligation $ 32,074 $ 23,162 $ 10,155 $ 65,391 $ 35,161 $ 25,727 $ 6,780 $ 67,668 The following are details of net pension expense relating to the following pension plans: Year Ended June 30, 2020 2019 2018 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 572 $ 319 $ 1,247 $ 2,138 $ 550 $ 566 $ 771 $ 1,887 $ 501 $ 472 $ 832 $ 1,805 Interest cost 459 337 368 1,164 642 489 300 1,431 607 489 241 1,337 Amortization of actuarial (gains) and losses 939 244 (288 ) 895 696 130 (562 ) 264 541 72 (241 ) 372 Net pension expense $ 1,970 $ 900 $ 1,327 $ 4,197 $ 1,888 $ 1,185 $ 509 $ 3,582 $ 1,649 $ 1,033 $ 832 $ 3,514 Service-related net periodic pension costs are recorded within operating expense and all other non-service related net periodic pension costs are classified under "Other income (expense), net" on our Consolidated Statements of Income . In determining the fair value of the pension plan benefit obligations as of June 30, 2020 and June 30, 2019 , respectively, we used the following weighted-average key assumptions: As of June 30, 2020 As of June 30, 2019 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 1.75% 2.50% 6.50% 2.50% 2.50% 6.50% Pension increases 1.50% 2.00% N/A 2.00% 2.00% N/A Discount rate 1.46% 1.46% 3.50% 1.32% 1.32% 5.00% Normal retirement age 65-67 65-67 60 65-67 65-67 60 Employee fluctuation rate: to age 20 —% —% 12.19% —% —% 12.19% to age 25 —% —% 16.58% —% —% 16.58% to age 30 1.00% —% 13.97% 1.00% —% 13.97% to age 35 0.50% —% 10.77% 0.50% —% 10.77% to age 40 —% —% 7.39% —% —% 7.39% to age 45 0.50% —% 3.28% 0.50% —% 3.28% to age 50 0.50% —% —% 0.50% —% —% from age 51 1.00% —% —% 1.00% —% —% 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 2021 $ 777 $ 943 $ 115 2022 839 971 403 2023 934 971 213 2024 1,037 978 282 2025 1,082 1,006 339 2026 to 2030 6,209 4,934 2,907 Total $ 10,878 $ 9,803 $ 4,259 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 costs 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 | 12 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS | SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS Cash Dividends For the year ended June 30, 2020 , pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.6984 per Common Share in the aggregate amount of $188.7 million , which we paid during the same period ( year ended June 30, 2019 and 2018— $0.6300 and $0.5478 per Common Share, respectively, in the aggregate amount of $168.9 million and $145.6 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 From time to time we may provide funds to an independent agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans. During the year ended June 30, 2020 , we repurchased 300,000 of our Common Shares in the open market, at a cost of $12.4 million for potential reissuance under our LTIP or other plans ( year ended June 30, 2019 and 2018— 726,059 and nil , respectively, at a cost of $26.5 million and nil , respectively), described below. During the year ended June 30, 2020 , we reissued 480,574 Common Shares from treasury stock ( year ended June 30, 2019 and 2018— 613,524 and 411,276 Common Shares, respectively), in connection with the settlement of awards and other plans. Option Plans A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below. All numbers shown in the chart below have been adjusted, where applicable, to account for the two-for-one stock splits that occurred on October 22, 2003, February 18, 2014 and January 24, 2017. 2004 Stock Option Plan Date of inception Oct-04 Eligibility Eligible employees, as determined by the Board of Directors Options granted to date 35,140,648 Options exercised to date (19,192,995) Options cancelled to date (8,518,116) Options outstanding 7,429,537 Termination grace periods Immediately “for cause”; 90 days for any other reason; 180 days due to death Vesting schedule 25% per year, unless otherwise specified Exercise price range $16.58 - $44.99 Expiration dates 8/2/2020 - 5/4/2027 The following table summarizes information regarding stock options outstanding at June 30, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Number of options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of options Weighted Average Exercise Price $ 16.58 - $ 27.46 960,483 1.39 $ 25.84 960,483 $ 25.84 27.47 - 31.50 547,692 2.91 29.37 405,982 29.20 31.51 - 33.17 615,000 3.92 32.64 66,667 32.63 33.18 - 34.60 867,036 4.13 34.10 399,065 34.00 34.61 - 37.54 674,760 5.17 35.86 231,006 35.32 37.55 - 38.30 439,000 6.84 37.84 — — 38.31 - 39.02 730,110 6.10 38.76 — — 39.03 - 39.98 792,686 5.23 39.35 185,155 39.36 39.99 - 43.06 700,980 6.01 40.51 — — 43.07 - 44.99 1,101,790 6.60 44.99 — — $ 16.58 - $ 44.99 7,429,537 4.78 $ 36.18 2,248,358 $ 30.18 Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows: Year Ended June 30, 2020 2019 2018 Stock options $ 9,779 $ 10,232 $ 9,828 Performance Share Units (issued under LTIP) 5,997 3,461 3,553 Restricted Share Units (issued under LTIP) 5,943 5,917 6,602 Restricted Share Units (other) 174 175 936 Deferred Share Units (directors) 3,345 3,133 2,921 Employee Share Purchase Plan 4,294 3,852 3,754 Total share-based compensation expense $ 29,532 $ 26,770 $ 27,594 Summary of Outstanding Stock Options As of June 30, 2020 , an aggregate of 7,429,537 options to purchase Common Shares were outstanding and an additional 7,540,748 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 year ended June 30, 2020 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2019 7,102,753 $ 31.82 4.10 $ 66,656 Granted 2,742,230 41.81 Exercised (1,529,947 ) 26.98 Forfeited or expired (885,499 ) 34.51 Outstanding at June 30, 2020 7,429,537 $ 36.18 4.78 $ 49,574 Exercisable at June 30, 2020 2,248,358 $ 30.18 2.87 $ 27,651 Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2018 7,078,435 $ 28.41 4.43 $ 48,405 Granted 1,870,340 38.81 Exercised (1,472,031 ) 24.20 Forfeited or expired (373,991 ) 32.33 Outstanding at June 30, 2019 7,102,753 $ 31.82 4.10 $ 66,656 Exercisable at June 30, 2019 2,176,002 $ 27.44 3.03 $ 29,950 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: Year Ended June 30, 2020 2019 2018 Weighted–average fair value of options granted $ 6.88 $ 8.39 $ 7.58 Weighted-average assumptions used: Expected volatility 22.63 % 25.72 % 26.95 % Risk–free interest rate 1.30 % 2.57 % 2.18 % Expected dividend yield 1.64 % 1.54 % 1.50 % Expected life (in years) 4.12 4.44 4.38 Forfeiture rate (based on historical rates) 7 % 6 % 6 % Average exercise share price $ 41.81 $ 38.81 $ 34.60 As of June 30, 2020 , the total compensation cost related to the unvested stock option awards not yet recognized was $29.7 million , which will be recognized over a weighted-average period of 2.9 years . No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented. We have no t capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. For the year ended June 30, 2020 , cash in the amount of $41.3 million was received as the result of the exercise of options granted under share-based payment arrangements ( year ended June 30, 2019 and 2018— $35.6 million and $54.4 million , respectively). The tax benefit realized by us during the year ended June 30, 2020 from the exercise of options eligible for a tax deduction was $1.9 million ( year ended June 30, 2019 and 2018— $2.9 million and $1.5 million , respectively). Long-Term Incentive Plans We incentivize certain eligible employees, 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 achievement 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. 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. 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. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718. As of June 30, 2020 , the total expected compensation cost related to the unvested LTIP awards not yet recognized was $18.2 million , which is expected to be recognized over a weighted average period of 1.8 years . LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants are referred to in this Annual Report on Form 10-K based upon the year in which the grants are expected to vest. Fiscal 2019 LTIP Grants made in Fiscal 2017 under the LTIP (collectively referred to as Fiscal 2019 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2017 starting on August 14, 2016. We settled the Fiscal 2019 LTIP awards by issuing 255,502 Common Shares from treasury stock during the three months ended December 31, 2019, with a cost of $9.1 million . Fiscal 2020 LTIP Grants made in Fiscal 2018 under the LTIP (collectively referred to as Fiscal 2020 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2018 starting on August 7, 2017. 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 2020 LTIP. We expect to settle the Fiscal 2020 LTIP awards in stock. Fiscal 2021 LTIP Grants made in Fiscal 2019 under the LTIP (collectively referred to as Fiscal 2021 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2019 starting on August 6, 2018. 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 2021 LTIP. We expect to settle the Fiscal 2021 LTIP awards in stock. Fiscal 2022 LTIP Grants made in Fiscal 2020 under the LTIP (collectively referred to as Fiscal 2022 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2020 starting on August 5, 2019. 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 2022 LTIP. We expect to settle the Fiscal 2022 LTIP awards in stock. Restricted Share Units (RSUs) During the year ended June 30, 2020 , we granted 15,000 RSUs to employees in accordance with employment and other non-LTIP related agreements ( year ended June 30, 2019 and 2018— nil and 4,464 , respectively). RSUs vest over a specified contract date, typically three years from the respective date of grants. We expect to settle RSU awards in stock. During the year ended June 30, 2020 , we issued 3,334 Common Shares from treasury stock, with a cost of $0.1 million in connection with the settlement of vested RSUs ( year ended June 30, 2019 and 2018— 22,627 and 98,625 Common Shares, respectively, with a cost of $0.7 million and $2.1 million , respectively). Deferred Share Units (DSUs) During the year ended June 30, 2020 , we granted 82,733 DSUs to certain non-employee directors ( year ended June 30, 2019 and 2018 — 100,271 and 87,501 DSUs, respectively). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for director 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. During the year ended June 30, 2020, we did no t issue shares from treasury stock in connection with the settlement of vested DSUs (year ended June 30, 2019 and 2018 — 51,794 and nil DSUs, respectively, with a cost of $2.0 million and nil , respectively). Employee Share Purchase Plan (ESPP) Our ESPP offers employees a purchase price discount of 15% . During the year ended June 30, 2020 , 742,961 Common Shares were eligible for issuance to employees enrolled in the ESPP ( year ended June 30, 2019 and 2018— 696,091 and 729,521 Common Shares, respectively). During the year ended June 30, 2020 , cash in the amount of $25.3 million was received from employees relating to the ESPP ( year ended June 30, 2019 and 2018— $22.2 million and $21.5 million |
GUARANTEES AND CONTINGENCIES
GUARANTEES AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2020 | |
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 July 1, 2020 - June 30, 2021 July 1, 2021 - June 30, 2023 July 1, 2023 - June 30, 2025 July 1, 2025 Long-term debt obligations (1) $ 4,668,943 $ 150,929 $ 301,274 $ 1,226,553 $ 2,990,187 Purchase obligations for contracts not accounted for as lease obligations (2) 108,572 47,489 61,083 — — $ 4,777,515 $ 198,418 $ 362,357 $ 1,226,553 $ 2,990,187 (1) Includes interest up to maturity and principal payments. Excludes $600 million currently drawn on the Revolver, which we expect to repay within one year. Please see note 11 "Long-Term Debt" for more details. (2) For contractual obligations relating to leases and purchase obligations accounted for under Topic 842, please see note 6 "Leases". 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 Consolidated Financial Statements . Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows. 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 Annual Report on Form 10-K , the aggregate of such accrued liabilities was not material to our consolidated financial position or results 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. As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters. Contingencies IRS Matter 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 Consolidated Financial Statements . We previously disclosed that, as part of these examinations, on July 17, 2015 we received from the IRS an initial Notice of Proposed Adjustment (NOPA) in draft form, that, as revised by the IRS on July 11, 2018 proposes a one-time approximately $335 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010 (the 2010 NOPA), plus penalties equal to 20% of the additional proposed taxes for Fiscal 2010, and interest at the applicable statutory rate published by the IRS. On July 11, 2018 , we also received, consistent with previously disclosed expectations, a draft NOPA proposing a one time approximately $80 million increase to our U.S. federal taxes for Fiscal 2012 (the 2012 NOPA) arising from the integration of Global 360 Holding Corp. into the structure that resulted from the internal reorganization in Fiscal 2010, plus penalties equal to 40% of the additional proposed taxes for Fiscal 2012, and interest. On January 7, 2019, we received from the IRS official notification of proposed adjustments to our taxable income for Fiscal 2010 and Fiscal 2012, together with the 2010 NOPA and 2012 NOPA in final form. In each case, such documentation was as expected and on substantially the same terms as provided for in the previously disclosed respective draft NOPAs, with the exception of an additional proposed penalty as part of the 2012 NOPA. A NOPA is an IRS position and does not impose an obligation to pay tax. We continue to strongly disagree with the IRS’ positions within the NOPAs and we are vigorously contesting the proposed adjustments to our taxable income, along with any proposed penalties and interest. As of our receipt of the final 2010 NOPA and 2012 NOPA, our estimated potential aggregate liability, as proposed by the IRS, including additional state income taxes plus penalties and interest that may be due, was approximately $770 million , comprised of approximately $455 million in U.S. federal and state taxes, approximately $130 million of penalties, and approximately $185 million of interest. Interest will continue to accrue at the applicable statutory rates until the matter is resolved and may be substantial. As previously disclosed and noted above, we strongly disagree with the IRS’ positions and we are vigorously contesting the proposed adjustments to our taxable income, along with the proposed penalties and interest. We are pursuing various alternatives available to taxpayers to contest the proposed adjustments, including currently through IRS Appeals and potentially U.S. Federal court. Any such alternatives could involve a lengthy process and result in the incurrence of significant expenses. As of the date of this Annual Report on Form 10-K , we have not recorded any material accruals in respect of these examinations in our Consolidated Financial Statements . An adverse outcome of these tax examinations could have a material adverse effect on our financial position and results of operations. For additional information regarding the history of this IRS matter, please see note 13 "Guarantees and Contingencies" in our Annual Report on Form 10-K for Fiscal 2018. CRA Matter As part of its ongoing audit of our Canadian tax returns, the Canada Revenue Agency (CRA) has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2020 , in connection with the CRA's reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015 to be limited to penalties and interest that may be due of approximately $44 million . The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015 would, as drafted, increase our taxable income by approximately $90 million to $100 million for each of those years, as well as impose a 10% penalty on the proposed adjustment to income. We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015 (including any penalties) are without merit. We have filed notices of objection for Fiscal 2012, Fiscal 2013 and Fiscal 2014, and we will be filing a notice of objection for Fiscal 2015 shortly. We are currently seeking competent authority consideration under applicable international treaties in respect of these reassessments. Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015, or potential reassessments that may be proposed for subsequent years currently under audit, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above. We will continue to vigorously contest the proposed adjustments to our taxable income and any penalty and interest assessments. As of the date of this Annual Report on Form 10-K , we have not recorded any accruals in respect of these reassessments in our Consolidated Financial Statements . Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability in respect of our international transactions, including the transfer pricing methodology applied to them. The CRA is currently auditing Fiscal 2016 and Fiscal 2017. We are engaged in ongoing discussions with the CRA and continue to vigorously contest the CRA's audit positions. GXS India Matter 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 $1.2 million to cover our anticipated financial exposure in this matter. Carbonite Class Action Complaint On August 1, 2019, prior to our acquisition of Carbonite, a purported stockholder of Carbonite filed a putative class action complaint against Carbonite, its former Chief Executive Officer, Mohamad S. Ali, and its former Chief Financial Officer, Anthony Folger, in the United States District Court for the District of Massachusetts captioned Ruben A. Luna, Individually and on Behalf of All Others Similarly Situated v. Carbonite, Inc., Mohamad S. Ali, and Anthony Folger (No. 1:19-cv-11662-LTS). The complaint alleges violations of the federal securities laws under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The complaint generally alleges that the defendants made materially false and misleading statements in connection with Carbonite’s Server Backup VM Edition, and seeks, among other things, the designation of the action as a class action, an award of unspecified compensatory damages, costs and expenses, including counsel fees and expert fees, and other relief as the court deems appropriate. On August 23, 2019, a nearly identical complaint was filed in the same court captioned William Feng, Individually and on Behalf of All Others Similarly Situated v. Carbonite, Inc., Mohamad S. Ali, and Anthony Folger (No. 1:19- cv-11808-LTS) (together with the Luna Complaint, the “Securities Actions”). On November 21, 2019, the court consolidated the Securities Actions, appointed a lead plaintiff, and designated a lead counsel. On January 15, 2020, the lead plaintiff filed a consolidated amended complaint generally making the same allegations and seeking the same relief as the complaint filed on August 1, 2019. The defendants moved to dismiss the Securities Actions on March 10, 2020. The motion was fully briefed in June 2020 and awaits the court's decision. In light of, among other things, the early stage of the litigation, we are unable to predict the outcome of this action and are unable to reasonably estimate the amount or range of loss, if any, that could result from this proceeding. Carbonite vs Realtime Data On February 27, 2017, prior to our acquisition of Carbonite, a non-practicing entity named Realtime Data LLC (Realtime Data) filed a lawsuit against Carbonite in the U.S. District Court for the Eastern District of Texas "Realtime Data LLC v. Carbonite, Inc. et al (No 6:17-cv-00121-RWS-JDL)", alleging that certain of Carbonite’s cloud storage services infringe upon certain patents held by Realtime Data. Realtime Data’s complaint against Carbonite sought damages in an unspecified amount and injunctive relief. On December 19, 2017, the U.S. District Court for the Eastern District of Texas transferred the case to the U.S District Court for the District of Massachusetts (No. 1:17-cv-12499). Realtime Data has also filed numerous other patent suits on the asserted patents against other companies around the country. In one of those suits, filed in the U.S. District Court for the District of Delaware, the Delaware Court on July 29, 2019 dismissed the lawsuit after declaring invalid three of the four patents asserted by Realtime Data against Carbonite. By way of Order dated August 19, 2019, the U.S. District Court for the District of Massachusetts stayed the action against Carbonite pending appeal of the dismissal in the Delaware lawsuit. As to the fourth patent, the U.S. Patent & Trademark Office Patent Trial and Appeal Board on September 24, 2019 invalidated certain claims of that patent. No trial date has been set in the action against Carbonite. The Company is defending Carbonite vigorously. We have not accrued a loss contingency related to this matter because litigation related to a non-practicing entity is inherently unpredictable. Although a loss is reasonably possible, an unfavorable outcome is not considered by management to be probable at this time and we remain unable to reasonably estimate a possible loss or range of loss associated with this litigation. Please also see Item 1A "Risk Factors" elsewhere in this Annual Report on Form 10-K. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2020 | |
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. The effective tax rate decreased to a provision of 32.1% for the year ended June 30, 2020, compared to a provision of 35.2% for the year ended June 30, 2019. The decrease in tax expense of $44.1 million was primarily due to (i) a decrease of $23.7 million relating to lower net income including the impact of foreign rates, (ii) a decrease of $51.3 million for changes in unrecognized tax benefits, (iii) a decrease of $7.0 million from tax rate differential in tax years applicable to United States loss carryforwards that became eligible for carryback under the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted in the third quarter of Fiscal 2020, and (iv) a decrease of $16.0 million related to tax costs of internal reorganizations that did not recur in Fiscal 2020. These were partially offset by (i) an increase of $25.2 million related to the US Base Erosion Anti-avoidance Tax (US BEAT), (ii) an increase in accruals for repatriations from foreign subsidiaries of $17.3 million , (iii) an increase in the effect of withholding taxes of $5.9 million , and (iv) an increase in the change in the valuation allowance of $4.8 million . The remainder of the difference was due to normal course movements and non-material items. A reconciliation of the combined Canadian federal and provincial income tax rate with our effective income tax rate is as follows: Year Ended June 30, 2020 2019 2018 Expected statutory rate 26.5 % 26.5 % 26.5 % Expected provision for income taxes $ 91,479 $ 116,752 $ 102,323 Effect of foreign tax rate differences 218 (1,344 ) 2,352 Change in valuation allowance (222 ) (5,045 ) 1,779 Amortization of deferred charges — — 4,242 Effect of permanent differences 1,215 (577 ) 4,332 Effect of changes in unrecognized tax benefits (19,284 ) 31,992 5,543 Effect of withholding taxes 8,036 2,097 7,927 Difference in tax filings from provision 933 (250 ) 1,321 Effect of U.S. tax reform — — 19,037 Effect of tax credits for research and development (14,947 ) (13,550 ) (3,875 ) Effect of accrual for undistributed earnings 4,233 (13,112 ) (1,154 ) Effect of US BEAT 41,207 16,030 — Effect of CARES Act (7,009 ) — — Other Items 4,527 5,473 (1 ) Impact of internal reorganization of subsidiaries 451 16,471 — $ 110,837 $ 154,937 $ 143,826 The following is a geographical breakdown of income before the provision for income taxes: Year Ended June 30, 2020 2019 2018 Domestic income (loss) $ 241,862 $ 269,331 $ 238,405 Foreign income 103,343 171,243 147,721 Income before income taxes $ 345,205 $ 440,574 $ 386,126 The provision for (recovery of) income taxes consisted of the following: Year Ended June 30, 2020 2019 2018 Current income taxes (recoveries): Domestic $ 12,547 $ 7,862 $ 5,313 Foreign 46,902 99,650 48,777 59,449 107,512 54,090 Deferred income taxes (recoveries): Domestic 68,580 52,889 61,678 Foreign (17,192 ) (5,464 ) 28,058 51,388 47,425 89,736 Provision for (recovery of) income taxes $ 110,837 $ 154,937 $ 143,826 As of June 30, 2020, we have $347.0 million of domestic non-capital loss carryforwards. In addition, we have $478.6 million of foreign non-capital loss carryforwards of which $87.7 million have no expiry date. The remainder of the domestic and foreign losses expires between 2021 and 2040. In addition, investment tax credits of $55.0 million will expire between 2021 and 2040. The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below: June 30, 2020 2019 Deferred tax assets Non-capital loss carryforwards $ 208,248 $ 161,119 Capital loss carryforwards 152 155 Undeducted scientific research and development expenses 160,354 137,253 Depreciation and amortization 415,516 683,777 Restructuring costs and other reserves 21,999 17,845 Deferred revenue 60,026 53,254 Other 76,031 59,584 Total deferred tax asset $ 942,326 $ 1,112,987 Valuation Allowance $ (81,810 ) $ (77,328 ) Deferred tax liabilities Scientific research and development tax credits $ (14,361 ) $ (14,482 ) Other (83,328 ) (72,599 ) Deferred tax liabilities $ (97,689 ) $ (87,081 ) Net deferred tax asset $ 762,827 $ 948,578 Comprised of: Long-term assets 911,565 1,004,450 Long-term liabilities (148,738 ) (55,872 ) $ 762,827 $ 948,578 We believe that sufficient uncertainty exists regarding the realization of certain deferred tax assets that a valuation allowance is required. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText. The aggregate changes in the balance of our gross unrecognized tax benefits (including interest and penalties) were as follows: Unrecognized tax benefits as of July 1, 2018 $ 177,812 Increases on account of current year positions 25,642 Increases on account of prior year positions 15,024 Decreases due to settlements with tax authorities — Decreases due to lapses of statutes of limitations (9,236 ) Unrecognized tax benefits as of June 30, 2019 $ 209,242 Increases on account of current year positions 7,296 Increases on account of prior year positions 17,853 Decreases due to settlements with tax authorities (20,457 ) Decreases due to lapses of statutes of limitations (18,853 ) Unrecognized tax benefits as of June 30, 2020 $ 195,081 Included in the above tabular reconciliation are unrecognized tax benefits of $15.0 million relating to deferred tax assets, of which $6.0 million would not impact the effective tax rate if reversed. The net unrecognized tax benefit excluding these deferred tax assets is $180.0 million as of June 30, 2020 (June 30, 2019— $198.1 million ). We recognize interest expense and penalties related to income tax matters in income tax expense. For the year ended June 30, 2020 , 2019 and 2018, we recognized the following amounts as income tax-related interest expense and penalties: Year Ended June 30, 2020 2019 2018 Interest expense (recoveries) $ 5,764 $ 10,512 $ 6,233 Penalties expense (recoveries) 327 945 (191 ) Total $ 6,091 $ 11,457 $ 6,042 The following amounts have been accrued on account of income tax-related interest expense and penalties: As of June 30, 2020 As of June 30, 2019 Interest expense accrued * $ 70,364 $ 64,530 Penalties accrued * $ 2,620 $ 2,525 * These balances are primarily included within "Long-term income taxes payable" within the Consolidated Balance Sheets . We believe that it is reasonably possible that the gross unrecognized tax benefits, as of June 30, 2020 , could decrease tax expense in the next 12 months by $7.3 million , relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions. Our four most significant tax jurisdictions are Canada, the United States, Luxembourg and Germany. Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate. The earliest fiscal years open for examination are 2012 for Germany, 2010 for the United States, 2012 for Luxembourg, and 2012 for Canada. 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, Germany, India, Italy and the Philippines. 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 and Canada audits are included in note 14 "Guarantees and Contingencies" . 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 14 "Guarantees and Contingencies" . As at June 30, 2020 , we have recognized a provision of $24.8 million ( June 30, 2019 — $17.4 million ) in respect of both additional foreign 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 German 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. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and June 30, 2019 : June 30, 2020 June 30, 2019 Fair Market Measurements using: Fair Market Measurements using: June 30, 2020 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2019 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: Foreign currency forward contracts designated as cash flow hedges (note 17) $ — N/A $ — N/A $ 736 N/A $ 736 N/A Total $ — $ — $ — $ — $ 736 $ — $ 736 $ — Financial Liabilities: Foreign currency forward contracts designated as cash flow hedges (note 17) $ (185 ) N/A $ (185 ) N/A $ — N/A $ — N/A Total $ (185 ) $ — $ (185 ) $ — $ — $ — $ — $ — 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 Consolidated Financial Statements at an amount that approximates their fair value (a Level 2 measurement) due to their short maturities. 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 year ended June 30, 2020 and 2019 , we did not have any transfers between Level 1, Level 2 or Level 3. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the year ended June 30, 2020 and 2019, no impairments were identified and therefore no |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 12 Months Ended |
