Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | May 04, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OPEN TEXT CORP | |
Entity Central Index Key | 1,002,638 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | otex | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 263,925,641 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 449,000 | $ 1,283,757 |
Short-term investments | 2,698 | 11,839 |
Accounts receivable trade, net of allowance for doubtful accounts of $6,270 as of March 31, 2017 and $6,740 as of June 30, 2016 (note 3) | 360,272 | 285,904 |
Income taxes recoverable (note 14) | 20,051 | 31,752 |
Prepaid expenses and other current assets | 79,318 | 59,021 |
Total current assets | 911,339 | 1,672,273 |
Property and equipment (note 4) | 195,124 | 183,660 |
Goodwill (note 5) | 3,407,526 | 2,325,586 |
Acquired intangible assets (note 6) | 1,558,424 | 646,240 |
Deferred tax assets (note 14) | 1,222,386 | 241,161 |
Other assets (note 7) | 72,041 | 53,697 |
Deferred charges (note 8) | 56,684 | 22,776 |
Long-term income taxes recoverable (note 14) | 9,700 | 8,751 |
Total assets | 7,433,224 | 5,154,144 |
Current liabilities: | ||
Accounts payable and accrued liabilities (note 9) | 290,465 | 257,450 |
Current portion of long-term debt (note 10) | 232,760 | 8,000 |
Deferred revenues | 573,258 | 373,549 |
Income taxes payable (note 14) | 34,555 | 32,030 |
Total current liabilities | 1,131,038 | 671,029 |
Long-term liabilities: | ||
Accrued liabilities (note 9) | 40,501 | 29,848 |
Deferred credits (note 8) | 6,052 | 8,357 |
Pension liability (note 11) | 57,300 | 61,993 |
Long-term debt (note 10) | 2,388,805 | 2,137,987 |
Deferred revenues | 59,000 | 37,461 |
Long-term income taxes payable (note 14) | 149,825 | 149,041 |
Deferred tax liabilities (note 14) | 97,104 | 79,231 |
Total long-term liabilities | 2,798,587 | 2,503,918 |
Shareholders’ equity: | ||
Share capital (note 12) 263,750,312 and 242,809,354 Common Shares issued and outstanding at March 31, 2017 and June 30, 2016, respectively; authorized Common Shares: unlimited | 1,431,801 | 817,788 |
Additional paid-in capital | 165,635 | 147,280 |
Accumulated other comprehensive income | 43,281 | 46,310 |
Retained earnings | 1,886,115 | 992,546 |
Treasury stock, at cost (997,157 shares at March 31, 2017 and 1,267,294 at June 30, 2016, respectively) | (23,909) | (25,268) |
Total OpenText shareholders' equity | 3,502,923 | 1,978,656 |
Non-controlling interests | 676 | 541 |
Total shareholders’ equity | 3,503,599 | 1,979,197 |
Total liabilities and shareholders’ equity | $ 7,433,224 | $ 5,154,144 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable trade, allowance for doubtful accounts | $ 6,270 | $ 6,740 |
Common shares issued (in shares) | 263,750,312 | 242,809,354 |
Common shares outstanding (in shares) | 263,750,312 | 242,809,354 |
Treasury stock (in shares) | 997,157 | 1,267,294 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||||
License | $ 87,227 | $ 64,397 | $ 245,647 | $ 197,584 |
Cloud services and subscriptions | 177,109 | 147,505 | 521,857 | 444,394 |
Customer support | 263,436 | 183,636 | 693,298 | 553,440 |
Professional service and other | 65,358 | 45,005 | 166,701 | 145,007 |
Total revenues | 593,130 | 440,543 | 1,627,503 | 1,340,425 |
Cost of revenues: | ||||
License | 4,008 | 2,480 | 10,244 | 7,190 |
Cloud services and subscriptions | 77,225 | 61,298 | 220,667 | 179,132 |
Customer support | 34,442 | 22,427 | 87,529 | 64,624 |
Professional service and other | 55,529 | 37,599 | 137,167 | 114,038 |
Amortization of acquired technology-based intangible assets (note 6) | 39,285 | 17,630 | 87,268 | 56,244 |
Total cost of revenues | 210,489 | 141,434 | 542,875 | 421,228 |
Gross profit | 382,641 | 299,109 | 1,084,628 | 919,197 |
Operating expenses: | ||||
Research and development | 77,086 | 48,160 | 200,379 | 140,310 |
Sales and marketing | 117,498 | 84,600 | 315,297 | 248,420 |
General and administrative | 44,828 | 37,731 | 122,939 | 107,067 |
Depreciation | 16,557 | 13,754 | 47,128 | 39,998 |
Amortization of acquired customer-based intangible assets (note 6) | 40,825 | 27,966 | 108,248 | 83,564 |
Special charges (recoveries) (note 17) | 20,586 | (1,671) | 44,157 | 24,754 |
Total operating expenses | 317,380 | 210,540 | 838,148 | 644,113 |
Income from operations | 65,261 | 88,569 | 246,480 | 275,084 |
Other income (expense), net | 1,424 | 2,120 | 4,565 | (1,832) |
Interest and other related expense, net | (31,734) | (16,228) | (86,752) | (54,461) |
Income before income taxes | 34,951 | 74,461 | 164,293 | 218,791 |
Provision for (recovery of) income taxes (note 14) | 13,239 | 5,353 | (815,364) | 20,629 |
Net income for the period | 21,712 | 69,108 | 979,657 | 198,162 |
Net (income) loss attributable to non-controlling interests | (96) | 7 | (135) | (75) |
Net income attributable to OpenText | $ 21,616 | $ 69,115 | $ 979,522 | $ 198,087 |
Earnings per share—basic attributable to OpenText (in dollars per share) | $ 0.08 | $ 0.29 | $ 3.91 | $ 0.82 |
Earnings per share—diluted attributable to OpenText (in dollars per share) | $ 0.08 | $ 0.28 | $ 3.88 | $ 0.81 |
Weighted average number of Common Shares outstanding—basic (in shares) | 263,329 | 242,318 | 250,538 | 243,028 |
Weighted average number of Common Shares outstanding—diluted (in shares) | 265,440 | 243,412 | 252,469 | 244,088 |
Dividends declared per Common Share (in dollars per share) | $ 0.115 | $ 0.1 | $ 0.345 | $ 0.3 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF INCOME CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) | Jan. 24, 2017 | Dec. 21, 2016 |
Income Statement [Abstract] | ||
Stock split ratio | 2 | 2 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income for the period | $ 21,712 | $ 69,108 | $ 979,657 | $ 198,162 |
Other comprehensive income—net of tax: | ||||
Net foreign currency translation adjustments | 2,725 | 988 | (7,582) | (40) |
Unrealized gain (loss) on cash flow hedges: | ||||
Unrealized gain (loss) - net of tax expense (recovery) effect of $125 and $763 for the three months ended March 31, 2017 and 2016, respectively; ($254) and ($974) for the nine months ended March 31, 2017 and 2016, respectively | 348 | 2,115 | (705) | (2,704) |
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of $14 and $391 for the three months ended March 31, 2017 and 2016, respectively; ($24) and $869 for the nine months ended March 31, 2017 and 2016, respectively | 40 | 1,086 | (68) | 2,412 |
Actuarial gain (loss) relating to defined benefit pension plans: | ||||
Actuarial gain (loss) - net of tax expense (recovery) effect of ($64) and ($842) for the three months ended March 31, 2017 and 2016, respectively; $420 and ($632) for the nine months ended March 31, 2017 and 2016, respectively | 686 | (1,848) | 5,047 | (87) |
Amortization of actuarial loss into net income - net of tax recovery effect of $59 and $33 for the three months ended March 31, 2017 and 2016, respectively; $178 and $99 for the nine months ended March 31, 2017 and 2016, respectively | 139 | 88 | 420 | 261 |
Unrealized net gain (loss) on short-term investments - net of tax effect of nil for the three and nine months ended March 31, 2017 and 2016, respectively | (541) | (557) | (141) | (422) |
Total other comprehensive income (loss) net, for the period | 3,397 | 1,872 | (3,029) | (580) |
Total comprehensive income | 25,109 | 70,980 | 976,628 | 197,582 |
Comprehensive (income) loss attributable to non-controlling interests | (96) | 7 | (135) | (75) |
Total comprehensive income attributable to OpenText | $ 25,013 | $ 70,987 | $ 976,493 | $ 197,507 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on cash flow hedges, tax effect | $ 125,000 | $ 763,000 | $ (254,000) | $ (974,000) |
Gain (loss) reclassified into net income, tax effect | 14,000 | 391,000 | (24,000) | 869,000 |
Actuarial gain (loss), tax effect | (64,000) | (842,000) | 420,000 | (632,000) |
Amortization of actuarial loss into net income, tax effect | 59,000 | 33,000 | 178,000 | 99,000 |
Unrealized net gain (loss) on short-term investments, tax effect | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income for the period | $ 979,657,000 | $ 198,162,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 242,644,000 | 179,806,000 |
Share-based compensation expense | 22,373,000 | 19,080,000 |
Excess tax (benefits) on share-based compensation expense | (1,586,000) | (257,000) |
Pension expense | 2,953,000 | 3,459,000 |
Amortization of debt issuance costs | 3,781,000 | 3,470,000 |
Amortization of deferred charges and credits | 6,438,000 | 7,250,000 |
Loss on sale and write down of property and equipment | 0 | 1,108,000 |
Deferred taxes | (890,244,000) | (15,692,000) |
Share in net (income) of equity investees | (6,153,000) | 0 |
Write off of unamortized debt issuance costs | 833,000 | 0 |
Other non-cash charges | 1,033,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (37,095,000) | 22,152,000 |
Prepaid expenses and other current assets | (6,234,000) | (2,589,000) |
Income taxes and deferred charges and credits | 1,570,000 | 3,290,000 |
Accounts payable and accrued liabilities | 16,521,000 | (27,434,000) |
Deferred revenue | 6,917,000 | 12,564,000 |
Other assets | (6,635,000) | 2,233,000 |
Net cash provided by operating activities | 336,773,000 | 406,602,000 |
Cash flows from investing activities: | ||
Additions of property and equipment | (50,071,000) | (48,897,000) |
Proceeds from maturity of short-term investments | 9,212,000 | 9,239,000 |
Other investing activities | (3,013,000) | (6,124,000) |
Net cash used in investing activities | (2,158,519,000) | (81,572,000) |
Cash flows from financing activities: | ||
Excess tax benefits on share-based compensation expense | 1,586,000 | 257,000 |
Proceeds from issuance of long-term debt (note 10) | 256,875,000 | 0 |
Proceeds from revolver (note 10) | 225,000,000 | 0 |
Proceeds from issuance of Common Shares from exercise of stock options and ESPP | 26,668,000 | 11,828,000 |
Proceeds from issuance of Common Shares under the public Equity Offering | 604,223,000 | 0 |
Repayment of long-term debt and revolver | (5,940,000) | (6,000,000) |
Debt issuance costs | (6,200,000) | 0 |
Equity issuance costs | (19,472,000) | 0 |
Payments of dividends to shareholders | (85,953,000) | (71,627,000) |
Net cash provided by (used in) financing activities | 992,542,000 | (141,678,000) |
Foreign exchange (loss) on cash held in foreign currencies | (5,553,000) | (5,946,000) |
Increase (decrease) in cash and cash equivalents during the period | (834,757,000) | 177,406,000 |
Cash and cash equivalents at beginning of the period | 1,283,757,000 | 699,999,000 |
Cash and cash equivalents at end of the period | 449,000,000 | 877,405,000 |
Common Shares | ||
Cash flows from financing activities: | ||
Common Shares repurchased | 0 | (65,509,000) |
Treasury Stock | ||
Cash flows from financing activities: | ||
Common Shares repurchased | (4,245,000) | (10,627,000) |
ECD Business | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (1,622,394,000) | 0 |
HP Inc. CCM Business | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (315,000,000) | 0 |
Recommind Inc | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (170,107,000) | 0 |
CEM Business | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (7,289,000) | 0 |
ANXeBusiness Corp. | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | 143,000 | 0 |
Daegis Inc. | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | 0 | (22,146,000) |
Acquisitions Prior to Fiscal 2016 | ||
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | $ 0 | $ (13,644,000) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying Condensed Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as "OpenText" or the "Company". We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd. (OT South Africa), GXS, Inc. (GXS Korea) and EC1 Pte. Ltd. (GXS Singapore), which as of March 31, 2017 , were 90% , 85% and 81% owned, respectively, by OpenText. All inter-company balances and transactions have been eliminated. Throughout this Quarterly Report on Form 10-Q: (i) the term “Fiscal 2017” means our fiscal year beginning on July 1, 2016 and ending June 30, 2017; (ii) the term “Fiscal 2016” means our fiscal year beginning on July 1, 2015 and ended June 30, 2016; (iii) the term “Fiscal 2015” means our fiscal year beginning on July 1, 2014 and ended June 30, 2015; and (iv) the term "Fiscal 2014" means our fiscal year beginning on July 1, 2013 and ended June 30, 2014. These Condensed Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the financial results of Recommind, Inc. (Recommind), with effect from July 20, 2016, certain customer communication management software and services assets and liabilities acquired from HP Inc. (CCM Business), with effect from July 31, 2016, and certain assets and liabilities of the enterprise content division of Dell-EMC (ECD Business), with effect from January 23, 2017 (see note 18 "Acquisitions"). Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements . These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. In particular, significant estimates, judgments and assumptions include those related to: (i) revenue recognition, (ii) allowance for doubtful accounts, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) 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, (xi) the valuation of pension assets and obligations, and (xii) accounting for income taxes. Share Split As a result of the two -for-one share split, effected January 24, 2017 by way of a share sub-division, all current and historical period per share data and number of Common Shares outstanding in these accompanying Condensed Consolidated Financial Statements and the Notes to the Condensed Consolidated Financial Statements are presented on a post share split basis. See note 12 "Share Capital, Option Plans and Share-based Payments" for additional information about the share split. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-07, “Compensation-Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07). This ASU requires entities to disaggregate the service cost component from the other components of net periodic benefit costs and present the service cost component in the same line item as where other current compensation costs for related employees are recorded in the income statement. ASU 2017-07 also requires that the other components of net periodic benefit costs be presented elsewhere in the income statement and outside of income from operations, if that subtotal is presented. Currently we record our net periodic pension costs, including service cost, as a component of compensation expense all within income from operations. ASU 2017-07 is effective for us in our first quarter of our fiscal year ending June 30, 2019, on a retroactive basis, with early adoption permitted. We are currently evaluating the impact of ASU 2017-07 on our Condensed Consolidated Financial Statements. Definition of a Business In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the definition of a Business" (ASU 2017-01) which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for us for acquisitions commencing on or after the first quarter of our fiscal year ending June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date. We have not early adopted ASU 2017-01 as yet. Share-based Compensation In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the presentation within the statement of cash flows for certain components of share-based awards. The standard is effective for us during the first quarter of our fiscal year ending June 30, 2018, with early adoption permitted. While we are still evaluating the impact of ASU 2016-09, we currently believe the most significant impact of this ASU on our consolidated financial statements relate to the treatment of excess tax deficiencies or benefits as a component of income tax expense or (recovery). Under current U.S. GAAP, such amounts are recorded either as an offset to accumulated excess tax benefits or recognized in additional paid in capital. Under the ASU these amounts will directly impact our provision for income taxes. Although historically, over the past three fiscal years, our excess tax benefits on share-based compensation has not been material and we don’t anticipate that our provision for income taxes will be materially impacted by the pending adoption of ASU 2016-09, we note that the amount of excess tax benefits or deficiencies recorded are in part based on the movement of our share price over time as well as on the timing of when employees exercise their share-based compensation awards, both of which are out of the Company’s control and vary from period to period. Investments-Equity Method and Joint Ventures In March 2016, the FASB issued ASU No. 2016-07, "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to Equity Method of Accounting" (ASU 2016-07). The amendments in this update require that the equity method investor add the cost of acquiring any additional interest in an investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Upon qualifying for equity method accounting, no retroactive adjustment of the investment is required. We adopted ASU 2016-07 in the first quarter of our Fiscal 2017. The adoption did not have a material impact on our reported financial position or results of operations and cash flows. Leases In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (ASU 2016-02), which supersedes the guidance in former Accounting Standards Codification (ASC) Topic 840 “Leases”. The most significant change will result in the recognition of lease assets for the right to use the underlying asset and lease liabilities for the obligation to make lease payments by lessees, for those leases classified as operating leases under current guidance. The new guidance will also require significant additional disclosures about the amount, timing and uncertainty of cash flows related to leases. This standard is effective for us for our fiscal year ending June 30, 2020, with early adoption permitted. Upon adoption of ASU 2016-02, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We have formed a sub-committee consisting of internal members from various departments to assess the effect that the pending adoption of ASU 2016-02 will have on our Condensed Consolidated Balance Sheets. Although the sub-committee has not completed their assessment, we expect that the vast majority of the impact is expected to come from our facility leases, and we are currently analyzing the effects of adopting the standard and whether or not the effects will be material. We are also currently evaluating to what extent we want to make use of the practical expedients included in the standard. The financial statement impact of the new standard will depend on the lease agreements in effect at the time of adoption. It is expected that most of our operating lease commitments will be recognized as right of use assets and operating lease liabilities, which will increase our total assets and total liabilities, as reported on our Consolidated Balance Sheet, relative to such amounts prior to adoption. Based on the limited assessment of the impact of Topic 842 performed to date, we currently do not know and are not able to reasonably estimate the impact on our consolidated financial statements. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-04, ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, (collectively referred to as Topic 606). These updates supersede the revenue recognition requirements in ASC Topic 605, "Revenue Recognition" and nearly all other existing revenue recognition guidance under U.S. GAAP. The core principal of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 identifies five steps to be followed to achieve this core principal, which include (i) identifying contract(s) with customers, (ii) identifying performance obligations in the contract(s), (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract(s) and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The new guidance will be effective for us in the first quarter of our fiscal year ending June 30, 2019. Topic 606 can be applied either: (i) retrospectively to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09 or (ii) retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined within ASU 2014-09. We are currently evaluating the effect that the pending adoption of Topic 606 will have on our Condensed Consolidated Financial Statements and related disclosures. Further, we have not yet selected a transition method. Currently, we are still assessing the following: • the volume of contracts that will be affected by the different policy changes stemming from Topic 606 upon adoption; and • the potential changes in business practices that may result from the adoption of the new policies stemming from Topic 606 upon adoption. To date, we have established a project team with the primary objective of evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures, and recommending the transition method to adopt. We are utilizing a bottoms-up approach to analyzing the impact of the new standard on our contracts by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. In parallel, we are assessing the changes to our business processes, systems and controls in order to support the recognition and disclosure under the new standard. While we are continuing to assess all potential impacts of the new revenue recognition standard, we currently believe the most significant impacts will relate to our accounting for implementation services on cloud arrangements, and accounting for on premise subscription offerings. We expect to start quantifying any impact of the new standard in the near term. Under current U.S. GAAP, fees charged for professional services to implement hosted software within a cloud arrangement are deferred and amortized over the estimated customer life because the activities are not deemed to be a separate element for which stand-alone value exists. The requirements for the identification of distinct performance obligations within a contract have changed under the new revenue recognition standard. Under this new standard we will be required to recognize certain implementation services that meet the criteria of being distinct as a separate performance obligation from the on-going cloud arrangement with corresponding revenues recognized as the services are provided to the customer. Costs relating to these implementation services will be expensed as they are incurred. Under current U.S. GAAP, revenue attributable to subscription services related to on premise offerings is recognized ratably over the term of the arrangement because vendor-specific objective evidence (VSOE) does not exist for the undelivered maintenance and support element as it is not sold separately. The requirement to have VSOE for undelivered elements to enable the separation of the delivered software licenses is eliminated under the new revenue recognition standard. Accordingly, under this new standard we will be required to recognize as revenue a portion of the arrangement fee upon delivery of the initial software at the outset of the arrangement. This difference will result in allocating a transaction price to the software component of a subscription offering and thus an earlier recognition of that transaction price. There have been no other significant changes in our reported financial position or results of operations and cash flows as a result of our adoption of new accounting pronouncements or changes to our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2016. |
Allowance For Doubtful Accounts
Allowance For Doubtful Accounts | 9 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ALLOWANCE FOR DOUBTFUL ACCOUNTS Balance as of June 30, 2016 $ 6,740 Bad debt expense 4,473 Write-off /adjustments (4,943 ) Balance as of March 31, 2017 $ 6,270 Included in accounts receivable are unbilled receivables in the amount of $50.3 million as of March 31, 2017 ( June 30, 2016 — $35.6 million ). |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT As of March 31, 2017 Cost Accumulated Depreciation Net Furniture and fixtures $ 22,656 $ (14,495 ) $ 8,161 Office equipment 1,214 (593 ) 621 Computer hardware 151,648 (100,717 ) 50,931 Computer software 59,000 (31,554 ) 27,446 Capitalized software development costs 63,845 (25,372 ) 38,473 Leasehold improvements 67,682 (36,905 ) 30,777 Land and buildings 48,425 (9,710 ) 38,715 Total $ 414,470 $ (219,346 ) $ 195,124 As of June 30, 2016 Cost Accumulated Depreciation Net Furniture and fixtures $ 20,462 $ (12,505 ) $ 7,957 Office equipment 823 (226 ) 597 Computer hardware 134,688 (89,351 ) 45,337 Computer software 51,991 (25,134 ) 26,857 Capitalized software development costs 53,540 (16,830 ) 36,710 Leasehold improvements 57,061 (30,743 ) 26,318 Land and buildings 48,529 (8,645 ) 39,884 Total $ 367,094 $ (183,434 ) $ 183,660 |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2017 | |
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, 2016: Balance as of June 30, 2016 $ 2,325,586 Acquisition of Recommind (note 18) 93,985 Acquisition of CCM Business (note 18) 173,198 Acquisition of ECD Business (note 18) 819,366 Adjustments relating to prior acquisitions (note 18) (3,334 ) Adjustments on account of foreign exchange (1,275 ) Balance as of March 31, 2017 $ 3,407,526 |
Acquired Intangible Assets
Acquired Intangible Assets | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ACQUIRED INTANGIBLE ASSETS | ACQUIRED INTANGIBLE ASSETS As of March 31, 2017 Cost Accumulated Amortization Net Technology assets $ 935,373 $ (234,116 ) $ 701,257 Customer assets 1,230,806 (373,639 ) 857,167 Total $ 2,166,179 $ (607,755 ) $ 1,558,424 As of June 30, 2016 Cost Accumulated Amortization Net Technology assets $ 359,573 $ (155,848 ) $ 203,725 Customer assets 790,506 (347,991 ) 442,515 Total $ 1,150,079 $ (503,839 ) $ 646,240 The above balances as of March 31, 2017 have been reduced to reflect the impact of intangible assets relating to acquisitions where the gross cost has become fully amortized during the nine months ended March 31, 2017. The impact of this resulted in a reduction of $9.0 million related to Technology assets and $82.6 million related to Customer assets. The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and eight 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, 2017 (three months ended June 30) $ 85,881 2018 338,332 2019 310,933 2020 239,419 2021 165,212 2022 and beyond 418,647 Total $ 1,558,424 |
Other Assets
Other Assets | 9 Months Ended |
Mar. 31, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS As of March 31, 2017 As of June 30, 2016 Deposits and restricted cash $ 14,542 $ 10,715 Deferred implementation costs 24,380 18,116 Investments 25,493 18,062 Long-term prepaid expenses and other long-term assets 7,626 6,804 Total $ 72,041 $ 53,697 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. Deferred implementation costs relate to deferred direct and relevant costs on implementation of long-term contracts, to the extent such costs can be recovered through guaranteed contract revenues. Investments relate to certain non-marketable equity securities in which we are a limited partner. Our interest, individually, 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 Condensed Consolidated Statements of Income. During the three and nine months ended March 31, 2017 , our share of income from these investments was $0.2 million and $6.2 million , respectively ( three and nine months ended March 31, 2016 — nil , respectively). Long-term prepaid expenses and other long-term assets primarily relate to advance payments on long-term licenses that are being amortized over the applicable terms of the licenses. |
Deferred Charges and Credits
Deferred Charges and Credits | 9 Months Ended |
Mar. 31, 2017 | |
Deferred Costs [Abstract] | |
DEFERRED CHARGES AND CREDITS | DEFERRED CHARGES AND CREDITS Deferred charges and credits relate to cash taxes payable and the elimination of deferred tax balances relating to legal entity consolidations completed as part of internal reorganizations of our international subsidiaries. Deferred charges and credits are amortized to income tax expense over periods of 6 to 15 years. |
Accounts Payable And Accrued Li
Accounts Payable And Accrued Liabilities | 9 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Current liabilities Accounts payable and accrued liabilities are comprised of the following: As of March 31, 2017 As of June 30, 2016 Accounts payable—trade $ 47,497 $ 35,804 Accrued salaries and commissions 90,814 77,813 Accrued liabilities 114,845 113,272 Accrued interest on Senior Notes 25,246 23,562 Amounts payable in respect of restructuring and other Special charges 10,234 5,109 Asset retirement obligations 1,829 1,890 Total $ 290,465 $ 257,450 Long-term accrued liabilities As of March 31, 2017 As of June 30, 2016 Amounts payable in respect of restructuring and other Special charges $ 1,829 $ 3,986 Other accrued liabilities* 27,793 19,138 Asset retirement obligations 10,879 6,724 Total $ 40,501 $ 29,848 * Other accrued liabilities consist primarily of tenant allowances, deferred rent and lease fair value adjustments relating to certain facilities acquired through business acquisitions. Asset retirement obligations We are required to return certain of our leased facilities to their original state at the conclusion of our lease. As of March 31, 2017 , the present value of this obligation was $12.7 million ( June 30, 2016 — $8.6 million ), with an undiscounted value of $14.2 million ( June 30, 2016 — $9.2 million ). |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Mar. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt Long-term debt is comprised of the following: As of March 31, 2017 As of June 30, 2016 Total debt Senior Notes 2026 $ 850,000 $ 600,000 Senior Notes 2023 800,000 800,000 Term Loan B 774,060 780,000 Revolver 225,000 — Total principal payments due 2,649,060 2,180,000 Premium on Senior Notes 2026 6,736 — Debt issuance costs (34,231 ) (34,013 ) Total amount outstanding 2,621,565 2,145,987 Less: Current portion of long-term debt Term Loan B 7,760 8,000 Revolver 225,000 — Total current portion of long-term debt 232,760 8,000 Non-current portion of long-term debt $ 2,388,805 $ 2,137,987 Senior Unsecured Fixed Rate Notes 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 of 1933, as amended (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 the previously issued 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 $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 three and nine months ended March 31, 2017 , we recorded interest expense of $12.5 million and $30.7 million , respectively, relating to Senior Notes 2026 ( three and nine months ended March 31, 2016 — nil , 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 bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. Senior Notes 2023 will mature on January 15, 2023, unless earlier redeemed, in accordance with their terms, or repurchased. For the three and nine months ended March 31, 2017 , we recorded interest expense of $11.2 million and $33.7 million , respectively, relating to Senior Notes 2023 ( three and nine months ended March 31, 2016 — $11.2 million and $33.7 million , respectively). Term Loan B We entered into a $800 million term loan facility (Term Loan B) and borrowed the full amount 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 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. Originally, borrowings under Term Loan B were subject to a floating rate of interest at a rate per annum equal to 2.5% plus the higher of LIBOR or 0.75% . However, on February 22, 2017, we entered into an amendment of Term Loan B to, among other things, reduce the interest rate margin applicable to the Term Loan B loans that are LIBOR advances from 2.5% to 2.0% and reduced the LIBOR floor from 0.75% to 0.00% . Thus, interest on the current outstanding balance for Term Loan B is equal to 2.0% plus LIBOR. For the three and nine months ended March 31, 2017 , we recorded interest expense of $6.0 million and $19.0 million , respectively, relating to Term Loan B ( three and nine months ended March 31, 2016 — $6.4 million and $19.5 million , respectively). Revolver On February 1, 2017, we amended our committed revolving credit facility (the Revolver) to increase the total commitments under the Revolver from $300 million to $450 million . 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. As of March 31, 2017, the Revolver matured on December 22, 2019 with no fixed repayment date prior to the end of the term. Subsequently, we repriced and extended the maturity of the Revolver to May 5, 2022. Please refer to note 22 "Subsequent Events", for more details on the additional amendment to the Revolver. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed rate that is dependent on our consolidated net leverage ratio. On January 13, 2017 we drew down $200 million from the Revolver, to partially finance the acquisition of the ECD Business and on January 26, 2017, we drew an additional $25 million from the Revolver for miscellaneous general corporate purposes. As of March 31, 2017 we have drawn a total of $225 million from the Revolver. For the three and nine months ended March 31, 2017 , we recorded interest expense of $1.3 million , relating to amounts drawn on the Revolver ( three and nine months ended March 31, 2016 — nil , respectively). 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 and are being amortized over the respective terms of the Senior Notes, Term Loan B and the Revolver, using the effective interest method. In connection with the recent reopening of Senior Notes 2026, we incurred debt issuance costs of approximately $3.7 million , which have been substantially paid as of March 31, 2017 . The premium on Senior Notes 2026 represents the excess of the proceeds received over the face value of Senior Notes 2026. This premium is amortized as a credit to interest expense over the term of Senior Notes 2026 using the effective interest method. In connection with the recent amendment of Term Loan B, we incurred debt issuance costs of approximately $0.8 million , which have substantially been paid as of March 31, 2017 . Furthermore, during the three and nine months ended March 31, 2017 , we wrote off $0.8 million , respectively, of unamortized debt issuance costs relating to the portion of Term Loan B that was not recommitted by certain lenders under the new terms and were therefore considered extinguished. This amount has been written off to "Interest and other related expense, net" on the Condensed Consolidated Statements of Income. In connection with the recent amendment of the Revolver, we incurred debt issuance costs of approximately $0.5 million , which have been substantially paid as of March 31, 2017 . |
Pension Plans and Other Post Re
Pension Plans and Other Post Retirement Benefits | 9 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS | PENSION PLANS AND OTHER POST RETIREMENT BENEFITS The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT), GXS GmbH ( GXS GER ) and GXS Philippines, Inc. ( GXS PHP ) as of March 31, 2017 and June 30, 2016 : As of March 31, 2017 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 28,047 $ 608 $ 27,439 GXS Germany defined benefit plan 23,461 825 22,636 GXS Philippines defined benefit plan 4,285 74 4,211 Other plans 3,198 184 3,014 Total $ 58,991 $ 1,691 $ 57,300 As of June 30, 2016 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 29,450 $ 589 $ 28,861 GXS Germany defined benefit plan 24,729 772 23,957 GXS Philippines defined benefit plan 7,341 30 7,311 Other plans 3,330 1,466 1,864 Total $ 64,850 $ 2,857 $ 61,993 *The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets (see note 9 "Accounts Payable and Accrued Liabilities"). Defined Benefit Plans CDT Plan CDT sponsors an unfunded defined benefit pension plan covering substantially all CDT employees (CDT pension plan) which provides for old age, disability and survivors’ benefits. Benefits under the CDT pension plan are generally based on age at retirement, years of service and the employee’s annual earnings. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. No contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan's active employees. As of March 31, 2017 , there is approximately $0.2 million in accumulated other comprehensive income related to the CDT pension plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2017. GXS Germany 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 March 31, 2017 , there is approximately $41.5 thousand in accumulated other comprehensive income related to the GXS GER plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2017. GXS Philippines 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 approximately $33.3 thousand as of March 31, 2017 , 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 March 31, 2017 , there is approximately $11.7 thousand 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 remainder of Fiscal 2017. The following are the details of the change in the benefit obligation for each of the above mentioned pension plans for the periods indicated: As of March 31, 2017 As of June 30, 2016 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of period $ 29,450 $ 24,729 $ 7,341 $ 61,520 $ 26,091 $ 22,420 $ 7,025 $ 55,536 Service cost 347 292 838 1,477 422 359 1,628 2,409 Interest cost 339 279 172 790 610 543 314 1,467 Benefits paid (345 ) (591 ) (36 ) (972 ) (534 ) (770 ) (190 ) (1,494 ) Actuarial (gain) loss (1,058 ) (690 ) (3,696 ) (5,444 ) 3,299 2,564 (1,145 ) 4,718 Foreign exchange (gain) loss (686 ) (558 ) (334 ) (1,578 ) (438 ) (387 ) (291 ) (1,116 ) Benefit obligation—end of period 28,047 23,461 4,285 55,793 29,450 24,729 7,341 61,520 Less: Current portion (608 ) (825 ) (74 ) (1,507 ) (589 ) (772 ) (30 ) (1,391 ) Non-current portion of benefit obligation $ 27,439 $ 22,636 $ 4,211 $ 54,286 $ 28,861 $ 23,957 $ 7,311 $ 60,129 The following are details of net pension expense relating to the following pension plans: Three Months Ended March 31, 2017 2016 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 115 $ 97 $ 196 $ 408 $ 106 $ 86 $ 393 $ 585 Interest cost 113 93 51 257 153 140 78 371 Amortization of actuarial (gains) and losses 155 42 (12 ) 185 107 6 — 113 Net pension expense $ 383 $ 232 $ 235 $ 850 $ 366 $ 232 $ 471 $ 1,069 Nine Months Ended March 31, 2017 2016 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 347 $ 292 $ 838 $ 1,477 $ 317 $ 274 $ 1,244 $ 1,835 Interest cost 339 279 172 790 458 405 240 1,103 Amortization of actuarial (gains) and losses 465 125 (36 ) 554 319 17 — 336 Net pension expense $ 1,151 $ 696 $ 974 $ 2,821 $ 1,094 $ 696 $ 1,484 $ 3,274 In determining the fair value of the pension plan benefit obligations as of March 31, 2017 and June 30, 2016 , respectively, we used the following weighted-average key assumptions: As of March 31, 2017 As of June 30, 2016 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 2.00% 2.00% 6.20% 2.00% 2.00% 6.20% Pension increases 1.75% 2.00% N/A 1.75% 2.00% N/A Discount rate 1.83% 1.83% 5.00% 1.56% 1.56% 4.25% Normal retirement age 65 65-67 60 65 65-67 60 Employee fluctuation rate: to age 20 —% N/A 12.19% —% N/A 7.90% to age 25 —% N/A 16.58% —% N/A 5.70% to age 30 1.00% N/A 13.97% 1.00% N/A 4.10% to age 35 0.50% N/A 10.77% 0.50% N/A 2.90% to age 40 —% N/A 7.39% —% N/A 1.90% to age 45 0.50% N/A 3.28% 0.50% N/A 1.40% to age 50 0.50% N/A —% 0.50% N/A —% from age 51 1.00% N/A —% 1.00% N/A —% Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows: Fiscal years ending June 30, CDT GXS GER GXS PHP 2017 (three months ended June 30) $ 144 $ 190 $ 18 2018 618 847 82 2019 692 904 122 2020 756 954 159 2021 837 968 203 2022 to 2026 4,944 5,351 1,834 Total $ 7,991 $ 9,214 $ 2,418 Other Plans Other plans include defined benefit pension plans that are offered by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. These other plans are primarily unfunded, with the aggregate projected benefit obligation included in our pension liability. The net periodic cost of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. |
Share Capital, Option Plans and