Jun. 30, 2020 | |
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 various 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 foreign currency forward contracts 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 June 30, 2020 , is recorded within "Accounts payable and accrued liabilities" and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income into earnings with the next twelve months. As of June 30, 2020 , the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $62.3 million ( June 30, 2019 — $62.0 million ). Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance The effect of these derivative instruments on our Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects). Fair Value of Derivative Instruments in the Consolidated Balance Sheets (see note 16 "Fair Value Measurement") As of June 30, 2020 As of June 30, 2019 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) $ (185 ) $ 736 Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Year Ended June 30, 2020 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign currency forward contracts $ (2,261 ) Operating expenses $ (1,340 ) Year Ended June 30, 2019 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign currency forward contracts $ 22 Operating expenses $ (2,033 ) Year Ended June 30, 2018 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign currency forward contracts $ (647 ) Operating expenses $ 1,846 |
SPECIAL CHARGES (RECOVERIES)
SPECIAL CHARGES (RECOVERIES) | 12 Months Ended |
Jun. 30, 2020 | |
Restructuring, Settlement and Impairment Provisions [Abstract] | |
SPECIAL CHARGES (RECOVERIES) | SPECIAL CHARGES (RECOVERIES) Special charges (recoveries) include costs and recoveries 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 charges. Year Ended June 30, 2020 2019 2018 COVID-19 Restructuring Plan $ 53,616 $ — $ — Fiscal 2020 Restructuring Plan 26,680 — — Fiscal 2019 Restructuring Plan 1,516 28,318 — Fiscal 2018 Restructuring Plan 87 515 10,154 Restructuring Plans prior to Fiscal 2018 Restructuring Plan (232 ) 278 7,486 Acquisition-related costs 13,750 5,625 4,805 Other charges (recoveries) 5,011 983 6,766 Total $ 100,428 $ 35,719 $ 29,211 COVID-19 Restructuring Plan During the fourth quarter of Fiscal 2020, in response to the COVID-19 pandemic, we made a strategic decision to move towards a significant work from home model. We began to implement restructuring activities to streamline our operations and significantly reduce our real estate footprint around the world (COVID-19 Restructuring Plan). The COVID-19 Restructuring Plan charges relate to workforce reductions and facility costs, including the accelerated amortization associated with the abandonment of ROU assets, the write-off of fixed assets and other related variable lease and exit costs. Currently, our assumptions with respect to the COVID-19 Restructuring Plan, do not include any potential sublease income from vacated facilities. 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 June 30, 2020 , we expect total costs to be incurred in connection with the COVID-19 Restructuring Plan to be approximately $62 million to $75 million , of which $53.6 million has been recorded within "Special charges (recoveries)" to date. A reconciliation of the beginning and ending restructuring liability, which is included within "Accounts payable and accrued liabilities" in our Consolidated Balance Sheets , for the year ended June 30, 2020 is shown below. COVID-19 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ — $ — $ — Accruals and adjustments 8,702 12,319 21,021 Cash payments (3,609 ) (321 ) (3,930 ) Foreign exchange and other non-cash adjustments 79 278 357 Balance payable as at June 30, 2020 $ 5,172 $ 12,276 $ 17,448 During the year ended June 30, 2020 , we incurred $27.2 million in charges associated with the accelerated amortization charges associated with the abandonment of facility related ROU assets and $5.4 million in charges associated with the write off of fixed assets as part of the COVID-19 Restructuring Plan. Fiscal 2020 Restructuring Plan During Fiscal 2020, we began to implement restructuring activities to streamline our operations (Fiscal 2020 Restructuring Plan), including in connection with our acquisitions of Carbonite and XMedius, to take further steps to improve our operational efficiency. The Fiscal 2020 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. During the fourth quarter of Fiscal 2020, we revised our assumption relating to potential sublease. Our current estimate does not include any potential sublease income from vacated facilities. As of June 30, 2020 , we expect total costs to be incurred in connection with the Fiscal 2020 Restructuring Plan to be approximately $36 million to $44 million , of which $26.7 million has been recorded within "Special charges (recoveries)" to date. A reconciliation of the beginning and ending restructuring liability, which is included within "Accounts payable and accrued liabilities" in our Consolidated Balance Sheets , for the year ended June 30, 2020 is shown below. Fiscal 2020 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ — $ — $ — Accruals and adjustments 5,993 6,734 12,727 Cash payments (4,412 ) (261 ) (4,673 ) Foreign exchange and other non-cash adjustments (5 ) (31 ) (36 ) Balance payable as at June 30, 2020 $ 1,576 $ 6,442 $ 8,018 During the year ended June 30, 2020 , we incurred $9.7 million in charges associated with the accelerated amortization associated with the abandonment of ROU assets and $4.3 million in charges associated with write off of fixed assets as part of the Fiscal 2020 Restructuring Plan. Fiscal 2019 Restructuring Plan During Fiscal 2019, we began to implement restructuring activities to streamline our operations (Fiscal 2019 Restructuring Plan), including in connection with our acquisitions of Catalyst Repository Systems Inc. (Catalyst) and Liaison Technologies, Inc. (Liaison), to take further steps to improve our operational efficiency. The Fiscal 2019 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. Since the inception of the plan, $29.8 million has been recorded within "Special charges (recoveries)" to date. We do not expect to incur any further significant charges relating to this plan. A reconciliation of the beginning and ending liability for the year ended June 30, 2020 is shown below. Fiscal 2019 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ 1,819 $ 5,288 $ 7,107 Adjustment for Topic 842 (note 1 and note 6) — (5,288 ) (5,288 ) Accruals and adjustments 523 993 1,516 Cash payments (1,718 ) (1,090 ) (2,808 ) Foreign exchange and other non-cash adjustments (223 ) 97 (126 ) Balance payable as at June 30, 2020 $ 401 $ — $ 401 Fiscal 2018 Restructuring Plan During Fiscal 2018 and in the context of our acquisitions of Covisint Corporation, Guidance Software Inc. and Hightail, Inc., we implemented restructuring activities to streamline our operations (collectively referred to as the Fiscal 2018 Restructuring Plan). The Fiscal 2018 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. Since the inception of the plan, $10.8 million has been recorded within "Special charges (recoveries)" to date. We do not expect to incur any further significant charges relating to this plan. A reconciliation of the beginning and ending liability for the year ended June 30, 2020 is shown below. Fiscal 2018 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ 150 $ 486 $ 636 Adjustment for Topic 842 (note 1 and note 6) — (486 ) (486 ) Accruals and adjustments (62 ) 149 87 Cash payments (39 ) (148 ) (187 ) Foreign exchange and other non-cash adjustments (9 ) (1 ) (10 ) Balance payable as at June 30, 2020 $ 40 $ — $ 40 Acquisition-related costs Included within "Special charges (recoveries)" for the year ended June 30, 2020 are costs incurred directly in relation to acquisitions in the amount of $13.8 million ( year ended June 30, 2019 and 2018— $5.6 million and $4.8 million , respectively). Other charges (recoveries) For the year ended June 30, 2020 , "Other charges" includes $0.7 million relating to the accelerated amortization associated with the abandonment of ROU assets and $4.3 million relating to other miscellaneous charges. For the year ended June 30, 2019 , "Other charges" include (i) $1.1 million relating to one-time system implementation costs and (ii) $1.4 million relating to other miscellaneous charges. These charges were partially offset by a recovery of $1.5 million relating to certain pre-acquisition sales and use tax liabilities becoming statute barred. For the year ended June 30, 2018 , "Other charges" primarily include (i) $6.4 million relating to the setup of a broad ERP system and other system implementation costs and (ii) $4.9 million relating to miscellaneous other charges. These charges were partially offset by (i) $2.3 million relating to certain pre-acquisition sales and use tax liabilities that were recovered outside of the acquisition's one year measurement period and (ii) $2.2 million relating to certain-pre acquisition sales and use tax liabilities becoming statute barred. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Fiscal 2020 Acquisitions Acquisition of XMedius On March 9, 2020 , we acquired all of the equity interest in XMedius for $73.3 million in an all cash transaction. XMedius is a provider of secure information exchange and unified communication solutions. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe the acquisition complements our Customer Experience Management (CEM) and Business Network (BN) platforms. The results of operations of this acquisition have been consolidated with those of OpenText beginning March 9, 2020 . Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of March 9, 2020 , are set forth below: Current assets $ 8,542 Non-current tangible assets 3,792 Intangible customer assets 35,910 Intangible technology assets 11,143 Liabilities assumed (35,685 ) Total identifiable net assets 23,702 Goodwill 49,633 Net assets acquired $ 73,335 The goodwill of $49.6 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, $0.1 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $18.5 million , which represents our estimate of the fair value of the contractual obligations assumed based on a valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by $2.7 million . The fair value of current assets acquired includes accounts receivable with a fair value of $6.4 million . The gross amount receivable was $6.7 million , of which $0.3 million is expected to be uncollectible. Acquisition-related costs for XMedius included in "Special charges (recoveries)" in the Consolidated Financial Statements for the year ended June 30, 2020 were $0.8 million . The finalization of the above purchase price allocation is pending the finalization of the valuation of fair value for the assets acquired and liabilities assumed, including intangible assets and taxation-related balances as well as for potential unrecorded liabilities. We expect to finalize this determination on or before our quarter ending March 31, 2021 . Since the date of acquisition, the acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2020 . Pro forma results of operations for this acquisition have not been presented because they are not material to our consolidated results of operations. Acquisition of Carbonite On December 24, 2019 , we acquired all of the equity interest in Carbonite, a leading provider of cloud-based subscription backup, disaster recovery and endpoint security to small and medium-sized businesses (SMB), consumers, and a wide variety of partners. Total consideration for Carbonite was $1.4 billion paid in cash (inclusive of cash acquired). In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe the acquisition increases our position in the data protection and endpoint security space, further strengthens our cloud capabilities and opens a new route to connect with customers through Carbonite's marquee SMB and consumer channels and products. The results of operations of Carbonite have been consolidated with those of OpenText beginning December 24, 2019 . Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of December 24, 2019 , are set forth below: Current assets (inclusive of cash acquired of $62.9 million) $ 129,779 Non-current tangible assets (inclusive of restricted cash acquired of $2.4 million) 105,762 Intangible customer assets 549,500 Intangible technology assets 290,000 Liabilities assumed (557,779 ) Total identifiable net assets 517,262 Goodwill 853,162 Net assets acquired $ 1,370,424 The goodwill of $ 853.2 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, $6.9 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 171.0 million , which represents our estimate of the fair value of the contractual obligations assumed. In arriving at this fair value, we reduced the acquired company’s original carrying value by $74.7 million . The fair value of current assets acquired includes accounts receivable with a fair value of $45.7 million . The gross amount receivable was $47.1 million of which $1.4 million of this receivable was expected to be uncollectible. Acquisition-related costs for Carbonite included in "Special charges (recoveries)" in the Consolidated Financial Statements for the year ended June 30, 2020 were $9.2 million . The finalization of the above purchase price allocation is pending the finalization of the valuation of fair value for the assets acquired and liabilities assumed, including intangible assets and taxation-related balances as well as for potential unrecorded liabilities. We expect to finalize this determination on or before our quarter ending December 31, 2020 . The amount of Carbonite's revenues and net loss included in our Consolidated Statements of Income since the date of acquisition for the year ended June 30, 2020 is set forth below: Revenues $ 235,374 Net Loss * (49,322 ) * Net loss for the year ended includes one-time fees of $16.6 million on account of special charges and $99.0 million of amortization charges relating to intangible assets, all net of tax. The unaudited pro forma revenues and net income of the combined entity for the year ended June 30, 2020 and 2019 , respectively, had the acquisition been consummated on July 1, 2018, are set forth below: Year Ended June 30, Supplemental Unaudited Pro Forma Information (1) 2020 2019 Total Revenues $ 3,351,338 $ 3,226,128 Net Income (2) (3) 171,297 75,498 (1) Carbonite acquired Webroot Inc. in March 2019. The supplemental pro forma revenues and net income shown above do not include the results of operations of Webroot Inc. for periods prior to the Webroot acquisition date. (2) Included in pro forma net income for the year ended June 30, 2019 are $127 million of one-time expenses incurred by Carbonite on account of the acquisition and the related tax effect of $33 million . These one-time expenses included i) $74 million related to the accelerated vesting of historical Carbonite equity awards, ii) $29 million of one time fees, primarily related to transaction costs triggered by the closing of the acquisition, iii) $21 million related to the extinguishment of certain of Carbonite's historical debt and interest rate swaps and iv) $3 million in employee severance costs. (3) Included in pro forma net income for the year ended June 30, 2020 and 2019 are estimated amortization charges relating to the allocated value of intangible assets. The unaudited pro forma financial information in the table above is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented or the results that may be realized in the future. Acquisition of Dynamic Solutions Group Inc. (The Fax Guys) On December 2, 2019 , we acquired certain assets and assumed certain liabilities of The Fax Guys, for $5.1 million , of which $1.0 million is currently held back and unpaid in accordance with the terms of the purchase agreement. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our Information Management portfolio. The results of operations of The Fax Guys have been consolidated with those of OpenText beginning December 2, 2019 . Since the date of acquisition, the acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2020 . Pro forma results of operations for this acquisition have not been presented because they are not material to our consolidated results of operations. Fiscal 2019 Acquisitions Acquisition of Catalyst Repository Systems Inc. On January 31, 2019 , we acquired all of the equity interest in Catalyst, a leading provider of eDiscovery that designs, develops and supports market-leading cloud eDiscovery software. Total consideration for Catalyst was $71.4 million , of which $70.8 million was paid in cash and $0.6 million is currently held back and unpaid in accordance with the purchase agreement. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Information Management portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning January 31, 2019 . Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of January 31, 2019 , are set forth below: Current assets $ 9,699 Non-current tangible assets 5,754 Intangible customer assets 30,607 Intangible technology assets 11,658 Liabilities assumed (17,891 ) Total identifiable net assets 39,827 Goodwill 31,607 Net assets acquired $ 71,434 The goodwill of $31.6 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, $3.1 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $0.8 million , which represents our estimate of the fair value of the contractual obligations assumed based on a valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by an insignificant amount. The fair value of current assets acquired includes accounts receivable with a fair value of $10.8 million . The gross amount receivable was $11.8 million , of which $1.0 million was expected to be uncollectible. The finalization of the purchase price allocation during the year ended June 30, 2020 resulted in an adjustment to amounts previously disclosed of $0.6 million . Acquisition of Liaison Technologies, Inc. On December 17, 2018 , we acquired all of the equity interest in Liaison, a leading provider of cloud-based business to business integration, for $310.6 million in an all cash transaction. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Information Management portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning December 17, 2018 . Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of December 17, 2018 , are set forth below: Current assets $ 23,006 Non-current tangible assets 5,168 Intangible customer assets 68,300 Intangible technology assets 107,000 Liabilities assumed (57,265 ) Total identifiable net assets 146,209 Goodwill 164,434 Net assets acquired $ 310,643 The goodwill of $164.4 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, $2.2 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $7.6 million , which represents our estimate of the fair value of the contractual obligations assumed. In arriving at this fair value, we reduced the acquired company’s original carrying value by an insignificant amount. The fair value of current assets acquired includes accounts receivable with a fair value of $20.5 million . The gross amount receivable was $22.2 million , of which $1.7 million was expected to be uncollectible. The finalization of the purchase price allocation during the year ended June 30, 2020 did not result in any significant changes to the preliminary amounts previously disclosed. Fiscal 2018 Acquisitions Acquisition of Hightail, Inc. (Hightail) On February 14, 2018, we acquired all of the equity interest in Hightail, a leading cloud service provider for file sharing and creative collaboration, for $20.5 million in an all cash transaction. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Information Management portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning February 14, 2018. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of February 14, 2018, are set forth below: Current assets $ 1,290 Non-current tangible assets 1,270 Intangible customer assets 12,900 Intangible technology assets 4,200 Liabilities assumed (6,418 ) Total identifiable net assets 13,242 Goodwill 7,293 Net assets acquired $ 20,535 The goodwill of $7.3 million is primarily attributable to the synergies expected to arise after the acquisition. No portion of this goodwill is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $5.2 million , which represents our estimate of the fair value of the contractual obligations assumed. In arriving at this fair value, we reduced the acquired company’s original carrying value by $2.0 million . The fair value of current assets acquired includes accounts receivable with a fair value of $0.7 million . The gross amount receivable was $0.8 million of which $0.1 million of this receivable was expected to be uncollectible. The finalization of the purchase price allocation was completed during Fiscal 2019 and did not result in any significant changes to the preliminary amounts previously disclosed. Acquisition of Guidance Software, Inc. (Guidance) On September 14, 2017, we acquired all of the equity interest in Guidance, a leading provider of forensic security solutions, for $240.5 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Information Management portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning September 14, 2017. The following tables summarize the consideration paid for Guidance and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: Cash consideration* $ 237,291 Guidance shares already owned by OpenText through open market purchases (at fair value) 3,247 Purchase consideration $ 240,538 * Inclusive of $2.3 million previously accrued, but since paid as of September 30, 2018. See "Appraisal Proceedings" below for more information. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of September 14, 2017, are set forth below: Current assets (inclusive of cash acquired of $5.7 million) $ 24,744 Non-current tangible assets 11,583 Intangible customer assets 71,230 Intangible technology assets 51,851 Liabilities assumed (48,670 ) Total identifiable net assets 110,738 Goodwill 129,800 Net assets acquired $ 240,538 The goodwill of $129.8 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, $1.9 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $26.6 million , which represents our estimate of the fair value of the contractual obligations assumed. In arriving at this fair value, we reduced the acquired company’s original carrying value by $7.6 million . The fair value of current assets acquired includes accounts receivable with a fair value of $10.3 million . The gross amount receivable was $11.8 million of which $1.5 million of this receivable was expected to be uncollectible. An amount of $0.8 million , representing the mark to market gain on the shares we held in Guidance prior to the acquisition, was recorded to "Other income (expense), net " in our Consolidated Statements of Income for the year ended June 30, 2018. Refer to note 23 - "Other Income (Expense), Net" for additional details. The finalization of the purchase price allocation was completed during Fiscal 2019 and did not result in any significant changes to the preliminary amounts previously disclosed. Appraisal Proceedings Under Section 262 of the Delaware General Corporation Law, shareholders who did not tender their shares in connection with our tender offer were entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares. On August 31, 2017 we received notice from the record holder of approximately 1,519,569 shares or 5% of the issued and outstanding Guidance shares as of the date of acquisition, demanding an appraisal of the fair value of Guidance shares as they believed the price we paid for Guidance shares was less than its fair value. We accrued $10.8 million in connection with these claims, which is equivalent to paying $7.10 per Guidance share, the amount these Guidance shareholders otherwise would have received had they tendered their shares in our offer. During the second quarter of Fiscal 2018, we paid $8.5 million to the trust account of dissenting shareholders’ attorney, leaving $2.3 million previously accrued. During the three months ended September 30, 2018, these amounts were settled and released. On August 27, 2018, the appraisal petition was dismissed with prejudice. Acquisition of Covisint Corporation (Covisint) On July 26, 2017, we acquired all of the equity interest in Covisint, a leading cloud platform for building Identity, Automotive, and Internet of Things applications, for $102.8 million in an all cash transaction. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Information Management portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning July 26, 2017. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 26, 2017, are set forth below: Current assets (inclusive of cash acquired of $31.5 million) $ 41,586 Non-current tangible assets 3,426 Intangible customer assets 36,600 Intangible technology assets 17,300 Liabilities assumed (23,033 ) Total identifiable net assets 75,879 Goodwill 26,905 Net assets acquired $ 102,784 The goodwill of $26.9 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, $26.8 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $12.2 million , which represents our estimate of the fair value of the contractual obligations assumed. In arriving at this fair value, we reduced the acquired company’s original carrying value by $4.6 million . The fair value of current assets acquired includes accounts receivable with a fair value of $7.8 million . The gross amount receivable was $7.9 million of which $0.1 million of this receivable was expected to be uncollectible. The finalization of the purchase price allocation was completed during Fiscal 2018 and did not result in any significant changes to the preliminary amounts previously disclosed. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION ASC Topic 280, “Segment Reporting” (Topic 280), establishes standards for reporting, by public business enterprises, information about operating segments, products and services, geographic areas, and major customers. The method of determining what information, under Topic 280, to report is based on the way that an entity organizes operating segments for making operational decisions and how the entity’s management and CODM assess an entity’s financial performance. Our operations are analyzed by management and our CODM as being part of a single industry segment: the design, development, marketing and sale of Information Management software and solutions. The following table sets forth the distribution of revenues, by significant geographic area, for the periods indicated: Year Ended June 30, 2020 2019 2018 Revenues (1) : Canada $ 149,457 $ 153,890 $ 149,812 United States 1,719,877 1,490,863 1,425,244 United Kingdom 186,756 182,815 201,821 Germany 195,286 203,403 198,253 Rest of EMEA (2) 560,239 534,204 517,693 All other countries 298,121 303,580 322,418 Total revenues $ 3,109,736 $ 2,868,755 $ 2,815,241 (1) Total revenues by geographic area are determined based on the location of our end customer. (2) EMEA primarily consists of countries in Europe, the Middle East and Africa. The following table sets forth the distribution of long-lived assets, representing property and equipment, ROU assets and intangible assets, by significant geographic area, as of the periods indicated below. As of June 30, 2020 As of June 30, 2019 Long-lived assets (1) : Canada $ 651,214 $ 799,928 United States 1,150,638 502,844 United Kingdom 13,388 10,068 Germany 117,891 6,310 Rest of EMEA (2) 75,183 31,455 All other countries 56,674 45,352 Total $ 2,064,988 $ 1,395,957 (1) Previously, in Fiscal 2019, our long-lived assets included only property and equipment and intangibles assets. With the adoption of Topic 842, effective July 1, 2019, our long-lived assets as of June 30, 2020 also includes ROU assets. See note 1 "Basis of Presentation" and note 6 "Leases" for more information. (2) EMEA primarily consists of countries in Europe, the Middle East and Africa. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE INCOME Foreign Currency Translation Adjustments Cash Flow Hedges Defined Benefit Pension Plans Marketable Securities Accumulated Other Comprehensive Income Balance as of June 30, 2017 $ 54,216 $ 864 $ (6,897 ) $ 617 $ 48,800 Other comprehensive income (loss) before reclassifications, net of tax (9,582 ) (476 ) (3,383 ) — (13,441 ) Amounts reclassified into net income, net of tax — (1,357 ) 260 (617 ) (1,714 ) Total other comprehensive income (loss) net, for the period (9,582 ) (1,833 ) (3,123 ) (617 ) (15,155 ) Balance as of June 30, 2018 44,634 (969 ) (10,020 ) — 33,645 Other comprehensive income (loss) before reclassifications, net of tax (3,882 ) 16 (7,421 ) — (11,287 ) Amounts reclassified into net income, net of tax — 1,494 272 — 1,766 Total other comprehensive income (loss) net, for the period (3,882 ) 1,510 (7,149 ) — (9,521 ) Balance as of June 30, 2019 40,752 541 (17,169 ) — 24,124 Other comprehensive income (loss) before reclassifications, net of tax (7,784 ) (1,662 ) 1,245 — (8,201 ) Amounts reclassified into net income, net of tax — 985 917 — 1,902 Total other comprehensive income (loss) net, for the period (7,784 ) (677 ) 2,162 — (6,299 ) Balance as of June 30, 2020 $ 32,968 $ (136 ) $ (15,007 ) $ — $ 17,825 |
SUPPLEMENTAL CASH FLOW DISCLOSU
SUPPLEMENTAL CASH FLOW DISCLOSURES | 12 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURES | SUPPLEMENTAL CASH FLOW DISCLOSURES Year Ended June 30, 2020 2019 2018 Cash paid during the period for interest $ 146,698 $ 138,631 $ 132,799 Cash received during the period for interest $ 11,768 $ 8,014 $ 1,672 Cash paid during the period for income taxes $ 94,733 $ 80,583 $ 73,437 |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | OTHER INCOME (EXPENSE), NET Year Ended June 30, 2020 2019 2018 Foreign exchange gains (losses) $ (4,184 ) $ (4,330 ) $ 4,845 OpenText share in net income of equity investees (note 9) 8,700 13,668 5,965 Income from long-term other receivable — — 1,327 Gain on shares held in Guidance (1) — — 841 Gain from contractual settlement (2) — — 5,000 Loss on debt extinguishment (3) (17,854 ) — — Other miscellaneous income (expense) 1,392 818 (5 ) Total other income (expense), net $ (11,946 ) $ 10,156 $ 17,973 (1) Represents the release to income from other comprehensive income relating to the mark to market on shares we held in Guidance prior to our acquisition in the first fiscal quarter of Fiscal 2018. (2) Represents a gain recognized in connection with the settlement of a certain breach of contractual arrangement in the second quarter of Fiscal 2018. (3) On March 5, 2020 we redeemed Senior Notes 2023 in full, which resulted in a loss on extinguishment of debt of $17.9 million . Of this, $6.7 million is related to unamortized debt issuance costs and the remaining $11.2 million |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Jun. 30, 2020 | |
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. Year Ended June 30, 2020 2019 2018 Basic earnings per share Net income attributable to OpenText $ 234,225 $ 285,501 $ 242,224 Basic earnings per share attributable to OpenText $ 0.86 $ 1.06 $ 0.91 Diluted earnings per share Net income attributable to OpenText $ 234,225 $ 285,501 $ 242,224 Diluted earnings per share attributable to OpenText $ 0.86 $ 1.06 $ 0.91 Weighted-average number of shares outstanding (in 000's) Basic 270,847 268,784 266,085 Effect of dilutive securities 970 1,124 1,407 Diluted 271,817 269,908 267,492 Excluded as anti-dilutive (1) 3,001 2,759 2,770 (1) Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2020 | |
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 Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee. The Audit Committee 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 the transaction. In determining whether to approve a related party transaction, the Audit Committee 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 year ended June 30, 2020 , Mr. Stephen Sadler, a member of the Board of Directors, earned $0.7 million ( year ended June 30, 2019 and 2018 — $0.6 million and $0.8 million , respectively) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Cash Dividends As part of our quarterly, non-cumulative cash dividend program, we declared, on August 5, 2020 , a dividend of $0.1746 per Common Share. The record date for this dividend is September 4, 2020 and the payment date is September 25, 2020 . Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board. |
ACCOUNTING POLICIES AND RECEN_2
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of estimates | The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements |
Accounting Pronouncements | Leases Effective July 1, 2019, we adopted Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” (Topic 842) using the modified retrospective transition approach. In accordance with this adoption method, results for reporting periods as of July 1, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard. Additionally, we elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to (i) carry forward the historical lease classification for any expired or existing leases, (ii) not reassess whether any expired or existing contracts contain leases and (iii) not reassess any initial direct cost for existing leases. We did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date. As a result of this adoption, we recorded the following adjustments as of July 1, 2019 on the Consolidated Balance Sheets: • An increase in operating lease right of use assets of $217.5 million ; • An increase in total operating lease liabilities of $253.5 million ; • A decrease in prepaid expenses and other current assets of $6.6 million in connection with lease fair value adjustments and prepaid rent; • A decrease in other assets of $0.2 million in connection with lease fair value adjustments; and • A decrease in total accrued liabilities of $42.8 million in connection with tenant allowances, deferred rent, lease fair value adjustments, and amounts payable in respect of restructured facilities. The adoption of Topic 842 had no impact to the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statement of Shareholders' Equity or Consolidated Statements of Cash Flows. Please refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" and note 6 “Leases” for additional information. Accounting Pronouncements Adopted in Fiscal 2020 During Fiscal 2020, we have adopted the following ASUs, in addition to those discussed in note 1 "Basis of Presentation". The ASUs listed below did not have a material impact to our reported financial position, results of operations or cash flows: • ASU No. 2017-12 “Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12) • ASU No. 2018-15 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract” Accounting Pronouncements Not Yet Adopted Retirement Benefits In August 2018, the Financial Accounting Standards Board (FASB) issued ASU No. 2018-14 “Compensation-Retirement Benefits-Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans” (ASU 2018-14), which modifies the disclosure requirements for defined benefit pension plans and other post retirement plans. We will adopt ASU 2018-14 in the first quarter of our fiscal year ending June 30, 2021. The effect on our Consolidated Financial Statements and related disclosures is not expected to be material. Financial Instruments In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, and ASU 2020-02 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. We will adopt Topic 326 in the first quarter of our fiscal year ending June 30, 2021 by applying a cumulative effect adjustment to retained earnings. The effect on our Consolidated Financial Statements and related disclosures is not expected to be material. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include balances with banks as well as deposits that have terms to maturity of three months or less. Cash equivalents are recorded at cost and typically consist of term deposits, commercial paper, certificates of deposit and short-term interest bearing investment-grade securities of major banks in the countries in which we operate. |
Accounts Receivable and Allowance for doubtful accounts | Accounts Receivable and Allowance for doubtful accounts From time to time, we may sell certain accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. Proceeds from the sale of receivables approximate their discounted book value and are included in operating cash flows on the Consolidated Statement of Cash Flows. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments. We evaluate the creditworthiness of our customers prior to order fulfillment and based on these evaluations, we adjust our credit limit to the respective customer. In addition to these evaluations, we conduct on-going credit evaluations of our customers' payment history and current creditworthiness. The allowance is maintained for 100% |
Property and equipment | Property and equipment Property and equipment are stated at the lower of cost or net realizable value, and shown net of depreciation which is computed on a straight-line basis over the estimated useful lives of the related assets. Gains and losses on asset disposals are taken into income in the year of disposition. Fully depreciated property and equipment are retired from the Consolidated Balance Sheets |
Capitalized Software | Capitalized Software We capitalize software development costs in accordance with ASC Topic 350-40 "Accounting for the Costs of Computer Software Developed or Obtained for Internal-Use". We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post implementation and operation stage. If different determinations are made with respect to the state of development of a software project, then the amount capitalized and the amount charged to expense for that project could differ materially. Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. We also capitalize the direct costs of materials and services, which generally includes outside contractors, and interest. We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to training or data conversion costs. Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized. If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred. If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially. We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use. The capitalized software development costs are generally amortized using the straight-line method over a 3 to 5 year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. If different determinations are made with respect to the estimated useful life of the software, the amount of amortization charged in a particular period could differ materially. |
Leases | Leases We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business. The duration of the majority of these leases generally range from 1 to 10 years , some of which include options to extend for an additional 3 to 5 years after the initial term. Additionally, the land upon which our headquarters in Waterloo, Ontario, Canada is located, is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years . Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and we do not have any material finance leases. We account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent our right to control the underlying assets under lease, and the lease liability is our obligation to make the lease payments related to the underlying assets under lease, over the contractual term. ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term. When available, we will use the rate implicit in the lease to discount lease payments to present value. However, real estate leases generally do not provide a readily determinable implicit rate, therefore, we must estimate our incremental borrowing rate to discount the lease payments. We estimate our incremental borrowing rate based on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. The ROU asset equals the lease liability, adjusted for any initial direct costs, prepaid rent and lease incentives. Fixed lease costs are included in the recognition of ROU assets and lease liabilities. Variable lease costs are not included in the measurement of the lease liability. These variable lease payments are recognized in the Consolidated Statements of Income in the period in which the obligation for those payments is incurred. Consistent with previous lease accounting rules under ASC Topic 840, lease expense for minimum lease payments continue to be recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. We have not elected the practical expedient to combine lease and non-lease components in the determination of lease costs for our facility leases. For all other asset classes, we have elected the practical expedient to combine the lease and the non-lease components. The lease liability includes lease payments related to options to extend or renew the lease term only if we are reasonably certain we will exercise those options. Our leases typically do not contain any material residual value guarantees or restrictive covenants. In certain circumstances, we sublease all or a portion of a leased facility, to various other companies through a sublease agreement. |
Acquired intangibles | Acquired intangibles Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired on acquisitions. We amortize acquired technology over its estimated useful life on a straight-line basis. Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable; that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged. These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows. We amortize customer relationships on a straight-line basis over their estimated useful lives. We continually evaluate the remaining estimated useful life of our intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Impairment of long-lived assets | Impairment of long-lived assets We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360). We test long-lived assets or asset groups, such as property and equipment, ROU assets and definite lived intangible assets, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. |
Business combinations | Business combinations We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities, including contingent consideration where applicable, assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement, particularly since these assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired companies. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill in the period identified. Furthermore, when valuing certain intangible assets that we have acquired, critical estimates may be made relating to, but not limited to: (i) future expected cash flows from software license sales, cloud SaaS, "desktop as a service" (DaaS) and PaaS contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company's technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company's product portfolio, and (iii) discount rates. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income. For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts. If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations. Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in the "Provision for (recovery of) income taxes" line of our Consolidated Statements of Income. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment: the design, development, marketing and sales of Information Management software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We perform a qualitative assessment to test our reporting unit's goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e. a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. |
Derivative financial instruments | Derivative financial instruments We use derivative financial instruments to manage foreign currency rate risk. We account for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date. Topic 815 also requires that changes in our derivative financial instruments' fair values be recognized in earnings; unless specific hedge accounting and documentation criteria are met (i.e. the instruments are accounted for as hedges). We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in "Accumulated other comprehensive income", net of tax, in our accompanying Consolidated Balance Sheets. Any ineffective or excluded portion of a designated cash flow hedge, if applicable, was recognized in our Consolidated Statements of Income. |
Asset retirement obligations | Asset retirement obligations We account for asset retirement obligations in accordance with ASC Topic 410, “Asset Retirement and Environmental Obligations” (Topic 410), which applies to certain obligations associated with “leasehold improvements” within our leased office facilities. Topic 410 requires that a liability be initially recognized for the estimated fair value of the obligation when it is incurred. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and depreciated over the remaining life of the underlying asset and the associated liability is accreted to the estimated fair value of the obligation at the settlement date through periodic accretion charges which are generally recorded within " General and administrative " expense in our Consolidated Statements of Income. When the obligation is settled, any difference between the final cost and the recorded amount is recognized as income or loss on settlement in our Consolidated Statements of Income. |
Revenue Recognition | Revenue recognition In accordance with Topic 606, we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for our products and services (at its transaction price). Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. We have four revenue streams: license, cloud services and subscriptions, customer support, and professional service and other. License revenue Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, all of which are deployed on the customer’s premise (on-premise). Perpetual licenses: We sell perpetual licenses which provide customers the right to use software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our perpetual licenses provide a right to use IP that is functional in nature and have significant stand-alone functionality. Accordingly, for perpetual licenses of functional IP, revenue is recognized at the point-in-time when control has been transferred to the customer, which normally occurs once software activation keys have been made available for download. Term licenses and Subscription licenses: We sell both term and subscription licenses which provide customers the right to use software for a specified period in exchange for a fee, which may be paid at contract inception or paid in installments over the period of the contract. Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality. Accordingly, for both term and subscription licenses, revenue is recognized at the point-in-time when the customer is able to use and benefit from the software, which is normally once software activation keys have been made available for download at the commencement of the term. Cloud services and subscriptions revenue Cloud services and subscriptions revenue are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced B2B integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third party, and the customer accesses and uses the software on an as-needed basis. Our cloud arrangements can be broadly categorized as PaaS, SaaS, cloud subscriptions and managed services. PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions): We offer cloud-based solutions that provide customers the right to access our software through the internet. Our cloud-based solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may vary at the customer’s discretion. The payment for cloud-based solutions may be received either at inception of the arrangement, or over the term of the arrangement. These cloud-based solutions are considered to have a single performance obligation where the customer simultaneously receives and consumes the benefit, and as such we recognize revenue for these cloud-based solutions ratably over the term of the contractual agreement. For example, revenue related to cloud-based solutions that are provided on a usage basis, such as the number of users, is recognized based on a customer’s utilization of the services in a given period. Additionally, a software license is present in a cloud-based solutions arrangement if all of the following criteria are met: (i) The customer has the contractual right to take possession of the software at any time without significant penalty; and (ii) It is feasible for the customer to host the software independent of us. In these cases where a software license is present in a cloud-based solutions arrangement it is assessed to determine if it is distinct from the cloud-based solutions arrangement. The revenue allocated to the distinct software license would be recognized at the point in time the software license is transferred to the customer, whereas the revenue allocated to the hosting performance obligation would be recognized ratably on a monthly basis over the contractual term unless evidence suggests that revenue is earned, or obligations are fulfilled in a different pattern over the contractual term of the arrangement. Managed services: We provide comprehensive B2B process outsourcing services for all day-to-day operations of a customers’ B2B integration program. Customers using these managed services are not permitted to take possession of our software and the contract is for a defined period, where customers pay a monthly or quarterly fee. Our performance obligation is satisfied as we provide services of operating and managing a customer's EDI environment. Revenue relating to these services is recognized using an output method based on the expected level of service we will provide over the term of the contract. In connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as, converting and migrating customer data, building interfaces and providing training. These services are considered an outsourced suite of professional services which can involve certain project-based activities. These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle. These services can be charged separately on a fixed fee or time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee. These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate performance obligation within our cloud subscription or managed services arrangements. The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance obligations. For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we recognize revenue at that amount. Customer support revenue Customer support revenue is associated with perpetual, term license and on-premise subscription arrangements. As customer support is not critical to the customer's ability to derive benefit from its right to use our software, customer support is considered as a distinct performance obligation when sold together in a bundled arrangement along with the software. Customer support consists primarily of technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis. Customer support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Customer support for term and subscription licenses is renewable concurrently with such licenses for the same duration of time. Payments for customer support are generally made at the inception of the contract term or in installments over the term of the maintenance period. Our customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. As the elements of customer support are delivered concurrently and have the same pattern of transfer, customer support is accounted for as a single performance obligation. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available. Revenue for customer support is recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided. Professional service and other revenue Our professional services, when offered along with software licenses, consists primarily of technical services and training services. Technical services may include installation, customization, implementation or consulting services. Training services may include access to online modules or delivering a training package customized to the customer’s needs. At the customer’s discretion, we may offer one, all, or a mix of these services. Payment for professional services is generally a fixed fee or is a fee based on time and materials. Professional services can be arranged in the same contract as the software license or in a separate contract. As our professional services do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other readily available resources, we consider professional services as distinct within the context of the contract. Professional service revenue is recognized over time so long as: (i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform, and (iii) our performance does not create an asset with alternative use and we have enforceable right to payment. If all the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue. For example, we may consider total labor hours incurred compared to total expected labor hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we will recognize revenue at that amount. Material rights To the extent that we grant our customer an option to acquire additional products or services in one of our arrangements, we will account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. For example if we give the customer an option to acquire additional goods or services in the future at a price that is significantly lower than the current price, this would be a material right as it allows the customer to, in effect, pay in advance for the option to purchase future products or services. If a material right exists in one of our contracts, then revenue allocated to the option is deferred and we would recognize revenue only when those future products or services are transferred or when the option expires. Based on history, our contracts do not typically contain material rights and when they do, the material right is not significant to our Consolidated Financial Statements . Arrangements with multiple performance obligations Our contracts generally contain more than one of the products and services listed above. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation may require judgment, specifically when assessing whether both of the following two criteria are met: • the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer; and • our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract. If these criteria are not met, we determine an appropriate measure of progress based on the nature of our overall promise for the single performance obligation. If these criteria are met, each product or service is separately accounted for as a distinct performance obligation and the total transaction price is allocated to each performance obligation on a relative SSP basis. Standalone selling price The SSP reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. In most cases we can establish the SSP based on observable data. We typically establish a narrow SSP range for our products and services and assess this range on a periodic basis or when material changes in facts and circumstances warrant a review. If the SSP is not directly observable, then we estimate the amount using either the expected cost plus a margin or residual approach. Estimating SSP requires judgment that could impact the amount and timing of revenue recognized. SSP is a formal process whereby management considers multiple factors including, but not limited to, geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and pricing practices. Transaction Price Allocation In bundled arrangements, where we have more than one distinct performance obligation, we must allocate the transaction price to each performance obligation based on its relative SSP. However, in certain bundled arrangements, the SSP may not always be directly observable. For instance, in bundled arrangements with license and customer support, we allocate the transaction price between the license and customer support performance obligations using the residual approach because we have determined that the SSP for licenses in these arrangements are highly variable. We use the residual approach only for our license arrangements. When the SSP is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required and we will allocate the transaction price between license and customer support at a constant ratio reflecting the mid-point of the established SSP range. When two or more contracts are entered into at or near the same time with the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts. Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly. Sales to resellers We execute certain sales contracts through resellers, distributors and channel partners (collectively referred to as resellers). Typically, we conclude that the resellers are Open Text customers in our reseller agreements. The resellers have control over the pricing, service and products prior to being transferred to the end customer. We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under Topic 606 are met. Rights of return and other incentives We do not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, do not provide for or make estimates of rights of return and similar incentives. However, we do offer consumers who purchase certain of our products on-line directly from us an unconditional full 70-days money-back guarantee. Distributors and resellers are also permitted to return the consumer products, subject to certain limitations. Revenue is reduced for such rights based on the estimate of future returns originating from contractual agreements with these customers. Additionally, in some contracts, however, discounts may be offered to the customer for future software purchases and other additional products or services. Such arrangements grant the customer an option to acquire additional goods or services in the future at a discount and therefore are evaluated under guidance related to “material rights” as discussed above. Other policies Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of the invoice date. In certain arrangements, we will receive payment from a customer either before or after the performance obligation to which the invoice relates has been satisfied. As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and when the customer pays for the product or service will be one year or less . On that basis, our contracts for license and maintenance typically do not contain a significant financing component, however, in determining the transaction price we consider whether we need to adjust the promised consideration for the effects of the time value of money if the timing of payments provides either the customer or OpenText with a significant benefit of financing. Our managed services contracts may not include an upfront charge for outsourced professional services performed as part of an implementation and are recovered through an ongoing fee. Therefore, these contracts may be expected to have a financing component associated with revenue being recognized in advance of billings. We may modify contracts to offer customers additional products or services. The additional products and services will be considered distinct from those products or services transferred to the customer before the modification and will be accounted for as a separate contract. We evaluate whether the price for the additional products and services reflects the SSP adjusted as appropriate for facts and circumstances applicable to that contract. In determining whether an adjustment is appropriate, we evaluate whether the incremental consideration is consistent with the prices previously paid by the customer or similar customers. Certain of our subscription services and product support arrangements generally contain performance response time guarantees. For subscription services arrangements, we estimate variable consideration using a portfolio approach because performance penalties are tied to standard response time requirements. For product support arrangements, we estimate variable consideration on a contract basis because such arrangements are customer-specific. For both subscription services and product support arrangements, we use an expected value approach to estimate variable consideration based on historical business practices and current and future performance expectations to determine the likelihood of incurring penalties. Performance Obligations A summary of our typical performance obligations and when the obligations are satisfied are as follows: Performance Obligation When Performance Obligation is Typically Satisfied License revenue: Software licenses (Perpetual, Term, Subscription) When software activation keys have been made available for download (point in time) Cloud services and subscriptions revenue: Outsourced Professional Services As the services are provided (over time) Managed Services / Ongoing Hosting / SaaS Over the contract term, beginning on the date that service is made available (i.e. "Go live") to the customer (over time) Customer support revenue: When and if available updates and upgrades and technical support Ratable over the course of the service term (over time) Professional service and other revenue: Professional services As the services are provided (over time) Incremental Costs of Obtaining a Contract with a Customer Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions. We have determined that certain of our commission programs meet the requirements to be capitalized. Some commission programs are not subject to capitalization as the commission expense is paid and recognized as the related revenue is recognized. In assessing costs to obtain a contract, we apply a practical expedient that allows us to assess our incremental costs on a portfolio of contracts with similar characteristics instead of assessing the incremental costs on each individual contract. We do not expect the financial statement effects of applying this practical expedient to the portfolio of contracts to be materially different than if we were to apply the new standard to each individual contract. We pay commissions on the sale of new customer contracts as well as for renewals of existing contracts to the extent the renewals generate incremental revenue. Commissions paid on renewal contracts are limited to the incremental new revenue and therefore these payments are not commensurate with the commission paid on the original sale. We allocate commission costs to the performance obligations in an arrangement consistent with the allocation of the transaction price. Commissions allocated to the license performance obligation are expensed at the time the license revenue is recognized. Commissions allocated to professional service performance obligations are expensed as incurred, as these contracts are generally for one year or less and we apply a practical expedient to expense costs as incurred if the amortization period would have been one year or less. Commissions allocated to maintenance, managed services, on-going hosting arrangements or other recurring services, are capitalized and amortized consistent with the pattern of transfer to the customer of the services over the period expected to benefit from the commission payment. As commissions paid on renewals are not commensurate with the original sale, the period of benefit considers anticipated renewals. The benefit period is estimated to be approximately six years which is based on our customer contracts and the estimated life of our technology. Expenses for incremental costs associated with obtaining a contract are recorded within " Sales and marketing " expense in the Consolidated Statements of Income . Our short-term capitalized costs to obtain a contract are included in " Prepaid expenses and other current assets ", while our long-term capitalized costs to obtain a contract are included in "Other assets" on our Consolidated Balance Sheets . Contract Balances A contract asset will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer. For example, this will be the case if implementation services offered in a cloud arrangement are identified as a separate performance obligation and are provided to a customer prior to us being able to bill the customer. In addition, a contract asset may arise in relation to subscription licenses if the license revenue that is recognized upfront exceeds the amount that we are able to invoice the customer at that time. Contract assets are reclassified to accounts receivable when the rights become unconditional. |
Research and development costs | Research and development costs Research and development costs internally incurred in creating computer software to be sold, licensed or otherwise marketed are expensed as incurred unless they meet the criteria for deferral and amortization, as described in ASC Topic 985-20, “Costs of Software to be Sold, Leased, or Marketed” (Topic 985-20). In accordance with Topic 985-20, costs related to research, design and development of products are charged to expense as incurred and capitalized between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers. In our historical experience, the dates relating to the achievement of technological feasibility and general release of the product have substantially coincided. In addition, no significant costs are incurred subsequent to the establishment of technological feasibility. As a result, we do not capitalize any research and development costs relating to internally developed software to be sold, licensed or otherwise marketed. |
Income taxes | Income taxes We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. |
Fair value of financial instruments | Fair value of financial instruments Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximate their fair value due to the relatively short period of time between origination of the instruments and their expected realization. The fair value of our total long-term debt approximates its carrying value since the interest rate is at market. |
Foreign currency | Foreign currency |
Restructuring charges | Restructuring charges We record restructuring charges relating to contractual lease obligations, not accounted for under ASC 842, and other exit costs in accordance with ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420). Topic 420 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. In order to incur a liability pursuant to Topic 420, our management must have established and approved a plan of restructuring in sufficient detail. A liability for a cost associated with involuntary termination benefits is recorded when benefits have been communicated and a liability for a cost to terminate an operating lease or other contract is incurred, when the contract has been terminated in accordance with the contract terms or we have ceased using the right conveyed by the contract, such as vacating a leased facility not accounted for under ASC 842. |
Loss Contingencies | Loss Contingencies 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. |
Net income per share | Net income per share |
Share-based payment | Share-based payment |
Accounting for Pensions, post-retirement and post-employment benefits | Accounting for Pensions, post-retirement and post-employment benefits |
ACCOUNTING POLICIES AND RECEN_3
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The following represents the estimated useful lives of property and equipment as of June 30, 2020: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 to 5 years Computer software 3 to 7 years Capitalized software 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years As of June 30, 2020 Cost Accumulated Depreciation Net Furniture and fixtures $ 39,158 $ (28,473 ) $ 10,685 Office equipment 2,272 (1,329 ) 943 Computer hardware 294,745 (198,194 ) 96,551 Computer software 127,299 (103,057 ) 24,242 Capitalized software development costs 111,202 (70,015 ) 41,187 Leasehold improvements 111,384 (74,395 ) 36,989 Land and buildings 49,268 (15,310 ) 33,958 Total $ 735,328 $ (490,773 ) $ 244,555 As of June 30, 2019 Cost Accumulated Depreciation Net Furniture and fixtures $ 40,260 $ (26,492 ) $ 13,768 Office equipment 1,993 (1,576 ) 417 Computer hardware 258,802 (177,402 ) 81,400 Computer software 119,018 (87,240 ) 31,778 Capitalized software development costs 95,729 (56,205 ) 39,524 Leasehold improvements 113,510 (66,520 ) 46,990 Land and buildings 49,557 (13,981 ) 35,576 Total $ 678,869 $ (429,416 ) $ 249,453 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | A summary of our typical performance obligations and when the obligations are satisfied are as follows: Performance Obligation When Performance Obligation is Typically Satisfied License revenue: Software licenses (Perpetual, Term, Subscription) When software activation keys have been made available for download (point in time) Cloud services and subscriptions revenue: Outsourced Professional Services As the services are provided (over time) Managed Services / Ongoing Hosting / SaaS Over the contract term, beginning on the date that service is made available (i.e. "Go live") to the customer (over time) Customer support revenue: When and if available updates and upgrades and technical support Ratable over the course of the service term (over time) Professional service and other revenue: Professional services As the services are provided (over time) |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates our revenue by significant geographic area, based on the location of our end customer, and by type of performance obligation and timing of revenue recognition for the periods indicated: Year Ended June 30, 2020 2019 Total Revenues by Geography: Americas (1) $ 1,903,650 $ 1,683,282 EMEA (2) 942,281 920,422 Asia Pacific (3) 263,805 265,051 Total revenues $ 3,109,736 $ 2,868,755 Year Ended June 30, 2020 2019 Total Revenues by Type of Performance Obligation: Recurring revenues (4) Cloud services and subscriptions revenue $ 1,157,686 $ 907,812 Customer support revenue 1,275,586 1,247,915 Total recurring revenues $ 2,433,272 $ 2,155,727 License revenue (perpetual, term and subscriptions) 402,851 428,092 Professional service and other revenue 273,613 284,936 Total revenues $ 3,109,736 $ 2,868,755 Total Revenues by Timing of Revenue Recognition: Point in time $ 402,851 $ 428,092 Over time (including professional service and other revenue) 2,706,885 2,440,663 Total revenues $ 3,109,736 $ 2,868,755 (1) Americas consists of countries in North, Central and South America. (2) EMEA primarily consists of countries in Europe, the Middle East and Africa. (3) Asia Pacific primarily consists of Japan, Australia, China, Korea, Philippines, Singapore and New Zealand. (4) Recurring revenue is defined as the sum of cloud services and subscriptions revenue and customer support revenue. |
Contract Balances | The balance for our contract assets and contract liabilities (i.e. deferred revenues) for the periods indicated below were as follows: As of June 30, 2020 As of June 30, 2019 Short-term contract assets $ 29,570 $ 20,956 Long-term contract assets $ 15,427 $ 15,386 Short-term deferred revenue $ 812,218 $ 641,656 Long-term deferred revenue $ 94,382 $ 46,974 |
Incremental Costs of Obtaining a Contract with a Customer | The following table summarizes the changes in total capitalized costs since July 1, 2018: Capitalized costs to obtain a contract as of July 1, 2018 $ 35,151 New capitalized costs incurred 24,347 Amortization of capitalized costs (11,003 ) Adjustments on account of foreign exchange (211 ) Capitalized costs to obtain a contract as of June 30, 2019 48,284 New capitalized costs incurred 29,427 Amortization of capitalized costs (16,919 ) Adjustments on account of foreign exchange 371 Capitalized costs to obtain a contract as of June 30, 2020 $ 61,163 |
ALLOWANCE FOR DOUBTFUL ACCOUN_2
ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Changes in Carrying Amount of Allowance For Doubtful Accounts | Balance as of June 30, 2017 $ 6,319 Bad debt expense 9,942 Write-off /adjustments (6,520 ) Balance as of June 30, 2018 9,741 Bad debt expense 13,461 Write-off /adjustments (6,191 ) Balance as of June 30, 2019 17,011 Bad debt expense 11,461 Write-off /adjustments (7,566 ) Balance as of June 30, 2020 $ 20,906 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment by Type | The following represents the estimated useful lives of property and equipment as of June 30, 2020: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 to 5 years Computer software 3 to 7 years Capitalized software 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years As of June 30, 2020 Cost Accumulated Depreciation Net Furniture and fixtures $ 39,158 $ (28,473 ) $ 10,685 Office equipment 2,272 (1,329 ) 943 Computer hardware 294,745 (198,194 ) 96,551 Computer software 127,299 (103,057 ) 24,242 Capitalized software development costs 111,202 (70,015 ) 41,187 Leasehold improvements 111,384 (74,395 ) 36,989 Land and buildings 49,268 (15,310 ) 33,958 Total $ 735,328 $ (490,773 ) $ 244,555 As of June 30, 2019 Cost Accumulated Depreciation Net Furniture and fixtures $ 40,260 $ (26,492 ) $ 13,768 Office equipment 1,993 (1,576 ) 417 Computer hardware 258,802 (177,402 ) 81,400 Computer software 119,018 (87,240 ) 31,778 Capitalized software development costs 95,729 (56,205 ) 39,524 Leasehold improvements 113,510 (66,520 ) 46,990 Land and buildings 49,557 (13,981 ) 35,576 Total $ 678,869 $ (429,416 ) $ 249,453 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lease Costs and Other Information | The following illustrates the various components of operating lease costs for the period indicated: Year Ended June 30, 2020 Operating lease cost $ 68,705 Short-term lease cost 1,178 Variable lease cost 3,536 Sublease income (6,035 ) Total lease cost $ 67,384 The following table summarizes the weighted average remaining lease term and discount rate as of June 30, 2020 : Weighted-average remaining lease term 6.18 years Weighted-average discount rate 3.12 % Supplemental Cash Flow Information The following table presents supplemental information relating to cash flows arising from lease transactions. Cash payment made for variable lease cost and short-term lease are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below: Year Ended June 30, 2020 Cash paid for amounts included in the measurement of operating lease liabilities: $ 71,900 Right of use assets obtained in exchange for new operating lease liabilities (1) : $ 32,328 (1) Excludes the impact of $60.1 million of ROU assets acquired as part of the acquisition of Carbonite and $2.9 million of ROU assets acquired as part of the acquisition of XMedius during the year ended June 30, 2020. |
Maturity of Lease Liabilities | The following table presents the future minimum lease payments under our operating leases liabilities as of June 30, 2020 : Fiscal years ending June 30, 2021 $ 71,577 2022 59,399 2023 45,778 2024 34,077 2025 25,121 Thereafter 72,657 Total Lease payments $ 308,609 Less: Imputed interest (27,373 ) Total $ 281,236 Reported as: Current operating lease liabilities 64,071 Non-current operating lease liabilities 217,165 Total $ 281,236 |
Maturity of Non-cancellable Operating Leases | The following table presents the future minimum lease payments under our operating leases, based on the expected due dates of the various agreements as of June 30, 2019, as previously reported in our Annual Report on Form 10-K for the year ended June 30, 2019, prior to the adoption of Topic 842: Fiscal years ending June 30, 2020 $ 72,853 2021 59,451 2022 46,943 2023 33,871 2024 25,570 Thereafter 80,163 Total minimum lease payments (1) $ 318,851 (1) Net of $30.7 million of sublease income to be received from properties which we have subleased to third parties. |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
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, 2018: Balance as at June 30, 2018 $ 3,580,129 Acquisition of Catalyst (note 19) 30,973 Acquisition of Liaison (note 19) 163,592 Adjustments on account of foreign exchange (4,786 ) Balance as of June 30, 2019 3,769,908 Acquisition of XMedius (note 19) 49,633 Acquisition of Carbonite (note 19) 853,162 Acquisition of The Fax Guys (note 19) 1,951 Adjustments relating to acquisitions prior to Fiscal 2020 that had open measurement periods (note 19) 1,476 Adjustments on account of foreign exchange (3,774 ) Balance as of June 30, 2020 $ 4,672,356 |
ACQUIRED INTANGIBLE ASSETS (Tab
ACQUIRED INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Calculation of Acquired Intangibles by Asset Class | As of June 30, 2020 Cost Accumulated Amortization Net Technology assets $ 1,084,144 $ (502,376 ) $ 581,768 Customer assets 1,434,832 (404,036 ) 1,030,796 Total $ 2,518,976 $ (906,412 ) $ 1,612,564 As of June 30, 2019 Cost Accumulated Amortization Net Technology assets $ 835,498 $ (349,259 ) $ 486,239 Customer assets 1,397,937 (737,672 ) 660,265 Total $ 2,233,435 $ (1,086,931 ) $ 1,146,504 |
Calculation of Estimated Future Amortization Expense | The following table shows the estimated future amortization expense for the fiscal years indicated. This calculation assumes no future adjustments to acquired intangible assets: Fiscal years ending June 30, 2021 $ 432,514 2022 396,799 2023 314,979 2024 234,580 2025 122,320 2026 and beyond 111,372 Total $ 1,612,564 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Components of Other Assets | As of June 30, 2020 As of June 30, 2019 Deposits and restricted cash $ 11,612 $ 13,671 Capitalized costs to obtain a contract 43,029 35,593 Investments 76,002 67,002 Long-term prepaid expenses and other long-term assets 23,824 32,711 Total $ 154,467 $ 148,977 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Current Liabilities | Accounts payable and accrued liabilities: As of June 30, 2020 As of June 30, 2019 Accounts payable—trade $ 41,469 $ 46,323 Accrued salaries and commissions 155,496 131,430 Accrued liabilities (1) 129,048 117,551 Accrued interest on Senior Notes 30,761 24,786 Amounts payable in respect of restructuring and other Special charges (1) 12,185 8,153 Asset retirement obligations 4,355 1,660 Total $ 373,314 $ 329,903 |
Schedule of Long-Term Accrued Liabilities | Long-term accrued liabilities: As of June 30, 2020 As of June 30, 2019 Amounts payable in respect of restructuring and other Special charges (1) $ 13,768 $ 4,804 Other accrued liabilities (1) 8,215 30,338 Asset retirement obligations 12,972 14,299 Total $ 34,955 $ 49,441 (1) Previously, in Fiscal 2019, tenant allowances, deferred rent, lease fair value adjustments and amounts payable relating to restructured facilities were included in total accrued liabilities. Effective July 1, 2019, these balances were reclassified to operating lease right of use assets in accordance with the adoption of Topic 842. See note 1 "Basis of Presentation" and note 6 "Leases" for more information. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | As of June 30, 2020 As of June 30, 2019 Total debt Senior Notes 2030 $ 900,000 $ — Senior Notes 2028 900,000 — Senior Notes 2026 850,000 850,000 Senior Notes 2023 — 800,000 Term Loan B 977,500 987,500 Revolver 600,000 — Total principal payments due 4,227,500 2,637,500 Premium on Senior Notes 2026 4,756 5,405 Debt issuance costs (37,945 ) (28,027 ) Total amount outstanding 4,194,311 2,614,878 Less: Current portion of long-term debt Term Loan B 10,000 10,000 Revolver 600,000 — Total current portion of long-term debt 610,000 10,000 Non-current portion of long-term debt $ 3,584,311 $ 2,604,878 |
PENSION PLANS AND OTHER POST _2
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [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 ), GXS Philippines, Inc. ( GXS PHP ) and other plans as of June 30, 2020 and June 30, 2019 : As of June 30, 2020 Total benefit obligation Current portion of benefit obligation (1) Non-current portion of benefit obligation CDT defined benefit plan $ 32,851 $ 777 $ 32,074 GXS GER defined benefit plan 24,105 943 23,162 GXS PHP defined benefit plan 10,270 115 10,155 Other plans 8,590 852 7,738 Total $ 75,816 $ 2,687 $ 73,129 As of June 30, 2019 Total benefit obligation Current portion of benefit obligation (1) Non-current portion of benefit obligation CDT defined benefit plan $ 35,836 $ 675 $ 35,161 GXS GER defined benefit plan 26,739 1,012 25,727 GXS PHP defined benefit plan 6,904 124 6,780 Other plans 8,052 481 7,571 Total $ 77,531 $ 2,292 $ 75,239 (1) The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets (see note 10 "Accounts Payable and Accrued Liabilities"). |
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 June 30, 2020 As of June 30, 2019 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of fiscal year $ 35,836 $ 26,739 $ 6,904 $ 69,479 $ 32,651 $ 25,382 $ 3,853 $ 61,886 Service cost 572 319 1,247 2,138 550 566 771 1,887 Interest cost 459 337 368 1,164 642 489 300 1,431 Benefits paid (644 ) (926 ) (792 ) (2,362 ) (626 ) (996 ) (140 ) (1,762 ) Actuarial (gain) loss (3,073 ) (2,083 ) 2,333 (2,823 ) 3,365 1,872 1,957 7,194 Foreign exchange (gain) loss (299 ) (281 ) 210 (370 ) (746 ) (574 ) 163 (1,157 ) Benefit obligation—end of period 32,851 24,105 10,270 67,226 35,836 26,739 6,904 69,479 Less: Current portion (777 ) (943 ) (115 ) (1,835 ) (675 ) (1,012 ) (124 ) (1,811 ) Non-current portion of benefit obligation $ 32,074 $ 23,162 $ 10,155 $ 65,391 $ 35,161 $ 25,727 $ 6,780 $ 67,668 |
Components of Net Pension Expense for Pension Plan | The following are details of net pension expense relating to the following pension plans: Year Ended June 30, 2020 2019 2018 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 572 $ 319 $ 1,247 $ 2,138 $ 550 $ 566 $ 771 $ 1,887 $ 501 $ 472 $ 832 $ 1,805 Interest cost 459 337 368 1,164 642 489 300 1,431 607 489 241 1,337 Amortization of actuarial (gains) and losses 939 244 (288 ) 895 696 130 (562 ) 264 541 72 (241 ) 372 Net pension expense $ 1,970 $ 900 $ 1,327 $ 4,197 $ 1,888 $ 1,185 $ 509 $ 3,582 $ 1,649 $ 1,033 $ 832 $ 3,514 |
Schedule of Weighted-Average Key Assumptions Used for CDT Pension Plan | In determining the fair value of the pension plan benefit obligations as of June 30, 2020 and June 30, 2019 , respectively, we used the following weighted-average key assumptions: As of June 30, 2020 As of June 30, 2019 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 1.75% 2.50% 6.50% 2.50% 2.50% 6.50% Pension increases 1.50% 2.00% N/A 2.00% 2.00% N/A Discount rate 1.46% 1.46% 3.50% 1.32% 1.32% 5.00% Normal retirement age 65-67 65-67 60 65-67 65-67 60 Employee fluctuation rate: to age 20 —% —% 12.19% —% —% 12.19% to age 25 —% —% 16.58% —% —% 16.58% to age 30 1.00% —% 13.97% 1.00% —% 13.97% to age 35 0.50% —% 10.77% 0.50% —% 10.77% to age 40 —% —% 7.39% —% —% 7.39% to age 45 0.50% —% 3.28% 0.50% —% 3.28% to age 50 0.50% —% —% 0.50% —% —% from age 51 1.00% —% —% 1.00% —% —% |
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 2021 $ 777 $ 943 $ 115 2022 839 971 403 2023 934 971 213 2024 1,037 978 282 2025 1,082 1,006 339 2026 to 2030 6,209 4,934 2,907 Total $ 10,878 $ 9,803 $ 4,259 |
SHARE CAPITAL, OPTION PLANS A_2
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options Outstanding Under Various Stock Option Plans | A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below. All numbers shown in the chart below have been adjusted, where applicable, to account for the two-for-one stock splits that occurred on October 22, 2003, February 18, 2014 and January 24, 2017. 2004 Stock Option Plan Date of inception Oct-04 Eligibility Eligible employees, as determined by the Board of Directors Options granted to date 35,140,648 Options exercised to date (19,192,995) Options cancelled to date (8,518,116) Options outstanding 7,429,537 Termination grace periods Immediately “for cause”; 90 days for any other reason; 180 days due to death Vesting schedule 25% per year, unless otherwise specified Exercise price range $16.58 - $44.99 Expiration dates 8/2/2020 - 5/4/2027 |
Summary of Information Regarding Stock Options Outstanding | The following table summarizes information regarding stock options outstanding at June 30, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Number of options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of options Weighted Average Exercise Price $ 16.58 - $ 27.46 960,483 1.39 $ 25.84 960,483 $ 25.84 27.47 - 31.50 547,692 2.91 29.37 405,982 29.20 31.51 - 33.17 615,000 3.92 32.64 66,667 32.63 33.18 - 34.60 867,036 4.13 34.10 399,065 34.00 34.61 - 37.54 674,760 5.17 35.86 231,006 35.32 37.55 - 38.30 439,000 6.84 37.84 — — 38.31 - 39.02 730,110 6.10 38.76 — — 39.03 - 39.98 792,686 5.23 39.35 185,155 39.36 39.99 - 43.06 700,980 6.01 40.51 — — 43.07 - 44.99 1,101,790 6.60 44.99 — — $ 16.58 - $ 44.99 7,429,537 4.78 $ 36.18 2,248,358 $ 30.18 |
Summary of Share-based Compensation Costs | Total share-based compensation expense for the periods indicated below is detailed as follows: Year Ended June 30, 2020 2019 2018 Stock options $ 9,779 $ 10,232 $ 9,828 Performance Share Units (issued under LTIP) 5,997 3,461 3,553 Restricted Share Units (issued under LTIP) 5,943 5,917 6,602 Restricted Share Units (other) 174 175 936 Deferred Share Units (directors) 3,345 3,133 2,921 Employee Share Purchase Plan 4,294 3,852 3,754 Total share-based compensation expense $ 29,532 $ 26,770 $ 27,594 |
Summary of Option Activity | A summary of activity under our stock option plans for the year ended June 30, 2020 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2019 7,102,753 $ 31.82 4.10 $ 66,656 Granted 2,742,230 41.81 Exercised (1,529,947 ) 26.98 Forfeited or expired (885,499 ) 34.51 Outstanding at June 30, 2020 7,429,537 $ 36.18 4.78 $ 49,574 Exercisable at June 30, 2020 2,248,358 $ 30.18 2.87 $ 27,651 Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2018 7,078,435 $ 28.41 4.43 $ 48,405 Granted 1,870,340 38.81 Exercised (1,472,031 ) 24.20 Forfeited or expired (373,991 ) 32.33 Outstanding at June 30, 2019 7,102,753 $ 31.82 4.10 $ 66,656 Exercisable at June 30, 2019 2,176,002 $ 27.44 3.03 $ 29,950 |
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: Year Ended June 30, 2020 2019 2018 Weighted–average fair value of options granted $ 6.88 $ 8.39 $ 7.58 Weighted-average assumptions used: Expected volatility 22.63 % 25.72 % 26.95 % Risk–free interest rate 1.30 % 2.57 % 2.18 % Expected dividend yield 1.64 % 1.54 % 1.50 % Expected life (in years) 4.12 4.44 4.38 Forfeiture rate (based on historical rates) 7 % 6 % 6 % Average exercise share price $ 41.81 $ 38.81 $ 34.60 |
GUARANTEES AND CONTINGENCIES (T
GUARANTEES AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
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 July 1, 2020 - June 30, 2021 July 1, 2021 - June 30, 2023 July 1, 2023 - June 30, 2025 July 1, 2025 Long-term debt obligations (1) $ 4,668,943 $ 150,929 $ 301,274 $ 1,226,553 $ 2,990,187 Purchase obligations for contracts not accounted for as lease obligations (2) 108,572 47,489 61,083 — — $ 4,777,515 $ 198,418 $ 362,357 $ 1,226,553 $ 2,990,187 (1) Includes interest up to maturity and principal payments. Excludes $600 million currently drawn on the Revolver, which we expect to repay within one year. Please see note 11 "Long-Term Debt" for more details. (2) For contractual obligations relating to leases and purchase obligations accounted for under Topic 842, please see note 6 "Leases". |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the combined Canadian federal and provincial income tax rate with our effective income tax rate is as follows: Year Ended June 30, 2020 2019 2018 Expected statutory rate 26.5 % 26.5 % 26.5 % Expected provision for income taxes $ 91,479 $ 116,752 $ 102,323 Effect of foreign tax rate differences 218 (1,344 ) 2,352 Change in valuation allowance (222 ) (5,045 ) 1,779 Amortization of deferred charges — — 4,242 Effect of permanent differences 1,215 (577 ) 4,332 Effect of changes in unrecognized tax benefits (19,284 ) 31,992 5,543 Effect of withholding taxes 8,036 2,097 7,927 Difference in tax filings from provision 933 (250 ) 1,321 Effect of U.S. tax reform — — 19,037 Effect of tax credits for research and development (14,947 ) (13,550 ) (3,875 ) Effect of accrual for undistributed earnings 4,233 (13,112 ) (1,154 ) Effect of US BEAT 41,207 16,030 — Effect of CARES Act (7,009 ) — — Other Items 4,527 5,473 (1 ) Impact of internal reorganization of subsidiaries 451 16,471 — $ 110,837 $ 154,937 $ 143,826 |
Schedule of Income before Income Tax, Domestic and Foreign | The following is a geographical breakdown of income before the provision for income taxes: Year Ended June 30, 2020 2019 2018 Domestic income (loss) $ 241,862 $ 269,331 $ 238,405 Foreign income 103,343 171,243 147,721 Income before income taxes $ 345,205 $ 440,574 $ 386,126 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for (recovery of) income taxes consisted of the following: Year Ended June 30, 2020 2019 2018 Current income taxes (recoveries): Domestic $ 12,547 $ 7,862 $ 5,313 Foreign 46,902 99,650 48,777 59,449 107,512 54,090 Deferred income taxes (recoveries): Domestic 68,580 52,889 61,678 Foreign (17,192 ) (5,464 ) 28,058 51,388 47,425 89,736 Provision for (recovery of) income taxes $ 110,837 $ 154,937 $ 143,826 |
Schedule of Deferred Tax Assets and Liabilities | The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below: June 30, 2020 2019 Deferred tax assets Non-capital loss carryforwards $ 208,248 $ 161,119 Capital loss carryforwards 152 155 Undeducted scientific research and development expenses 160,354 137,253 Depreciation and amortization 415,516 683,777 Restructuring costs and other reserves 21,999 17,845 Deferred revenue 60,026 53,254 Other 76,031 59,584 Total deferred tax asset $ 942,326 $ 1,112,987 Valuation Allowance $ (81,810 ) $ (77,328 ) Deferred tax liabilities Scientific research and development tax credits $ (14,361 ) $ (14,482 ) Other (83,328 ) (72,599 ) Deferred tax liabilities $ (97,689 ) $ (87,081 ) Net deferred tax asset $ 762,827 $ 948,578 Comprised of: Long-term assets 911,565 1,004,450 Long-term liabilities (148,738 ) (55,872 ) $ 762,827 $ 948,578 |
Summary of Income Tax Contingencies | The aggregate changes in the balance of our gross unrecognized tax benefits (including interest and penalties) were as follows: Unrecognized tax benefits as of July 1, 2018 $ 177,812 Increases on account of current year positions 25,642 Increases on account of prior year positions 15,024 Decreases due to settlements with tax authorities — Decreases due to lapses of statutes of limitations (9,236 ) Unrecognized tax benefits as of June 30, 2019 $ 209,242 Increases on account of current year positions 7,296 Increases on account of prior year positions 17,853 Decreases due to settlements with tax authorities (20,457 ) Decreases due to lapses of statutes of limitations (18,853 ) Unrecognized tax benefits as of June 30, 2020 $ 195,081 |
Interest and Penalties Related to Liabilities for Income Tax Expense | For the year ended June 30, 2020 , 2019 and 2018, we recognized the following amounts as income tax-related interest expense and penalties: Year Ended June 30, 2020 2019 2018 Interest expense (recoveries) $ 5,764 $ 10,512 $ 6,233 Penalties expense (recoveries) 327 945 (191 ) Total $ 6,091 $ 11,457 $ 6,042 |
Interest Accrued and Penalties Accrued Related to Income Tax Expense | The following amounts have been accrued on account of income tax-related interest expense and penalties: As of June 30, 2020 As of June 30, 2019 Interest expense accrued * $ 70,364 $ 64,530 Penalties accrued * $ 2,620 $ 2,525 * These balances are primarily included within "Long-term income taxes payable" within the Consolidated Balance Sheets . |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and June 30, 2019 : June 30, 2020 June 30, 2019 Fair Market Measurements using: Fair Market Measurements using: June 30, 2020 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2019 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: Foreign currency forward contracts designated as cash flow hedges (note 17) $ — N/A $ — N/A $ 736 N/A $ 736 N/A Total $ — $ — $ — $ — $ 736 $ — $ 736 $ — Financial Liabilities: Foreign currency forward contracts designated as cash flow hedges (note 17) $ (185 ) N/A $ (185 ) N/A $ — N/A $ — N/A Total $ (185 ) $ — $ (185 ) $ — $ — $ — $ — $ — |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets | The effect of these derivative instruments on our Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects). Fair Value of Derivative Instruments in the Consolidated Balance Sheets (see note 16 "Fair Value Measurement") As of June 30, 2020 As of June 30, 2019 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) $ (185 ) $ 736 |
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Year Ended June 30, 2020 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign currency forward contracts $ (2,261 ) Operating expenses $ (1,340 ) Year Ended June 30, 2019 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign currency forward contracts $ 22 Operating expenses $ (2,033 ) Year Ended June 30, 2018 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign currency forward contracts $ (647 ) Operating expenses $ 1,846 |
SPECIAL CHARGES (RECOVERIES) (T
SPECIAL CHARGES (RECOVERIES) (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | Special charges (recoveries) include costs and recoveries 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 charges. Year Ended June 30, 2020 2019 2018 COVID-19 Restructuring Plan $ 53,616 $ — $ — Fiscal 2020 Restructuring Plan 26,680 — — Fiscal 2019 Restructuring Plan 1,516 28,318 — Fiscal 2018 Restructuring Plan 87 515 10,154 Restructuring Plans prior to Fiscal 2018 Restructuring Plan (232 ) 278 7,486 Acquisition-related costs 13,750 5,625 4,805 Other charges (recoveries) 5,011 983 6,766 Total $ 100,428 $ 35,719 $ 29,211 |
COVID-19 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending restructuring liability, which is included within "Accounts payable and accrued liabilities" in our Consolidated Balance Sheets , for the year ended June 30, 2020 is shown below. COVID-19 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ — $ — $ — Accruals and adjustments 8,702 12,319 21,021 Cash payments (3,609 ) (321 ) (3,930 ) Foreign exchange and other non-cash adjustments 79 278 357 Balance payable as at June 30, 2020 $ 5,172 $ 12,276 $ 17,448 |
Fiscal 2020 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending restructuring liability, which is included within "Accounts payable and accrued liabilities" in our Consolidated Balance Sheets , for the year ended June 30, 2020 is shown below. Fiscal 2020 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ — $ — $ — Accruals and adjustments 5,993 6,734 12,727 Cash payments (4,412 ) (261 ) (4,673 ) Foreign exchange and other non-cash adjustments (5 ) (31 ) (36 ) Balance payable as at June 30, 2020 $ 1,576 $ 6,442 $ 8,018 |
Fiscal 2019 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the year ended June 30, 2020 is shown below. Fiscal 2019 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ 1,819 $ 5,288 $ 7,107 Adjustment for Topic 842 (note 1 and note 6) — (5,288 ) (5,288 ) Accruals and adjustments 523 993 1,516 Cash payments (1,718 ) (1,090 ) (2,808 ) Foreign exchange and other non-cash adjustments (223 ) 97 (126 ) Balance payable as at June 30, 2020 $ 401 $ — $ 401 |
Fiscal 2018 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the year ended June 30, 2020 is shown below. Fiscal 2018 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2019 $ 150 $ 486 $ 636 Adjustment for Topic 842 (note 1 and note 6) — (486 ) (486 ) Accruals and adjustments (62 ) 149 87 Cash payments (39 ) (148 ) (187 ) Foreign exchange and other non-cash adjustments (9 ) (1 ) (10 ) Balance payable as at June 30, 2020 $ 40 $ — $ 40 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
XMedius | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of March 9, 2020 , are set forth below: Current assets $ 8,542 Non-current tangible assets 3,792 Intangible customer assets 35,910 Intangible technology assets 11,143 Liabilities assumed (35,685 ) Total identifiable net assets 23,702 Goodwill 49,633 Net assets acquired $ 73,335 |
Carbonite | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of December 24, 2019 , are set forth below: Current assets (inclusive of cash acquired of $62.9 million) $ 129,779 Non-current tangible assets (inclusive of restricted cash acquired of $2.4 million) 105,762 Intangible customer assets 549,500 Intangible technology assets 290,000 Liabilities assumed (557,779 ) Total identifiable net assets 517,262 Goodwill 853,162 Net assets acquired $ 1,370,424 |
Schedule of Unaudited Pro Forma Information | The amount of Carbonite's revenues and net loss included in our Consolidated Statements of Income since the date of acquisition for the year ended June 30, 2020 is set forth below: Revenues $ 235,374 Net Loss * (49,322 ) * Net loss for the year ended includes one-time fees of $16.6 million on account of special charges and $99.0 million of amortization charges relating to intangible assets, all net of tax. The unaudited pro forma revenues and net income of the combined entity for the year ended June 30, 2020 and 2019 , respectively, had the acquisition been consummated on July 1, 2018, are set forth below: Year Ended June 30, Supplemental Unaudited Pro Forma Information (1) 2020 2019 Total Revenues $ 3,351,338 $ 3,226,128 Net Income (2) (3) 171,297 75,498 (1) Carbonite acquired Webroot Inc. in March 2019. The supplemental pro forma revenues and net income shown above do not include the results of operations of Webroot Inc. for periods prior to the Webroot acquisition date. (2) Included in pro forma net income for the year ended June 30, 2019 are $127 million of one-time expenses incurred by Carbonite on account of the acquisition and the related tax effect of $33 million . These one-time expenses included i) $74 million related to the accelerated vesting of historical Carbonite equity awards, ii) $29 million of one time fees, primarily related to transaction costs triggered by the closing of the acquisition, iii) $21 million related to the extinguishment of certain of Carbonite's historical debt and interest rate swaps and iv) $3 million in employee severance costs. (3) Included in pro forma net income for the year ended June 30, 2020 and 2019 are estimated amortization charges relating to the allocated value of intangible assets. |
Catalyst Repository Systems Inc | |
Business Acquisition [Line Items] | |
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 31, 2019 , are set forth below: Current assets $ 9,699 Non-current tangible assets 5,754 Intangible customer assets 30,607 Intangible technology assets 11,658 Liabilities assumed (17,891 ) Total identifiable net assets 39,827 Goodwill 31,607 Net assets acquired $ 71,434 |
Liaison Technologies Inc. | |
Business Acquisition [Line Items] | |
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 December 17, 2018 , are set forth below: Current assets $ 23,006 Non-current tangible assets 5,168 Intangible customer assets 68,300 Intangible technology assets 107,000 Liabilities assumed (57,265 ) Total identifiable net assets 146,209 Goodwill 164,434 Net assets acquired $ 310,643 |
Hightail | |
Business Acquisition [Line Items] | |
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 February 14, 2018, are set forth below: Current assets $ 1,290 Non-current tangible assets 1,270 Intangible customer assets 12,900 Intangible technology assets 4,200 Liabilities assumed (6,418 ) Total identifiable net assets 13,242 Goodwill 7,293 Net assets acquired $ 20,535 |
Guidance Software Inc. | |
Business Acquisition [Line Items] | |
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 September 14, 2017, are set forth below: Current assets (inclusive of cash acquired of $5.7 million) $ 24,744 Non-current tangible assets 11,583 Intangible customer assets 71,230 Intangible technology assets 51,851 Liabilities assumed (48,670 ) Total identifiable net assets 110,738 Goodwill 129,800 Net assets acquired $ 240,538 |
Summary of Consideration Paid | The following tables summarize the consideration paid for Guidance and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: Cash consideration* $ 237,291 Guidance shares already owned by OpenText through open market purchases (at fair value) 3,247 Purchase consideration $ 240,538 * Inclusive of $2.3 million previously accrued, but since paid as of September 30, 2018. See "Appraisal Proceedings" below for more information. |
Covisint Corporation | |
Business Acquisition [Line Items] | |
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 July 26, 2017, are set forth below: Current assets (inclusive of cash acquired of $31.5 million) $ 41,586 Non-current tangible assets 3,426 Intangible customer assets 36,600 Intangible technology assets 17,300 Liabilities assumed (23,033 ) Total identifiable net assets 75,879 Goodwill 26,905 Net assets acquired $ 102,784 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Revenue From External Customers Attributed To Foreign Countries By Geographic Area | The following table sets forth the distribution of revenues, by significant geographic area, for the periods indicated: Year Ended June 30, 2020 2019 2018 Revenues (1) : Canada $ 149,457 $ 153,890 $ 149,812 United States 1,719,877 1,490,863 1,425,244 United Kingdom 186,756 182,815 201,821 Germany 195,286 203,403 198,253 Rest of EMEA (2) 560,239 534,204 517,693 All other countries 298,121 303,580 322,418 Total revenues $ 3,109,736 $ 2,868,755 $ 2,815,241 (1) Total revenues by geographic area are determined based on the location of our end customer. (2) EMEA primarily consists of countries in Europe, the Middle East and Africa. |