Share Capital, Option Plans and Share-Based Payments | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS | SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS Share Split On December 21, 2016, we announced that our board of directors (the Board) approved a two -for-one share split of our outstanding Common Shares. The two -for-one share split was implemented by way of a share sub-division whereby shareholders of record on the record date received one additional Common Share for each Common Share held. The record date for the share split was January 9, 2017 and the distribution date was January 24, 2017. In connection with the share split, the Company’s articles were amended on December 22, 2016 to change the number of Common Shares, whether issued or unissued, on a two -for-one basis, such that each Common Share became two Common Shares. As a result of the two -for-one share split, all current and historical period per share data, number of Common Shares outstanding and share-based compensation awards are presented on a post share split basis. Cash Dividends For the three and nine months ended March 31, 2017 , pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.1150 and $0.3450 , respectively, per Common Share in the aggregate amount of $30.3 million and $86.0 million , respectively, which we paid during the same period. For the three and nine months ended March 31, 2016 , pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.1000 and $0.3000 , respectively, per Common Share in the aggregate amount of $24.1 million and $71.6 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 Repurchase During the three and nine months ended March 31, 2017 , we repurchased 123,785 Common Shares, respectively, in the amount of $4.2 million , respectively, for potential reissuance under our Long Term Incentive Plans (LTIP) or other plans. During the three and nine months ended March 31, 2016 , we repurchased nil and 450,000 Common Shares, respectively, in the amount of nil and $10.6 million , respectively, for potential reissuance under our LTIP or other plans. Reissuance During the three and nine months ended March 31, 2017 , we reissued 44,000 and 393,922 Common Shares, respectively, from treasury stock ( three and nine months ended March 31, 2016 — 20,000 and 434,156 Common Shares, respectively, respectively), in connection with the settlement of our LTIP and other awards. Share Repurchase Plan On July 26, 2016, the Board authorized the repurchase of up to $200 million of Common Shares (Share Repurchase Plan), pursuant to a normal course issuer bid. Shares may be repurchased from time to time in the open market, private purchases through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. During the three and nine months ended March 31, 2017 , we did not repurchase any of our Common Shares under the Share Repurchase Plan. During the three and nine months ended March 31, 2016 , we repurchased and cancelled nil and 2,952,496 Common Shares, respectively, for approximately nil and $65.5 million , respectively, under our previous share repurchase plan. Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows: Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Stock options $ 2,365 $ 3,025 $ 9,040 $ 9,785 Performance Share Units (issued under LTIP) 926 610 2,754 1,957 Restricted Share Units (issued under LTIP) 1,573 1,150 4,940 3,754 Restricted Share Units (other) 534 330 2,029 1,041 Deferred Share Units (directors) 558 533 1,899 2,225 Employee Share Purchase Plan 705 318 1,711 318 Total share-based compensation expense $ 6,661 $ 5,966 $ 22,373 $ 19,080 Summary of Outstanding Stock Options As of March 31, 2017 , an aggregate of 8,964,408 options to purchase Common Shares were outstanding and an additional 12,057,100 options to purchase Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. Currently we also have options outstanding that vest over five years , as well as options outstanding that vest based on meeting certain market conditions. The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date. A summary of activity under our stock option plans for the nine months ended March 31, 2017 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2016 8,354,816 $ 21.94 Granted 1,576,474 31.34 Exercised (832,968 ) 19.98 Forfeited or expired (133,914 ) 25.00 Outstanding at March 31, 2017 8,964,408 $ 23.73 4.27 $ 92,191 Exercisable at March 31, 2017 3,883,554 $ 19.00 2.80 $ 58,280 We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Weighted–average fair value of options granted $ 7.32 $ 5.41 $ 6.86 $ 5.53 Weighted-average assumptions used: Expected volatility 27.64 % 31.53 % 28.61 % 32.23 % Risk–free interest rate 1.70 % 1.08 % 1.32 % 1.34 % Expected dividend yield 1.37 % 1.70 % 1.42 % 1.66 % Expected life (in years) 4.34 4.33 4.33 4.33 Forfeiture rate (based on historical rates) 5 % 5 % 5 % 5 % Average exercise share price $ 33.48 $ 23.51 $ 31.34 $ 23.07 As of March 31, 2017 , the total compensation cost related to the unvested stock option awards not yet recognized was approximately $22.3 million , which will be recognized over a weighted-average period of approximately 2.2 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 three and nine months ended March 31, 2017 , cash in the amount of $12.2 million and $16.7 million , respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2017 from the exercise of options eligible for a tax deduction was $1.5 million and $1.9 million , respectively. For the three and nine months ended March 31, 2016 , cash in the amount of $2.0 million and $8.3 million , respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2016 from the exercise of options eligible for a tax deduction was $0.4 million and $0.6 million , respectively. Long-Term Incentive Plans We incentivize our executive officers, in part, with long term compensation pursuant to our LTIP. The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the 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. LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants are referred to in this Quarterly Report on Form 10-Q based upon the year in which the grants are expected to vest. Fiscal 2016 LTIP Grants made in Fiscal 2014 under the LTIP (collectively referred to as Fiscal 2016 LTIP) consisting of PSUs and RSUs, took effect in Fiscal 2014 starting on November 1, 2013. We settled the Fiscal 2016 LTIP by issuing 339,922 Common Shares from our treasury stock during the three months ended December 31, 2016, with a cost of $4.4 million . Fiscal 2017 LTIP Grants made in Fiscal 2015 under the LTIP (collectively referred to as Fiscal 2017 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2015 starting on September 4, 2014. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2017 LTIP. We expect to settle the Fiscal 2017 LTIP awards in stock. Fiscal 2018 LTIP Grants made in Fiscal 2016 under the LTIP (collectively referred to as Fiscal 2018 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2016 starting on August 23, 2015. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2018 LTIP. We expect to settle the Fiscal 2018 LTIP awards in stock. 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. 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 2019 LTIP. We expect to settle the Fiscal 2019 LTIP awards in stock. PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value. As of March 31, 2017 , the total expected compensation cost related to the unvested LTIP awards not yet recognized was $16.1 million , which is expected to be recognized over a weighted average period of 1.9 years . Restricted Share Units (RSUs) During the three and nine months ended March 31, 2017 , we granted nil and 7,800 RSUs, respectively, to employees in accordance with employment and other agreements ( three and nine months ended March 31, 2016 — 50,000 , respectively). The RSUs vest over a specified contract date, typically three years from the respective date of grants. We expect to settle the awards in stock. During the three and nine months ended March 31, 2017 , we issued 44,000 and 54,000 Common Shares, respectively, from treasury stock, with a cost of $1.0 million and $1.1 million , respectively, in connection with the settlement of vested RSUs ( three and nine months ended March 31, 2016 — 20,000 and 30,000 Common Shares, respectively, with a cost of $0.2 million and $0.3 million , respectively). Deferred Stock Units (DSUs) During the three and nine months ended March 31, 2017 , we granted 2,302 and 77,998 DSUs, respectively, to certain non-employee directors ( three and nine months ended March 31, 2016 — 2,574 and 109,320 , 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. Employee Share Purchase Plan (ESPP) Beginning January 1, 2016, our ESPP offers employees a purchase price discount of 15% . Any Common Shares that were issued under the ESPP prior to January 1, 2016 were issued at a purchase price discount of 5% . During the three and nine months ended March 31, 2017 , 129,579 and 349,435 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP ( three and nine months ended March 31, 2016 — 81,800 , respectively). During the three and nine months ended March 31, 2017 , cash in the amount of approximately $3.8 million and $10.0 million , respectively, was received from employees relating to the ESPP ( three and nine months ended March 31, 2016 — $1.8 million and $3.5 million , respectively). |
Guarantees and Contingencies
Guarantees and Contingencies | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
GUARANTEES AND CONTINGENCIES | GUARANTEES AND CONTINGENCIES We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total April 1, 2017— July 1, 2017— July 1, 2019— July 1, 2021 Long term debt obligations (1) $ 3,483,024 $ 33,488 $ 478,197 $ 981,651 $ 1,989,688 Operating lease obligations (2) 293,266 16,967 107,232 71,949 97,118 Purchase obligations 22,575 2,499 15,459 4,609 8 $ 3,798,865 $ 52,954 $ 600,888 $ 1,058,209 $ 2,086,814 (1) Includes interest and principal payments. We currently have borrowings outstanding under the Revolver, which we expect to repay over the next few quarters. Please see note 10 "Long-Term Debt" for more details. (2) Net of $7.3 million of sublease income to be received from properties which we have subleased to third parties. Guarantees and Indemnifications We have entered into customer agreements which may include provisions to indemnify our customers against third party claims that our software products or services infringe certain third party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Condensed Consolidated Financial Statements . 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 Quarterly Report on Form 10-Q , the aggregate of such estimated losses was not material to our consolidated financial position or result of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. Contingencies As we have previously disclosed, the United States Internal Revenue Service (IRS) is examining certain of our tax returns for our fiscal year ended June 30, 2010 (Fiscal 2010) through our fiscal year ended June 30, 2012 (Fiscal 2012), and in connection with those examinations is reviewing our internal reorganization in Fiscal 2010 to consolidate certain intellectual property ownership in Luxembourg and Canada and our integration of certain acquisitions into the resulting structure. We also previously disclosed that the examinations may lead to proposed adjustments to our taxes that may be material, individually or in the aggregate, and that we have not recorded any material accruals for any such potential adjustments in our Condensed Consolidated Financial Statements . As part of these examinations, which are ongoing, on July 17, 2015 we received from the IRS a Notice of Proposed Adjustment (NOPA) in draft form proposing a one-time approximately $280 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010 and proposing penalties equal to 20% of the additional taxes, plus interest at the applicable statutory rate (which will continue to accrue until the matter is resolved and may be substantial). A NOPA is an IRS position and does not impose an obligation to pay tax. The draft NOPA may be changed before the final NOPA is issued, including because the IRS reserved the right in the draft NOPA to increase the adjustment. Based on discussions with the IRS, we expect we will receive an additional NOPA proposing an approximately $80 million increase to our U.S. federal taxes for Fiscal 2012 arising from the integration of Global 360 Holding Corp. into the structure that resulted from the reorganization, accompanied by proposed penalties and interest (although there can be no assurance that this will be the amount reflected in the NOPA when received, including because the IRS may assign a higher value to our intellectual property). Depending upon the outcome of these matters, additional state income taxes plus penalties and interest may be due. We currently estimate that, as of March 31, 2017 , adjustments under the draft NOPA in its present form and the anticipated additional NOPA could result in an aggregate liability of approximately $575 million , inclusive of U.S. federal and state taxes, penalties and interest. The increase from the previously disclosed estimated aggregate liability of approximately $550 million is solely due to an estimate of interest that has accrued. We strongly disagree with the IRS’ position and intend to vigorously contest the proposed adjustments to our taxable income. We are examining various alternatives available to taxpayers to contest the proposed adjustments. Any such alternatives could involve a lengthy process and result in the incurrence of significant expenses. As of the date of this Quarterly Report on Form 10-Q , we have not recorded any material accruals in respect of these examinations in our Condensed Consolidated Financial Statements . An adverse outcome of these tax examinations could have a material adverse effect on our financial position and results of operations. As part of our acquisition of GXS, we have inherited a tax dispute in Brazil between the Company’s subsidiary, GXS Tecnologia da Informação (Brasil) Ltda. (GXS Brazil), and the municipality of São Paulo, in connection with GXS Brazil’s judicial appeal of a tax claim in the amount of $2.9 million as of March 31, 2017 . We currently have in place a bank guarantee in the amount of $4.4 million in recognition of this dispute. However, we believe that the position of the São Paulo tax authorities is not consistent with the relevant facts and based on information available on the case and other similar matters provided by local counsel, we believe that we can defend our position and that no tax is owed. Although we believe that the facts support our position, the ultimate outcome of this matter could result in a loss of up to the claim amount discussed above, plus future interest or penalties that may accrue. Historically, prior to our acquisition of GXS, GXS would charge certain costs to its subsidiaries, including GXS Brazil, primarily based on historical transfer pricing studies that were intended to reflect the costs incurred by subsidiaries in relation to services provided by the parent company to the subject subsidiary. GXS recorded taxes on amounts billed, that were considered to be due based on the intercompany charges. GXS subsequently re-evaluated its intercompany charges to GXS Brazil and related taxes and, upon taking into consideration the current environment and judicial proceedings in Brazil, concluded that it was probable that certain indirect taxes would be assessable and payable based upon the accrual of such intercompany charges and has approximately $4.0 million accrued for the probable amount of a settlement related to the indirect taxes, interest and penalties. Our Indian subsidiary, GXS India Technology Centre Private Limited (GXS India), is subject to potential assessments by Indian tax authorities in the city of Bangalore. GXS India has received assessment orders from the Indian tax authorities alleging that the transfer price applied to intercompany transactions was not appropriate. Based on advice from our tax advisors, we believe that the facts that the Indian tax authorities are using to support their assessment are incorrect. We have filed appeals and anticipate an eventual settlement with the Indian tax authorities. We have accrued $1.6 million to cover our anticipated financial exposure in this matter. Please also see "Risk Factors" included in our Annual Report on Form 10-K for Fiscal 2016. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates. We recognize interest expense and penalties related to income tax matters in income tax expense. For the three and nine months ended March 31, 2017 and 2016 , we recognized the following amounts as income tax-related interest expense and penalties: Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Interest expense $ 1,673 $ 949 $ 4,456 $ 3,921 Penalties expense (recoveries) 6 7 (318 ) (2,719 ) Total $ 1,679 $ 956 $ 4,138 $ 1,202 As of March 31, 2017 and June 30, 2016 , the following amounts have been accrued on account of income tax-related interest expense and penalties: As of March 31, 2017 As of June 30, 2016 Interest expense accrued * $ 38,674 $ 34,476 Penalties accrued * $ 1,271 $ 1,615 * These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets . We believe that it is reasonably possible that the gross unrecognized tax benefits, as of March 31, 2017 , could decrease tax expense in the next 12 months by $1.9 million , relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions. Our four most significant tax jurisdictions are Canada, the United States, Luxembourg and Germany. Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate. The earliest fiscal years open for examination are 2009 for Germany, 2010 for the United States, 2011 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, France, Germany, India, the Netherlands, Italy, Malaysia, and the United Kingdom. On a quarterly basis we assess the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income and other taxes. Statements regarding the United States audits are included in note 13 "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 13 "Guarantees and Contingencies". As at March 31, 2017 , we have provided $19.6 million ( June 30, 2016 — $15.9 million ) in respect of both additional foreign withholding taxes or deferred income tax liabilities for temporary differences related to the undistributed earnings of certain non-United States subsidiaries, and planned periodic repatriations from certain United States and 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. In July 2016, we implemented a reorganization of our subsidiaries worldwide with the view to continuing to enhance operational and administrative efficiencies through further consolidated ownership, management, and development of our intellectual property (IP) in Canada, continuing to reduce the number of entities in our group and working towards our objective of having a single operating legal entity in each jurisdiction. We believe our reorganization also reduces our exposure to global political and tax uncertainties, particularly in Europe. We believe that further consolidating our IP in Canada will continue to ensure appropriate legal protections for our consolidated IP, simplify legal, accounting and tax compliance, and improve our global cash management. A significant tax benefit of $876.1 million , associated primarily with the recognition of a net deferred tax asset arising from the entry of the IP into Canada, was recognized in the first quarter of Fiscal 2017. We believe it is more likely than not that the deferred tax asset will be realized and therefore no valuation allowance was 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 effective tax rate increased to a provision of 37.9% for the three months ended March 31, 2017 , compared to a provision of 7.2% for the three months ended March 31, 2016 . The increase in tax expense of $7.9 million was primarily due to an increase of $20.0 million resulting from the impact of foreign tax rates as it relates to the change in proportion of income earned in domestic jurisdictions compared to foreign jurisdictions with different statutory rates. Starting in Fiscal 2017, the Company is recognizing a significant portion of its global income in Canada for tax purposes which gives rise to a non-cash deferred tax expense resulting from the use of the tax assets discussed above at the Canadian statutory rate. Also contributing to the increase in tax expense is an increase in changes in unrecognized tax benefits in the amount of $1.6 million relating mainly to reversals of reserves in the three months ended March 31, 2016 that did not reoccur in the three months ended March 31, 2017. These increases were partially offset by a decrease of $10.5 million relating to the tax impact of the Company having lower income before taxes, a decrease in the change in valuation allowance of $1.5 million and a decrease in the amortization of deferred charges of $0.5 million . The remainder of the difference was due to normal course movements and non-material items. The effective tax rate decreased to a recovery of 496.3% for the nine months ended March 31, 2017 , compared to a provision of 9.4% for the nine months ended March 31, 2016 . The decrease in tax expense of $836.0 million was primarily due to a significant tax benefit of $876.1 million resulting from an internal reorganization as described above. Additionally, we saw an increase of $56.0 million resulting from the impact of foreign tax rates as it relates to the change in proportion of income earned in domestic jurisdictions compared to foreign jurisdictions with different statutory rates. Starting in Fiscal 2017 the Company is recognizing a significant portion of its global income in Canada for tax purposes which gives rise to a non-cash deferred tax expense resulting from the use of the tax assets discussed above at the Canadian statutory rate. Also contributing to the increase in tax expense is an increase in changes in unrecognized tax benefits in the amount of $9.9 million relating mainly to reversals of reserves in the nine months ended March 31, 2016 that did not reoccur in the nine months ended March 31, 2017. These increases were partially offset by a decrease of $14.4 million relating to the tax impact of the Company having lower income before taxes, a decrease in the change in valuation allowance of $4.2 million and a decrease in the amortization of deferred charges of $2.2 million . The remainder of the difference was due to normal course movements and non-material items. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT ASC Topic 820 “Fair Value Measurement” (Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk. In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis: Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of March 31, 2017 and June 30, 2016 : March 31, 2017 June 30, 2016 Fair Market Measurements using: Fair Market Measurements using: March 31, 2017 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2016 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs (Level 1) (Level 2) (Level 3) (Level 1) (Level 2) (Level 3) Financial Assets: Short-term investments* $ 2,698 N/A $ 2,698 N/A $ 11,839 N/A $ 11,839 N/A Derivative financial instrument asset (note 16) — N/A — N/A 792 N/A 792 N/A $ 2,698 N/A $ 2,698 N/A $ 12,631 N/A $ 12,631 N/A Financial Liabilities: Derivative financial instrument liability (note 16) $ (260 ) N/A $ (260 ) N/A $ — N/A $ — N/A $ (260 ) N/A $ (260 ) N/A $ — N/A $ — N/A *These assets in the table above are classified as Level 2 as certain specific assets included within may not have quoted prices that are readily accessible in an active market or we may have relied on alternative pricing methods that do not rely exclusively on quoted prices to determine the fair value of the investments. Our valuation techniques used to measure the fair values of the derivative instruments, the counterparty to which has high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments. Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates. Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Condensed Consolidated Financial Statements at an amount that approximates their fair value (a Level 2 measurement) due to their short maturities. If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three and nine months ended March 31, 2017 and 2016 , 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 three and nine months ended March 31, 2017 and 2016 , no indications of impairment were identified and therefore no fair value measurements were required. Short-term Investments Short-term investments are classified as available for sale securities and are recorded on our Condensed Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of Accumulated other comprehensive income. A summary of our short-term investments outstanding as of March 31, 2017 and June 30, 2016 is as follows: As of March 31, 2017 As of June 30, 2016 Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Short-term investments $ 2,406 $ 294 $ (2 ) $ 2,698 $ 11,406 $ 436 $ (3 ) $ 11,839 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Foreign Currency Forward Contracts We are engaged in hedging programs with relationship banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months . We do not use derivatives for speculative purposes. We have designated these transactions as cash flow hedges of forecasted transactions under ASC Topic 815 “Derivatives and Hedging” (Topic 815). As the critical terms of the hedging instrument, and of the entire hedged forecasted transaction, are the same, in accordance with Topic 815 we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within other comprehensive income. The fair value of the contracts, as of March 31, 2017 , is recorded within "Accounts payable and accrued liabilities”. As of March 31, 2017 , the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $39.4 million ( June 30, 2016 — $33.2 million ). Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance The effect of these derivative instruments on our Condensed Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects). Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets (see note 15 "Fair Value Measurement") As of March 31, 2017 As of June 30, 2016 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) $ (260 ) $ 792 Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Three and Nine Months Ended March 31, 2017 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Location of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) Three Months Ended March 31, 2017 Nine Months Ended March 31, 2017 Three Months Ended March 31, 2017 Nine Months Ended March 31, 2017 Three Months Ended March 31, 2017 Nine Months Ended March 31, 2017 Foreign currency forward contracts $ 473 $ (960 ) Operating $ (54 ) $ 92 N/A $ — $ — Three and Nine Months Ended March 31, 2016 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Location of Amount of Gain or Location of Amount of Gain or (Loss) Recognized in Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Foreign currency forward contracts $ 2,877 $ (3,679 ) Operating $ (1,477 ) $ (3,281 ) N/A $ — $ — |
Special Charges (Recoveries)
Special Charges (Recoveries) | 9 Months Ended |
Mar. 31, 2017 | |
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. Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Fiscal 2017 Restructuring Plan $ 18,888 $ — $ 20,744 $ — Fiscal 2015 Restructuring Plan (28 ) 751 (2,667 ) 21,780 OpenText/GXS Restructuring Plan (37 ) 28 814 (2,006 ) Restructuring Plans prior to OpenText/GXS Restructuring Plan (3 ) — (19 ) 4 Acquisition-related costs 4,639 855 15,305 2,015 Other charges (recoveries) (2,873 ) (3,305 ) 9,980 2,961 Total $ 20,586 $ (1,671 ) $ 44,157 $ 24,754 Fiscal 2017 Restructuring Plan During Fiscal 2017 and in the context of our acquisition of Recommind, the CCM Business and the ECD Business, we began to implement restructuring activities to streamline our operations (collectively referred to as the Fiscal 2017 Restructuring Plan ). The Fiscal 2017 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. As of March 31, 2017 , we expect total costs to be incurred in conjunction with the Fiscal 2017 Restructuring Plan to be approximately $45.0 million , of which $20.7 million has already been recorded within "Special charges (recoveries)" to date. A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below. Fiscal 2017 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ — $ — $ — Accruals and adjustments 19,744 1,000 20,744 Cash payments (6,528 ) (326 ) (6,854 ) Foreign exchange and other non-cash adjustments (5,710 ) (103 ) (5,813 ) Balance payable as at March 31, 2017 $ 7,506 $ 571 $ 8,077 Fiscal 2015 Restructuring Plan In the third quarter of Fiscal 2015 and in the context of the acquisition of Actuate Corporation (Actuate), we began to implement restructuring activities to streamline our operations (OpenText/Actuate Restructuring Plan). We subsequently announced, on May 20, 2015 that we were initiating a restructuring program in conjunction with organizational changes to support our cloud strategy and drive further operational efficiencies. These charges are combined with the OpenText/Actuate Restructuring Plan (collectively referred to as the Fiscal 2015 Restructuring Plan ) and are presented below. The Fiscal 2015 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. Since the inception of the plan, $27.7 million has been recorded within "Special charges (recoveries)" to date. We do not expect to incur any further significant charges related to this plan. A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below. Fiscal 2015 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ 3,145 $ 5,046 $ 8,191 Accruals and adjustments (1,143 ) (1,524 ) (2,667 ) Cash payments (1,674 ) (850 ) (2,524 ) Foreign exchange and other non-cash adjustments (131 ) (73 ) (204 ) Balance payable as at March 31, 2017 $ 197 $ 2,599 $ 2,796 OpenText/GXS Restructuring Plan In the third quarter of Fiscal 2014 and in the context of the acquisition of GXS, we began to implement restructuring activities to streamline our operations ( OpenText/GXS Restructuring Plan ). These charges relate to workforce reductions, facility consolidations and other miscellaneous direct costs. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. Since the inception of the plan, $24.9 million has been recorded within "Special charges (recoveries)". We do not expect to incur any further significant charges related to this plan. A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below. OpenText/GXS Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ 115 $ 606 $ 721 Accruals and adjustments 224 590 814 Cash payments — (431 ) (431 ) Foreign exchange and other non-cash adjustments (101 ) 30 (71 ) Balance payable as at March 31, 2017 $ 238 $ 795 $ 1,033 Acquisition-related costs Included within "Special charges (recoveries)" for the three and nine months ended March 31, 2017 are costs incurred directly in relation to acquisitions in the amount of $4.6 million and $15.3 million , respectively ( three and nine months ended March 31, 2016 — $0.9 million and $2.0 million , respectively). Other charges (recoveries) ERP Implementation Costs We are currently involved in a one-time project to implement a broad enterprise resource planning (ERP) system. For the three and nine months ended March 31, 2017 , we incurred costs of $ 2.6 million and $7.3 million , respectively, relating to the implementation of this project ( three and nine months ended March 31, 2016 — $1.1 million and $5.9 million , respectively). Other charges (recoveries) For the three months ended March 31, 2017 , "Other recoveries" primarily include (i) a net recovery of $2.7 million relating to commitment fees, (ii) $1.6 million relating to a recovery on certain interest on pre-acquisition liabilities becoming statute barred, and (iii) $1.3 million relating to a recovery on certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred. For the nine months ended March 31, 2017 , "Other charges" primarily include (i) a net charge of $6.5 million relating to commitment fees and (ii) $1.2 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations. These charges were partially offset by (i) a recovery of $3.8 million relating to certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred and (ii) $1.4 million relating to a recovery on certain interest on pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges. For the three months ended March 31, 2016 , "Other charges" primarily include (i) $0.6 million relating to post-acquisition integration costs necessary to streamline acquired companies into our operations and to reorganize certain legal entities, and (ii) $0.2 million relating to assets disposed in connection with a restructured facility. These charges were offset by (i) a recovery of $4.7 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement, and (ii) a recovery of $0.6 million relating to interest on certain pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges. For the nine months ended March 31, 2016 , "Other charges" primarily include (i) $1.5 million relating to post-acquisition integration costs necessary to streamline acquired companies into our operations and to reorganize certain legal entities, and (ii) $1.1 million relating to assets disposed in connection with a restructured facility. These charges were partially offset by (i) a recovery of $5.2 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement or becoming statute barred, and (ii) a recovery of $0.7 million relating to interest on certain pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Fiscal 2017 Acquisitions Purchase of an Asset Group Constituting a Business - ECD Business On January 23, 2017 , we acquired certain assets and assumed certain liabilities of the enterprise content division of EMC Corporation, a Massachusetts corporation, and certain of its subsidiaries, collectively referred to as Dell-EMC (ECD Business) for approximately $1.62 billion . In accordance with Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination. The ECD Business offers OpenText a suite of leading Enterprise Content Management solutions with deep industry focus, including the Documentum TM , InfoArchive TM , and LEAP TM product families. We believe this acquisition complements and extends our EIM portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning January 23, 2017. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of January 23, 2017, are set forth below: Current assets $ 11,651 Non-current assets 103,557 Intangible customer assets 407,000 Intangible technology assets 459,000 Liabilities assumed (178,180 ) Total identifiable net assets 803,028 Goodwill 819,366 Net assets acquired $ 1,622,394 The goodwill of $819.4 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $661.3 million is expected to be deductible for tax purposes. Included in net tangible assets is acquired deferred revenue which represents advance payments from customers related to various revenue contracts. We estimated our obligation related to the deferred revenue using the cost build-up approach. The cost build-up approach determines fair value by estimating the costs relating to supporting the obligation plus an assumed profit. The sum of the costs and assumed profit approximates, in theory, the amount that we would be required to pay a third party to assume the obligation. The estimated costs to fulfill the obligation were based on the near-term projected cost structure for various revenue contracts. As a result, we recorded an adjustment to reduce the ECD Business' carrying value of deferred revenue by $52.0 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. The net deferred revenues included in the liabilities assumed above is $163.6 million , after the impact of this adjustment. Further, included within net tangible assets are also certain contract assets which represent revenue earned by Dell-EMC on long-term projects for which billings had not yet occurred as of January 23, 2017 . As these long-term projects have now been inherited by OpenText, we will be responsible for billing and collecting cash on these projects at the appropriate time, yet we will not recognize revenue for these billings. The fair value assigned to these contract assets as of January 23, 2017 was $8.3 million . The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for assets acquired and liabilities assumed, including tax balances. We expect to finalize this determination on or before December 31, 2017. Acquisition-related costs for ECD Business included in "Special charges (recoveries)" in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 were $4.1 million and $10.7 million , respectively. The amount of the ECD Business’ revenues and net loss included in our Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 is set forth below: January 23, 2017 - March 31, 2017 Revenues $ 79,846 Net Loss* $ (16,582 ) *Net loss includes one-time fees of approximately $12.2 million on account of special charges and $22.8 million of amortization charges relating to acquired intangible assets. These losses were partially offset by a tax recovery of $7.5 million . Net loss includes certain expenses that have been allocated to the ECD Business, as separately identifiable expenses are not available because of our continued efforts at fully integrating the ECD Business within our combined company. The unaudited pro forma revenues and net income of the combined entity for the three and nine months ended March 31, 2017 and 2016, respectively, had the acquisition been consummated as of July 1, 2015, are set forth below: Supplemental Unaudited Pro forma Information Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Total revenues $ 631,664 $ 576,503 $ 1,962,090 $ 1,772,684 Net income (1)(2) $ 24,007 $ 83,924 $ 975,851 $ 245,714 (1) Included in pro forma net income for the periods above are estimated amortization charges relating to the allocated values of acquired intangible assets. (2) Included in net income for the nine months ended March 31, 2017 is a significant tax benefit of $876.1 million associated with the recognition of a net deferred tax asset ensuing from the Company’s internal reorganization that occurred in July 2016. 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. Purchase of an Asset Group Constituting a Business - CCM Business On July 31, 2016 , we acquired certain customer communications management software and services assets and liabilities from HP Inc. (CCM Business) for approximately $315.0 million . Previously, $2.8 million was held back and unpaid in accordance with the terms of the purchase agreement. This amount has since been released and paid. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our current software portfolio, and allows us to better serve our customers by offering a wider set of CCM capabilities. The results of operations of this acquisition have been consolidated with those of OpenText beginning July 31, 2016. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of July 31, 2016, are set forth below: Current assets $ 683 Non-current deferred tax asset 11,861 Non-current tangible assets 2,348 Intangible customer assets 64,000 Intangible technology assets 101,000 Liabilities assumed (38,090 ) Total identifiable net assets 141,802 Goodwill 173,198 Net assets acquired $ 315,000 The goodwill of $173.2 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $147.4 million is expected to be deductible for tax purposes. The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for assets acquired and liabilities assumed, including tax balances. We expect to finalize this determination on or before June 30, 2017. Acquisition-related costs for CCM Business included in "Special charges (recoveries)" in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 were $0.1 million and $0.9 million , respectively. The acquisition had no significant impact on revenues and net earnings for the three and nine months ended March 31, 2017 , since the date of acquisition. Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations. Acquisition of Recommind, Inc. O n July 20, 2016, we acquired all of the equity interest in Recommind, Inc. (Recommind), a leading provider of eDiscovery and information analytics, for approximately $170.1 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our EIM solutions, and through eDiscovery and analytics, provides increased visibility into structured and unstructured data. The results of operations of Recommind, have been consolidated with those of OpenText beginning July 20, 2016. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of July 20, 2016, are set forth below: Current assets $ 30,034 Non-current tangible assets 1,245 Intangible customer assets 51,900 Intangible technology assets 24,800 Deferred tax liabilities (4,360 ) Other liabilities assumed (27,497 ) Total identifiable net assets 76,122 Goodwill 93,985 Net assets acquired $ 170,107 The goodwill of $94.0 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. The fair value of current assets acquired includes accounts receivable with a fair value of $28.7 million . The gross amount receivable was $29.6 million of which $0.9 million of this receivable was expected to be uncollectible. The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for taxation-related balances and for potential adjustments to assets and liabilities. We expect to finalize this determination on or before June 30, 2017. Acquisition-related costs for Recommind included in "Special charges (recoveries)" in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 were $0.2 million and $1.1 million , respectively. The acquisition had no significant impact on revenues and net earnings for the three and nine months ended March 31, 2017 , since the date of acquisition. Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations. Fiscal 2016 Acquisitions Acquisition of ANXe Business Corporation O n May 1, 2016, we acquired all of the equity interest in ANXe Business Corporation (ANX), a leading provider of cloud-based information exchange services to the automotive and healthcare industries, for approximately $104.4 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition strengthens our industry presence and reach in the automotive and healthcare industries through strong customer relationships and targeted business partner collaboration solutions. The results of operations of ANX have been consolidated with those of OpenText beginning May 1, 2016. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of May 1, 2016, are set forth below: Current assets $ 9,712 Non-current tangible assets 511 Intangible customer assets 49,700 Intangible technology assets 5,600 Liabilities assumed (26,204 ) Total identifiable net assets 39,319 Goodwill 65,108 Net assets acquired $ 104,427 The goodwill of $65.1 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $7.0 million is expected to be deductible for tax purposes. The fair value of current assets acquired includes accounts receivable with a fair value of $5.7 million . The gross amount receivable was $5.8 million of which $0.1 million of this receivable was expected to be uncollectible. Purchase of an Asset Group Constituting a Business - CEM Business On April 30, 2016 , we acquired certain customer experience software and services assets and liabilities from HP Inc. (CEM Business) for approximately $160.0 million . Previously, $7.3 million was held back and unpaid in accordance with the terms of the purchase agreement. This amount has since been released and paid during the three months ended September 30, 2016. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our current software portfolio, particularly our Customer Experience Management and Cloud offerings. The results of operations of this acquisition have been consolidated with those of OpenText beginning April 30, 2016 . Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of April 30, 2016 , are set forth below: Current assets $ 3,078 Non-current tangible assets 14,302 Intangible customer assets 33,000 Intangible technology assets 47,000 Liabilities assumed (24,887 ) Total identifiable net assets 72,493 Goodwill 87,507 Net assets acquired $ 160,000 The goodwill of $87.5 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $ 77.0 million is expected to be deductible for tax purposes. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURES | SUPPLEMENTAL CASH FLOW DISCLOSURES Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Cash paid during the period for interest $ 29,889 $ 29,176 $ 83,474 $ 65,412 Cash received during the period for interest $ 1,164 $ 2,870 $ 2,634 $ 3,412 Cash paid during the period for income taxes (1) $ 21,146 $ 5,049 $ 60,828 $ 21,515 (1) Included for the three and nine months ended March 31, 2017 is cash paid of approximately $6.0 million and $20.0 million , respectively, relating to a one-time gain recognized arising from our recent IP reorganization. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2017 | |
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. Per share data and number of Common Shares included in the table below are presented on a post share split basis. See note 12 "Share Capital, Option Plans and Share-based Payments" for additional information about the share split. Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Basic earnings per share Net income attributable to OpenText $ 21,616 $ 69,115 $ 979,522 (1) $ 198,087 Basic earnings per share attributable to OpenText $ 0.08 $ 0.29 $ 3.91 $ 0.82 Diluted earnings per share Net income attributable to OpenText $ 21,616 $ 69,115 $ 979,522 (1) $ 198,087 Diluted earnings per share attributable to OpenText $ 0.08 $ 0.28 $ 3.88 $ 0.81 Weighted-average number of shares outstanding Basic 263,329 242,318 250,538 243,028 Effect of dilutive securities 2,111 1,094 1,931 1,060 Diluted 265,440 243,412 252,469 244,088 Excluded as anti-dilutive (2) 1,117 5,414 1,577 5,494 (1) Please also see note 14 "Income Taxes" for details relating to a one-time tax benefit of $876.1 million recorded during the three months ended September 30, 2016 in connection with an internal reorganization of our subsidiaries. (2) Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2017 | |
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 nine months ended March 31, 2017 , Mr. Stephen Sadler, a director, earned $0.8 million ( nine months ended March 31, 2016 — $0.2 million ) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENTS Cash Dividends As part of our quarterly, non-cumulative cash dividend program, we declared, on May 5, 2017 , a dividend of $0.1320 per Common Share. The record date for this dividend is May 26, 2017 and the payment date is June 16, 2017 . Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board of Directors. Revolver On May 5, 2017, we amended the Revolver to, among other things, (i) extend the maturity from December 22, 2019 to May 5, 2022, and (ii) reduce the interest rate margins by 50 basis points . Borrowings under the Revolver are secured by a first charge over substantially all of our assets, and on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements . These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. In particular, significant estimates, judgments and assumptions include those related to: (i) revenue recognition, (ii) allowance for doubtful accounts, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) 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, (xi) the valuation of pension assets and obligations, and (xii) accounting for income taxes. |
Recent Accounting Pronouncements | Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-07, “Compensation-Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07). This ASU requires entities to disaggregate the service cost component from the other components of net periodic benefit costs and present the service cost component in the same line item as where other current compensation costs for related employees are recorded in the income statement. ASU 2017-07 also requires that the other components of net periodic benefit costs be presented elsewhere in the income statement and outside of income from operations, if that subtotal is presented. Currently we record our net periodic pension costs, including service cost, as a component of compensation expense all within income from operations. ASU 2017-07 is effective for us in our first quarter of our fiscal year ending June 30, 2019, on a retroactive basis, with early adoption permitted. We are currently evaluating the impact of ASU 2017-07 on our Condensed Consolidated Financial Statements. Definition of a Business In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the definition of a Business" (ASU 2017-01) which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for us for acquisitions commencing on or after the first quarter of our fiscal year ending June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date. We have not early adopted ASU 2017-01 as yet. Share-based Compensation In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the presentation within the statement of cash flows for certain components of share-based awards. The standard is effective for us during the first quarter of our fiscal year ending June 30, 2018, with early adoption permitted. While we are still evaluating the impact of ASU 2016-09, we currently believe the most significant impact of this ASU on our consolidated financial statements relate to the treatment of excess tax deficiencies or benefits as a component of income tax expense or (recovery). Under current U.S. GAAP, such amounts are recorded either as an offset to accumulated excess tax benefits or recognized in additional paid in capital. Under the ASU these amounts will directly impact our provision for income taxes. Although historically, over the past three fiscal years, our excess tax benefits on share-based compensation has not been material and we don’t anticipate that our provision for income taxes will be materially impacted by the pending adoption of ASU 2016-09, we note that the amount of excess tax benefits or deficiencies recorded are in part based on the movement of our share price over time as well as on the timing of when employees exercise their share-based compensation awards, both of which are out of the Company’s control and vary from period to period. Investments-Equity Method and Joint Ventures In March 2016, the FASB issued ASU No. 2016-07, "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to Equity Method of Accounting" (ASU 2016-07). The amendments in this update require that the equity method investor add the cost of acquiring any additional interest in an investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Upon qualifying for equity method accounting, no retroactive adjustment of the investment is required. We adopted ASU 2016-07 in the first quarter of our Fiscal 2017. The adoption did not have a material impact on our reported financial position or results of operations and cash flows. Leases In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (ASU 2016-02), which supersedes the guidance in former Accounting Standards Codification (ASC) Topic 840 “Leases”. The most significant change will result in the recognition of lease assets for the right to use the underlying asset and lease liabilities for the obligation to make lease payments by lessees, for those leases classified as operating leases under current guidance. The new guidance will also require significant additional disclosures about the amount, timing and uncertainty of cash flows related to leases. This standard is effective for us for our fiscal year ending June 30, 2020, with early adoption permitted. Upon adoption of ASU 2016-02, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We have formed a sub-committee consisting of internal members from various departments to assess the effect that the pending adoption of ASU 2016-02 will have on our Condensed Consolidated Balance Sheets. Although the sub-committee has not completed their assessment, we expect that the vast majority of the impact is expected to come from our facility leases, and we are currently analyzing the effects of adopting the standard and whether or not the effects will be material. We are also currently evaluating to what extent we want to make use of the practical expedients included in the standard. The financial statement impact of the new standard will depend on the lease agreements in effect at the time of adoption. It is expected that most of our operating lease commitments will be recognized as right of use assets and operating lease liabilities, which will increase our total assets and total liabilities, as reported on our Consolidated Balance Sheet, relative to such amounts prior to adoption. Based on the limited assessment of the impact of Topic 842 performed to date, we currently do not know and are not able to reasonably estimate the impact on our consolidated financial statements. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-04, ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, (collectively referred to as Topic 606). These updates supersede the revenue recognition requirements in ASC Topic 605, "Revenue Recognition" and nearly all other existing revenue recognition guidance under U.S. GAAP. The core principal of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 identifies five steps to be followed to achieve this core principal, which include (i) identifying contract(s) with customers, (ii) identifying performance obligations in the contract(s), (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract(s) and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The new guidance will be effective for us in the first quarter of our fiscal year ending June 30, 2019. Topic 606 can be applied either: (i) retrospectively to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09 or (ii) retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined within ASU 2014-09. We are currently evaluating the effect that the pending adoption of Topic 606 will have on our Condensed Consolidated Financial Statements and related disclosures. Further, we have not yet selected a transition method. Currently, we are still assessing the following: • the volume of contracts that will be affected by the different policy changes stemming from Topic 606 upon adoption; and • the potential changes in business practices that may result from the adoption of the new policies stemming from Topic 606 upon adoption. To date, we have established a project team with the primary objective of evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures, and recommending the transition method to adopt. We are utilizing a bottoms-up approach to analyzing the impact of the new standard on our contracts by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. In parallel, we are assessing the changes to our business processes, systems and controls in order to support the recognition and disclosure under the new standard. While we are continuing to assess all potential impacts of the new revenue recognition standard, we currently believe the most significant impacts will relate to our accounting for implementation services on cloud arrangements, and accounting for on premise subscription offerings. We expect to start quantifying any impact of the new standard in the near term. Under current U.S. GAAP, fees charged for professional services to implement hosted software within a cloud arrangement are deferred and amortized over the estimated customer life because the activities are not deemed to be a separate element for which stand-alone value exists. The requirements for the identification of distinct performance obligations within a contract have changed under the new revenue recognition standard. Under this new standard we will be required to recognize certain implementation services that meet the criteria of being distinct as a separate performance obligation from the on-going cloud arrangement with corresponding revenues recognized as the services are provided to the customer. Costs relating to these implementation services will be expensed as they are incurred. Under current U.S. GAAP, revenue attributable to subscription services related to on premise offerings is recognized ratably over the term of the arrangement because vendor-specific objective evidence (VSOE) does not exist for the undelivered maintenance and support element as it is not sold separately. The requirement to have VSOE for undelivered elements to enable the separation of the delivered software licenses is eliminated under the new revenue recognition standard. Accordingly, under this new standard we will be required to recognize as revenue a portion of the arrangement fee upon delivery of the initial software at the outset of the arrangement. This difference will result in allocating a transaction price to the software component of a subscription offering and thus an earlier recognition of that transaction price. |
Allowance For Doubtful Accoun32
Allowance For Doubtful Accounts (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Changes in Carrying Amount of Allowance For Doubtful Accounts | Balance as of June 30, 2016 $ 6,740 Bad debt expense 4,473 Write-off /adjustments (4,943 ) Balance as of March 31, 2017 $ 6,270 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment by Type | As of March 31, 2017 Cost Accumulated Depreciation Net Furniture and fixtures $ 22,656 $ (14,495 ) $ 8,161 Office equipment 1,214 (593 ) 621 Computer hardware 151,648 (100,717 ) 50,931 Computer software 59,000 (31,554 ) 27,446 Capitalized software development costs 63,845 (25,372 ) 38,473 Leasehold improvements 67,682 (36,905 ) 30,777 Land and buildings 48,425 (9,710 ) 38,715 Total $ 414,470 $ (219,346 ) $ 195,124 As of June 30, 2016 Cost Accumulated Depreciation Net Furniture and fixtures $ 20,462 $ (12,505 ) $ 7,957 Office equipment 823 (226 ) 597 Computer hardware 134,688 (89,351 ) 45,337 Computer software 51,991 (25,134 ) 26,857 Capitalized software development costs 53,540 (16,830 ) 36,710 Leasehold improvements 57,061 (30,743 ) 26,318 Land and buildings 48,529 (8,645 ) 39,884 Total $ 367,094 $ (183,434 ) $ 183,660 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
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, 2016: Balance as of June 30, 2016 $ 2,325,586 Acquisition of Recommind (note 18) 93,985 Acquisition of CCM Business (note 18) 173,198 Acquisition of ECD Business (note 18) 819,366 Adjustments relating to prior acquisitions (note 18) (3,334 ) Adjustments on account of foreign exchange (1,275 ) Balance as of March 31, 2017 $ 3,407,526 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Calculation of Acquired Intangibles by Asset Class | As of March 31, 2017 Cost Accumulated Amortization Net Technology assets $ 935,373 $ (234,116 ) $ 701,257 Customer assets 1,230,806 (373,639 ) 857,167 Total $ 2,166,179 $ (607,755 ) $ 1,558,424 As of June 30, 2016 Cost Accumulated Amortization Net Technology assets $ 359,573 $ (155,848 ) $ 203,725 Customer assets 790,506 (347,991 ) 442,515 Total $ 1,150,079 $ (503,839 ) $ 646,240 |
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, 2017 (three months ended June 30) $ 85,881 2018 338,332 2019 310,933 2020 239,419 2021 165,212 2022 and beyond 418,647 Total $ 1,558,424 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Components of Other Assets | As of March 31, 2017 As of June 30, 2016 Deposits and restricted cash $ 14,542 $ 10,715 Deferred implementation costs 24,380 18,116 Investments 25,493 18,062 Long-term prepaid expenses and other long-term assets 7,626 6,804 Total $ 72,041 $ 53,697 |
Accounts Payable And Accrued 37
Accounts Payable And Accrued Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Current Liabilities | Accounts payable and accrued liabilities are comprised of the following: As of March 31, 2017 As of June 30, 2016 Accounts payable—trade $ 47,497 $ 35,804 Accrued salaries and commissions 90,814 77,813 Accrued liabilities 114,845 113,272 Accrued interest on Senior Notes 25,246 23,562 Amounts payable in respect of restructuring and other Special charges 10,234 5,109 Asset retirement obligations 1,829 1,890 Total $ 290,465 $ 257,450 |
Schedule of Long-Term Accrued Liabilities | As of March 31, 2017 As of June 30, 2016 Amounts payable in respect of restructuring and other Special charges $ 1,829 $ 3,986 Other accrued liabilities* 27,793 19,138 Asset retirement obligations 10,879 6,724 Total $ 40,501 $ 29,848 * Other accrued liabilities consist primarily of tenant allowances, deferred rent and lease fair value adjustments relating to certain facilities acquired through business acquisitions. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Long-Term Debt | Long-term debt is comprised of the following: As of March 31, 2017 As of June 30, 2016 Total debt Senior Notes 2026 $ 850,000 $ 600,000 Senior Notes 2023 800,000 800,000 Term Loan B 774,060 780,000 Revolver 225,000 — Total principal payments due 2,649,060 2,180,000 Premium on Senior Notes 2026 6,736 — Debt issuance costs (34,231 ) (34,013 ) Total amount outstanding 2,621,565 2,145,987 Less: Current portion of long-term debt Term Loan B 7,760 8,000 Revolver 225,000 — Total current portion of long-term debt 232,760 8,000 Non-current portion of long-term debt $ 2,388,805 $ 2,137,987 |