Entity-Wide Disclosure On Geographic Areas, Long-Lived Assets In Individual Foreign Countries By Country | The following table sets forth the distribution of long-lived assets, representing property and equipment, ROU assets and intangible assets, by significant geographic area, as of the periods indicated below. As of June 30, 2020 As of June 30, 2019 Long-lived assets (1) : Canada $ 651,214 $ 799,928 United States 1,150,638 502,844 United Kingdom 13,388 10,068 Germany 117,891 6,310 Rest of EMEA (2) 75,183 31,455 All other countries 56,674 45,352 Total $ 2,064,988 $ 1,395,957 (1) Previously, in Fiscal 2019, our long-lived assets included only property and equipment and intangibles assets. With the adoption of Topic 842, effective July 1, 2019, our long-lived assets as of June 30, 2020 also includes ROU assets. See note 1 "Basis of Presentation" and note 6 "Leases" for more information. (2) EMEA primarily consists of countries in Europe, the Middle East and Africa. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Foreign Currency Translation Adjustments Cash Flow Hedges Defined Benefit Pension Plans Marketable Securities Accumulated Other Comprehensive Income Balance as of June 30, 2017 $ 54,216 $ 864 $ (6,897 ) $ 617 $ 48,800 Other comprehensive income (loss) before reclassifications, net of tax (9,582 ) (476 ) (3,383 ) — (13,441 ) Amounts reclassified into net income, net of tax — (1,357 ) 260 (617 ) (1,714 ) Total other comprehensive income (loss) net, for the period (9,582 ) (1,833 ) (3,123 ) (617 ) (15,155 ) Balance as of June 30, 2018 44,634 (969 ) (10,020 ) — 33,645 Other comprehensive income (loss) before reclassifications, net of tax (3,882 ) 16 (7,421 ) — (11,287 ) Amounts reclassified into net income, net of tax — 1,494 272 — 1,766 Total other comprehensive income (loss) net, for the period (3,882 ) 1,510 (7,149 ) — (9,521 ) Balance as of June 30, 2019 40,752 541 (17,169 ) — 24,124 Other comprehensive income (loss) before reclassifications, net of tax (7,784 ) (1,662 ) 1,245 — (8,201 ) Amounts reclassified into net income, net of tax — 985 917 — 1,902 Total other comprehensive income (loss) net, for the period (7,784 ) (677 ) 2,162 — (6,299 ) Balance as of June 30, 2020 $ 32,968 $ (136 ) $ (15,007 ) $ — $ 17,825 |
SUPPLEMENTAL CASH FLOW DISCLO_2
SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Year Ended June 30, 2020 2019 2018 Cash paid during the period for interest $ 146,698 $ 138,631 $ 132,799 Cash received during the period for interest $ 11,768 $ 8,014 $ 1,672 Cash paid during the period for income taxes $ 94,733 $ 80,583 $ 73,437 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), Net | Year Ended June 30, 2020 2019 2018 Foreign exchange gains (losses) $ (4,184 ) $ (4,330 ) $ 4,845 OpenText share in net income of equity investees (note 9) 8,700 13,668 5,965 Income from long-term other receivable — — 1,327 Gain on shares held in Guidance (1) — — 841 Gain from contractual settlement (2) — — 5,000 Loss on debt extinguishment (3) (17,854 ) — — Other miscellaneous income (expense) 1,392 818 (5 ) Total other income (expense), net $ (11,946 ) $ 10,156 $ 17,973 (1) Represents the release to income from other comprehensive income relating to the mark to market on shares we held in Guidance prior to our acquisition in the first fiscal quarter of Fiscal 2018. (2) Represents a gain recognized in connection with the settlement of a certain breach of contractual arrangement in the second quarter of Fiscal 2018. (3) On March 5, 2020 we redeemed Senior Notes 2023 in full, which resulted in a loss on extinguishment of debt of $17.9 million . Of this, $6.7 million is related to unamortized debt issuance costs and the remaining $11.2 million |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Year Ended June 30, 2020 2019 2018 Basic earnings per share Net income attributable to OpenText $ 234,225 $ 285,501 $ 242,224 Basic earnings per share attributable to OpenText $ 0.86 $ 1.06 $ 0.91 Diluted earnings per share Net income attributable to OpenText $ 234,225 $ 285,501 $ 242,224 Diluted earnings per share attributable to OpenText $ 0.86 $ 1.06 $ 0.91 Weighted-average number of shares outstanding (in 000's) Basic 270,847 268,784 266,085 Effect of dilutive securities 970 1,124 1,407 Diluted 271,817 269,908 267,492 Excluded as anti-dilutive (1) 3,001 2,759 2,770 (1) Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
BASIS OF PRESENTATION - Additio
BASIS OF PRESENTATION - Additional Information (Details) | Jun. 30, 2020 |
OT South Africa | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 70.00% |
GXS Singapore | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 81.00% |
BASIS OF PRESENTATION - Lease (
BASIS OF PRESENTATION - Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Accounting Standards update | us-gaap:AccountingStandardsUpdate201602Member | |
Operating lease right of use assets | $ 207,869 | |
Operating lease liabilities | 281,236 | |
Prepaid expenses and other current assets | $ 97,238 | 136,436 |
Other assets | 148,977 | $ 154,467 |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right of use assets | 217,500 | |
Operating lease liabilities | 253,500 | |
Prepaid expenses and other current assets | (6,600) | |
Other assets | (200) | |
Total accrued liabilities | $ (42,800) |
ACCOUNTING POLICIES AND RECEN_4
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Accounts Receivable and Allowance for Doubtful Accounts (Details) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Percentage for allowance maintained on bad-debts | 100.00% |
ACCOUNTING POLICIES AND RECEN_5
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Impairment charges for long-lived assets | $ 0 | $ 0 | $ 0 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Building | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 40 years | ||
Minimum | Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Minimum | Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Minimum | Capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Maximum | Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Maximum | Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 7 years | ||
Maximum | Capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
ACCOUNTING POLICIES AND RECEN_6
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Capitalized Software (Details) - Capitalized software development costs - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized software development costs | $ 111.2 | $ 95.7 |
Additions related to capitalized software development costs | $ 15.4 | $ 14.3 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
ACCOUNTING POLICIES AND RECEN_7
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Impairment of Long-lived Assets (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
ACCOUNTING POLICIES AND RECEN_8
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
ACCOUNTING POLICIES AND RECEN_9
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Revenue recognition (Details) - revenue_stream | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | ||
Number of revenue streams | 4 | |
Disaggregation of Revenue [Line Items] | ||
Right of return period | 70 days | |
Description of timing | As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and when the customer pays for the product or service will be one year or less | |
Capitalized contract cost, amortization period | 6 years | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Payment period | 30 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment period | 60 days |
ACCOUNTING POLICIES AND RECE_10
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Foreign Currency (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Intercompany Foreign Currency Balance [Line Items] | |||
Foreign exchange gains (losses) | $ (4,184) | $ (4,330) | $ 4,845 |
Other Income (Expense) | |||
Intercompany Foreign Currency Balance [Line Items] | |||
Foreign exchange gains (losses) | $ (4,200) | $ (4,300) | $ 4,800 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenue (Details) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020USD ($)revenue_stream | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Number of revenue streams | revenue_stream | 4 | ||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 3,109,736 | $ 2,868,755 | $ 2,815,241 |
Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 402,851 | 428,092 | |
Over time (including professional service and other revenue) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 2,706,885 | 2,440,663 | |
Recurring revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 2,433,272 | 2,155,727 | |
Cloud services and subscriptions | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,157,686 | 907,812 | 828,968 |
Customer support revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,275,586 | 1,247,915 | 1,232,504 |
License revenue (perpetual, term and subscriptions) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 402,851 | 428,092 | 437,512 |
Professional service and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 273,613 | 284,936 | $ 316,257 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,903,650 | 1,683,282 | |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 942,281 | 920,422 | |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 263,805 | $ 265,051 |
REVENUES - Contract Balances (D
REVENUES - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Short-term contract assets | $ 29,570 | $ 20,956 |
Long-term contract assets | 15,427 | 15,386 |
Short-term deferred revenue | 812,218 | 641,656 |
Long-term deferred revenue | 94,382 | 46,974 |
Contract assets reclassified to receivables | 33,000 | 19,200 |
Asset impairment | 0 | 0 |
Revenue recognized | $ 631,000 | $ 617,000 |
REVENUES - Incremental Costs of
REVENUES - Incremental Costs of Obtaining a Contract with a Customer (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Capitalized Contract Cost [Roll Forward] | ||
Capitalized costs to obtain a contract, beginning balance | $ 48,284 | $ 35,151 |
New capitalized costs incurred | 29,427 | 24,347 |
Amortization of capitalized costs | (16,919) | (11,003) |
Adjustments on account of foreign exchange | 371 | (211) |
Capitalized costs to obtain a contract, ending balance | 61,163 | 48,284 |
Impairment loss | $ 0 | $ 0 |
REVENUES - Transaction Price Al
REVENUES - Transaction Price Allocated to the Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 $ in Billions | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1.4 |
Revenue, remaining performance obligation, percentage | 46.00% |
Expected timing of satisfaction, period | 12 months |
ALLOWANCE FOR DOUBTFUL ACCOUN_3
ALLOWANCE FOR DOUBTFUL ACCOUNTS - Changes In Carrying Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance as of beginning of the period | $ 17,011 | $ 9,741 | $ 6,319 |
Bad debt expense | 11,461 | 13,461 | 9,942 |
Write-off /adjustments | (7,566) | (6,191) | (6,520) |
Balance as of end of the period | 20,906 | 17,011 | $ 9,741 |
Unbilled receivables | $ 55,200 | $ 56,100 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 735,328 | $ 678,869 |
Accumulated Depreciation | (490,773) | (429,416) |
Net | 244,555 | 249,453 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 39,158 | 40,260 |
Accumulated Depreciation | (28,473) | (26,492) |
Net | 10,685 | 13,768 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,272 | 1,993 |
Accumulated Depreciation | (1,329) | (1,576) |
Net | 943 | 417 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 294,745 | 258,802 |
Accumulated Depreciation | (198,194) | (177,402) |
Net | 96,551 | 81,400 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 127,299 | 119,018 |
Accumulated Depreciation | (103,057) | (87,240) |
Net | 24,242 | 31,778 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 111,202 | 95,729 |
Accumulated Depreciation | (70,015) | (56,205) |
Net | 41,187 | 39,524 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 111,384 | 113,510 |
Accumulated Depreciation | (74,395) | (66,520) |
Net | 36,989 | 46,990 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 49,268 | 49,557 |
Accumulated Depreciation | (15,310) | (13,981) |
Net | $ 33,958 | $ 35,576 |
LEASES - Additional Information
LEASES - Additional Information (Details) | Jun. 30, 2020 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, term of contract | 1 year |
Operating leases, term of extension option | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, term of contract | 10 years |
Operating leases, term of extension option | 5 years |
Land | |
Lessee, Lease, Description [Line Items] | |
Operating leases, term of contract | 49 years |
Operating leases, term of extension option | 49 years |
LEASES - Lease Costs and Other
LEASES - Lease Costs and Other Information (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2020USD ($) | |
Business Acquisition [Line Items] | |
Operating lease cost | $ 68,705 |
Short-term lease cost | 1,178 |
Variable lease cost | 3,536 |
Sublease income | (6,035) |
Total lease cost | $ 67,384 |
Weighted-average remaining lease term | 6 years 2 months 4 days |
Weighted-average discount rate | 3.12% |
Supplemental Cash Flow Information | |
Cash paid for amounts included in the measurement of operating lease liabilities: | $ 71,900 |
Right of use assets obtained in exchange for new operating lease liabilities: | 32,328 |
Carbonite | |
Supplemental Cash Flow Information | |
ROU assets acquired | 60,100 |
XMedius | |
Supplemental Cash Flow Information | |
ROU assets acquired | $ 2,900 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Leases [Abstract] | ||
2021 | $ 71,577 | |
2022 | 59,399 | |
2023 | 45,778 | |
2024 | 34,077 | |
2025 | 25,121 | |
Thereafter | 72,657 | |
Total Lease payments | 308,609 | |
Less: Imputed interest | (27,373) | |
Total | 281,236 | |
Reported as: | ||
Current operating lease liabilities | 64,071 | |
Non-current operating lease liabilities | 217,165 | |
Sublease income to be received next fiscal year | 7,600 | |
Sublease income to be received thereafter | $ 19,500 | |
Previously reported as | ||
2020 | $ 72,853 | |
2021 | 59,451 | |
2022 | 46,943 | |
2023 | 33,871 | |
2024 | 25,570 | |
Thereafter | 80,163 | |
Total | 318,851 | |
Sublease income to be received from properties | $ 30,700 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 3,769,908 | $ 3,580,129 |
Adjustments relating to acquisitions prior to Fiscal 2020 that had open measurement periods (note 19) | 1,476 | |
Adjustments on account of foreign exchange | (3,774) | (4,786) |
Ending balance | 4,672,356 | 3,769,908 |
Catalyst Repository Systems Inc | ||
Goodwill [Roll Forward] | ||
Acquisitions | 30,973 | |
Liaison Technologies Inc. | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ 163,592 | |
XMedius | ||
Goodwill [Roll Forward] | ||
Acquisitions | 49,633 | |
Carbonite | ||
Goodwill [Roll Forward] | ||
Acquisitions | 853,162 | |
The Fax Guys | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ 1,951 |
ACQUIRED INTANGIBLE ASSETS - Ca
ACQUIRED INTANGIBLE ASSETS - Calculation of Acquired Intangibles by Asset Class (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 2,518,976 | $ 2,233,435 |
Accumulated Amortization | (906,412) | (1,086,931) |
Total | 1,612,564 | 1,146,504 |
Technology assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 1,084,144 | 835,498 |
Accumulated Amortization | (502,376) | (349,259) |
Total | 581,768 | 486,239 |
Reduction of intangible asset | $ 52,600 | |
Weighted-average amortization period (in years) for acquired intangible assets | 5 years | |
Customer assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 1,434,832 | 1,397,937 |
Accumulated Amortization | (404,036) | (737,672) |
Total | 1,030,796 | $ 660,265 |
Reduction of intangible asset | $ 553,200 | |
Weighted-average amortization period (in years) for acquired intangible assets | 7 years |
ACQUIRED INTANGIBLE ASSETS - _2
ACQUIRED INTANGIBLE ASSETS - Calculation of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 432,514 | |
2022 | 396,799 | |
2023 | 314,979 | |
2024 | 234,580 | |
2025 | 122,320 | |
2026 and beyond | 111,372 | |
Total | $ 1,612,564 | $ 1,146,504 |
OTHER ASSETS - Schedule (Detail
OTHER ASSETS - Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Deposits and restricted cash | $ 11,612 | $ 13,671 |
Capitalized costs to obtain a contract | 43,029 | 35,593 |
Investments | 76,002 | 67,002 |
Long-term prepaid expenses and other long-term assets | 23,824 | 32,711 |
Total other assets | $ 154,467 | $ 148,977 |
OTHER ASSETS - Additional Infor
OTHER ASSETS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
OpenText share in net income of equity investees (note 9) | $ 8,700 | $ 13,668 | $ 5,965 |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 4.00% | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 20.00% |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Schedule of Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable—trade | $ 41,469 | $ 46,323 |
Accrued salaries and commissions | 155,496 | 131,430 |
Accrued liabilities | 129,048 | 117,551 |
Accrued interest on Senior Notes | 30,761 | 24,786 |
Amounts payable in respect of restructuring and other Special charges(1) | 12,185 | 8,153 |
Asset retirement obligations | 4,355 | 1,660 |
Total | $ 373,314 | $ 329,903 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Schedule of Long-Term Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Amounts payable in respect of restructuring and other Special charges | $ 13,768 | $ 4,804 |
Other accrued liabilities | 8,215 | 30,338 |
Asset retirement obligations | 12,972 | 14,299 |
Total | $ 34,955 | $ 49,441 |
ACCOUNTS PAYABLE AND ACCRUED _5
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Jun. 30, 2019 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Present value of asset retirement obligation | $ 17.3 | $ 16 |
Undiscounted value of asset retirement obligation | $ 18.7 | $ 17.6 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||
Total principal payments due | $ 4,227,500,000 | $ 2,637,500,000 |
Premium on notes | 4,756,000 | 5,405,000 |
Debt issuance costs | (37,945,000) | (28,027,000) |
Total amount outstanding | 4,194,311,000 | 2,614,878,000 |
Less: | ||
Current portion of long-term debt (note 11) | 610,000,000 | 10,000,000 |
Non-current portion of long-term debt | 3,584,311,000 | 2,604,878,000 |
Term Loan B | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 977,500,000 | 987,500,000 |
Less: | ||
Current portion of long-term debt (note 11) | 10,000,000 | 10,000,000 |
Senior Notes | Senior Notes 2030 | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 900,000,000 | 0 |
Senior Notes | Senior Notes 2028 | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 900,000,000 | 0 |
Senior Notes | Senior Notes 2026 | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 850,000,000 | 850,000,000 |
Senior Notes | Senior Notes 2023 | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 0 | 800,000,000 |
Revolver | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 600,000,000 | 0 |
Less: | ||
Current portion of long-term debt (note 11) | $ 600,000,000 | $ 0 |
LONG-TERM DEBT - Senior Unsecur
LONG-TERM DEBT - Senior Unsecured Fixed Rate Notes (Details) - USD ($) | Mar. 05, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Feb. 18, 2020 | Dec. 20, 2016 | May 31, 2016 | Jan. 15, 2015 |
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 4,227,500,000 | $ 2,637,500,000 | ||||||
Loss on extinguishment of debt | 17,854,000 | 0 | $ 0 | |||||
Senior Notes | Senior Notes 2030 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 900,000,000 | |||||||
Debt instrument stated interest rate | 4.125% | |||||||
Interest expense | 13,700,000 | |||||||
Long-term debt | 900,000,000 | 0 | ||||||
Senior Notes | Senior Notes 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 900,000,000 | |||||||
Debt instrument stated interest rate | 3.875% | |||||||
Interest expense | 12,900,000 | |||||||
Long-term debt | 900,000,000 | 0 | ||||||
Senior Notes | Senior Notes 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 250,000,000 | $ 600,000,000 | ||||||
Debt instrument stated interest rate | 5.875% | |||||||
Interest expense | 49,900,000 | 49,900,000 | 49,900,000 | |||||
Debt premium issue price percentage | 102.75% | |||||||
Long-term debt | 850,000,000 | 850,000,000 | ||||||
Senior Notes | Senior Notes 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 800,000,000 | |||||||
Debt instrument stated interest rate | 5.625% | |||||||
Interest expense | 30,600,000 | 45,000,000 | $ 45,000,000 | |||||
Long-term debt | $ 0 | $ 800,000,000 | ||||||
Debt redeemed, percentage of principal amount | 101.406% | |||||||
Loss on extinguishment of debt | $ 17,900,000 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) | Feb. 27, 2020USD ($) | Dec. 24, 2019USD ($)$ / shares | May 30, 2018USD ($) | Mar. 30, 2020USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Oct. 31, 2019USD ($) | Apr. 04, 2017USD ($) | Jan. 16, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 4,227,500,000 | $ 2,637,500,000 | ||||||||||
Revolver | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 600,000,000 | 0 | ||||||||||
Effective interest rate percentage | 1.94% | |||||||||||
Leverage ratio, compliance maximum | 4 | |||||||||||
Leverage ratio | 2 | |||||||||||
Interest expense | $ 7,700,000 | 0 | $ 9,000,000 | |||||||||
Credit agreement, maximum capacity | 750,000,000 | $ 450,000,000 | ||||||||||
Proceeds from lines of credit | $ 600,000,000 | $ 750,000,000 | 600,000,000 | 200,000,000 | ||||||||
Repayment of line of credit | $ 750,000,000 | 375,000,000 | ||||||||||
Remaining borrowing capacity | $ 150,000,000 | |||||||||||
Revolver | Line of Credit | LIBOR | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest addition to floating rate | 1.25% | |||||||||||
Revolver | Line of Credit | LIBOR | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest addition to floating rate | 1.75% | |||||||||||
Notes due 2022 | Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face amount | $ 143,800,000 | |||||||||||
Debt instrument stated interest rate | 2.50% | |||||||||||
Incremental principal amount convertible | $ 1,000 | $ 1,000 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 23 | |||||||||||
Conversion rate increase | 7.7633 | |||||||||||
Conversion rate | 46.4667 | |||||||||||
Total converted per $1,000 Principal | $ 1,068.7341 | |||||||||||
Long-term debt | $ 0 | |||||||||||
Term Loan B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face amount | $ 1,000,000,000 | $ 800,000,000 | ||||||||||
Long-term debt | $ 977,500,000 | 987,500,000 | ||||||||||
Proceeds from issuance of debt | $ 1,000,000,000 | |||||||||||
Term loan period | 7 years | |||||||||||
Term loan quarterly repayment as percentage of principal | 0.25% | |||||||||||
Effective interest rate percentage | 1.92% | |||||||||||
Leverage ratio, compliance maximum | 4 | |||||||||||
Leverage ratio | 2 | |||||||||||
Interest expense | $ 33,300,000 | $ 41,100,000 | $ 27,900,000 | |||||||||
Term Loan B | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest addition to floating rate | 1.75% |
PENSION PLANS AND OTHER POST _3
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS - Schedule of Defined Benefit Plans and Long-Term Employee Benefit Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Assumptions: | ||
Total benefit obligation | $ 75,816 | $ 77,531 |
Current portion of benefit obligation | 2,687 | 2,292 |
Non-current portion of benefit obligation | 73,129 | 75,239 |
Pension Plan | CDT defined benefit plan | ||
Assumptions: | ||
Total benefit obligation | 32,851 | 35,836 |
Current portion of benefit obligation | 777 | 675 |
Non-current portion of benefit obligation | 32,074 | 35,161 |
Pension Plan | GXS GER defined benefit plan | ||
Assumptions: | ||
Total benefit obligation | 24,105 | 26,739 |
Current portion of benefit obligation | 943 | 1,012 |
Non-current portion of benefit obligation | 23,162 | 25,727 |
Pension Plan | GXS PHP defined benefit plan | ||
Assumptions: | ||
Total benefit obligation | 10,270 | 6,904 |
Current portion of benefit obligation | 115 | 124 |
Non-current portion of benefit obligation | 10,155 | 6,780 |
Other plans | ||
Assumptions: | ||
Total benefit obligation | 8,590 | 8,052 |
Current portion of benefit obligation | 852 | 481 |
Non-current portion of benefit obligation | $ 7,738 | $ 7,571 |
PENSION PLANS AND OTHER POST _4
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS - Additional Information (Details) - Pension Plan | 12 Months Ended |
Jun. 30, 2020USD ($) | |
CDT defined benefit plan | |
Assumptions: | |
Contributions made by employer to plan | $ 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the next fiscal year | 700,000 |
GXS GER defined benefit plan | |
Assumptions: | |
Contributions made by employer to plan | 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the next fiscal year | 100,000 |
GXS PHP defined benefit plan | |
Assumptions: | |
Contributions made by employer to plan | 0 |
Fair value of plan assets | $ 40,000 |
PENSION PLANS AND OTHER POST _5
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS - Schedule of the Change in Benefit Obligation (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of fiscal year | $ 69,479 | $ 61,886 | |
Service cost | 2,138 | 1,887 | $ 1,805 |
Interest cost | 1,164 | 1,431 | 1,337 |
Benefits paid | (2,362) | (1,762) | |
Actuarial (gain) loss | (2,823) | 7,194 | |
Foreign exchange (gain) loss | (370) | (1,157) | |
Benefit obligation—end of period | 67,226 | 69,479 | 61,886 |
Less: Current portion | (1,835) | (1,811) | |
Non-current portion of benefit obligation | 65,391 | 67,668 | |
CDT defined benefit plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of fiscal year | 35,836 | 32,651 | |
Service cost | 572 | 550 | 501 |
Interest cost | 459 | 642 | 607 |
Benefits paid | (644) | (626) | |
Actuarial (gain) loss | (3,073) | 3,365 | |
Foreign exchange (gain) loss | (299) | (746) | |
Benefit obligation—end of period | 32,851 | 35,836 | 32,651 |
Less: Current portion | (777) | (675) | |
Non-current portion of benefit obligation | 32,074 | 35,161 | |
GXS GER defined benefit plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of fiscal year | 26,739 | 25,382 | |
Service cost | 319 | 566 | 472 |
Interest cost | 337 | 489 | 489 |
Benefits paid | (926) | (996) | |
Actuarial (gain) loss | (2,083) | 1,872 | |
Foreign exchange (gain) loss | (281) | (574) | |
Benefit obligation—end of period | 24,105 | 26,739 | 25,382 |
Less: Current portion | (943) | (1,012) | |
Non-current portion of benefit obligation | 23,162 | 25,727 | |
GXS PHP defined benefit plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of fiscal year | 6,904 | 3,853 | |
Service cost | 1,247 | 771 | 832 |
Interest cost | 368 | 300 | 241 |
Benefits paid | (792) | (140) | |
Actuarial (gain) loss | 2,333 | 1,957 | |
Foreign exchange (gain) loss | 210 | 163 | |
Benefit obligation—end of period | 10,270 | 6,904 | $ 3,853 |
Less: Current portion | (115) | (124) | |
Non-current portion of benefit obligation | $ 10,155 | $ 6,780 |
PENSION PLANS AND OTHER POST _6
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS - Components of Net Pension Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Assumptions: | |||
Net pension expense | $ 5,802 | $ 4,624 | $ 3,738 |
Interest cost, location | us-gaap:NonoperatingIncomeExpense | ||
Amortization of actuarial (gains) losses, location | us-gaap:NonoperatingIncomeExpense | ||
Pension Plan | |||
Assumptions: | |||
Service cost | $ 2,138 | 1,887 | 1,805 |
Interest cost | 1,164 | 1,431 | 1,337 |
Amortization of actuarial (gains) and losses | 895 | 264 | 372 |
Net pension expense | 4,197 | 3,582 | 3,514 |
Pension Plan | CDT defined benefit plan | |||
Assumptions: | |||
Service cost | 572 | 550 | 501 |
Interest cost | 459 | 642 | 607 |
Amortization of actuarial (gains) and losses | 939 | 696 | 541 |
Net pension expense | 1,970 | 1,888 | 1,649 |
Pension Plan | GXS GER defined benefit plan | |||
Assumptions: | |||
Service cost | 319 | 566 | 472 |
Interest cost | 337 | 489 | 489 |
Amortization of actuarial (gains) and losses | 244 | 130 | 72 |
Net pension expense | 900 | 1,185 | 1,033 |
Pension Plan | GXS PHP defined benefit plan | |||
Assumptions: | |||
Service cost | 1,247 | 771 | 832 |
Interest cost | 368 | 300 | 241 |
Amortization of actuarial (gains) and losses | (288) | (562) | (241) |
Net pension expense | $ 1,327 | $ 509 | $ 832 |
PENSION PLANS AND OTHER POST _7
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS - Schedule of Weighted-Average Key Assumptions Used for Pension Plans (Details) - Pension Plan | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CDT | ||
Assumptions: | ||
Salary increases | 1.75% | 2.50% |
Pension increases | 1.50% | 2.00% |
Discount rate | 1.46% | 1.32% |
CDT | to age 20 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
CDT | to age 25 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
CDT | to age 30 | ||
Assumptions: | ||
Employee fluctuation rate | 1.00% | 1.00% |
CDT | to age 35 | ||
Assumptions: | ||
Employee fluctuation rate | 0.50% | 0.50% |
CDT | to age 40 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
CDT | to age 45 | ||
Assumptions: | ||
Employee fluctuation rate | 0.50% | 0.50% |
CDT | to age 50 | ||
Assumptions: | ||
Employee fluctuation rate | 0.50% | 0.50% |
CDT | from age 51 | ||
Assumptions: | ||
Employee fluctuation rate | 1.00% | 1.00% |
CDT | Minimum | ||
Assumptions: | ||
Normal retirement age | 65 years | 65 years |
CDT | Maximum | ||
Assumptions: | ||
Normal retirement age | 67 years | 67 years |
GXS GER | ||
Assumptions: | ||
Salary increases | 2.50% | 2.50% |
Pension increases | 2.00% | 2.00% |
Discount rate | 1.46% | 1.32% |
GXS GER | to age 20 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 25 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 30 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 35 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 40 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 45 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 50 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | from age 51 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | Minimum | ||
Assumptions: | ||
Normal retirement age | 65 years | 65 years |
GXS GER | Maximum | ||
Assumptions: | ||
Normal retirement age | 67 years | 67 years |
GXS PHP | ||
Assumptions: | ||
Salary increases | 6.50% | 6.50% |
Discount rate | 3.50% | 5.00% |
Normal retirement age | 60 years | 60 years |
GXS PHP | to age 20 | ||
Assumptions: | ||
Employee fluctuation rate | 12.19% | 12.19% |
GXS PHP | to age 25 | ||
Assumptions: | ||
Employee fluctuation rate | 16.58% | 16.58% |
GXS PHP | to age 30 | ||
Assumptions: | ||
Employee fluctuation rate | 13.97% | 13.97% |
GXS PHP | to age 35 | ||
Assumptions: | ||
Employee fluctuation rate | 10.77% | 10.77% |
GXS PHP | to age 40 | ||
Assumptions: | ||
Employee fluctuation rate | 7.39% | 7.39% |
GXS PHP | to age 45 | ||
Assumptions: | ||
Employee fluctuation rate | 3.28% | 3.28% |
GXS PHP | to age 50 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS PHP | from age 51 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
PENSION PLANS AND OTHER POST _8
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS - Anticipated Pension Payments Under Pension Plans (Details) - Pension Plan $ in Thousands | Jun. 30, 2020USD ($) |
CDT defined benefit plan | |
Assumptions: | |
2021 | $ 777 |
2022 | 839 |
2023 | 934 |
2024 | 1,037 |
2025 | 1,082 |
2026 to 2030 | 6,209 |
Total | 10,878 |
GXS GER defined benefit plan | |
Assumptions: | |
2021 | 943 |
2022 | 971 |
2023 | 971 |
2024 | 978 |
2025 | 1,006 |
2026 to 2030 | 4,934 |
Total | 9,803 |
GXS PHP defined benefit plan | |
Assumptions: | |
2021 | 115 |
2022 | 403 |
2023 | 213 |
2024 | 282 |
2025 | 339 |
2026 to 2030 | 2,907 |
Total | $ 4,259 |
SHARE CAPITAL, OPTION PLANS A_3
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Dividends | |||
Dividends declared per common share (in dollars per share) | $ 0.6984 | $ 0.6300 | $ 0.5478 |
Payments of dividends | $ 188,712,000 | $ 168,859,000 | $ 145,613,000 |
Share Capital | |||
Preference shares issued | 0 | ||
Treasury Stock | |||
Purchase of treasury stock (in shares) | 300,000 | 726,059 | 0 |
Payments for repurchase of common stock | $ 12,424,000 | $ 26,499,000 | $ 0 |
Issuance of treasury stock (in shares) | 480,574 | 613,524 | 411,276 |
SHARE CAPITAL, OPTION PLANS A_4
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Summary of Stock Options Outstanding Under Various Stock Option Plans (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options grated to date (in shares) | 2,742,230 | 1,870,340 | |
Options exercised to date (in shares) | (1,529,947) | (1,472,031) | |
Options outstanding (in shares) | 7,429,537 | 7,102,753 | 7,078,435 |
2004 Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options grated to date (in shares) | 35,140,648 | ||
Options exercised to date (in shares) | (19,192,995) | ||
Options cancelled to date (in shares) | (8,518,116) | ||
Options outstanding (in shares) | 7,429,537 | ||
Vesting schedule | 25.00% | ||
Minimum (in dollars per share) | $ 16.58 | ||
Maximum (in dollars per share) | $ 44.99 | ||
2004 Stock Option Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Termination grace periods | 90 days | ||
2004 Stock Option Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Termination grace periods | 180 days |
SHARE CAPITAL, OPTION PLANS A_5
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Summary of Information Regarding Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 7,429,537 | 7,102,753 | 7,078,435 |
Weighted Average Remaining Contractual Life (years) | 4 years 9 months 10 days | 4 years 1 month 6 days | 4 years 5 months 4 days |
Weighted Average Exercise Price (in dollars per share) | $ 36.18 | $ 31.82 | $ 28.41 |
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 2,248,358 | 2,176,002 | |
Weighted Average Exercise Price (in dollars per share) | $ 30.18 | $ 27.44 | |
Stock Options Exercise Price Range One | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 16.58 | ||
Maximum (in dollars per share) | $ 27.46 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 960,483 | ||
Weighted Average Remaining Contractual Life (years) | 1 year 4 months 20 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 25.84 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 960,483 | ||
Weighted Average Exercise Price (in dollars per share) | $ 25.84 | ||
Stock Options Exercise Price Range Two | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 27.47 | ||
Maximum (in dollars per share) | $ 31.50 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 547,692 | ||
Weighted Average Remaining Contractual Life (years) | 2 years 10 months 28 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 29.37 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 405,982 | ||
Weighted Average Exercise Price (in dollars per share) | $ 29.20 | ||
Stock Options Exercise Price Range Three | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 31.51 | ||
Maximum (in dollars per share) | $ 33.17 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 615,000 | ||
Weighted Average Remaining Contractual Life (years) | 3 years 11 months 1 day | ||
Weighted Average Exercise Price (in dollars per share) | $ 32.64 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 66,667 | ||
Weighted Average Exercise Price (in dollars per share) | $ 32.63 | ||
Stock Options Exercise Price Range Four | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 33.18 | ||
Maximum (in dollars per share) | $ 34.60 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 867,036 | ||
Weighted Average Remaining Contractual Life (years) | 4 years 1 month 17 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 34.10 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 399,065 | ||
Weighted Average Exercise Price (in dollars per share) | $ 34 | ||
Stock Options Exercise Price Range Five | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 34.61 | ||
Maximum (in dollars per share) | $ 37.54 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 674,760 | ||
Weighted Average Remaining Contractual Life (years) | 5 years 2 months 1 day | ||
Weighted Average Exercise Price (in dollars per share) | $ 35.86 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 231,006 | ||
Weighted Average Exercise Price (in dollars per share) | $ 35.32 | ||
Stock Options Exercise Price Range Six | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 37.55 | ||
Maximum (in dollars per share) | $ 38.30 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 439,000 | ||
Weighted Average Remaining Contractual Life (years) | 6 years 10 months 2 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 37.84 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 0 | ||
Weighted Average Exercise Price (in dollars per share) | $ 0 | ||
Stock Options Exercise Price Range Seven | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 38.31 | ||
Maximum (in dollars per share) | $ 39.02 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 730,110 | ||
Weighted Average Remaining Contractual Life (years) | 6 years 1 month 6 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 38.76 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 0 | ||
Weighted Average Exercise Price (in dollars per share) | $ 0 | ||
Stock Options Exercise Price Range Eight | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 39.03 | ||
Maximum (in dollars per share) | $ 39.98 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 792,686 | ||
Weighted Average Remaining Contractual Life (years) | 5 years 2 months 23 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 39.35 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 185,155 | ||
Weighted Average Exercise Price (in dollars per share) | $ 39.36 | ||
Stock Options Exercise Price Range Nine | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 39.99 | ||
Maximum (in dollars per share) | $ 43.06 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 700,980 | ||
Weighted Average Remaining Contractual Life (years) | 6 years 3 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 40.51 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 0 | ||
Weighted Average Exercise Price (in dollars per share) | $ 0 | ||
Stock Options Exercise Price Range Ten | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 43.07 | ||
Maximum (in dollars per share) | $ 44.99 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 1,101,790 | ||
Weighted Average Remaining Contractual Life (years) | 6 years 7 months 6 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 44.99 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 0 | ||
Weighted Average Exercise Price (in dollars per share) | $ 0 | ||
Stock Options Exercise Price Range Eleven | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 16.58 | ||
Maximum (in dollars per share) | $ 44.99 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2020 | 7,429,537 | ||
Weighted Average Remaining Contractual Life (years) | 4 years 9 months 10 days | ||
Weighted Average Exercise Price (in dollars per share) | $ 36.18 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2020 | 2,248,358 | ||
Weighted Average Exercise Price (in dollars per share) | $ 30.18 |
SHARE CAPITAL, OPTION PLANS A_6
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Schedule of Share-Based Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 29,532 | $ 26,770 | $ 27,594 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 9,779 | 10,232 | 9,828 |
Performance Share Units | Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 5,997 | 3,461 | 3,553 |
Restricted Stock Units (RSUs) | Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 5,943 | 5,917 | 6,602 |
Restricted Stock Units (RSUs) | Other plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 174 | 175 | 936 |
Deferred Share Units (directors) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 3,345 | 3,133 | 2,921 |
Employee Share Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 4,294 | $ 3,852 | $ 3,754 |
SHARE CAPITAL, OPTION PLANS A_7
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Summary of Outstanding Stock Options, Narrative (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 7,429,537 | 7,102,753 | 7,078,435 |
Cash used to settle awards | $ 0 | $ 0 | $ 0 |
Capitalized amount of share-based compensation costs | 0 | 0 | 0 |
Cash proceeds from exercise of options granted | 41,300,000 | 35,600,000 | 54,400,000 |
Tax benefit realized from exercise of options | $ 1,900,000 | $ 2,900,000 | $ 1,500,000 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 7,429,537 | ||
Common shares available for issuance (in shares) | 7,540,748 | ||
Expiration period of options, minimum term | 7 years | ||
Expiration period of options, maximum term | 10 years | ||
Unrecognized compensation cost relating to unvested stock awards | $ 29,700,000 | ||
Unvested stock awards compensation cost, weighted average recognition period | 2 years 10 months 24 days | ||
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years |
SHARE CAPITAL, OPTION PLANS A_8
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Schedule of Outstanding Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Options | |||
Outstanding at beginning of period (in shares) | 7,102,753 | 7,078,435 | |
Granted (in shares) | 2,742,230 | 1,870,340 | |
Exercised (in shares) | (1,529,947) | (1,472,031) | |
Forfeited or expired (in shares) | (885,499) | (373,991) | |
Outstanding at end of period (in shares) | 7,429,537 | 7,102,753 | 7,078,435 |
Exercisable ending balance (in shares) | 2,248,358 | 2,176,002 | |
Weighted- Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 31.82 | $ 28.41 | |
Granted (in dollars per share) | 41.81 | 38.81 | |
Exercised (in dollars per share) | 26.98 | 24.20 | |
Forfeited or expired (in dollars per share) | 34.51 | 32.33 | |
Outstanding at end of period (in dollars per share) | 36.18 | 31.82 | $ 28.41 |
Exercisable at end of period (in dollars per share) | $ 30.18 | $ 27.44 | |
Weighted- Average Remaining Contractual Term (years) | |||
Outstanding | 4 years 9 months 10 days | 4 years 1 month 6 days | 4 years 5 months 4 days |
Exercisable | 2 years 10 months 13 days | 3 years 10 days | |
Aggregate Intrinsic Value ($’000s) | |||
Outstanding | $ 49,574 | $ 66,656 | $ 48,405 |
Exercisable | $ 27,651 | $ 29,950 |
SHARE CAPITAL, OPTION PLANS A_9
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Schedule of Weighted-Average Fair Value Of Options And Weighted-Average Assumptions Used (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Weighted-average fair value of options granted (in dollars per share) | $ 6.88 | $ 8.39 | $ 7.58 |
Weighted-average assumptions used: | |||
Expected volatility | 22.63% | 25.72% | 26.95% |
Risk–free interest rate | 1.30% | 2.57% | 2.18% |
Expected dividend yield | 1.64% | 1.54% | 1.50% |
Expected life (in years) | 4 years 1 month 13 days | 4 years 5 months 8 days | 4 years 4 months 17 days |
Forfeiture rate (based on historical rates) | 7.00% | 6.00% | 6.00% |
Average exercised share price (in dollars per share) | $ 41.81 | $ 38.81 | $ 34.60 |
SHARE CAPITAL, OPTION PLANS _10
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - Long-Term Incentive Plans (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of treasury stock (in shares) | 480,574 | 613,524 | 411,276 | |
Payments for repurchase of common stock | $ 12,424,000 | $ 26,499,000 | $ 0 | |
Long Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term of plan | 3 years | |||
Compensation cost related to unvested awards not yet recognized | $ 18,200,000 | |||
Unvested stock awards compensation cost, weighted average recognition period | 1 year 9 months 18 days | |||
Fiscal 2019 LTIP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of treasury stock (in shares) | 255,502 | |||
Payments for repurchase of common stock | $ 9,100,000 |
SHARE CAPITAL, OPTION PLANS _11
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS - RSUs, DSUs and ESPP (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 15,000 | 0 | 4,464 |
Award vesting period | 3 years | ||
Stock issued (in shares) | 3,334 | 22,627 | 98,625 |
Stock issued | $ 100,000 | $ 700,000 | $ 2,100,000 |
Deferred Share Units (DSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 82,733 | 100,271 | 87,501 |
Stock issued (in shares) | 0 | 51,794 | 0 |
Stock issued | $ 2,000,000 | $ 0 | |
Employee Share Purchase Plan (ESPP) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards purchase price discount | 15.00% | ||
Common shares eligible for issuance (in shares) | 742,961 | 696,091 | 729,521 |
Cash received from employee stock purchase plan | $ 25,300,000 | $ 22,200,000 | $ 21,500,000 |
GUARANTEES AND CONTINGENCIES -
GUARANTEES AND CONTINGENCIES - Schedule of Contractual Obligations with Minimum Payments (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2018 | |
Long term debt obligations | ||||
Total | $ 4,668,943,000 | |||
July 1, 2020 - June 30, 2021 | 150,929,000 | |||
July 1, 2021 - June 30, 2023 | 301,274,000 | |||
July 1, 2023 - June 30, 2025 | 1,226,553,000 | |||
July 1, 2025 and beyond | 2,990,187,000 | |||
Purchase obligations for contracts not accounted for as lease obligations | ||||
Total | 108,572,000 | |||
July 1, 2020 - June 30, 2021 | 47,489,000 | |||
July 1, 2021 - June 30, 2023 | 61,083,000 | |||
July 1, 2023 - June 30, 2025 | 0 | |||
July 1, 2025 and beyond | 0 | |||
Total payments due between | ||||
Total | 4,777,515,000 | |||
July 1, 2020 - June 30, 2021 | 198,418,000 | |||
July 1, 2021 - June 30, 2023 | 362,357,000 | |||
July 1, 2023 - June 30, 2025 | 1,226,553,000 | |||
July 1, 2025 and beyond | 2,990,187,000 | |||
Line of Credit | Revolver | ||||
Debt Instrument [Line Items] | ||||
Proceeds from lines of credit | $ 600,000,000 | $ 750,000,000 | $ 600,000,000 | $ 200,000,000 |
GUARANTEES AND CONTINGENCIES _2
GUARANTEES AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Millions | Jul. 11, 2018 | Jun. 30, 2020 |
GXS India | ||
Loss Contingencies [Line Items] | ||
Loss contingency accrual | $ 1.2 | |
Internal Revenue Service (IRS) | ||
Loss Contingencies [Line Items] | ||
Estimated amount of loss resulting from an adverse tax position | 770 | |
Income tax examination, tax | 455 | |
Income tax examination, penalties | 130 | |
Income tax examination, interest | 185 | |
Internal Revenue Service (IRS) | Tax Year 2010 | ||
Loss Contingencies [Line Items] | ||
Estimated amount of loss resulting from an adverse tax position | $ 335 | |
Additional tax expense, as a percent | 20.00% | |
Internal Revenue Service (IRS) | Tax Year 2012 | ||
Loss Contingencies [Line Items] | ||
Additional tax expense, as a percent | 40.00% | |
Income tax examination, change in liability | $ 80 | |
Canada Revenue Agency (CRA) | ||
Loss Contingencies [Line Items] | ||
Estimated amount of loss resulting from an adverse tax position | $ 44 | |
Canada Revenue Agency (CRA) | Tax Year 2012 | ||
Loss Contingencies [Line Items] | ||
Additional tax expense, as a percent | 10.00% | |
Canada Revenue Agency (CRA) | Tax Year 2013 | ||
Loss Contingencies [Line Items] | ||
Additional tax expense, as a percent | 10.00% | |
Canada Revenue Agency (CRA) | Tax Year 2014 | ||
Loss Contingencies [Line Items] | ||
Additional tax expense, as a percent | 10.00% | |
Canada Revenue Agency (CRA) | Tax Year 2015 | ||
Loss Contingencies [Line Items] | ||
Additional tax expense, as a percent | 10.00% | |
Minimum | Canada Revenue Agency (CRA) | Tax Year 2012 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | $ 90 | |
Minimum | Canada Revenue Agency (CRA) | Tax Year 2013 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | 90 | |
Minimum | Canada Revenue Agency (CRA) | Tax Year 2014 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | 90 | |
Minimum | Canada Revenue Agency (CRA) | Tax Year 2015 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | 90 | |
Maximum | Canada Revenue Agency (CRA) | Tax Year 2012 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | 100 | |
Maximum | Canada Revenue Agency (CRA) | Tax Year 2013 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | 100 | |
Maximum | Canada Revenue Agency (CRA) | Tax Year 2014 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | 100 | |
Maximum | Canada Revenue Agency (CRA) | Tax Year 2015 | ||
Loss Contingencies [Line Items] | ||
Income tax examination, estimate of increase to taxable income | $ 100 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 32.10% | 35.20% | |
Decrease in income tax expense | $ 44,100 | ||
Decrease of lower net income including impact of foreign rates | 23,700 | ||
Decrease for change in unrecognized tax benefits | 51,300 | ||
Decrease in effect of the CARES Act | 7,009 | $ 0 | $ 0 |
Decrease of internal reorganizations | 16,000 | ||
Increase of Base Erosion and Anti-Abuse Tax (BEAT) | 25,200 | ||
Increase in accrual of repatriation from foreign subsidiaries | 17,300 | ||
Increase in effect of withholding taxes | 5,900 | ||
Increase in change in valuation allowance | 4,800 | ||
Investment tax credit | 55,000 | ||
Unrecognized tax benefits of deferred tax assets offset by valuation allowance | 15,000 | ||
Unrecognized tax benefits that would not impact effective tax rate | 6,000 | ||
Net unrecognized tax benefit, excluding portion offset by valuation allowance | 180,000 | 198,100 | |
Possible decrease in tax expense in next 12 months | 7,300 | ||
Provision for deferred income tax liabilities | 24,800 | $ 17,400 | |
Domestic | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 347,000 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 478,600 | ||
Operating loss carryforwards, no expiry | $ 87,700 |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||
Expected statutory rate | 26.50% | 26.50% | 26.50% |
Expected provision for income taxes | $ 91,479 | $ 116,752 | $ 102,323 |
Effect of foreign tax rate differences | 218 | (1,344) | 2,352 |
Change in valuation allowance | (222) | (5,045) | 1,779 |
Amortization of deferred charges | 0 | 0 | 4,242 |
Effect of permanent differences | 1,215 | (577) | 4,332 |
Effect of changes in unrecognized tax benefits | (19,284) | 31,992 | 5,543 |
Effect of withholding taxes | 8,036 | 2,097 | 7,927 |
Difference in tax filings from provision | 933 | (250) | 1,321 |
Effect of U.S. tax reform | 0 | 0 | 19,037 |
Effect of tax credits for research and development | (14,947) | (13,550) | (3,875) |
Effect of accrual for undistributed earnings | 4,233 | (13,112) | (1,154) |
Effect of US BEAT | 41,207 | 16,030 | 0 |
Effect of CARES Act | (7,009) | 0 | 0 |
Other Items | 4,527 | 5,473 | (1) |
Impact of internal reorganization of subsidiaries | 451 | 16,471 | 0 |
Provision for (recovery of) income taxes | $ 110,837 | $ 154,937 | $ 143,826 |
INCOME TAXES - Income Before Pr
INCOME TAXES - Income Before Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic income (loss) | $ 241,862 | $ 269,331 | $ 238,405 |
Foreign income | 103,343 | 171,243 | 147,721 |
Income before income taxes | $ 345,205 | $ 440,574 | $ 386,126 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Current income taxes (recoveries): | |||
Domestic | $ 12,547 | $ 7,862 | $ 5,313 |
Foreign | 46,902 | 99,650 | 48,777 |
Total | 59,449 | 107,512 | 54,090 |
Deferred income taxes (recoveries): | |||
Domestic | 68,580 | 52,889 | 61,678 |
Foreign | (17,192) | (5,464) | 28,058 |
Total | 51,388 | 47,425 | 89,736 |
Provision for (recovery of) income taxes | $ 110,837 | $ 154,937 | $ 143,826 |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets | ||
Non-capital loss carryforwards | $ 208,248 | $ 161,119 |
Capital loss carryforwards | 152 | 155 |
Undeducted scientific research and development expenses | 160,354 | 137,253 |
Depreciation and amortization | 415,516 | 683,777 |
Restructuring costs and other reserves | 21,999 | 17,845 |
Deferred revenue | 60,026 | 53,254 |
Other | 76,031 | 59,584 |
Total deferred tax asset | 942,326 | 1,112,987 |
Valuation Allowance | (81,810) | (77,328) |
Deferred tax liabilities | ||
Scientific research and development tax credits | (14,361) | (14,482) |
Other | (83,328) | (72,599) |
Deferred tax liabilities | (97,689) | (87,081) |
Net deferred tax asset | 762,827 | 948,578 |
Comprised of: | ||
Long-term assets | 911,565 | 1,004,450 |
Long-term liabilities | $ (148,738) | $ (55,872) |
INCOME TAXES - Changes in the B
INCOME TAXES - Changes in the Balance of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits as of Beginning of the Period | $ 209,242 | $ 177,812 |
Increases on account of current year positions | 7,296 | 25,642 |
Increases on account of prior year positions | 17,853 | 15,024 |
Decreases due to settlements with tax authorities | (20,457) | 0 |
Decreases due to lapses of statutes of limitations | (18,853) | (9,236) |
Unrecognized tax benefits as of End of the Period | $ 195,081 | $ 209,242 |
INCOME TAXES - Interest and Pen
INCOME TAXES - Interest and Penalties Related to Liabilities for Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||
Interest expense | $ 5,764 | $ 10,512 | $ 6,233 |
Penalties expense (recoveries) | 327 | 945 | (191) |
Total | $ 6,091 | $ 11,457 | $ 6,042 |
INCOME TAXES - Interest Accrued
INCOME TAXES - Interest Accrued and Penalties Accrued Related to Income Tax Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Interest expense accrued | $ 70,364 | $ 64,530 |
Penalties accrued | $ 2,620 | $ 2,525 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Financial Assets: | ||
Foreign currency forward contracts designated as cash flow hedges (note 17) | $ 0 | $ 736 |
Total | 0 | 736 |
Financial Liabilities: | ||
Foreign currency forward contracts designated as cash flow hedges (note 17) | (185) | 0 |
Total | (185) | 0 |
Significant other observable inputs (Level 2) | ||
Financial Assets: | ||
Foreign currency forward contracts designated as cash flow hedges (note 17) | 0 | 736 |