Pension Plans and Other Post 39
Pension Plans and Other Post Retirement Benefits (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plan and Long-Term Employee Benefit Obligations | The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT), GXS GmbH ( GXS GER ) and GXS Philippines, Inc. ( GXS PHP ) as of March 31, 2017 and June 30, 2016 : As of March 31, 2017 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 28,047 $ 608 $ 27,439 GXS Germany defined benefit plan 23,461 825 22,636 GXS Philippines defined benefit plan 4,285 74 4,211 Other plans 3,198 184 3,014 Total $ 58,991 $ 1,691 $ 57,300 As of June 30, 2016 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 29,450 $ 589 $ 28,861 GXS Germany defined benefit plan 24,729 772 23,957 GXS Philippines defined benefit plan 7,341 30 7,311 Other plans 3,330 1,466 1,864 Total $ 64,850 $ 2,857 $ 61,993 *The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets (see note 9 "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 March 31, 2017 As of June 30, 2016 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of period $ 29,450 $ 24,729 $ 7,341 $ 61,520 $ 26,091 $ 22,420 $ 7,025 $ 55,536 Service cost 347 292 838 1,477 422 359 1,628 2,409 Interest cost 339 279 172 790 610 543 314 1,467 Benefits paid (345 ) (591 ) (36 ) (972 ) (534 ) (770 ) (190 ) (1,494 ) Actuarial (gain) loss (1,058 ) (690 ) (3,696 ) (5,444 ) 3,299 2,564 (1,145 ) 4,718 Foreign exchange (gain) loss (686 ) (558 ) (334 ) (1,578 ) (438 ) (387 ) (291 ) (1,116 ) Benefit obligation—end of period 28,047 23,461 4,285 55,793 29,450 24,729 7,341 61,520 Less: Current portion (608 ) (825 ) (74 ) (1,507 ) (589 ) (772 ) (30 ) (1,391 ) Non-current portion of benefit obligation $ 27,439 $ 22,636 $ 4,211 $ 54,286 $ 28,861 $ 23,957 $ 7,311 $ 60,129 |
Components of Net Pension Expense for Pension Plan | The following are details of net pension expense relating to the following pension plans: Three Months Ended March 31, 2017 2016 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 115 $ 97 $ 196 $ 408 $ 106 $ 86 $ 393 $ 585 Interest cost 113 93 51 257 153 140 78 371 Amortization of actuarial (gains) and losses 155 42 (12 ) 185 107 6 — 113 Net pension expense $ 383 $ 232 $ 235 $ 850 $ 366 $ 232 $ 471 $ 1,069 Nine Months Ended March 31, 2017 2016 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 347 $ 292 $ 838 $ 1,477 $ 317 $ 274 $ 1,244 $ 1,835 Interest cost 339 279 172 790 458 405 240 1,103 Amortization of actuarial (gains) and losses 465 125 (36 ) 554 319 17 — 336 Net pension expense $ 1,151 $ 696 $ 974 $ 2,821 $ 1,094 $ 696 $ 1,484 $ 3,274 |
Schedule of Weighted-Average Key Assumptions Used for CDT Pension Plan | In determining the fair value of the pension plan benefit obligations as of March 31, 2017 and June 30, 2016 , respectively, we used the following weighted-average key assumptions: As of March 31, 2017 As of June 30, 2016 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 2.00% 2.00% 6.20% 2.00% 2.00% 6.20% Pension increases 1.75% 2.00% N/A 1.75% 2.00% N/A Discount rate 1.83% 1.83% 5.00% 1.56% 1.56% 4.25% Normal retirement age 65 65-67 60 65 65-67 60 Employee fluctuation rate: to age 20 —% N/A 12.19% —% N/A 7.90% to age 25 —% N/A 16.58% —% N/A 5.70% to age 30 1.00% N/A 13.97% 1.00% N/A 4.10% to age 35 0.50% N/A 10.77% 0.50% N/A 2.90% to age 40 —% N/A 7.39% —% N/A 1.90% to age 45 0.50% N/A 3.28% 0.50% N/A 1.40% to age 50 0.50% N/A —% 0.50% N/A —% from age 51 1.00% N/A —% 1.00% N/A —% |
Anticipated Pension Payments Under Pension Plan | Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows: Fiscal years ending June 30, CDT GXS GER GXS PHP 2017 (three months ended June 30) $ 144 $ 190 $ 18 2018 618 847 82 2019 692 904 122 2020 756 954 159 2021 837 968 203 2022 to 2026 4,944 5,351 1,834 Total $ 7,991 $ 9,214 $ 2,418 |
Share Capital, Option Plans a40
Share Capital, Option Plans and Share-Based Payments (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-based Compensation Costs | Total share-based compensation expense for the periods indicated below is detailed as follows: Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Stock options $ 2,365 $ 3,025 $ 9,040 $ 9,785 Performance Share Units (issued under LTIP) 926 610 2,754 1,957 Restricted Share Units (issued under LTIP) 1,573 1,150 4,940 3,754 Restricted Share Units (other) 534 330 2,029 1,041 Deferred Share Units (directors) 558 533 1,899 2,225 Employee Share Purchase Plan 705 318 1,711 318 Total share-based compensation expense $ 6,661 $ 5,966 $ 22,373 $ 19,080 |
Summary of Option Activity | A summary of activity under our stock option plans for the nine months ended March 31, 2017 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2016 8,354,816 $ 21.94 Granted 1,576,474 31.34 Exercised (832,968 ) 19.98 Forfeited or expired (133,914 ) 25.00 Outstanding at March 31, 2017 8,964,408 $ 23.73 4.27 $ 92,191 Exercisable at March 31, 2017 3,883,554 $ 19.00 2.80 $ 58,280 |
Schedule of Weighted-Average Fair Value of Options and Weighted-Average Assumptions Used | For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Weighted–average fair value of options granted $ 7.32 $ 5.41 $ 6.86 $ 5.53 Weighted-average assumptions used: Expected volatility 27.64 % 31.53 % 28.61 % 32.23 % Risk–free interest rate 1.70 % 1.08 % 1.32 % 1.34 % Expected dividend yield 1.37 % 1.70 % 1.42 % 1.66 % Expected life (in years) 4.34 4.33 4.33 4.33 Forfeiture rate (based on historical rates) 5 % 5 % 5 % 5 % Average exercise share price $ 33.48 $ 23.51 $ 31.34 $ 23.07 |
Guarantees and Contingencies (T
Guarantees and Contingencies (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations | We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total April 1, 2017— July 1, 2017— July 1, 2019— July 1, 2021 Long term debt obligations (1) $ 3,483,024 $ 33,488 $ 478,197 $ 981,651 $ 1,989,688 Operating lease obligations (2) 293,266 16,967 107,232 71,949 97,118 Purchase obligations 22,575 2,499 15,459 4,609 8 $ 3,798,865 $ 52,954 $ 600,888 $ 1,058,209 $ 2,086,814 (1) Includes interest and principal payments. We currently have borrowings outstanding under the Revolver, which we expect to repay over the next few quarters. Please see note 10 "Long-Term Debt" for more details. (2) Net of $7.3 million of sublease income to be received from properties which we have subleased to third parties. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Interest and Penalties Related to Liabilities for Income Tax Expense | For the three and nine months ended March 31, 2017 and 2016 , we recognized the following amounts as income tax-related interest expense and penalties: Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Interest expense $ 1,673 $ 949 $ 4,456 $ 3,921 Penalties expense (recoveries) 6 7 (318 ) (2,719 ) Total $ 1,679 $ 956 $ 4,138 $ 1,202 |
Interest Accrued and Penalties Accrued Related to Income Tax Expense | As of March 31, 2017 and June 30, 2016 , the following amounts have been accrued on account of income tax-related interest expense and penalties: As of March 31, 2017 As of June 30, 2016 Interest expense accrued * $ 38,674 $ 34,476 Penalties accrued * $ 1,271 $ 1,615 * These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets . |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of March 31, 2017 and June 30, 2016 : March 31, 2017 June 30, 2016 Fair Market Measurements using: Fair Market Measurements using: March 31, 2017 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2016 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs (Level 1) (Level 2) (Level 3) (Level 1) (Level 2) (Level 3) Financial Assets: Short-term investments* $ 2,698 N/A $ 2,698 N/A $ 11,839 N/A $ 11,839 N/A Derivative financial instrument asset (note 16) — N/A — N/A 792 N/A 792 N/A $ 2,698 N/A $ 2,698 N/A $ 12,631 N/A $ 12,631 N/A Financial Liabilities: Derivative financial instrument liability (note 16) $ (260 ) N/A $ (260 ) N/A $ — N/A $ — N/A $ (260 ) N/A $ (260 ) N/A $ — N/A $ — N/A *These assets in the table above are classified as Level 2 as certain specific assets included within may not have quoted prices that are readily accessible in an active market or we may have relied on alternative pricing methods that do not rely exclusively on quoted prices to determine the fair value of the investments. |
Fair Value, by Balance Sheet Grouping | A summary of our short-term investments outstanding as of March 31, 2017 and June 30, 2016 is as follows: As of March 31, 2017 As of June 30, 2016 Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Short-term investments $ 2,406 $ 294 $ (2 ) $ 2,698 $ 11,406 $ 436 $ (3 ) $ 11,839 |
Derivative Instruments and He44
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
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 Condensed Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects). Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets (see note 15 "Fair Value Measurement") As of March 31, 2017 As of June 30, 2016 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) $ (260 ) $ 792 |
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Three and Nine Months Ended March 31, 2017 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Location of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) Three Months Ended March 31, 2017 Nine Months Ended March 31, 2017 Three Months Ended March 31, 2017 Nine Months Ended March 31, 2017 Three Months Ended March 31, 2017 Nine Months Ended March 31, 2017 Foreign currency forward contracts $ 473 $ (960 ) Operating $ (54 ) $ 92 N/A $ — $ — Three and Nine Months Ended March 31, 2016 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Location of Amount of Gain or Location of Amount of Gain or (Loss) Recognized in Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Foreign currency forward contracts $ 2,877 $ (3,679 ) Operating $ (1,477 ) $ (3,281 ) N/A $ — $ — |
Special Charges (Recoveries) (T
Special Charges (Recoveries) (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
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. Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Fiscal 2017 Restructuring Plan $ 18,888 $ — $ 20,744 $ — Fiscal 2015 Restructuring Plan (28 ) 751 (2,667 ) 21,780 OpenText/GXS Restructuring Plan (37 ) 28 814 (2,006 ) Restructuring Plans prior to OpenText/GXS Restructuring Plan (3 ) — (19 ) 4 Acquisition-related costs 4,639 855 15,305 2,015 Other charges (recoveries) (2,873 ) (3,305 ) 9,980 2,961 Total $ 20,586 $ (1,671 ) $ 44,157 $ 24,754 |
Fiscal 2017 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below. Fiscal 2017 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ — $ — $ — Accruals and adjustments 19,744 1,000 20,744 Cash payments (6,528 ) (326 ) (6,854 ) Foreign exchange and other non-cash adjustments (5,710 ) (103 ) (5,813 ) Balance payable as at March 31, 2017 $ 7,506 $ 571 $ 8,077 |
Fiscal 2015 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below. Fiscal 2015 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ 3,145 $ 5,046 $ 8,191 Accruals and adjustments (1,143 ) (1,524 ) (2,667 ) Cash payments (1,674 ) (850 ) (2,524 ) Foreign exchange and other non-cash adjustments (131 ) (73 ) (204 ) Balance payable as at March 31, 2017 $ 197 $ 2,599 $ 2,796 |
OpenText/GXS Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below. OpenText/GXS Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ 115 $ 606 $ 721 Accruals and adjustments 224 590 814 Cash payments — (431 ) (431 ) Foreign exchange and other non-cash adjustments (101 ) 30 (71 ) Balance payable as at March 31, 2017 $ 238 $ 795 $ 1,033 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
ECD Business | |
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 January 23, 2017, are set forth below: Current assets $ 11,651 Non-current assets 103,557 Intangible customer assets 407,000 Intangible technology assets 459,000 Liabilities assumed (178,180 ) Total identifiable net assets 803,028 Goodwill 819,366 Net assets acquired $ 1,622,394 |
Business Acquisition, Pro Forma Information | The amount of the ECD Business’ revenues and net loss included in our Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 is set forth below: January 23, 2017 - March 31, 2017 Revenues $ 79,846 Net Loss* $ (16,582 ) *Net loss includes one-time fees of approximately $12.2 million on account of special charges and $22.8 million of amortization charges relating to acquired intangible assets. These losses were partially offset by a tax recovery of $7.5 million . Net loss includes certain expenses that have been allocated to the ECD Business, as separately identifiable expenses are not available because of our continued efforts at fully integrating the ECD Business within our combined company. The unaudited pro forma revenues and net income of the combined entity for the three and nine months ended March 31, 2017 and 2016, respectively, had the acquisition been consummated as of July 1, 2015, are set forth below: Supplemental Unaudited Pro forma Information Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Total revenues $ 631,664 $ 576,503 $ 1,962,090 $ 1,772,684 Net income (1)(2) $ 24,007 $ 83,924 $ 975,851 $ 245,714 (1) Included in pro forma net income for the periods above are estimated amortization charges relating to the allocated values of acquired intangible assets. (2) Included in net income for the nine months ended March 31, 2017 is a significant tax benefit of $876.1 million associated with the recognition of a net deferred tax asset ensuing from the Company’s internal reorganization that occurred in July 2016. |
CCM Business | |
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 July 31, 2016, are set forth below: Current assets $ 683 Non-current deferred tax asset 11,861 Non-current tangible assets 2,348 Intangible customer assets 64,000 Intangible technology assets 101,000 Liabilities assumed (38,090 ) Total identifiable net assets 141,802 Goodwill 173,198 Net assets acquired $ 315,000 |
Recommind 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 preliminary fair values as of July 20, 2016, are set forth below: Current assets $ 30,034 Non-current tangible assets 1,245 Intangible customer assets 51,900 Intangible technology assets 24,800 Deferred tax liabilities (4,360 ) Other liabilities assumed (27,497 ) Total identifiable net assets 76,122 Goodwill 93,985 Net assets acquired $ 170,107 |
ANXeBusiness Corp. | |
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 May 1, 2016, are set forth below: Current assets $ 9,712 Non-current tangible assets 511 Intangible customer assets 49,700 Intangible technology assets 5,600 Liabilities assumed (26,204 ) Total identifiable net assets 39,319 Goodwill 65,108 Net assets acquired $ 104,427 |
CEM Business | |
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 April 30, 2016 , are set forth below: Current assets $ 3,078 Non-current tangible assets 14,302 Intangible customer assets 33,000 Intangible technology assets 47,000 Liabilities assumed (24,887 ) Total identifiable net assets 72,493 Goodwill 87,507 Net assets acquired $ 160,000 |
Supplemental Cash Flow Disclo47
Supplemental Cash Flow Disclosures (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Cash paid during the period for interest $ 29,889 $ 29,176 $ 83,474 $ 65,412 Cash received during the period for interest $ 1,164 $ 2,870 $ 2,634 $ 3,412 Cash paid during the period for income taxes (1) $ 21,146 $ 5,049 $ 60,828 $ 21,515 (1) Included for the three and nine months ended March 31, 2017 is cash paid of approximately $6.0 million and $20.0 million , respectively, relating to a one-time gain recognized arising from our recent IP reorganization. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Basic earnings per share Net income attributable to OpenText $ 21,616 $ 69,115 $ 979,522 (1) $ 198,087 Basic earnings per share attributable to OpenText $ 0.08 $ 0.29 $ 3.91 $ 0.82 Diluted earnings per share Net income attributable to OpenText $ 21,616 $ 69,115 $ 979,522 (1) $ 198,087 Diluted earnings per share attributable to OpenText $ 0.08 $ 0.28 $ 3.88 $ 0.81 Weighted-average number of shares outstanding Basic 263,329 242,318 250,538 243,028 Effect of dilutive securities 2,111 1,094 1,931 1,060 Diluted 265,440 243,412 252,469 244,088 Excluded as anti-dilutive (2) 1,117 5,414 1,577 5,494 (1) Please also see note 14 "Income Taxes" for details relating to a one-time tax benefit of $876.1 million recorded during the three months ended September 30, 2016 in connection with an internal reorganization of our subsidiaries. (2) Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | Jan. 24, 2017 | Dec. 21, 2016 | Mar. 31, 2017 |
Class of Stock Disclosures [Abstract] | |||
Stock split ratio | 2 | 2 | |
OT South Africa | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by Open Text | 90.00% | ||
GXS Korea | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by Open Text | 85.00% | ||
GXS Singapore | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by Open Text | 81.00% |
Allowance For Doubtful Accoun50
Allowance For Doubtful Accounts - Changes In Carrying Amount (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance as of June 30, 2016 | $ 6,740 | |
Bad debt expense | 4,473 | |
Write-off /adjustments | (4,943) | |
Balance as of March 31, 2017 | 6,270 | |
Unbilled receivables | $ 50,300 | $ 35,600 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 414,470 | $ 367,094 |
Accumulated Depreciation | (219,346) | (183,434) |
Net | 195,124 | 183,660 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 22,656 | 20,462 |
Accumulated Depreciation | (14,495) | (12,505) |
Net | 8,161 | 7,957 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,214 | 823 |
Accumulated Depreciation | (593) | (226) |
Net | 621 | 597 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 151,648 | 134,688 |
Accumulated Depreciation | (100,717) | (89,351) |
Net | 50,931 | 45,337 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 59,000 | 51,991 |
Accumulated Depreciation | (31,554) | (25,134) |
Net | 27,446 | 26,857 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 63,845 | 53,540 |
Accumulated Depreciation | (25,372) | (16,830) |
Net | 38,473 | 36,710 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 67,682 | 57,061 |
Accumulated Depreciation | (36,905) | (30,743) |
Net | 30,777 | 26,318 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 48,425 | 48,529 |
Accumulated Depreciation | (9,710) | (8,645) |
Net | $ 38,715 | $ 39,884 |
Goodwill - Summary Of Changes I
Goodwill - Summary Of Changes In Carrying Amount Of Goodwill (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance as of June 30, 2016 | $ 2,325,586 |
Adjustment relating to acquisition | (3,334) |
Adjustments on account of foreign exchange | (1,275) |
Balance as of March 31, 2017 | 3,407,526 |
Recommind Inc | |
Goodwill [Roll Forward] | |
Goodwill acquired | 93,985 |
CCM Business | |
Goodwill [Roll Forward] | |
Goodwill acquired | 173,198 |
ECD Business | |
Goodwill [Roll Forward] | |
Goodwill acquired | $ 819,366 |
Acquired Intangible Assets - Ca
Acquired Intangible Assets - Calculation Of Acquired Intangibles By Asset Class (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 2,166,179 | $ 1,150,079 |
Accumulated Amortization | (607,755) | (503,839) |
Total | 1,558,424 | 646,240 |
Technology assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 935,373 | 359,573 |
Accumulated Amortization | (234,116) | (155,848) |
Total | 701,257 | 203,725 |
Intangible assets fully amortized during the period | $ 9,000 | |
Weighted-average amortization period (in years) for acquired intangible assets | 6 years | |
Customer assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 1,230,806 | 790,506 |
Accumulated Amortization | (373,639) | (347,991) |
Total | 857,167 | $ 442,515 |
Intangible assets fully amortized during the period | $ 82,600 | |
Weighted-average amortization period (in years) for acquired intangible assets | 8 years |
Acquired Intangible Assets - 54
Acquired Intangible Assets - Calculation Of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 (three months ended June 30) | $ 85,881 | |
2,018 | 338,332 | |
2,019 | 310,933 | |
2,020 | 239,419 | |
2,021 | 165,212 | |
2022 and beyond | 418,647 | |
Total | $ 1,558,424 | $ 646,240 |
Other Assets (Details)
Other Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |||||
Deposits and restricted cash | $ 14,542,000 | $ 14,542,000 | $ 10,715,000 | ||
Deferred implementation costs | 24,380,000 | 24,380,000 | 18,116,000 | ||
Investments | 25,493,000 | 25,493,000 | 18,062,000 | ||
Long-term prepaid expenses and other long-term assets | 7,626,000 | 7,626,000 | 6,804,000 | ||
Total other assets | 72,041,000 | 72,041,000 | $ 53,697,000 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Income from equity method investments | $ 200,000 | $ 0 | $ 6,153,000 | $ 0 | |
Minimum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 4.00% | 4.00% | |||
Maximum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 20.00% | 20.00% |
Deferred Charges and Credits (D
Deferred Charges and Credits (Details) | 9 Months Ended |
Mar. 31, 2017 | |
Minimum | |
Schedule of Deferred Charges and Credits [Line Items] | |
Deferred charges and credits amortization, period | 6 years |
Maximum | |
Schedule of Deferred Charges and Credits [Line Items] | |
Deferred charges and credits amortization, period | 15 years |
Accounts Payable And Accrued 57
Accounts Payable And Accrued Liabilities - Schedule Of Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable—trade | $ 47,497 | $ 35,804 |
Accrued salaries and commissions | 90,814 | 77,813 |
Accrued liabilities | 114,845 | 113,272 |
Accrued interest on Senior Notes | 25,246 | 23,562 |
Amounts payable in respect of restructuring and other Special charges | 10,234 | 5,109 |
Asset retirement obligations | 1,829 | 1,890 |
Total | $ 290,465 | $ 257,450 |
Accounts Payable And Accrued 58
Accounts Payable And Accrued Liabilities - Schedule Of Long-Term Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Amounts payable in respect of restructuring and other Special charges | $ 1,829 | $ 3,986 |
Other accrued liabilities | 27,793 | 19,138 |
Asset retirement obligations | 10,879 | 6,724 |
Total | $ 40,501 | $ 29,848 |
Accounts Payable And Accrued 59
Accounts Payable And Accrued Liabilities - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Jun. 30, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Present value of asset retirement obligation | $ 12.7 | $ 8.6 |
Undiscounted value of asset retirement obligation | $ 14.2 | $ 9.2 |
Long-Term Debt - Schedule Of Lo
Long-Term Debt - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 20, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||
Total debt | $ 2,649,060 | $ 2,180,000 | |
Premium on Senior Notes 2026 | 6,736 | 0 | |
Debt issuance costs | (34,231) | (34,013) | |
Total amount outstanding | 2,621,565 | 2,145,987 | |
Less: | |||
Current portion of long-term debt | 232,760 | 8,000 | |
Non-current portion of long-term debt | 2,388,805 | 2,137,987 | |
Term Loan B | |||
Debt Instrument [Line Items] | |||
Total debt | 774,060 | 780,000 | |
Debt issuance costs | (800) | ||
Less: | |||
Current portion of long-term debt | 7,760 | 8,000 | |
Senior Notes | Senior Notes 2026 | |||
Debt Instrument [Line Items] | |||
Total debt | 850,000 | 600,000 | |
Debt issuance costs | $ (3,700) | ||
Senior Notes | Senior Notes 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | 800,000 | 800,000 | |
Line of Credit | Revolver | |||
Debt Instrument [Line Items] | |||
Total debt | 225,000 | 0 | |
Less: | |||
Current portion of long-term debt | $ 225,000 | $ 0 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Fixed Rate Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 20, 2016 | Jun. 30, 2016 | May 31, 2016 | Jan. 15, 2015 | |
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 2,649,060,000 | $ 2,649,060,000 | $ 2,180,000,000 | |||||
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% | |||||||
Debt premium issue price percentage | 102.75% | |||||||
Long-term debt | 850,000,000 | 850,000,000 | 600,000,000 | |||||
Interest expense | 12,500,000 | $ 0 | 30,700,000 | $ 0 | ||||
Senior Notes | Senior Notes 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 800,000,000 | |||||||
Debt instrument stated interest rate | 5.625% | |||||||
Long-term debt | 800,000,000 | 800,000,000 | $ 800,000,000 | |||||
Interest expense | $ 11,200,000 | $ 11,200,000 | $ 33,700,000 | $ 33,700,000 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Details) - USD ($) | Mar. 31, 2017 | Feb. 22, 2017 | Jan. 26, 2017 | Jan. 13, 2017 | Jan. 16, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 01, 2017 | Jan. 31, 2017 | Dec. 20, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||||||||||||
Proceeds from line of credit | $ 225,000,000 | $ 0 | |||||||||||
Long-term debt | $ 2,649,060,000 | $ 2,649,060,000 | 2,649,060,000 | $ 2,180,000,000 | |||||||||
Debt issuance costs | 34,231,000 | 34,231,000 | 34,231,000 | 34,013,000 | |||||||||
Write off of unamortized debt issuance costs | 833,000 | 0 | |||||||||||
Term Loan B | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit agreement, maximum capacity | $ 800,000,000 | ||||||||||||
Term loan period, years | 7 years | ||||||||||||
Term loan quarterly repayment as percentage of principal | 0.25% | ||||||||||||
Interest addition to floating rate | 0.00% | 0.75% | |||||||||||
Interest expense | 6,000,000 | $ 6,400,000 | 19,000,000 | 19,500,000 | |||||||||
Long-term debt | 774,060,000 | 774,060,000 | 774,060,000 | 780,000,000 | |||||||||
Debt issuance costs | $ 800,000 | 800,000 | 800,000 | ||||||||||
Write off of unamortized debt issuance costs | 800,000 | 800,000 | |||||||||||
Term Loan B | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest addition to floating rate | 2.00% | 2.00% | 2.50% | ||||||||||
Senior Notes | Senior Notes 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 12,500,000 | 0 | 30,700,000 | 0 | |||||||||
Long-term debt | $ 850,000,000 | 850,000,000 | 850,000,000 | 600,000,000 | |||||||||
Debt issuance costs | $ 3,700,000 | ||||||||||||
Line of Credit | Revolver | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit agreement, maximum capacity | $ 450,000,000 | $ 300,000,000 | |||||||||||
Interest expense | 1,300,000 | $ 0 | 1,300,000 | $ 0 | |||||||||
Proceeds from line of credit | $ 25,000,000 | $ 200,000,000 | |||||||||||
Long-term debt | 225,000,000 | 225,000,000 | 225,000,000 | $ 0 | |||||||||
Debt issuance costs, revolver | $ 500,000 | $ 500,000 | $ 500,000 |
Pension Plans And Other Post 63
Pension Plans And Other Post Retirement Benefits - Schedule of Defined Benefit Plans and Long-Term Employee Benefit Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Assumptions: | ||
Total benefit obligation | $ 58,991 | $ 64,850 |
Current portion of benefit obligation | 1,691 | 2,857 |
Non-current portion of benefit obligation | 57,300 | 61,993 |
Other plans | ||
Assumptions: | ||
Total benefit obligation | 3,198 | 3,330 |
Current portion of benefit obligation | 184 | 1,466 |
Non-current portion of benefit obligation | 3,014 | 1,864 |
CDT | Pension Plan | ||
Assumptions: | ||
Total benefit obligation | 28,047 | 29,450 |
Current portion of benefit obligation | 608 | 589 |
Non-current portion of benefit obligation | 27,439 | 28,861 |
GXS Germany | Pension Plan | ||
Assumptions: | ||
Total benefit obligation | 23,461 | 24,729 |
Current portion of benefit obligation | 825 | 772 |
Non-current portion of benefit obligation | 22,636 | 23,957 |
GXS Philippines | Pension Plan | ||
Assumptions: | ||
Total benefit obligation | 4,285 | 7,341 |
Current portion of benefit obligation | 74 | 30 |
Non-current portion of benefit obligation | $ 4,211 | $ 7,311 |
Pension Plans and Other Post 64
Pension Plans and Other Post Retirement Benefits - Narrative (Details) - Pension Plan | 9 Months Ended |
Mar. 31, 2017USD ($) | |
CDT | |
Assumptions: | |
Contributions made by employer to plan | $ 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the remainder of this fiscal year | 200,000 |
GXS Germany | |
Assumptions: | |
Contributions made by employer to plan | 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the remainder of this fiscal year | 41,500 |
GXS Philippines | |
Assumptions: | |
Contributions made by employer to plan | 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the remainder of this fiscal year | 11,700 |
Fair value of plan assets | $ 33,300 |
Pension Plans and Other Post 65
Pension Plans and Other Post Retirement Benefits - Schedule of the Change in Benefit Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | $ 61,520 | $ 55,536 | $ 55,536 | ||
Service cost | 1,477 | 2,409 | |||
Interest cost | 790 | 1,467 | |||
Benefits paid | (972) | (1,494) | |||
Actuarial (gain) loss | (5,444) | 4,718 | |||
Foreign exchange (gain) loss | (1,578) | (1,116) | |||
Benefit obligation—end of period | $ 55,793 | 55,793 | 61,520 | ||
Less: Current portion | (1,507) | (1,507) | (1,391) | ||
Non-current portion of benefit obligation | 54,286 | 54,286 | 60,129 | ||
Pension Plan | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Service cost | 408 | $ 585 | 1,477 | 1,835 | |
Interest cost | 257 | 371 | 790 | 1,103 | |
Pension Plan | CDT | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | 29,450 | 26,091 | 26,091 | ||
Service cost | 115 | 106 | 347 | 317 | 422 |
Interest cost | 113 | 153 | 339 | 458 | 610 |
Benefits paid | (345) | (534) | |||
Actuarial (gain) loss | (1,058) | 3,299 | |||
Foreign exchange (gain) loss | (686) | (438) | |||
Benefit obligation—end of period | 28,047 | 28,047 | 29,450 | ||
Less: Current portion | (608) | (608) | (589) | ||
Non-current portion of benefit obligation | 27,439 | 27,439 | 28,861 | ||
Pension Plan | GXS Germany | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | 24,729 | 22,420 | 22,420 | ||
Service cost | 97 | 86 | 292 | 274 | 359 |
Interest cost | 93 | 140 | 279 | 405 | 543 |
Benefits paid | (591) | (770) | |||
Actuarial (gain) loss | (690) | 2,564 | |||
Foreign exchange (gain) loss | (558) | (387) | |||
Benefit obligation—end of period | 23,461 | 23,461 | 24,729 | ||
Less: Current portion | (825) | (825) | (772) | ||
Non-current portion of benefit obligation | 22,636 | 22,636 | 23,957 | ||
Pension Plan | GXS Philippines | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of period | 7,341 | 7,025 | 7,025 | ||
Service cost | 196 | 393 | 838 | 1,244 | 1,628 |
Interest cost | 51 | $ 78 | 172 | $ 240 | 314 |
Benefits paid | (36) | (190) | |||
Actuarial (gain) loss | (3,696) | (1,145) | |||
Foreign exchange (gain) loss | (334) | (291) | |||
Benefit obligation—end of period | 4,285 | 4,285 | 7,341 | ||
Less: Current portion | (74) | (74) | (30) | ||
Non-current portion of benefit obligation | $ 4,211 | $ 4,211 | $ 7,311 |
Pension Plans and Other Post 66
Pension Plans and Other Post Retirement Benefits - Components of Net Pension Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Assumptions: | |||||
Service cost | $ 1,477 | $ 2,409 | |||
Interest cost | 790 | 1,467 | |||
Net pension expense | 2,953 | $ 3,459 | |||
Pension Plan | |||||
Assumptions: | |||||
Service cost | $ 408 | $ 585 | 1,477 | 1,835 | |
Interest cost | 257 | 371 | 790 | 1,103 | |
Amortization of actuarial (gains) and losses | 185 | 113 | 554 | 336 | |
Net pension expense | 850 | 1,069 | 2,821 | 3,274 | |
Pension Plan | CDT | |||||
Assumptions: | |||||
Service cost | 115 | 106 | 347 | 317 | 422 |
Interest cost | 113 | 153 | 339 | 458 | 610 |
Amortization of actuarial (gains) and losses | 155 | 107 | 465 | 319 | |
Net pension expense | 383 | 366 | 1,151 | 1,094 | |
Pension Plan | GXS Germany | |||||
Assumptions: | |||||
Service cost | 97 | 86 | 292 | 274 | 359 |
Interest cost | 93 | 140 | 279 | 405 | 543 |
Amortization of actuarial (gains) and losses | 42 | 6 | 125 | 17 | |
Net pension expense | 232 | 232 | 696 | 696 | |
Pension Plan | GXS Philippines | |||||
Assumptions: | |||||
Service cost | 196 | 393 | 838 | 1,244 | 1,628 |
Interest cost | 51 | 78 | 172 | 240 | $ 314 |
Amortization of actuarial (gains) and losses | (12) | 0 | (36) | 0 | |
Net pension expense | $ 235 | $ 471 | $ 974 | $ 1,484 |
Pension Plans And Other Post 67
Pension Plans And Other Post Retirement Benefits - Schedule Of Weighted-Average Key Assumptions Used For Pension Plans (Details) - Pension Plan | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
CDT | ||
Assumptions: | ||
Salary increases | 2.00% | 2.00% |
Pension increases | 1.75% | 1.75% |
Discount rate | 1.83% | 1.56% |
Normal retirement age | 65 years | 65 years |
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% |
GXS Germany | ||
Assumptions: | ||
Salary increases | 2.00% | 2.00% |
Pension increases | 2.00% | 2.00% |
Discount rate | 1.83% | 1.56% |
GXS Germany | Minimum | ||
Assumptions: | ||
Normal retirement age | 65 years | 65 years |
GXS Germany | Maximum | ||
Assumptions: | ||
Normal retirement age | 67 years | 67 years |
GXS Philippines | ||
Assumptions: | ||
Salary increases | 6.20% | 6.20% |
Discount rate | 5.00% | 4.25% |
Normal retirement age | 60 years | 60 years |
GXS Philippines | to age 20 | ||
Assumptions: | ||
Employee fluctuation rate | 12.19% | 7.90% |
GXS Philippines | to age 25 | ||
Assumptions: | ||
Employee fluctuation rate | 16.58% | 5.70% |
GXS Philippines | to age 30 | ||
Assumptions: | ||
Employee fluctuation rate | 13.97% | 4.10% |
GXS Philippines | to age 35 | ||
Assumptions: | ||
Employee fluctuation rate | 10.77% | 2.90% |
GXS Philippines | to age 40 | ||
Assumptions: | ||
Employee fluctuation rate | 7.39% | 1.90% |
GXS Philippines | to age 45 | ||
Assumptions: | ||
Employee fluctuation rate | 3.28% | 1.40% |
GXS Philippines | to age 50 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS Philippines | from age 51 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
Pension Plans And Other Post 68
Pension Plans And Other Post Retirement Benefits - Anticipated Pension Payments Under Pension Plans (Details) - Pension Plan $ in Thousands | Mar. 31, 2017USD ($) |
CDT | |
Assumptions: | |
2017 (three months ended June 30) | $ 144 |
2,018 | 618 |
2,019 | 692 |
2,020 | 756 |
2,021 | 837 |
2022 to 2026 | 4,944 |
Total | 7,991 |
GXS Germany | |
Assumptions: | |
2017 (three months ended June 30) | 190 |
2,018 | 847 |
2,019 | 904 |
2,020 | 954 |
2,021 | 968 |
2022 to 2026 | 5,351 |
Total | 9,214 |
GXS Philippines | |
Assumptions: | |
2017 (three months ended June 30) | 18 |
2,018 | 82 |
2,019 | 122 |
2,020 | 159 |
2,021 | 203 |
2022 to 2026 | 1,834 |
Total | $ 2,418 |
Share Capital, Option Plans a69
Share Capital, Option Plans and Share-Based Payments - Additional Information (Details) | Jan. 24, 2017 | Dec. 21, 2016shares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016shares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Jul. 26, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock split ratio | 2 | 2 | ||||||
Share sub-division (in shares) | 1 | |||||||
Dividends declared per common share (in dollars per share) | $ / shares | $ 0.115 | $ 0.1 | $ 0.345 | $ 0.3 | ||||
Payments of dividends | $ | $ 30,300,000 | $ 24,100,000 | $ 85,953,000 | $ 71,627,000 | ||||
Preference shares issued (in shares) | 0 | 0 | ||||||
Common shares repurchased (in shares) | 123,785 | 0 | 123,785 | 450,000 | ||||
Stock repurchase amount | $ | $ 4,200,000 | $ 0 | $ 4,200,000 | $ 10,600,000 | ||||
Issuance of treasury stock (in shares) | 44,000 | 20,000 | 393,922 | 434,156 | ||||
Authorized repurchase amount | $ | $ 200,000,000 | |||||||
Stock repurchased under the repurchase plan (in shares) | 0 | 0 | ||||||
Common shares repurchased and cancelled during period, shares (in shares) | 2,952,496 | |||||||
Common shares repurchased and cancelled during period, value | $ | $ 65,500,000 | |||||||
Long Term Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of treasury stock (in shares) | 339,922 |
Share Capital, Option Plans a70
Share Capital, Option Plans and Share-Based Payments - Schedule of Share-Based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 6,661 | $ 5,966 | $ 22,373 | $ 19,080 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2,365 | 3,025 | 9,040 | 9,785 |
Deferred Stock Units (Directors) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 558 | 533 | 1,899 | 2,225 |
Long Term Incentive Plan | Performance Stock Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 926 | 610 | 2,754 | 1,957 |
Long Term Incentive Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,573 | 1,150 | 4,940 | 3,754 |
Other plans | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 534 | 330 | 2,029 | 1,041 |
Employee Share Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 705 | $ 318 | $ 1,711 | $ 318 |
Share Capital, Option Plans a71
Share Capital, Option Plans and Share-Based Payments - Summary of Outstanding Stock Options, Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding (in shares) | 8,964,408 | 8,964,408 | 8,354,816 | ||
Unrecognized compensation cost relating to unvested stock awards | $ 22,300,000 | $ 22,300,000 | |||
Unvested stock awards compensation cost, weighted average recognition period | 2 years 2 months 8 days | ||||
Employee Service Share-based Compensation, Cash Flow Effect, Cash Used to Settle Awards | 0 | $ 0 | $ 0 | $ 0 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 0 | 0 | 0 | 0 | |
Cash proceeds from exercise of options granted | 12,200,000 | 2,000,000 | 16,700,000 | 8,300,000 | |
Tax benefit realized from exercise of options | $ 1,500,000 | $ 400,000 | $ 1,900,000 | $ 600,000 | |
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding (in shares) | 8,964,408 | 8,964,408 | |||
Common shares available for issuance (in shares) | 12,057,100 | 12,057,100 | |||
Expire period of options, minimum term | 7 years | ||||
Expire period of options, maximum term | 10 years | ||||
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 a72
Share Capital, Option Plans and Share-Based Payments - Schedule of Outstanding Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Options | |
Outstanding at beginning of period (in shares) | shares | 8,354,816 |
Granted (in shares) | shares | 1,576,474 |
Exercised (in shares) | shares | (832,968) |
Forfeited or expired (in shares) | shares | (133,914) |
Outstanding at end of period (in shares) | shares | 8,964,408 |
Exercisable ending balance (in shares) | shares | 3,883,554 |
Weighted- Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 21.94 |
Granted (in dollars per share) | $ / shares | 31.34 |
Exercised (in dollars per share) | $ / shares | 19.98 |
Forfeited or expired (in dollars per share) | $ / shares | 25 |
Outstanding at end of period (in dollars per share) | $ / shares | 23.73 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 19 |
Weighted- Average Remaining Contractual Term (years) | |
Outstanding (in years) | 4 years 3 months 7 days |
Exercisable (in years) | 2 years 9 months 18 days |
Aggregate Intrinsic Value ($’000s) | |
Outstanding | $ | $ 92,191 |
Exercisable | $ | $ 58,280 |
Share Capital, Option Plans a73
Share Capital, Option Plans and Share-Based Payments - Schedule of Weighted-Average Fair Value Of Options And Weighted-Average Assumptions Used (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted-average fair value of options granted (in dollars per share) | $ 7.32 | $ 5.41 | $ 6.86 | $ 5.53 |
Expected volatility | 27.64% | 31.53% | 28.61% | 32.23% |
Risk–free interest rate | 1.70% | 1.08% | 1.32% | 1.34% |
Expected dividend yield | 1.37% | 1.70% | 1.42% | 1.66% |
Expected life (in years) | 4 years 4 months 4 days | 4 years 3 months 29 days | 4 years 3 months 29 days | 4 years 3 months 29 days |
Forfeiture rate (based on historical rates) | 5.00% | 5.00% | 5.00% | 5.00% |
Average exercised share price (in dollars per share) | $ 33.48 | $ 23.51 | $ 31.34 | $ 23.07 |
Share Capital, Option Plans a74
Share Capital, Option Plans and Share-Based Payments - Long-Term Incentive Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of treasury stock (in shares) | 44,000 | 20,000 | 393,922 | 434,156 | |
Unvested stock awards compensation cost, weighted average recognition period | 2 years 2 months 8 days | ||||
Long Term Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of plan | 3 years | ||||
Issuance of treasury stock (in shares) | 339,922 | ||||
Issuance of treasury stock | $ 4.4 | ||||
Compensation cost related to unvested awards not yet recognized | $ 16.1 | $ 16.1 | |||
Unvested stock awards compensation cost, weighted average recognition period | 1 year 10 months 24 days |
Share Capital, Option Plans a75
Share Capital, Option Plans and Share-Based Payments - RSU's, DSU's and ESPP (Details) - USD ($) $ in Millions | Jan. 01, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of treasury stock (in shares) | 44,000 | 20,000 | 393,922 | 434,156 | ||
Employee Share Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards purchase price discount | 15.00% | 5.00% | ||||
Common shares eligible for issuance (in shares) | 129,579 | 81,800 | 349,435 | 81,800 | ||
Cash received from employee stock purchase plan | $ 3.8 | $ 1.8 | $ 10 | $ 3.5 | ||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 0 | 50,000 | 7,800 | 50,000 | ||
Award vesting period | 3 years | |||||
Issuance of treasury stock (in shares) | 44,000 | 20,000 | 54,000 | 30,000 | ||
Issuance of treasury stock | $ 1 | $ 0.2 | $ 1.1 | $ 0.3 | ||
Deferred Stock Units (DSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 2,302 | 2,574 | 77,998 | 109,320 |
Guarantees and Contingencies -
Guarantees and Contingencies - Schedule of Contractual Obligations with Minimum Payments (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Long term debt obligations | |
Total | $ 3,483,024 |
April 1, 2017— June 30, 2017 | 33,488 |
July 1, 2017— June 30, 2019 | 478,197 |
July 1, 2019— June 30, 2021 | 981,651 |
July 1, 2021 and beyond | 1,989,688 |
Operating lease obligations | |
Total | 293,266 |
April 1, 2017— June 30, 2017 | 16,967 |
July 1, 2017— June 30, 2019 | 107,232 |
July 1, 2019— June 30, 2021 | 71,949 |
July 1, 2021 and beyond | 97,118 |
Purchase obligations | |
Total | 22,575 |
April 1, 2017— June 30, 2017 | 2,499 |
July 1, 2017— June 30, 2019 | 15,459 |
July 1, 2019— June 30, 2021 | 4,609 |
July 1, 2021 and beyond | 8 |
Payments due between | |
Total | 3,798,865 |
April 1, 2017— June 30, 2017 | 52,954 |
July 1, 2017— June 30, 2019 | 600,888 |
July 1, 2019— June 30, 2021 | 1,058,209 |
July 1, 2021 and beyond | 2,086,814 |
Sublease income | $ 7,300 |
Guarantees and Contingencies 77
Guarantees and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jul. 17, 2015 | Mar. 31, 2017 | Dec. 31, 2016 |
GXS Group, Inc. | |||
Loss Contingencies [Line Items] | |||
Tax contingency, foreign, amount | $ 2.9 | ||
Guarantor obligations, current carrying value | 4.4 | ||
Loss contingency accrual | 4 | ||
GXS India | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | 1.6 | ||
IRS Notice of Proposed Adjustment | |||
Loss Contingencies [Line Items] | |||
Expected federal taxes expense | $ 280 | 80 | |
Additional tax expense | 20.00% | ||
Estimate of probable loss | $ 575 | $ 550 |
Income Taxes - Interest And Pen
Income Taxes - Interest And Penalties Related To Liabilities For Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Interest expense | $ 1,673 | $ 949 | $ 4,456 | $ 3,921 |
Penalties expense (recoveries) | 6 | 7 | (318) | (2,719) |
Total | $ 1,679 | $ 956 | $ 4,138 | $ 1,202 |
Income Taxes - Interest Accrued
Income Taxes - Interest Accrued And Penalties Accrued Related To Income Tax Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Income Tax Disclosure [Abstract] | ||
Interest expense accrued | $ 38,674 | $ 34,476 |
Penalties accrued | $ 1,271 | $ 1,615 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||||
Possible decrease in tax expense in next 12 months | $ 1.9 | $ 1.9 | ||||
Taxes paid on cash distribution | $ 19.6 | 19.6 | $ 15.9 | |||
Income tax benefit from reorganization | $ 876.1 | $ 876.1 | ||||
Effective income tax rate | 37.90% | 7.20% | (496.30%) | 9.40% | ||
Increase (decrease) in income tax expense | $ 7.9 | $ (836) | ||||
Increase in income tax expense due to impact of foreign rates | 20 | 56 | ||||
Increase in changes in unrecognized tax benefits | $ 1.6 | $ 9.9 | ||||
Decrease in income tax expense of federal rate applied to pretax income | 10.5 | 14.4 | ||||
Decrease in deferred tax assets valuation allowance, amount | 1.5 | 4.2 | ||||
Decrease in amortization of deferred charges | $ 0.5 | $ 2.2 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instrument asset | $ 0 | $ 792 |
Financial Assets | 2,698 | 12,631 |
Derivative Liability | (260) | 0 |
Financial Liabilities | (260) | 0 |
Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instrument asset | 0 | 792 |
Financial Assets | 2,698 | 12,631 |
Derivative Liability | (260) | 0 |
Financial Liabilities | (260) | 0 |
Corporate Bond Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 2,698 | 11,839 |
Corporate Bond Securities | Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 2,698 | $ 11,839 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Assets, Level 1 to Level 2 transfers | $ 0 | $ 0 |
Liabilities, Level 1 to Level 2 transfers | 0 | 0 |
Assets, Level 2 to Level 1 transfers | 0 | 0 |
Liabilities, Level 2 to Level 1 transfers | 0 | 0 |
Asset transfers into Level 3 | 0 | 0 |
Liability transfers into Level 3 | 0 | 0 |
Asset transfers out of Level 3 | 0 | 0 |
Liability transfers out of Level 3 | $ 0 | $ 0 |
Fair Value Measurement - Cash a
Fair Value Measurement - Cash and Short term Investments (Details) - Short-term Investments - Corporate Bond Securities - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cost | $ 2,406 | $ 11,406 |
Gross Unrealized Gains | 294 | 436 |
Gross Unrealized (Losses) | (2) | (3) |
Estimated Fair Value | $ 2,698 | $ 11,839 |
Derivative Instruments and He84
Derivative Instruments and Hedging Activities - Fair Value in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
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 | $ 39,400 | $ 33,200 |
Accounts payable and accrued liabilities | Cash Flow Hedging | Designated As Hedging Instrument | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset (Liability) | $ (260) | |
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 (Liability) | $ 792 | |
Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Contract maturity | 1 month | |
Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Contract maturity | 12 months |
Derivative Instruments and He85
Derivative Instruments and Hedging Activities - Effects on Income and Other Comprehensive Income (OCI) (Details) - Cash Flow Hedging - Foreign currency forward contracts - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Derivatives, Fair Value [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | $ 473 | $ 2,877 | $ (960) | $ (3,679) |
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 0 | 0 | 0 | 0 |
Operating Expenses | ||||
Derivatives, Fair Value [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (54) | $ (1,477) | $ 92 | $ (3,281) |
Special Charges (Recoveries) -
Special Charges (Recoveries) - Schedule Of Special Charges Related To Restructuring Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | $ 4,639 | $ 855 | $ 15,305 | $ 2,015 |
Other charges (recoveries) | (2,873) | (3,305) | 9,980 | 2,961 |
Total | 20,586 | (1,671) | 44,157 | 24,754 |
Fiscal 2017 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 18,888 | 0 | 20,744 | 0 |
Fiscal 2015 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | (28) | 751 | (2,667) | 21,780 |
OpenText/GXS Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | (37) | 28 | 814 | (2,006) |
Restructuring Plans prior to OpenText/GXS Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | $ (3) | $ 0 | $ (19) | $ 4 |
Special Charges (Recoveries) 87
Special Charges (Recoveries) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | $ 4,639 | $ 855 | $ 15,305 | $ 2,015 |
Other charges (recoveries) | (2,873) | (3,305) | 9,980 | 2,961 |
Special Charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related costs | 4,600 | 900 | 15,300 | 2,000 |
One-time ERP Implementation Project | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | 2,600 | 1,100 | 7,300 | 5,900 |
Commitment Fees | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | (2,700) | 6,500 | ||
Interest on Certain Pre-Acquisition Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | (1,600) | (600) | (1,400) | (700) |
Pre-Acquisition Tax Liabilities being Settled, Released, or Statute Barred | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | (1,300) | (4,700) | (3,800) | (5,200) |
Post-Acquisition Integration Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | 600 | 1,200 | 1,500 | |
Assets Disposed | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges (recoveries) | $ 200 | $ 1,100 | ||
Fiscal 2017 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected restructuring costs | 45,000 | 45,000 | ||
Special charges recorded to date | 20,700 | 20,700 | ||
Fiscal 2015 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges recorded to date | 27,700 | 27,700 | ||
OpenText/GXS Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges recorded to date | $ 24,900 | $ 24,900 |
Special Charges (Recoveries) 88
Special Charges (Recoveries) - Schedule Of Restructuring Reserve (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2017USD ($) | |
Fiscal 2017 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | $ 0 |
Accruals and adjustments | 20,744 |
Cash payments | (6,854) |
Foreign exchange and other non-cash adjustments | (5,813) |
Balance payable as at March 31, 2017 | 8,077 |
Fiscal 2017 Restructuring Plan | Workforce Reduction | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 0 |
Accruals and adjustments | 19,744 |
Cash payments | (6,528) |
Foreign exchange and other non-cash adjustments | (5,710) |
Balance payable as at March 31, 2017 | 7,506 |
Fiscal 2017 Restructuring Plan | Facility Costs | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 0 |
Accruals and adjustments | 1,000 |
Cash payments | (326) |
Foreign exchange and other non-cash adjustments | (103) |
Balance payable as at March 31, 2017 | 571 |
Fiscal 2015 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 8,191 |
Accruals and adjustments | (2,667) |
Cash payments | (2,524) |
Foreign exchange and other non-cash adjustments | (204) |
Balance payable as at March 31, 2017 | 2,796 |
Fiscal 2015 Restructuring Plan | Workforce Reduction | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 3,145 |
Accruals and adjustments | (1,143) |
Cash payments | (1,674) |
Foreign exchange and other non-cash adjustments | (131) |
Balance payable as at March 31, 2017 | 197 |
Fiscal 2015 Restructuring Plan | Facility Costs | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 5,046 |
Accruals and adjustments | (1,524) |
Cash payments | (850) |
Foreign exchange and other non-cash adjustments | (73) |
Balance payable as at March 31, 2017 | 2,599 |
OpenText/GXS Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 721 |
Accruals and adjustments | 814 |
Cash payments | (431) |
Foreign exchange and other non-cash adjustments | (71) |
Balance payable as at March 31, 2017 | 1,033 |
OpenText/GXS Restructuring Plan | Workforce Reduction | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 115 |
Accruals and adjustments | 224 |
Cash payments | 0 |
Foreign exchange and other non-cash adjustments | (101) |
Balance payable as at March 31, 2017 | 238 |
OpenText/GXS Restructuring Plan | Facility Costs | |
Restructuring Reserve [Roll Forward] | |
Balance payable as at June 30, 2016 | 606 |
Accruals and adjustments | 590 |
Cash payments | (431) |
Foreign exchange and other non-cash adjustments | 30 |
Balance payable as at March 31, 2017 | $ 795 |
Acquisitions - Purchase of an A
Acquisitions - Purchase of an Asset Group Constituting a Business - ECD Business (Details) - USD ($) $ in Thousands | Jan. 23, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Purchase Price Allocation | ||||||
Goodwill | $ 3,407,526 | $ 3,407,526 | $ 2,325,586 | |||
Acquisition-related costs | 4,639 | $ 855 | 15,305 | $ 2,015 | ||
ECD Business | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 1,620,000 | |||||
Purchase Price Allocation | ||||||
Current assets | 11,651 | |||||
Non-current tangible assets | 103,557 | |||||
Liabilities assumed | (178,180) | |||||
Total identifiable net assets | 803,028 | |||||
Goodwill | 819,366 | |||||
Net assets acquired | 1,622,394 | |||||
Goodwill expected to be tax deductible | 661,300 | |||||
Deferred revenue adjustment | 52,000 | |||||
Deferred revenue | 163,600 | |||||
Contract assets acquired | 8,300 | |||||
ECD Business | Special Charges | ||||||
Purchase Price Allocation | ||||||
Acquisition-related costs | $ 4,100 | $ 10,700 | ||||
ECD Business | Customer assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | 407,000 | |||||
ECD Business | Technology assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | $ 459,000 |
Acquisitions - Business Revenue
Acquisitions - Business Revenues - ECD Business (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | |||||
Amortization of acquired intangible assets | $ 39,285 | $ 17,630 | $ 87,268 | $ 56,244 | |
ECD Business | |||||
Business Acquisition [Line Items] | |||||
Revenues | $ 79,846 | ||||
Net Loss | (16,582) | ||||
One-time special charges | 12,200 | ||||
Amortization of acquired intangible assets | 22,800 | ||||
Acquisition related tax recovery | $ 7,500 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information - ECD Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Unaudited Pro forma Information | |||||
Pro forma income tax benefit | $ (876,100) | $ (876,100) | |||
ECD Business | |||||
Supplemental Unaudited Pro forma Information | |||||
Total revenues | $ 631,664 | $ 576,503 | 1,962,090 | $ 1,772,684 | |
Net income | $ 24,007 | $ 83,924 | 975,851 | $ 245,714 | |
Pro forma income tax benefit | $ 876,100 |
Acquisitions - Purchase of an92
Acquisitions - Purchase of an Asset Group Constituting a Business - CCM Business (Details) - USD ($) $ in Thousands | Jul. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Purchase Price Allocation | ||||||
Goodwill | $ 3,407,526 | $ 3,407,526 | $ 2,325,586 | |||
Acquisition-related costs | 4,639 | $ 855 | 15,305 | $ 2,015 | ||
CCM Business | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 315,000 | |||||
Amount held back and unpaid | 2,800 | |||||
Purchase Price Allocation | ||||||
Current assets | 683 | |||||
Non-current deferred tax asset | 11,861 | |||||
Non-current tangible assets | 2,348 | |||||
Liabilities assumed | (38,090) | |||||
Total identifiable net assets | 141,802 | |||||
Goodwill | 173,198 | |||||
Net assets acquired | 315,000 | |||||
Goodwill expected to be tax deductible | 147,400 | |||||
CCM Business | Special Charges | ||||||
Purchase Price Allocation | ||||||
Acquisition-related costs | $ 100 | $ 900 | ||||
CCM Business | Customer assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | 64,000 | |||||
CCM Business | Technology assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | $ 101,000 |
Acquisitions - Acquisition of R
Acquisitions - Acquisition of Recommind, Inc. (Details) - USD ($) | Jul. 20, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Purchase Price Allocation | ||||||
Goodwill | $ 3,407,526,000 | $ 3,407,526,000 | $ 2,325,586,000 | |||
Acquisition-related costs | 4,639,000 | $ 855,000 | 15,305,000 | $ 2,015,000 | ||
Recommind Inc | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 170,100,000 | |||||
Purchase Price Allocation | ||||||
Current assets | 30,034,000 | |||||
Non-current tangible assets | 1,245,000 | |||||
Deferred tax liabilities | (4,360,000) | |||||
Other liabilities assumed | (27,497,000) | |||||
Total identifiable net assets | 76,122,000 | |||||
Goodwill | 93,985,000 | |||||
Net assets acquired | 170,107,000 | |||||
Goodwill expected to be tax deductible | 0 | |||||
Acquired receivables, fair value | 28,700,000 | |||||
Acquired receivables, gross contractual amount | 29,600,000 | |||||
Acquired receivables, estimated uncollectible | 900,000 | |||||
Recommind Inc | Special Charges | ||||||
Purchase Price Allocation | ||||||
Acquisition-related costs | $ 200,000 | $ 1,100,000 | ||||
Recommind Inc | Customer assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | 51,900,000 | |||||
Recommind Inc | Technology assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | $ 24,800,000 |
Acquisitions - Acquisition of A
Acquisitions - Acquisition of ANXe Business Corporation (Details) - USD ($) $ in Thousands | May 01, 2016 | Mar. 31, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | |||
Goodwill | $ 3,407,526 | $ 2,325,586 | |
ANXeBusiness Corp. | |||
Business Acquisition [Line Items] | |||
Purchase consideration | $ 104,400 | ||
Purchase Price Allocation | |||
Current assets | 9,712 | ||
Non-current tangible assets | 511 | ||
Liabilities assumed | (26,204) | ||
Total identifiable net assets | 39,319 | ||
Goodwill | 65,108 | ||
Net assets acquired | 104,427 | ||
Goodwill expected to be tax deductible | 7,000 | ||
Acquired receivables, fair value | 5,700 | ||
Acquired receivables, gross contractual amount | 5,800 | ||
Acquired receivables, estimated uncollectible | 100 | ||
ANXeBusiness Corp. | Customer Assets | |||
Purchase Price Allocation | |||
Acquired intangible assets | 49,700 | ||
ANXeBusiness Corp. | Technology Assets | |||
Purchase Price Allocation | |||
Acquired intangible assets | $ 5,600 |
Acquisitions - Purchase of an95
Acquisitions - Purchase of an Asset Group Constituting a Business - CEM Business (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Mar. 31, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | |||
Goodwill | $ 3,407,526 | $ 2,325,586 | |
CEM Business | |||
Business Acquisition [Line Items] | |||
Purchase consideration | $ 160,000 | ||
Amount held back and unpaid | 7,300 | ||
Purchase Price Allocation | |||
Current assets | 3,078 | ||
Non-current tangible assets | 14,302 | ||
Liabilities assumed | (24,887) | ||
Total identifiable net assets | 72,493 | ||
Goodwill | 87,507 | ||
Net assets acquired | 160,000 | ||
Goodwill expected to be tax deductible | 77,000 | ||
Customer assets | CEM Business | |||
Purchase Price Allocation | |||
Acquired intangible assets | 33,000 | ||
Technology assets | CEM Business | |||
Purchase Price Allocation | |||
Acquired intangible assets | $ 47,000 |
Supplemental Cash Flow Disclo96
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||||
Cash paid during the period for interest | $ 29,889 | $ 29,176 | $ 83,474 | $ 65,412 |
Cash received during the period for interest | 1,164 | 2,870 | 2,634 | 3,412 |
Cash paid during the period for income taxes | 21,146 | $ 5,049 | 60,828 | $ 21,515 |
Tax paid related to gain on IP reorganization | $ 6,000 | $ 20,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Basic earnings per share | |||||
Net income attributable to OpenText | $ 21,616 | $ 69,115 | $ 979,522 | $ 198,087 | |
Basic earnings per share attributable to OpenText (in dollars per share) | $ 0.08 | $ 0.29 | $ 3.91 | $ 0.82 | |
Diluted earnings per share | |||||
Net income attributable to OpenText | $ 21,616 | $ 69,115 | $ 979,522 | $ 198,087 | |
Diluted earnings per share attributable to OpenText (in dollars per share) | $ 0.08 | $ 0.28 | $ 3.88 | $ 0.81 | |
Weighted-average number of shares outstanding | |||||
Basic (in shares) | 263,329 | 242,318 | 250,538 | 243,028 | |
Effect of dilutive securities (in shares) | 2,111 | 1,094 | 1,931 | 1,060 | |
Diluted (in shares) | 265,440 | 243,412 | 252,469 | 244,088 | |
Excluded as anti-dilutive (in shares) | 1,117 | 5,414 | 1,577 | 5,494 | |
Income tax benefit from reorganization | $ 876,100 | $ 876,100 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stephen Sadler | ||
Related Party Transaction [Line Items] | ||
Consultancy fees earned by director for business acquisition-related activities | $ 0.8 | $ 0.2 |
Subsequent Event (Details)
Subsequent Event (Details) - $ / shares | May 05, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||||
Dividends declared per common share (in dollars per share) | $ 0.115 | $ 0.1 | $ 0.345 | $ 0.3 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per common share (in dollars per share) | $ 0.1320 | ||||
Subsequent Event | Revolver | Line of Credit | |||||
Subsequent Event [Line Items] | |||||
Interest rate reduction | 0.50% |