Total | 0 | 736 |
Financial Liabilities: | ||
Foreign currency forward contracts designated as cash flow hedges (note 17) | (185) | 0 |
Total | $ (185) | $ 0 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Fair Value in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount of forward contracts held to sell U.S. dollars in exchange for Canadian dollars | $ 62,300 | $ 62,000 |
Accounts payable and accrued liabilities | Cash Flow Hedging | Designated As Hedging Instrument | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Liability | $ (185) | |
Prepaid expenses and other current assets | Cash Flow Hedging | Designated As Hedging Instrument | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 736 | |
Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Contract maturity | 1 month | |
Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Contract maturity | 12 months |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Effects on Income and Other Comprehensive Income (OCI) (Details) - Cash Flow Hedging - Foreign currency forward contracts - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivatives, Fair Value [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | $ (2,261) | ||
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | $ 22 | $ (647) | |
Operating Expenses | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (1,340) | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (2,033) | $ 1,846 |
SPECIAL CHARGES (RECOVERIES) -
SPECIAL CHARGES (RECOVERIES) - Schedule of Special Charges Related to Restructuring Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Acquisition-related costs | $ 13,750 | $ 5,625 | $ 4,805 |
Other charges (recoveries) | 5,011 | 983 | 6,766 |
Total | 100,428 | 35,719 | 29,211 |
COVID-19 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | 53,616 | 0 | 0 |
Fiscal 2020 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | 26,680 | 0 | 0 |
Fiscal 2019 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | 1,516 | 28,318 | 0 |
Fiscal 2018 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | 87 | 515 | 10,154 |
Restructuring Plans prior to Fiscal 2018 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | $ (232) | $ 278 | $ 7,486 |
SPECIAL CHARGES (RECOVERIES) _2
SPECIAL CHARGES (RECOVERIES) - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | $ 5,011 | $ 983 | $ 6,766 |
Acquisition-related costs | 13,750 | 5,625 | 4,805 |
ROU asset accelerated amortization | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 700 | ||
Miscellaneous other charges | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 4,300 | 1,400 | 4,900 |
System implementation costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 1,100 | 6,400 | |
Pre-acquisition sales and use tax liabilities becoming statute barred | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | $ (1,500) | (2,200) | |
Pre-acquisition sales and use tax liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | $ (2,300) | ||
COVID-19 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges recorded to date | 53,600 | ||
COVID-19 Restructuring Plan | ROU asset accelerated amortization | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 27,200 | ||
COVID-19 Restructuring Plan | Facility costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 5,400 | ||
Fiscal 2020 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges recorded to date | 26,700 | ||
Fiscal 2020 Restructuring Plan | ROU asset accelerated amortization | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 9,700 | ||
Fiscal 2020 Restructuring Plan | Facility costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 4,300 | ||
Fiscal 2019 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges recorded to date | 29,800 | ||
Fiscal 2018 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges recorded to date | 10,800 | ||
Minimum | COVID-19 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected cost | 62,000 | ||
Minimum | Fiscal 2020 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected cost | 36,000 | ||
Maximum | COVID-19 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected cost | 75,000 | ||
Maximum | Fiscal 2020 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected cost | $ 44,000 |
SPECIAL CHARGES (RECOVERIES) _3
SPECIAL CHARGES (RECOVERIES) - Schedule of Restructuring Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Accounting Standards update | us-gaap:AccountingStandardsUpdate201602Member | |
COVID-19 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | $ 0 | |
Accruals and adjustments | 21,021 | |
Cash payments | (3,930) | |
Foreign exchange and other non-cash adjustments | 357 | |
Balance, end | 17,448 | $ 0 |
COVID-19 Restructuring Plan | Workforce reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 0 | |
Accruals and adjustments | 8,702 | |
Cash payments | (3,609) | |
Foreign exchange and other non-cash adjustments | 79 | |
Balance, end | 5,172 | 0 |
COVID-19 Restructuring Plan | Facility costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 0 | |
Accruals and adjustments | 12,319 | |
Cash payments | (321) | |
Foreign exchange and other non-cash adjustments | 278 | |
Balance, end | 12,276 | 0 |
Fiscal 2020 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 0 | |
Accruals and adjustments | 12,727 | |
Cash payments | (4,673) | |
Foreign exchange and other non-cash adjustments | (36) | |
Balance, end | 8,018 | 0 |
Fiscal 2020 Restructuring Plan | Workforce reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 0 | |
Accruals and adjustments | 5,993 | |
Cash payments | (4,412) | |
Foreign exchange and other non-cash adjustments | (5) | |
Balance, end | 1,576 | 0 |
Fiscal 2020 Restructuring Plan | Facility costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 0 | |
Accruals and adjustments | 6,734 | |
Cash payments | (261) | |
Foreign exchange and other non-cash adjustments | (31) | |
Balance, end | 6,442 | 0 |
Fiscal 2019 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 7,107 | |
Accruals and adjustments | 1,516 | |
Cash payments | (2,808) | |
Foreign exchange and other non-cash adjustments | (126) | |
Balance, end | 401 | 7,107 |
Fiscal 2019 Restructuring Plan | Workforce reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 1,819 | |
Accruals and adjustments | 523 | |
Cash payments | (1,718) | |
Foreign exchange and other non-cash adjustments | (223) | |
Balance, end | 401 | 1,819 |
Fiscal 2019 Restructuring Plan | Facility costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 5,288 | |
Accruals and adjustments | 993 | |
Cash payments | (1,090) | |
Foreign exchange and other non-cash adjustments | 97 | |
Balance, end | 0 | 5,288 |
Fiscal 2018 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 636 | |
Accruals and adjustments | 87 | |
Cash payments | (187) | |
Foreign exchange and other non-cash adjustments | (10) | |
Balance, end | 40 | 636 |
Fiscal 2018 Restructuring Plan | Workforce reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 150 | |
Accruals and adjustments | (62) | |
Cash payments | (39) | |
Foreign exchange and other non-cash adjustments | (9) | |
Balance, end | 40 | 150 |
Fiscal 2018 Restructuring Plan | Facility costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 486 | |
Accruals and adjustments | 149 | |
Cash payments | (148) | |
Foreign exchange and other non-cash adjustments | (1) | |
Balance, end | 0 | 486 |
Adjustment for Topic 842 (note 1 and note 6) | Fiscal 2019 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | (5,288) | |
Balance, end | (5,288) | |
Adjustment for Topic 842 (note 1 and note 6) | Fiscal 2019 Restructuring Plan | Workforce reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 0 | |
Balance, end | 0 | |
Adjustment for Topic 842 (note 1 and note 6) | Fiscal 2019 Restructuring Plan | Facility costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | (5,288) | |
Balance, end | (5,288) | |
Adjustment for Topic 842 (note 1 and note 6) | Fiscal 2018 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | (486) | |
Balance, end | (486) | |
Adjustment for Topic 842 (note 1 and note 6) | Fiscal 2018 Restructuring Plan | Workforce reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | 0 | |
Balance, end | 0 | |
Adjustment for Topic 842 (note 1 and note 6) | Fiscal 2018 Restructuring Plan | Facility costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance, beginning | $ (486) | |
Balance, end | $ (486) |
ACQUISITIONS - Acquisition of X
ACQUISITIONS - Acquisition of XMedius (Details) - USD ($) $ in Thousands | Mar. 09, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Acquisition-related costs | 13,750 | $ 5,625 | $ 4,805 | |
XMedius | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 73,300 | |||
Goodwill | 49,633 | |||
Goodwill expected to be tax deductible | 100 | |||
Deferred revenue | 18,500 | |||
Deferred revenue adjustment | 2,700 | |||
Acquired receivables, fair value | 6,400 | |||
Acquired receivables, gross contractual amount | 6,700 | |||
Acquired receivables, estimated uncollectible | $ 300 | |||
Acquisition-related costs | $ 800 |
ACQUISITIONS - Acquisition of_2
ACQUISITIONS - Acquisition of XMedius, Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 09, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
XMedius | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 8,542 | |||
Non-current tangible assets | 3,792 | |||
Liabilities assumed | (35,685) | |||
Total identifiable net assets | 23,702 | |||
Goodwill | 49,633 | |||
Net assets acquired | 73,335 | |||
XMedius | Customer assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 35,910 | |||
XMedius | Technology assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 11,143 |
ACQUISITIONS - Acquisition of C
ACQUISITIONS - Acquisition of Carbonite (Details) - USD ($) $ in Thousands | Dec. 24, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Acquisition-related costs | 13,750 | $ 5,625 | $ 4,805 | |
Carbonite | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 1,400,000 | |||
Goodwill | 853,162 | |||
Goodwill expected to be tax deductible | 6,900 | |||
Deferred revenue | 171,000 | |||
Deferred revenue adjustment | 74,700 | |||
Acquired receivables, fair value | 45,700 | |||
Acquired receivables, gross contractual amount | 47,100 | |||
Acquired receivables, estimated uncollectible | $ 1,400 | |||
Acquisition-related costs | $ 9,200 |
ACQUISITIONS - Acquisition of_3
ACQUISITIONS - Acquisition of Carbonite, Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 24, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Carbonite | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 129,779 | |||
Cash | 62,900 | |||
Restricted cash | 2,400 | |||
Non-current tangible assets | 105,762 | |||
Liabilities assumed | (557,779) | |||
Total identifiable net assets | 517,262 | |||
Goodwill | 853,162 | |||
Net assets acquired | 1,370,424 | |||
Carbonite | Customer assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 549,500 | |||
Carbonite | Technology assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 290,000 |
ACQUISITIONS - Acquisition of_4
ACQUISITIONS - Acquisition of Carbonite, Unaudited Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | |||
Amortization of intangible assets | $ 205,717 | $ 183,385 | $ 185,868 |
Carbonite | |||
Business Acquisition [Line Items] | |||
Revenues | 235,374 | ||
Net Loss | (49,322) | ||
Total Revenues | 3,351,338 | 3,226,128 | |
Net Income | 171,297 | 75,498 | |
Acquisition-related costs | Carbonite | |||
Business Acquisition [Line Items] | |||
Special charges | 16,600 | ||
Amortization of intangible assets | $ 99,000 | ||
Expenses incurred | 127,000 | ||
Expenses incurred, tax | 33,000 | ||
Expenses incurred, accelerated vesting of equity awards | 74,000 | ||
Expenses incurred, transaction fees | 29,000 | ||
Expenses incurred, extinguishment of debt and interest rate swaps | 21,000 | ||
Expenses incurred, employee severance costs | $ 3,000 |
ACQUISITIONS - Acquisition of D
ACQUISITIONS - Acquisition of Dynamic Solutions Group, Inc (The Fax Guys) (Details) - The Fax Guys $ in Millions | Dec. 02, 2019USD ($) |
Business Acquisition [Line Items] | |
Purchase consideration | $ 5.1 |
Purchase consideration unpaid | $ 1 |
ACQUISITIONS - Acquisition of_5
ACQUISITIONS - Acquisition of Catalyst Repository Systems Inc. (Details) - USD ($) $ in Thousands | Jan. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Catalyst Repository Systems Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 71,400 | |||
Cash consideration | 70,800 | |||
Purchase consideration unpaid | 600 | |||
Goodwill | 31,607 | |||
Goodwill expected to be tax deductible | 3,100 | |||
Deferred revenue | 800 | |||
Acquired receivables, fair value | 10,800 | |||
Acquired receivables, gross contractual amount | 11,800 | |||
Acquired receivables, estimated uncollectible | $ 1,000 | |||
Purchase price adjustment | $ 600 |
ACQUISITIONS - Acquisition of_6
ACQUISITIONS - Acquisition of Catalyst Repository Systems Inc. Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 31, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Catalyst Repository Systems Inc | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 9,699 | |||
Non-current tangible assets | 5,754 | |||
Liabilities assumed | (17,891) | |||
Total identifiable net assets | 39,827 | |||
Goodwill | 31,607 | |||
Net assets acquired | 71,434 | |||
Catalyst Repository Systems Inc | Customer assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 30,607 | |||
Catalyst Repository Systems Inc | Technology assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 11,658 |
ACQUISITIONS - Acquisition of L
ACQUISITIONS - Acquisition of Liaison Technologies, Inc. (Details) - USD ($) $ in Thousands | Dec. 17, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Liaison Technologies Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 310,600 | |||
Goodwill | 164,434 | |||
Goodwill expected to be tax deductible | 2,200 | |||
Deferred revenue | 7,600 | |||
Acquired receivables, fair value | 20,500 | |||
Acquired receivables, gross contractual amount | 22,200 | |||
Acquired receivables, estimated uncollectible | $ 1,700 |
ACQUISITIONS - Acquisition of_7
ACQUISITIONS - Acquisition of Liaison Technologies, Inc., Purchase Price Allocation (Details) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 17, 2018 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Liaison Technologies Inc. | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 23,006 | |||
Non-current tangible assets | 5,168 | |||
Liabilities assumed | (57,265) | |||
Total identifiable net assets | 146,209 | |||
Goodwill | 164,434 | |||
Net assets acquired | 310,643 | |||
Liaison Technologies Inc. | Customer assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 68,300 | |||
Liaison Technologies Inc. | Technology assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 107,000 |
ACQUISITIONS - Acquisition of H
ACQUISITIONS - Acquisition of Hightail (Details) - USD ($) | Feb. 14, 2018 | Sep. 14, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,672,356,000 | $ 3,769,908,000 | $ 3,580,129,000 | ||
Hightail | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 20,500,000 | ||||
Goodwill | 7,293,000 | ||||
Goodwill expected to be tax deductible | 0 | ||||
Deferred revenue | 5,200,000 | ||||
Deferred revenue adjustment | 2,000,000 | ||||
Acquired receivables, fair value | 700,000 | ||||
Acquired receivables, gross contractual amount | 800,000 | ||||
Acquired receivables, estimated uncollectible | $ 100,000 | ||||
Guidance Software Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 240,538,000 | ||||
Goodwill | 129,800,000 | ||||
Goodwill expected to be tax deductible | 1,900,000 | ||||
Deferred revenue | 26,600,000 | ||||
Deferred revenue adjustment | 7,600,000 | ||||
Acquired receivables, fair value | 10,300,000 | ||||
Acquired receivables, gross contractual amount | 11,800,000 | ||||
Acquired receivables, estimated uncollectible | $ 1,500,000 |
ACQUISITIONS - Acquisition of_8
ACQUISITIONS - Acquisition of Hightail, Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Feb. 14, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Hightail | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 1,290 | |||
Non-current tangible assets | 1,270 | |||
Liabilities assumed | (6,418) | |||
Total identifiable net assets | 13,242 | |||
Goodwill | 7,293 | |||
Net assets acquired | 20,535 | |||
Customer assets | Hightail | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 12,900 | |||
Technology assets | Hightail | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 4,200 |
ACQUISITIONS - Acquisition of G
ACQUISITIONS - Acquisition of Guidance Software (Details) - USD ($) $ in Thousands | Sep. 14, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Purchase Price Allocation | ||||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |||
Remeasurement gain | $ 0 | $ 0 | 841 | |||
Guidance Software Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 240,538 | |||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Cash consideration | 237,291 | |||||
Guidance shares already owned by OpenText through open market purchases (at fair value) | 3,247 | |||||
Purchase consideration | 240,538 | |||||
Purchase Price Allocation | ||||||
Current assets | 24,744 | |||||
Non-current tangible assets | 11,583 | |||||
Liabilities assumed | (48,670) | |||||
Total identifiable net assets | 110,738 | |||||
Goodwill | 129,800 | |||||
Net assets acquired | 240,538 | |||||
Cash acquired from acquisition | 5,700 | |||||
Goodwill expected to be tax deductible | 1,900 | |||||
Deferred revenue | 26,600 | |||||
Deferred revenue adjustment | 7,600 | |||||
Acquired receivables, fair value | 10,300 | |||||
Acquired receivables, gross contractual amount | 11,800 | |||||
Acquired receivables, estimated uncollectible | 1,500 | |||||
Remeasurement gain | $ 800 | |||||
Guidance Software Inc. | Appraisal Proceedings | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Loss contingency accrual | 2,300 | $ 2,300 | $ 10,800 | |||
Guidance Software Inc. | Customer assets | ||||||
Purchase Price Allocation | ||||||
Intangible assets | 71,230 | |||||
Guidance Software Inc. | Technology assets | ||||||
Purchase Price Allocation | ||||||
Intangible assets | $ 51,851 |
ACQUISITIONS - Appraisal Procee
ACQUISITIONS - Appraisal Proceedings (Details) - Appraisal Proceedings - Guidance Software Inc. - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Dec. 31, 2017 | Sep. 14, 2017 | Aug. 31, 2017 | |
Business Acquisition [Line Items] | |||
Shares outstanding at acquisition (in shares) | 1,519,569 | ||
Percent of shares outstanding | 5.00% | ||
Loss contingency accrual | $ 2.3 | $ 2.3 | $ 10.8 |
Share price (in dollars per share) | $ 7.10 | ||
Payments for legal settlements | $ 8.5 |
ACQUISITIONS - Acquisition of_9
ACQUISITIONS - Acquisition of Covisint Corporation (Details) - USD ($) $ in Thousands | Jul. 26, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Purchase Price Allocation | ||||
Goodwill | $ 4,672,356 | $ 3,769,908 | $ 3,580,129 | |
Covisint Corporation | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 102,800 | |||
Purchase Price Allocation | ||||
Current assets | 41,586 | |||
Non-current tangible assets | 3,426 | |||
Liabilities assumed | (23,033) | |||
Total identifiable net assets | 75,879 | |||
Goodwill | 26,905 | |||
Net assets acquired | 102,784 | |||
Cash acquired from acquisition | 31,500 | |||
Goodwill expected to be tax deductible | 26,800 | |||
Deferred revenue | 12,200 | |||
Deferred revenue adjustment | 4,600 | |||
Acquired receivables, fair value | 7,800 | |||
Acquired receivables, gross contractual amount | 7,900 | |||
Acquired receivables, estimated uncollectible | 100 | |||
Covisint Corporation | Customer assets | ||||
Purchase Price Allocation | ||||
Intangible assets | 36,600 | |||
Covisint Corporation | Technology assets | ||||
Purchase Price Allocation | ||||
Intangible assets | $ 17,300 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
SEGMENT INFORMATION - Revenue F
SEGMENT INFORMATION - Revenue From External Customers Attributed To Foreign Countries By Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 3,109,736 | $ 2,868,755 | $ 2,815,241 |
Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 149,457 | 153,890 | 149,812 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 1,719,877 | 1,490,863 | 1,425,244 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 186,756 | 182,815 | 201,821 |
Germany | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 195,286 | 203,403 | 198,253 |
Rest of EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 560,239 | 534,204 | 517,693 |
All other countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 298,121 | $ 303,580 | $ 322,418 |
SEGMENT INFORMATION - Entity-Wi
SEGMENT INFORMATION - Entity-Wide Disclosure On Geographic Areas, Long-Lived Assets In Individual Foreign Countries By Country (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 2,064,988 | $ 1,395,957 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 651,214 | 799,928 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,150,638 | 502,844 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 13,388 | 10,068 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 117,891 | 6,310 |
Rest of EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 75,183 | 31,455 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 56,674 | $ 45,352 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 3,883,455 | ||
Other comprehensive income (loss) before reclassifications, net of tax | (8,201) | $ (11,287) | $ (13,441) |
Amounts reclassified into net income, net of tax | 1,902 | 1,766 | (1,714) |
Total other comprehensive income (loss) net, for the period | (6,299) | (9,521) | (15,155) |
Ending balance | 4,005,390 | 3,883,455 | |
Foreign Currency Translation Adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 40,752 | 44,634 | 54,216 |
Other comprehensive income (loss) before reclassifications, net of tax | (7,784) | (3,882) | (9,582) |
Amounts reclassified into net income, net of tax | 0 | 0 | 0 |
Total other comprehensive income (loss) net, for the period | (7,784) | (3,882) | (9,582) |
Ending balance | 32,968 | 40,752 | 44,634 |
Cash Flow Hedges | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 541 | (969) | 864 |
Other comprehensive income (loss) before reclassifications, net of tax | (1,662) | 16 | (476) |
Amounts reclassified into net income, net of tax | 985 | 1,494 | (1,357) |
Total other comprehensive income (loss) net, for the period | (677) | 1,510 | (1,833) |
Ending balance | (136) | 541 | (969) |
Defined Benefit Pension Plans | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (17,169) | (10,020) | (6,897) |
Other comprehensive income (loss) before reclassifications, net of tax | 1,245 | (7,421) | (3,383) |
Amounts reclassified into net income, net of tax | 917 | 272 | 260 |
Total other comprehensive income (loss) net, for the period | 2,162 | (7,149) | (3,123) |
Ending balance | (15,007) | (17,169) | (10,020) |
Marketable Securities | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | 0 | 617 |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 | 0 |
Amounts reclassified into net income, net of tax | 0 | 0 | (617) |
Total other comprehensive income (loss) net, for the period | 0 | 0 | (617) |
Ending balance | 0 | 0 | 0 |
Accumulated Other Comprehensive Income | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 24,124 | 33,645 | 48,800 |
Ending balance | $ 17,825 | $ 24,124 | $ 33,645 |
SUPPLEMENTAL CASH FLOW DISCLO_3
SUPPLEMENTAL CASH FLOW DISCLOSURES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the period for interest | $ 146,698 | $ 138,631 | $ 132,799 |
Cash received during the period for interest | 11,768 | 8,014 | 1,672 |
Cash paid during the period for income taxes | $ 94,733 | $ 80,583 | $ 73,437 |
OTHER INCOME (EXPENSE), NET - S
OTHER INCOME (EXPENSE), NET - Schedule of Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange gains (losses) | $ (4,184) | $ (4,330) | $ 4,845 |
OpenText share in net income of equity investees (note 9) | 8,700 | 13,668 | 5,965 |
Income from long-term other receivable | 0 | 0 | 1,327 |
Gain on shares held in Guidance | 0 | 0 | 841 |
Gain from contractual settlement | 0 | 0 | 5,000 |
Loss on debt extinguishment | (17,854) | 0 | 0 |
Other miscellaneous income (expense) | 1,392 | 818 | (5) |
Total other income (expense), net | $ (11,946) | $ 10,156 | $ 17,973 |
OTHER INCOME (EXPENSE), NET - A
OTHER INCOME (EXPENSE), NET - Additional information (Details) - USD ($) $ in Thousands | Mar. 05, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 17,854 | $ 0 | $ 0 | |
Extinguishment of debt, unamortized debt issuance costs | 0 | 0 | 155 | |
Loss on extinguishment of debt | $ 17,854 | $ 0 | $ 0 | |
Senior Notes 2023 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 17,900 | |||
Extinguishment of debt, unamortized debt issuance costs | 6,700 | |||
Loss on extinguishment of debt | $ 11,200 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Basic earnings per share | |||
Net income attributable to OpenText | $ 234,225 | $ 285,501 | $ 242,224 |
Basic earnings per share attributable to OpenText (in dollars per share) | $ 0.86 | $ 1.06 | $ 0.91 |
Diluted earnings per share | |||
Net income attributable to OpenText | $ 234,225 | $ 285,501 | $ 242,224 |
Diluted earnings per share attributable to OpenText (in dollars per share) | $ 0.86 | $ 1.06 | $ 0.91 |
Weighted-average number of shares outstanding | |||
Basic (in shares) | 270,847 | 268,784 | 266,085 |
Effect of dilutive securities (in shares) | 970 | 1,124 | 1,407 |
Diluted (in shares) | 271,817 | 269,908 | 267,492 |
Excluded as anti-dilutive (in shares) | 3,001 | 2,759 | 2,770 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Director, Stephen Sadler | |||
Related Party Transaction [Line Items] | |||
Consultancy fees for business acquisition-related activities | $ 0.7 | $ 0.6 | $ 0.8 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Aug. 05, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Subsequent Event [Line Items] | ||||
Dividends declared per common share (in dollars per share) | $ 0.6984 | $ 0.6300 | $ 0.5478 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per common share (in dollars per share) | $ 0.1746 |
Uncategorized Items - a10-kq4x2
Label | Element | Value | [1] |
Restricted Cash | us-gaap_RestrictedCash | $ 4,413,000 | |
Restricted Cash | us-gaap_RestrictedCash | 1,049,000 | |
Restricted Cash | us-gaap_RestrictedCash | $ 2,534,000 | |
[1] | Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets |