Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Jun. 30, 2018 | Jul. 31, 2018 | Dec. 31, 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-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | otex | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 267,846,320 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 9.3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 682,942 | $ 443,357 |
Accounts receivable trade, net of allowance for doubtful accounts of $9,741 as of June 30, 2018 and $6,319 as of June 30, 2017 (note 3) | 487,956 | 445,812 |
Income taxes recoverable (note 14) | 55,623 | 32,683 |
Prepaid expenses and other current assets | 101,059 | 81,625 |
Total current assets | 1,327,580 | 1,003,477 |
Property and equipment (note 4) | 264,205 | 227,418 |
Goodwill (note 5) | 3,580,129 | 3,416,749 |
Acquired intangible assets (note 6) | 1,296,637 | 1,472,542 |
Deferred tax assets (note 14) | 1,122,729 | 1,215,712 |
Other assets (note 7) | 111,267 | 93,763 |
Deferred charges (note 8) | 38,000 | 42,344 |
Long-term income taxes recoverable (note 14) | 24,482 | 8,557 |
Total assets | 7,765,029 | 7,480,562 |
Current liabilities: | ||
Accounts payable and accrued liabilities (note 9) | 302,154 | 342,120 |
Current portion of long-term debt (note 10) | 10,000 | 182,760 |
Deferred revenues | 644,211 | 570,328 |
Income taxes payable (note 14) | 38,234 | 31,835 |
Total current liabilities | 994,599 | 1,127,043 |
Long-term liabilities: | ||
Accrued liabilities (note 9) | 52,827 | 50,338 |
Deferred credits (note 8) | 2,727 | 5,283 |
Pension liability (note 11) | 65,719 | 58,627 |
Long-term debt (note 10) | 2,610,523 | 2,387,057 |
Deferred revenues | 69,197 | 61,678 |
Long-term income taxes payable (note 14) | 172,241 | 162,493 |
Deferred tax liabilities (note 14) | 79,938 | 94,724 |
Total long-term liabilities | 3,053,172 | 2,820,200 |
Shareholders’ equity: | ||
Share capital and additional paid-in capital (note 12) 267,651,084 and 264,059,567 Common Shares issued and outstanding at June 30, 2018 and June 30, 2017, respectively; authorized Common Shares: unlimited | 1,707,073 | 1,613,454 |
Accumulated other comprehensive income | 33,645 | 48,800 |
Retained earnings | 1,994,235 | 1,897,624 |
Treasury stock, at cost (690,336 shares at June 30, 2018 and 1,101,612 at June 30, 2017, respectively) | (18,732) | (27,520) |
Total OpenText shareholders' equity | 3,716,221 | 3,532,358 |
Non-controlling interests | 1,037 | 961 |
Total shareholders’ equity | 3,717,258 | 3,533,319 |
Total liabilities and shareholders’ equity | $ 7,765,029 | $ 7,480,562 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable trade, allowance for doubtful accounts | $ 9,741 | $ 6,319 |
Common shares issued (in shares) | 267,651,084 | 264,059,567 |
Common shares outstanding (in shares) | 267,651,084 | 264,059,567 |
Treasury stock (in shares) | 690,336 | 1,101,612 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | |||
License | $ 437,512 | $ 369,144 | $ 283,710 |
Cloud services and subscriptions | 828,968 | 705,495 | 601,018 |
Customer support | 1,232,504 | 981,102 | 746,409 |
Professional service and other | 316,257 | 235,316 | 193,091 |
Total revenues | 2,815,241 | 2,291,057 | 1,824,228 |
Cost of revenues: | |||
License | 13,693 | 13,632 | 10,296 |
Cloud services and subscriptions | 364,091 | 300,255 | 244,021 |
Customer support | 134,089 | 122,753 | 89,861 |
Professional service and other | 253,670 | 195,195 | 155,584 |
Amortization of acquired technology-based intangible assets (note 6) | 185,868 | 130,556 | 74,238 |
Total cost of revenues | 951,411 | 762,391 | 574,000 |
Gross profit | 1,863,830 | 1,528,666 | 1,250,228 |
Operating expenses: | |||
Research and development | 323,461 | 281,680 | 194,057 |
Sales and marketing | 529,381 | 444,838 | 344,235 |
General and administrative | 205,313 | 170,438 | 140,397 |
Depreciation | 86,943 | 64,318 | 54,929 |
Amortization of acquired customer-based intangible assets (note 6) | 184,118 | 150,842 | 113,201 |
Special charges (recoveries) (note 17) | 29,211 | 63,618 | 34,846 |
Total operating expenses | 1,358,427 | 1,175,734 | 881,665 |
Income from operations | 505,403 | 352,932 | 368,563 |
Other income (expense), net | 17,973 | 15,743 | (1,423) |
Interest and other related expense, net | (137,250) | (119,124) | (76,363) |
Income before income taxes | 386,126 | 249,551 | 290,777 |
Provision for (recovery of) income taxes (note 14) | 143,826 | (776,364) | 6,282 |
Net income for the period | 242,300 | 1,025,915 | 284,495 |
Net (income) loss attributable to non-controlling interests | (76) | (256) | (18) |
Net income attributable to OpenText | $ 242,224 | $ 1,025,659 | $ 284,477 |
Earnings per share—basic attributable to OpenText (note 21) (in dollars per share) | $ 0.91 | $ 4.04 | $ 1.17 |
Earnings per share—diluted attributable to OpenText (note 21) (in dollars per share) | $ 0.91 | $ 4.01 | $ 1.17 |
Weighted average number of Common Shares outstanding—basic (in '000's) (in shares) | 266,085 | 253,879 | 242,926 |
Weighted average number of Common Shares outstanding—diluted (in '000's) (in shares) | 267,492 | 255,805 | 244,076 |
Dividends declared per Common Share (in dollars per share) | $ 0.5478 | $ 0.477000 | $ 0.4150 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income for the period | $ 242,300 | $ 1,025,915 | $ 284,495 |
Other comprehensive income (loss)—net of tax: | |||
Net foreign currency translation adjustments | (9,582) | (4,756) | (3,318) |
Unrealized gain (loss) on cash flow hedges: | |||
Unrealized gain (loss) - net of tax expense (recovery) effect of ($171), $34 and ($928) for the year ended June 30, 2018, 2017 and 2016, respectively | (476) | 95 | (2,574) |
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of ($489), $67 and $1,065 for the year ended June 30, 2018, 2017 and 2016, respectively | (1,357) | 186 | 2,956 |
Actuarial gain (loss) relating to defined benefit pension plans: | |||
Actuarial gain (loss) - net of tax expense (recovery) effect of ($1,846), $840 and ($1,612) for the year ended June 30, 2018, 2017 and 2016, respectively | (3,383) | 6,216 | (3,374) |
Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $183, $241 and $132 for the year ended June 30, 2018, 2017 and 2016, respectively | 260 | 565 | 347 |
Unrealized net gain (loss) on marketable securities - net of tax effect of nil for the year ended June 30, 2018, 2017 and 2016, respectively | 0 | 184 | 445 |
Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2018, 2017 and 2016, respectively | (617) | 0 | 0 |
Total other comprehensive income (loss) net, for the period | (15,155) | 2,490 | (5,518) |
Total comprehensive income | 227,145 | 1,028,405 | 278,977 |
Comprehensive (income) loss attributable to non-controlling interests | (76) | (256) | (18) |
Total comprehensive income attributable to OpenText | $ 227,069 | $ 1,028,149 | $ 278,959 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on cash flow hedges, tax (recovery) expense | $ (171,000) | $ 34,000 | $ (928,000) |
(Gain) loss reclassified into net income, tax (expense) recovery | (489,000) | 67,000 | 1,065,000 |
Actuarial gain (loss), tax (recovery) expense | (1,846,000) | 840,000 | (1,612,000) |
Amortization of actuarial (gain) loss into net income, tax recovery (expense) | 183,000 | 241,000 | 132,000 |
Unrealized net gain (loss) on marketable securities, tax effect | 0 | 0 | 0 |
Release of unrealized gain on marketable securities, tax effect | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Shares and Additional Paid in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Non-Controlling Interests |
Balance (in shares) at Jun. 30, 2015 | 244,586,000 | 1,252,000 | ||||
Balance at Jun. 30, 2015 | $ 1,829,807 | $ 934,427 | $ (19,986) | $ 863,015 | $ 51,828 | $ 523 |
Issuance of Common Shares | ||||||
Under employee stock option plans (in shares) | 936,000 | |||||
Under employee stock option plans | 14,576 | $ 14,576 | ||||
Under employee stock purchase plans (in shares) | 240,000 | |||||
Under employee stock purchase plans | 5,027 | $ 5,027 | ||||
Share-based compensation | 25,978 | 25,978 | ||||
Income tax effect related to share-based compensation | 230 | 230 | ||||
Purchase of treasury stock (in shares) | (450,000) | |||||
Purchase of treasury stock | $ (10,627) | $ (10,627) | ||||
Issuance of treasury stock (in shares) | 434,156 | 434,000 | ||||
Issuance of treasury stock | $ 0 | $ (5,345) | $ 5,345 | |||
Commons Shares repurchased (in shares) | (2,952,000) | |||||
Common Shares repurchased | (65,509) | $ (9,825) | (55,684) | |||
Dividends | (99,262) | (99,262) | ||||
Other comprehensive income (loss) - net | (5,518) | (5,518) | ||||
Non-controlling interest | 0 | |||||
Net income for the year | 284,495 | 284,477 | 18 | |||
Balance (in shares) at Jun. 30, 2016 | 242,810,000 | 1,268,000 | ||||
Balance at Jun. 30, 2016 | $ 1,979,197 | $ 965,068 | $ (25,268) | 992,546 | 46,310 | 541 |
Issuance of Common Shares | ||||||
Under employee stock option plans (in shares) | 1,012,644 | 1,012,000 | ||||
Under employee stock option plans | $ 20,732 | $ 20,732 | ||||
Under employee stock purchase plans (in shares) | 427,000 | |||||
Under employee stock purchase plans | 11,604 | $ 11,604 | ||||
Under the public Equity Offering (in shares) | 19,811,000 | |||||
Under the public Equity Offering | 604,223 | $ 604,223 | ||||
Income tax effect related to public Equity Offering | 5,077 | 5,077 | ||||
Equity issuance costs | (19,574) | (19,574) | ||||
Share-based compensation | 30,507 | 30,507 | ||||
Income tax effect related to share-based compensation | 1,534 | 1,534 | ||||
Purchase of treasury stock (in shares) | (244,000) | |||||
Purchase of treasury stock | $ (8,198) | $ (8,198) | ||||
Issuance of treasury stock (in shares) | 409,922 | 410,000 | ||||
Issuance of treasury stock | $ 0 | (5,946) | $ 5,946 | |||
Dividends | (120,581) | (120,581) | ||||
Other comprehensive income (loss) - net | 2,490 | 2,490 | ||||
Non-controlling interest | 393 | $ 229 | 164 | |||
Net income for the year | 1,025,915 | 1,025,659 | 256 | |||
Balance (in shares) at Jun. 30, 2017 | 264,060,000 | 1,102,000 | ||||
Balance at Jun. 30, 2017 | $ 3,533,319 | $ 1,613,454 | $ (27,520) | 1,897,624 | 48,800 | 961 |
Issuance of Common Shares | ||||||
Under employee stock option plans (in shares) | 2,869,569 | 2,870,000 | ||||
Under employee stock option plans | $ 54,355 | $ 54,355 | ||||
Under employee stock purchase plans (in shares) | 721,000 | |||||
Under employee stock purchase plans | 20,458 | $ 20,458 | ||||
Share-based compensation | $ 27,594 | 27,594 | ||||
Issuance of treasury stock (in shares) | 411,276 | 411,000 | ||||
Issuance of treasury stock | $ 0 | $ (8,788) | $ 8,788 | |||
Dividends | (145,613) | (145,613) | ||||
Other comprehensive income (loss) - net | (15,155) | (15,155) | ||||
Net income for the year | 242,300 | 242,224 | 76 | |||
Balance (in shares) at Jun. 30, 2018 | 267,651,000 | 691,000 | ||||
Balance at Jun. 30, 2018 | $ 3,717,258 | $ 1,707,073 | $ (18,732) | $ 1,994,235 | $ 33,645 | $ 1,037 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | |||
Net income for the period | $ 242,300,000 | $ 1,025,915,000 | $ 284,495,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of intangible assets | 456,929,000 | 345,715,000 | 242,368,000 |
Share-based compensation expense | 27,594,000 | 30,507,000 | 25,978,000 |
Excess tax (benefits) expense on share-based compensation expense | 0 | (1,534,000) | (230,000) |
Pension expense | 3,738,000 | 3,893,000 | 4,577,000 |
Amortization of debt issuance costs | 4,646,000 | 5,014,000 | 4,678,000 |
Amortization of deferred charges and credits | 4,242,000 | 6,298,000 | 9,903,000 |
Loss on sale and write down of property and equipment | 2,234,000 | 784,000 | 1,108,000 |
Release of unrealized gain on marketable securities to income | (841,000) | 0 | 0 |
Write off of unamortized debt issuance costs | 155,000 | 833,000 | 0 |
Deferred taxes | 89,736,000 | (871,195,000) | (54,461,000) |
Share in net (income) loss of equity investees | (5,965,000) | (5,952,000) | 0 |
Other non-cash charges | 0 | 1,033,000 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (22,566,000) | (126,784,000) | 8,985,000 |
Prepaid expenses and other current assets | (7,274,000) | (7,766,000) | 316,000 |
Income taxes and deferred charges and credits | (31,323,000) | (1,683,000) | 6,294,000 |
Accounts payable and accrued liabilities | (91,650,000) | 53,490,000 | (5,671,000) |
Deferred revenue | 35,629,000 | 3,484,000 | (4,781,000) |
Other assets | 2,301,000 | (22,799,000) | 2,163,000 |
Net cash provided by operating activities | 709,885,000 | 439,253,000 | 525,722,000 |
Cash flows from investing activities: | |||
Additions of property and equipment | (105,318,000) | (79,592,000) | (70,009,000) |
Proceeds from maturity of short-term investments | 0 | 9,212,000 | 11,297,000 |
Other investing activities | (18,034,000) | (5,937,000) | (9,393,000) |
Net cash used in investing activities | (444,441,000) | (2,190,964,000) | (361,176,000) |
Cash flows from financing activities: | |||
Excess tax benefits (expense) on share-based compensation expense | 0 | 1,534,000 | 230,000 |
Proceeds from long-term debt and Revolver | 1,200,000,000 | 481,875,000 | 600,000,000 |
Proceeds from issuance of Common Shares from exercise of stock options and ESPP | 75,935,000 | 35,593,000 | 20,097,000 |
Proceeds from issuance of Common Shares under the public Equity Offering | 0 | 604,223,000 | 0 |
Repayment of long-term debt and Revolver | (1,149,620,000) | (57,880,000) | (8,000,000) |
Debt issuance costs | (4,375,000) | (7,240,000) | (6,765,000) |
Equity issuance costs | 0 | (19,574,000) | 0 |
Common Shares repurchased | (8,200,000) | (10,600,000) | |
Purchase of non-controlling interest | 0 | (208,000) | 0 |
Payments of dividends to shareholders | (145,613,000) | (120,581,000) | (99,262,000) |
Net cash provided by (used in) financing activities | (23,673,000) | 909,544,000 | 430,164,000 |
Foreign exchange gain (loss) on cash held in foreign currencies | (2,186,000) | 1,767,000 | (10,952,000) |
Increase (decrease) in cash and cash equivalents during the period | 239,585,000 | (840,400,000) | 583,758,000 |
Cash and cash equivalents at beginning of the period | 443,357,000 | 1,283,757,000 | 699,999,000 |
Cash and cash equivalents at end of the period | 682,942,000 | 443,357,000 | 1,283,757,000 |
Common Shares | |||
Cash flows from financing activities: | |||
Common Shares repurchased | 0 | 0 | (65,509,000) |
Treasury Stock | |||
Cash flows from financing activities: | |||
Common Shares repurchased | 0 | (8,198,000) | (10,627,000) |
Hightail, Inc | |||
Cash flows from investing activities: | |||
Purchase of business, net of cash acquired | (20,535,000) | 0 | 0 |
Guidance Software Inc. | |||
Cash flows from investing activities: | |||
Purchase of business, net of cash acquired | (229,275,000) | 0 | 0 |
Covisint Corporation | |||
Cash flows from investing activities: | |||
Purchase of business, net of cash acquired | (71,279,000) | 0 | 0 |
ECD Business | |||
Cash flows from investing activities: | |||
Purchase of business, net of cash acquired | 0 | (1,622,394,000) | 0 |
HP Inc. CCM Business | |||
Cash flows from investing activities: | |||
Purchase of business, net of cash acquired | 0 | (315,000,000) | 0 |
Recommind Inc | |||
Cash flows from investing activities: | |||
Purchase of business, net of cash acquired | 0 | (170,107,000) | 0 |
Acquisitions completed prior to Fiscal 2017 | |||
Cash flows from investing activities: | |||
Purchase of business, net of cash acquired | $ 0 | $ (7,146,000) | $ (293,071,000) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as "OpenText" or the "Company". We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd. (OT South Africa), GXS, Inc. (GXS Korea) and EC1 Pte. Ltd. (GXS Singapore), which as of June 30, 2018 , were 70% , 85% and 81% owned, respectively, by OpenText. All inter-company balances and transactions have been eliminated. These Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the financial results of Covisint Corporation (Covisint), with effect from July 26, 2017, Guidance Software, Inc. (Guidance), with effect from September 14, 2017, and Hightail, Inc. (Hightail), with effect from February 14, 2018 (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 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) testing of goodwill for impairment, (iii) the valuation of acquired intangible assets, (iv) the valuation of long-lived assets, (v) the recognition of contingencies, (vi) restructuring accruals, (vii) acquisition accruals and pre-acquisition contingencies, (viii) the realization of investment tax credits, (ix) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, (x) the valuation of pension assets and obligations, and (xi) accounting for income taxes. Beginning in the second quarter of Fiscal 2018, our income tax estimates were impacted by legislation informally known as the Tax Cuts and Jobs Act, which was enacted in the United States on December 22, 2017. The Company has recorded a provisional charge and continues to assess the effect of the new law on its consolidated financial statements in accordance with Staff Accounting Bulletin 118 “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118). For more details related to this matter, please refer to note 14 "Income Taxes". |
Accounting Policies and Recent
Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Accounting Policies Cash and cash equivalents Cash and cash equivalents include balances with banks as well as deposits that have terms to maturity of three months or less. Cash equivalents are recorded at cost and typically consist of term deposits, commercial paper, certificates of deposit and short-term interest bearing investment-grade securities of major banks in the countries in which we operate. Short-Term Investments In accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC) Topic 320 "Investments - Debt and Equity Securities" (Topic 320) related to accounting for certain investments in debt and equity securities, and based on our intentions regarding these instruments, we classify our marketable securities as available for sale and account for these investments at fair value. Marketable securities consist primarily of high quality debt securities with original maturities over 90 days, and may include corporate notes, United States government agency notes and municipal notes. Allowance for doubtful accounts We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments. We evaluate the creditworthiness of our customers prior to order fulfillment and based on these evaluations, we adjust our credit limit to the respective customer. In addition to these evaluations, we conduct on-going credit evaluations of our customers' payment history and current creditworthiness. The allowance is maintained for 100% of all accounts deemed to be uncollectible and, for those receivables not specifically identified as uncollectible, an allowance is maintained for a specific percentage of those receivables based upon the aging of accounts, our historical collection experience and current economic expectations. To date, the actual losses have been within our expectations. No single customer accounted for more than 10% of the accounts receivable balance as of June 30, 2018 and 2017 . Property and equipment Property and equipment are stated at the lower of cost or net realizable value, and shown net of depreciation which is computed on a straight-line basis over the estimated useful lives of the related assets. Gains and losses on asset disposals are taken into income in the year of disposition. Fully depreciated property and equipment are retired from the consolidated balance sheet when they are no longer in use. We did no t recognize any significant property and equipment impairment charges in Fiscal 2018, Fiscal 2017, or Fiscal 2016. The following represents the estimated useful lives of property and equipment: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 years Computer software 3 to 7 years Capitalized software 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years Capitalized Software We capitalize software development costs in accordance with ASC Topic 350-40 "Accounting for the Costs of Computer Software Developed or Obtained for Internal-Use". We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post implementation and operation stage. If different determinations are made with respect to the state of development of a software project, then the amount capitalized and the amount charged to expense for that project could differ materially. Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. We also capitalize the direct costs of materials and services, which generally includes outside contractors, and interest. We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to training or data conversion costs. Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized. If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred. If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially. We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use. The capitalized software development costs are generally amortized using the straight-line method over a 3 to 5 year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. If different determinations are made with respect to the estimated useful life of the software, the amount of amortization charged in a particular period could differ materially. As of June 30, 2018 and 2017 our capitalized software development costs were $81.1 million and $67.1 million , respectively. Our additions, relating to capitalized software development costs, incurred during Fiscal 2018 and Fiscal 2017 were $14.6 million and $12.8 million , respectively. Acquired intangibles Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired on acquisitions. We amortize acquired technology over its estimated useful life on a straight-line basis. Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable; that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged. These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows. We amortize customer relationships on a straight-line basis over their estimated useful lives. We continually evaluate the remaining estimated useful life of our intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. Impairment of long-lived assets We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360). We test long-lived assets or asset groups, such as property and equipment and definite lived intangible assets, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. We have no t recorded any significant impairment charges for long-lived assets during Fiscal 2018, Fiscal 2017 and Fiscal 2016. Business combinations We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities, including contingent consideration where applicable, assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement, particularly since these assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired companies. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill in the period identified. Furthermore, when valuing certain intangible assets that we have acquired, critical estimates may be made relating to, but not limited to: (i) future expected cash flows from software license sales, cloud SaaS, DaaS and PaaS contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company's technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company's product portfolio, and (iii) discount rates. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income. For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts. If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations. Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in the "Provision for (recovery of) income taxes" line of our Consolidated Statements of Income. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment: the design, development, marketing and sales of Enterprise Information Management (EIM) software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We perform a qualitative assessment to test our reporting unit's goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e. a likelihood of more than 50 percent) to be less than its carrying amount, the second step of the impairment test is performed. In the second step of the impairment test, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. Our annual impairment analysis of goodwill was performed as of April 1, 2018. Our qualitative assessment indicated that there were no indications of impairment and therefore there was no impairment of goodwill required to be recorded for Fiscal 2018 ( no impairments were recorded for Fiscal 2017 and Fiscal 2016). Derivative financial instruments We use derivative financial instruments to manage foreign currency rate risk. We account for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date. Topic 815 also requires that changes in our derivative financial instruments' fair values be recognized in earnings; unless specific hedge accounting and documentation criteria are met (i.e. the instruments are accounted for as hedges). We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in "Accumulated other comprehensive income", net of tax, in our accompanying Consolidated Balance Sheets. Any ineffective or excluded portion of a designated cash flow hedge, if applicable, was recognized in our Consolidated Statements of Income. Asset retirement obligations We account for asset retirement obligations in accordance with ASC Topic 410, “Asset Retirement and Environmental Obligations” (Topic 410), which applies to certain obligations associated with “leasehold improvements” within our leased office facilities. Topic 410 requires that a liability be initially recognized for the estimated fair value of the obligation when it is incurred. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and depreciated over the remaining life of the underlying asset and the associated liability is accreted to the estimated fair value of the obligation at the settlement date through periodic accretion charges recorded within general and administrative expenses. When the obligation is settled, any difference between the final cost and the recorded amount is recognized as income or loss on settlement in our Consolidated Statements of Income. Revenue recognition License revenues We recognize revenues in accordance with ASC Topic 985-605, “Software Revenue Recognition” (Topic 985-605). We record product revenues from software licenses and products when persuasive evidence of an arrangement exists, the software product has been shipped, there are no significant uncertainties surrounding product acceptance by the customer, the fees are fixed and determinable, and collection is considered probable. We use the residual method to recognize revenues on delivered elements when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If an undelivered element for the arrangement exists under the license arrangement, revenues related to the undelivered element is deferred based on vendor-specific objective evidence (VSOE) of the fair value of the undelivered element. Our multiple-element sales arrangements include arrangements where software licenses and the associated post contract customer support (PCS) are sold together. We have established VSOE of the fair value of the undelivered PCS element based on the contracted price for renewal PCS included in the original multiple element sales arrangement, as substantiated by contractual terms and our significant PCS renewal experience, from our existing worldwide base. Our multiple element sales arrangements generally include irrevocable rights for the customer to renew PCS after the bundled term ends. The customer is not subject to any economic or other penalty for failure to renew. Further, the renewal PCS options are for services comparable to the bundled PCS and cover similar terms. It is our experience that customers generally exercise their renewal PCS option. In the renewal transaction, PCS is sold on a stand-alone basis to the licensees one year or more after the original multiple element sales arrangement. The exercised renewal PCS price is consistent with the renewal price in the original multiple element sales arrangement, although an adjustment to reflect consumer price changes is common. If VSOE of fair value does not exist for all undelivered elements, all revenues are deferred until sufficient evidence exists or revenue is recognized over the term of the last undelivered element. We assess whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. Our sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. Exceptions are only made to these standard terms for certain sales in parts of the world where local practice differs. In these jurisdictions, our customary payment terms are in line with local practice. Cloud services and subscriptions revenues Cloud services and subscription revenues consist of (i) SaaS offerings (ii) managed service arrangements and (iii) subscription revenues relating to on premise offerings. The customer contracts for each of these three offerings are long term contracts (greater than twelve months) and are based on the customer’s usage over the contract period. The revenue associated with such contracts is recognized once usage has been measured, the fee is fixed and determinable and collection is probable. In certain managed services arrangements, we sell transaction processing along with implementation and start-up services. Start-up services performed as part of the core implementation may include: infrastructure assessment and capacity planning, provisioning of infrastructure, customer connectivity and other initial setup activities. These sets of services do not have stand-alone value and, therefore, they do not qualify as separate units of accounting and are not separated. We believe these services do not have stand-alone value as the customer only receives value from these services in conjunction with the use of the related transaction processing service, we do not sell such services separately, and the output of such services cannot be re-sold by the customer. Revenues related to start-up services are recognized over the longer of the contract term or the estimated customer life. In some arrangements, we also sell distinct implementation and professional services that do have stand-alone value and can be separated from other elements in the arrangement. To the extent that they can be separately identified, the revenue related to these services is recognized as the service is performed, otherwise they are recognized in the same pattern as discussed above. In some arrangements, we also sell professional services as a separate single element arrangement. The revenue related to these services is recognized as the service is performed. We defer all direct and relevant costs associated with non-distinct start-up and core implementation activities of long-term customer contracts to the extent such costs can be recovered through guaranteed contract revenues. All other costs related to distinct implementation and professional services arrangements are recognized as the services is performed and expensed as incurred. Service revenues Service revenues consist of revenues from consulting, implementation, training and integration services. These services are set forth separately in the contractual arrangements such that the total price of the customer arrangement is expected to vary as a result of the inclusion or exclusion of these services. For those contracts where the services are not essential to the functionality of any other element of the transaction, we determine VSOE of fair value for these services based upon normal pricing and discounting practices for these services when sold separately. These consulting and implementation services contracts are primarily time and materials based contracts that are, on average, less than six months in length. Revenues from these services are recognized at the time such services are performed. We also enter into contracts that are primarily fixed fee arrangements wherein the services are not essential to the functionality of a software element. In such cases, the proportional performance method is applied to recognize revenues. Revenues from training and integration services are recognized in the period in which these services are performed. Customer support revenues Customer support revenues consist of revenues derived from contracts to provide PCS to license holders. These revenues are recognized ratably over the term of the contract. Advance billings of PCS are not recorded to the extent that the term of the PCS has not commenced and payment has not been received. Deferred revenues Deferred revenues primarily relate to cloud and customer support agreements which have been paid for by customers prior to the performance of those services. Generally, the services related to customer support agreements will be provided in the twelve months after the signing of the agreement. For cloud-related service agreements, deferred revenues are primarily recognized ratably over the performance or service period, which can vary from contract to contract. Deferred implementation revenue, specifically, is recognized over the longer of the estimated customer life or initial contract term, whichever is longer. Long-term sales contracts We may enter into certain long-term sales contracts involving the sale of integrated solutions that include the modification and customization of software and the provision of services that are essential to the functionality of the other elements in this arrangement. As prescribed by ASC Topic 985-605, we recognize revenues from such arrangements in accordance with the contract accounting guidelines in ASC Topic 605-35, “Construction-Type and Production-Type Contracts” (Topic 605-35), after evaluating for separation of any non-Topic 605-35 elements in accordance with the provisions of ASC Topic 605-25, “Multiple-Element Arrangements” (Topic 605-25). When circumstances exist that allow us to make reasonably dependable estimates of contract revenues, contract costs and the progress of the contract to completion, we account for sales under such long-term contracts using the percentage-of-completion (POC) method of accounting. Under the POC method, progress towards completion of the contract is measured based upon either input measures or output measures. We measure progress towards completion based upon an input measure and calculate this as the proportion of the actual hours incurred compared to the total estimated hours. For training and integration services rendered under such contracts, revenues are recognized as the services are rendered. We will review, on a quarterly basis, the total estimated remaining costs to completion for each of these contracts and apply the impact of any changes on the POC prospectively. If at any time we anticipate that the estimated remaining costs to completion will exceed the value of the contract, the resulting loss will be recognized immediately. When circumstances exist that prevent us from making reasonably dependable estimates of contract revenues, we account for sales under such long-term contracts using the completed contract method. Sales to resellers and channel partners We execute certain sales contracts through resellers and distributors (collectively, resellers) and also large, well-capitalized partners such as SAP SE and Accenture Inc. (collectively, channel partners). We recognize revenues relating to sales through resellers and channel partners when all the recognition criteria have been met, in other words, persuasive evidence of an arrangement exists, delivery has occurred in the reporting period, the fee is fixed and determinable, and collectability is probable. In addition, we assess the creditworthiness of each reseller and if the reseller is newly formed, undercapitalized or in financial difficulty any revenues expected to emanate from such resellers are deferred and recognized only when cash is received and all other revenue recognition criteria are met. Rights of return and other incentives We do not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, do not provide for or make estimates of rights of return and similar incentives. Research and development costs Research and development costs internally incurred in creating computer software to be sold, licensed or otherwise marketed are expensed as incurred unless they meet the criteria for deferral and amortization, as described in ASC Topic 985-20, “Costs of Software to be Sold, Leased, or Marketed” (Topic 985-20). In accordance with Topic 985-20, costs related to research, design and development of products are charged to expense as incurred and capitalized between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers. In our historical experience, the dates relating to the achievement of technological feasibility and general release of the product have substantially coincided. In addition, no significant costs are incurred subsequent to the establishment of technological feasibility. As a result, we do not capitalize any research and development costs relating to internally developed software to be sold, licensed or otherwise marketed. Income taxes We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. We account for our uncertain tax provisions by using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. On subsequent recognition and measurement the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company's best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. We recognize both accrued interest and penalties related to liabilities for income taxes within the "Provision for (recovery of) income taxes" line of our Consolidated Statements of Income (see note 14 "Income Taxes" for more details). Fair value of financial instruments Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximate their fair value due to the relatively short period of time between origination of the instruments and their expected realization. The fair value of our total long-term debt approximates its carrying value since the interest rate is at market. We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures”, to our derivative financial instruments that we are required to carry at fair value pursuant to other accounting standards (see note 15 "Fair Value Measurement" for more details). Foreign currency Our Consolidated Financial Statements are presented in U.S. dollars. In general, the functional currency of our subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S dollars at the exchange rates in effect at the balance sheet dates and revenues and expenses are translated at the average exchange rates prevailing during the previous month of the transaction. The effect of foreign currency translation adjustments not affecting net income are included in Shareholders' equity under the “Cumulative translation adjustment” account as a component of “Accumulated other comprehensive income”. Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item “Other income (expense), net” for Fiscal 2018, Fiscal 2017 and Fiscal 2016 were $4.8 million , $3.1 million and $(1.9) million , respectively. Restructuring charges We record restructuring charges relating to contractual lease obligations and other exit costs in accordance with ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420). Topic 420 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. In order to incur a liability pursuant to Topic 420, our management must have established and approved a plan of restructuring in sufficient detail. A liability for a cost associated with involuntary termination benefits is recorded when benefits have been communicated and a liability for a cost to terminate an operating lease or other contract is incurred, when the contract has been terminated in accordance with the contract terms or we have ceased using the right conveyed by the contract, such as vacating a leased facility. The recognition of restructuring charges requires us to make certain judgments regarding the nature, timing and amount associated with the planned restructuring activities, including estimating sub-lease income and the net recoverable amount of equipment to be disposed of. At the end of each reporting period, we evaluate the appropriateness of the remaining accrued balances (see note 17 "Special Charges (Recoveries)" for more details). Loss Contingencies We are currently involved in various claims and legal proceedings. Quarterly, we review t |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ALLOWANCE FOR DOUBTFUL ACCOUNTS Balance as of June 30, 2015 $ 5,987 Bad debt expense 5,908 Write-off /adjustments (5,155 ) Balance as of June 30, 2016 6,740 Bad debt expense 5,929 Write-off /adjustments (6,350 ) Balance as of June 30, 2017 6,319 Bad debt expense 9,942 Write-off /adjustments (6,520 ) Balance as of June 30, 2018 $ 9,741 Included in accounts receivable are unbilled receivables in the amount of $55.5 million as of June 30, 2018 ( June 30, 2017 — $46.2 million ). |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT As of June 30, 2018 Cost Accumulated Depreciation Net Furniture and fixtures $ 34,647 $ (21,488 ) $ 13,159 Office equipment 1,467 (687 ) 780 Computer hardware 207,381 (134,906 ) 72,475 Computer software 97,653 (59,485 ) 38,168 Capitalized software development costs 81,073 (41,556 ) 39,517 Leasehold improvements 118,200 (55,172 ) 63,028 Land and buildings 47,880 (10,802 ) 37,078 Total $ 588,301 $ (324,096 ) $ 264,205 As of June 30, 2017 Cost Accumulated Depreciation Net Furniture and fixtures $ 23,026 $ (14,879 ) $ 8,147 Office equipment 1,245 (597 ) 648 Computer hardware 164,268 (104,572 ) 59,696 Computer software 72,835 (33,862 ) 38,973 Capitalized software development costs 67,092 (28,430 ) 38,662 Leasehold improvements 81,564 (38,642 ) 42,922 Land and buildings 48,431 (10,061 ) 38,370 Total $ 458,461 $ (231,043 ) $ 227,418 |
Goodwill
Goodwill | 12 Months Ended |
Jun. 30, 2018 | |
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, Inc. (note 18) 91,405 Acquisition of CCM Business (note 18) 173,198 Acquisition of ECD Business (note 18) 825,142 Adjustments relating to acquisitions prior to Fiscal 2017 that had open measurement periods (note 18) (3,334 ) Adjustments on account of foreign exchange 4,752 Balance as of June 30, 2017 3,416,749 Acquisition of Hightail (note 18) 7,293 Acquisition of Guidance (note 18) 129,800 Acquisition of Covisint (note 18) 26,905 Adjustments relating to acquisitions prior to Fiscal 2018 that had open measurement periods (note 18) (1,458 ) Adjustments on account of foreign exchange 840 Balance as of June 30, 2018 3,580,129 |
Acquired Intangible Assets
Acquired Intangible Assets | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ACQUIRED INTANGIBLE ASSETS | ACQUIRED INTANGIBLE ASSETS As of June 30, 2018 Cost Accumulated Amortization Net Technology assets $ 985,226 $ (439,774 ) $ 545,452 Customer assets 1,348,510 (597,325 ) 751,185 Total $ 2,333,736 $ (1,037,099 ) $ 1,296,637 As of June 30, 2017 Cost Accumulated Amortization Net Technology assets $ 930,841 $ (272,872 ) $ 657,969 Customer assets 1,230,806 (416,233 ) 814,573 Total $ 2,161,647 $ (689,105 ) $ 1,472,542 The above balances as of June 30, 2018 have been reduced to reflect the impact of intangible assets relating to acquisitions where the gross cost has become fully amortized during the year ended June 30, 2018 . The impact of this resulted in a reduction of $19.0 million related to Technology assets and $3.0 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, 2019 $ 352,401 2020 280,888 2021 190,763 2022 177,208 2023 115,015 2024 and beyond 180,362 Total $ 1,296,637 |
Other Assets
Other Assets | 12 Months Ended |
Jun. 30, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS As of June 30, 2018 As of June 30, 2017 Deposits and restricted cash $ 9,479 $ 15,821 Deferred implementation costs 26,767 28,833 Investments 49,635 27,886 Marketable securities — 3,023 Long-term prepaid expenses and other long-term assets 25,386 18,200 Total $ 111,267 $ 93,763 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 Consolidated Statements of Income . During the year ended June 30, 2018 , our share of income (loss) from these investments was $6.0 million ( year ended June 30, 2017 and 2016 — $6.0 million and nil , respectively). Marketable securities are classified as available for sale securities and are recorded on our Consolidated Balance Sheets at fair value with unrealized gains and losses reported as a separate component of Accumulated other comprehensive income. We did no t hold any marketable securities as of June 30, 2018 . Long-term prepaid expenses and other long-term assets includes advance payments on long-term licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets. |
Deferred Charges and Credits
Deferred Charges and Credits | 12 Months Ended |
Jun. 30, 2018 | |
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 | 12 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 As of June 30, 2017 Accounts payable—trade $ 41,722 $ 43,699 Accrued salaries and commissions 118,024 121,958 Accrued liabilities 108,903 135,512 Accrued interest on Senior Notes 24,786 24,787 Amounts payable in respect of restructuring and other Special charges 5,622 13,728 Asset retirement obligations 3,097 2,436 Total $ 302,154 $ 342,120 Long-term accrued liabilities As of June 30, 2018 As of June 30, 2017 Amounts payable in respect of restructuring and other Special charges $ 4,362 $ 2,686 Other accrued liabilities* 35,874 36,702 Asset retirement obligations 12,591 10,950 Total $ 52,827 $ 50,338 * 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 June 30, 2018 , the present value of this obligation was $15.7 million ( June 30, 2017 — $13.4 million ), with an undiscounted value of $17.7 million ( June 30, 2017 — $15.0 million ). |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt Long-term debt is comprised of the following: As of June 30, 2018 As of June 30, 2017 Total debt Senior Notes 2026 $ 850,000 $ 850,000 Senior Notes 2023 800,000 800,000 Term Loan B 997,500 772,120 Revolver — 175,000 Total principal payments due 2,647,500 2,597,120 Premium on Senior Notes 2026 6,018 6,597 Debt issuance costs (32,995 ) (33,900 ) Total amount outstanding 2,620,523 2,569,817 Less: Current portion of long-term debt Term Loan B 10,000 7,760 Revolver — 175,000 Total current portion of long-term debt 10,000 182,760 Non-current portion of long-term debt $ 2,610,523 $ 2,387,057 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 our Senior Notes 2026 at an issue price of 102.75% . The additional notes have identical terms, are fungible with and are a part of a single series with the previously issued $600 million aggregate principal amount of Senior Notes 2026. The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, is $850 million . For the year ended June 30, 2018 , we recorded interest expense of $49.9 million , relating to Senior Notes 2026 ( year ended June 30, 2017 and 2016 — $43.1 million and $2.9 million , respectively). Senior Notes 2023 On January 15, 2015, we issued $800 million in aggregate principal amount of 5.625% Senior Notes due 2023 (Senior Notes 2023 and together with Senior Notes 2026, Senior Notes) 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 year ended June 30, 2018 , we recorded interest expense of $45.0 million , relating to Senior Notes 2023 ( year ended June 30, 2017 and 2016 — $45.0 million , respectively). Term Loan B On May 30, 2018, we refinanced our existing term loan facility (Term Loan B), by entering into a new $1 billion term loan facility, whereby we borrowed $1 billion on that day and repaid in full the loans under our prior $800 million term loan credit facility originally entered into on January 16, 2014. Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with the Revolver (defined below). Term Loan B has a seven year term and repayments made under Term Loan B are equal to 0.25% of the principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. Borrowings under Term Loan B currently bear a floating rate of interest equal to 1.75% plus LIBOR. As of June 30, 2018 , the outstanding balance on the Term Loan B bears an interest rate of approximately 3.73% . For the year ended June 30, 2018 , we recorded interest expense of $27.9 million , relating to Term Loan B ( year ended June 30, 2017 and 2016 — $24.8 million and $25.9 million , respectively). Revolver We currently have a $450 million committed revolving credit facility (the Revolver) with a maturity date of May 5, 2022. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75% . During the year ended June 30, 2018 , we drew down $200 million , from the Revolver partially to finance acquisitions ( year ended June 30, 2017 and 2016 — $225 million and nil , respectively). During the year ended June 30, 2018 , we repaid $375 million ( year ended June 30, 2017 and 2016 — $50 million and nil , respectively). As of June 30, 2018 we have no outstanding balance on the Revolver. For the year ended June 30, 2018 , we recorded interest expense of $9.0 million , relating to amounts drawn on the Revolver ( year ended June 30, 2017 and 2016 — $2.6 million and 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 and Term Loan B using the effective interest method and the Revolver using the straight-line method. In connection with the recent refinancing and amendment of Term Loan B, we incurred new debt issuance costs of approximately $4.7 million , of which approximately $4.4 million has been paid as of June 30, 2018 . Furthermore, during the year ended June 30, 2018 , we wrote off $0.2 million 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 Consolidated Statements of Income. 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 reduction to interest expense over the term of Senior Notes 2026 using the effective interest method. |
Pension Plans and Other Post Re
Pension Plans and Other Post Retirement Benefits | 12 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS | PENSION PLANS AND OTHER POST RETIREMENT BENEFITS The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT), GXS GmbH ( GXS GER ), GXS Philippines, Inc. ( GXS PHP ) and other plans as of June 30, 2018 and June 30, 2017 : As of June 30, 2018 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 32,651 $ 655 $ 31,996 GXS GER defined benefit plan 25,382 1,027 24,355 GXS PHP defined benefit plan 3,853 138 3,715 Other plans 6,095 442 5,653 Total $ 67,981 $ 2,262 $ 65,719 As of June 30, 2017 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 28,881 $ 583 $ 28,298 GXS GER defined benefit plan 23,730 926 22,804 GXS PHP defined benefit plan 4,495 81 4,414 Other plans 3,256 145 3,111 Total $ 60,362 $ 1,735 $ 58,627 * The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets (see note 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 June 30, 2018 , there is approximately $0.7 million in accumulated other comprehensive income related to the CDT pension plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year. GXS GER Plan As part of our acquisition of GXS Group, Inc. (GXS) in Fiscal 2014, we assumed an unfunded defined benefit pension plan covering certain German employees which provides for old age, disability and survivors' benefits. The GXS GER plan has been closed to new participants since 2006. Benefits under the GXS GER plan are generally based on a participant’s remuneration, date of hire, years of eligible service and age at retirement. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. No contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. As of June 30, 2018 , there is approximately $0.1 million in accumulated other comprehensive income related to the GXS GER plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year. GXS PHP Plan As part of our acquisition of GXS in Fiscal 2014, we assumed a primarily unfunded defined benefit pension plan covering substantially all of the GXS Philippines employees which provides for retirement, disability and survivors' benefits. Benefits under the GXS PHP plan are generally based on a participant’s remuneration, years of eligible service and age at retirement. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. Aside from an initial contribution which has a fair value of approximately $32 thousand as of June 30, 2018 , no additional contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. As of June 30, 2018 , there is approximately $0.6 million in accumulated other comprehensive income related to the GXS PHP plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year. The following are the details of the change in the benefit obligation for each of the above mentioned pension plans for the periods indicated: As of June 30, 2018 As of June 30, 2017 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of period $ 28,881 $ 23,730 $ 4,495 $ 57,106 $ 29,450 $ 24,729 $ 7,341 $ 61,520 Service cost 501 472 832 1,805 467 395 1,051 1,913 Interest cost 607 489 241 1,337 456 377 226 1,059 Benefits paid (580 ) (974 ) (141 ) (1,695 ) (469 ) (807 ) (53 ) (1,329 ) Actuarial (gain) loss 2,442 997 (1,313 ) 2,126 (1,708 ) (1,548 ) (3,728 ) (6,984 ) Foreign exchange (gain) loss 800 668 (261 ) 1,207 685 584 (342 ) 927 Benefit obligation—end of period 32,651 25,382 3,853 61,886 28,881 23,730 4,495 57,106 Less: Current portion (655 ) (1,027 ) (138 ) (1,820 ) (583 ) (926 ) (81 ) (1,590 ) Non-current portion of benefit obligation $ 31,996 $ 24,355 $ 3,715 $ 60,066 $ 28,298 $ 22,804 $ 4,414 $ 55,516 The following are details of net pension expense relating to the following pension plans: Year Ended June 30, 2018 2017 2016 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 501 $ 472 $ 832 $ 1,805 $ 467 $ 395 $ 1,051 $ 1,913 $ 422 $ 359 $ 1,628 $ 2,409 Interest cost 607 489 241 1,337 456 377 226 1,059 610 543 314 1,467 Amortization of actuarial (gains) and losses 541 72 (241 ) 372 627 168 (48 ) 747 425 23 — 448 Net pension expense $ 1,649 $ 1,033 $ 832 $ 3,514 $ 1,550 $ 940 $ 1,229 $ 3,719 $ 1,457 $ 925 $ 1,942 $ 4,324 In determining the fair value of the pension plan benefit obligations as of June 30, 2018 and June 30, 2017 , respectively, we used the following weighted-average key assumptions: As of June 30, 2018 As of June 30, 2017 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 3.50% 3.50% 6.50% 2.00% 2.00% 6.20% Pension increases 2.00% 2.00% N/A 1.75% 2.00% N/A Discount rate 2.00% 2.00% 7.25% 2.00% 2.00% 5.00% Normal retirement age 65 65-67 60 65 65-67 60 Employee fluctuation rate: to age 20 —% —% 12.19% —% —% 12.19% to age 25 —% —% 16.58% —% —% 16.58% to age 30 1.00% —% 13.97% 1.00% —% 13.97% to age 35 0.50% —% 10.77% 0.50% —% 10.77% to age 40 —% —% 7.39% —% —% 7.39% to age 45 0.50% —% 3.28% 0.50% —% 3.28% to age 50 0.50% —% —% 0.50% —% —% from age 51 1.00% —% —% 1.00% —% —% Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows: Fiscal years ending June 30, CDT GXS GER GXS PHP 2019 $ 655 $ 1,027 $ 138 2020 700 1,032 104 2021 800 1,061 144 2022 890 1,068 330 2023 999 1,071 198 2024 to 2028 6,008 5,506 1,913 Total $ 10,052 $ 10,765 $ 2,827 Other Plans Other plans include defined benefit pension plans that are offered by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. These other plans are primarily unfunded, with the aggregate projected benefit obligation included in our pension liability. The net periodic costs of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. |
Share Capital, Option Plans and
Share Capital, Option Plans and Share-Based Payments | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS | SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS Cash Dividends For the year ended June 30, 2018 , pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.5478 , per Common Share in the aggregate amount of $145.6 million , which we paid during the same period. For the year ended June 30, 2017 , pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.4770 , per Common Share in the aggregate amount of $120.6 million . For the year ended June 30, 2016 , pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.4150 , per Common Share in the aggregate amount of $99.3 million . 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 From time to time we may provide funds to an independent agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the LTIP or other plans. During the year ended June 30, 2018 , we did no t repurchase any of our Common Shares for potential reissuance under our Long-Term Incentive Plans (LTIP) or other plans ( year ended June 30, 2017 and 2016 — 244,240 and 450,000 Common Shares, respectively, in the amount of $8.2 million and $10.6 million , respectively). See below for more details on our various plans. Reissuance During the year ended June 30, 2018 , we reissued 411,276 Common Shares from treasury stock ( year ended June 30, 2017 and 2016 — 409,922 and 434,156 Common Shares, respectively), in connection with the settlement of awards. Option Plans A summary of stock options outstanding under our 2004 stock option plan is set forth below. All numbers shown in the chart below have been adjusted, where applicable, to account for the two-for-one stock splits that occurred on October 22, 2003, February 18, 2014 and January 24, 2017. 2004 Stock Option Plan Date of inception Oct-04 Eligibility Eligible employees and directors, as determined by the Board of Directors Options granted to date 30,528,078 Options exercised to date (16,191,017) Options cancelled to date (7,258,626) Options outstanding 7,078,435 Termination grace periods Immediately “for cause”; 90 days for any other reason; 180 days due to death Vesting schedule 25% per year, unless otherwise specified Exercise price range $11.68 - $36.50 Expiration dates 8/12/2018 to 5/11/2025 The following table summarizes information regarding stock options outstanding at June 30, 2018 : Options Outstanding Options Exercisable Range of Exercise Prices Number of options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of options Weighted Average Exercise Price $ 11.68 - $ 22.87 952,382 2.86 $ 19.10 607,706 $ 16.97 23.51 - 24.52 72,000 3.25 24.28 55,000 24.52 25.04 - 25.05 885,500 2.58 25.04 885,500 25.04 25.58 - 27.56 1,392,520 3.60 26.99 297,500 26.80 27.83 - 28.65 606,484 3.47 28.01 310,710 27.90 29.75 - 30.37 686,414 4.92 29.84 153,622 29.84 32.63 - 33.48 1,279,625 5.78 33.03 172,250 33.39 34.48 - 34.49 705,000 5.88 34.49 — — 34.71 - 34.72 473,510 6.86 34.71 — — 36.49 - 36.50 25,000 6.60 36.50 — — $ 11.68 - $ 36.50 7,078,435 4.43 $ 28.41 2,482,288 $ 24.50 Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows: Year Ended June 30, 2018 2017 2016 Stock options $ 9,828 $ 12,196 $ 13,202 Performance Share Units (issued under LTIP) 3,553 3,624 2,688 Restricted Share Units (issued under LTIP) 6,602 6,452 5,086 Restricted Share Units (other) 936 2,804 1,573 Deferred Share Units (directors) 2,921 2,849 2,764 Employee Share Purchase Plan 3,754 2,582 665 Total share-based compensation expense $ 27,594 $ 30,507 $ 25,978 Summary of Outstanding Stock Options As of June 30, 2018 , an aggregate of 7,078,435 options to purchase Common Shares were outstanding and an additional 10,893,828 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 years ended June 30, 2018 and 2017 are as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2017 8,977,830 $ 24.57 Granted 1,322,340 34.60 Exercised (2,869,569 ) 18.94 Forfeited or expired (352,166 ) 30.81 Outstanding at June 30, 2018 7,078,435 $ 28.41 4.43 $ 48,405 Exercisable at June 30, 2018 2,482,288 $ 24.50 3.13 $ 26,539 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 2,278,974 31.75 Exercised (1,012,644 ) 20.47 Forfeited or expired (643,316 ) 22.30 Outstanding at June 30, 2017 8,977,830 $ 24.57 4.27 $ 64,707 Exercisable at June 30, 2017 3,736,180 $ 19.27 2.74 $ 45,830 We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows: Year Ended June 30, 2018 2017 2016 Weighted–average fair value of options granted $ 7.58 $ 7.06 $ 5.69 Weighted-average assumptions used: Expected volatility 26.95 % 28.32 % 31.76 % Risk–free interest rate 2.18 % 1.46 % 1.31 % Expected dividend yield 1.50 % 1.43 % 1.62 % Expected life (in years) 4.38 4.51 4.33 Forfeiture rate (based on historical rates) 6 % 5 % 5 % Average exercise share price $ 34.60 $ 31.75 $ 24.09 Derived service period (in years)* N/A 1.79 N/A *Options valued using Monte Carlo Valuation Method As of June 30, 2018 , the total compensation cost related to the unvested stock option awards not yet recognized was approximately $19.0 million , which will be recognized over a weighted-average period of approximately 2.5 years . No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented. We have no t capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. For the year ended June 30, 2018 , cash in the amount of $54.4 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the year ended June 30, 2018 from the exercise of options eligible for a tax deduction was $1.5 million . For the year ended June 30, 2017 , cash in the amount of $20.8 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the year ended June 30, 2017 from the exercise of options eligible for a tax deduction was $2.2 million . For the year ended June 30, 2016 , cash in the amount of $14.6 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the year ended June 30, 2016 from the exercise of options eligible for a tax deduction was $0.8 million . 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 Annual Report on Form 10-K based upon the year in which the grants are expected to vest. 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. We settled the Fiscal 2017 LTIP by issuing 312,651 Common Shares from treasury stock during the three months ended December 31, 2017, with a cost of $6.7 million . 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. Fiscal 2020 LTIP Grants made in Fiscal 2018 under the LTIP (collectively referred to as Fiscal 2020 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2018 starting on August 7, 2017. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2020 LTIP. We expect to settle the Fiscal 2020 LTIP awards in stock. 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 June 30, 2018 , the total expected compensation cost related to the unvested LTIP awards not yet recognized was $12.9 million , which is expected to be recognized over a weighted average period of 1.8 years . Restricted Share Units (RSUs) During the year ended June 30, 2018 , we granted 4,464 RSUs to employees in accordance with employment and other agreements ( year ended June 30, 2017 and 2016 — 19,300 and 122,072 RSUs, 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 year ended June 30, 2018 , we issued 98,625 Common Shares from treasury stock, with a cost of $2.1 million , in connection with the settlement of these vested RSUs ( year ended June 30, 2017 and 2016 — 70,000 and 30,000 Common Shares, respectively, with a cost of $1.5 million and $0.3 million , respectively). Deferred Stock Units (DSUs) During the year ended June 30, 2018 , we granted 87,501 DSUs to certain non-employee directors ( year ended June 30, 2017 and 2016 — 91,680 and 111,716 DSUs, respectively). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board. Employee Share Purchase Plan (ESPP) Our ESPP offers employees a purchase price discount of 15% . During the year ended June 30, 2018 , 729,521 Common Shares were eligible for issuance to employees enrolled in the ESPP ( year ended June 30, 2017 and 2016 — 530,170 and 160,546 Common Shares, respectively). During the year ended June 30, 2018 , cash in the amount of approximately $21.5 million was received from employees relating to the ESPP ( year ended June 30, 2017 and 2016 — $14.8 million and $5.5 million , respectively). |
Guarantees and Contingencies
Guarantees and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
GUARANTEES AND CONTINGENCIES | GUARANTEES AND CONTINGENCIES We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total July 1, 2018— July 1, 2019— July 1, 2021— July 1, 2023 Long-term debt obligations (1) $ 3,524,567 $ 142,626 $ 284,013 $ 282,398 $ 2,815,530 Operating lease obligations (2) 394,907 72,224 127,878 85,943 108,862 Purchase obligations 16,108 9,577 6,354 177 — $ 3,935,582 $ 224,427 $ 418,245 $ 368,518 $ 2,924,392 (1) Includes interest up to maturity and principal payments. Please see note 10 "Long-Term Debt" for more details. (2) Net of $7.6 million of sublease income to be received from properties which we have subleased to third parties. Guarantees and Indemnifications We have entered into customer agreements which may include provisions to indemnify our customers against third party claims that our software products or services infringe certain third party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Consolidated Financial Statements . Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows. Litigation We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 "Loss Contingencies" (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Annual Report on Form 10-K , the aggregate of such 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 IRS Matter As we have previously disclosed, the United States Internal Revenue Service (IRS) is examining certain of our tax returns for our fiscal year ended June 30, 2010 (Fiscal 2010) through our fiscal year ended June 30, 2012 (Fiscal 2012), and in connection with those examinations is reviewing our internal reorganization in Fiscal 2010 to consolidate certain intellectual property ownership in Luxembourg and Canada and our integration of certain acquisitions into the resulting structure. We also previously disclosed that the examinations may lead to proposed adjustments to our taxes that may be material, individually or in the aggregate, and that we have not recorded any material accruals for any such potential adjustments in our Consolidated Financial Statements . We previously disclosed that, as part of these examinations, on July 17, 2015 we received from the IRS an initial Notice of Proposed Adjustment (NOPA) in draft form proposing a one-time approximately $280 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010, plus penalties and interest, and that we expected to receive an additional NOPA proposing an 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. We also previously disclosed that the draft NOPA could be changed before the final NOPA is issued, including because the IRS reserved the right in the draft NOPA to increase the adjustment by assigning a higher value to our intellectual property. On July 11, 2018 , we received from the IRS a revised draft NOPA proposing an increase to our U.S. federal taxes for Fiscal 2010 (the 2010 NOPA) and a draft NOPA proposing an increase to our U.S. federal taxes for Fiscal 2012 (the 2012 NOPA), respectively. A NOPA is an IRS position and does not impose an obligation to pay tax. After evaluation of these NOPAs, we continue to strongly disagree with the IRS’ positions and intend to vigorously contest the proposed adjustments to our taxable income. We currently estimate our potential aggregate liability, as of June 30, 2018 , in connection with these ongoing matters with the IRS, including additional state income taxes plus penalties and interest that may be due, to be approximately $725 million , comprised of approximately $455 million in U.S. federal and state taxes, approximately $105 million of penalties, and approximately $165 million of interest, further described below. Our previously disclosed estimated potential aggregate liability, as of March 31, 2018, was approximately $605 million . The 2010 NOPA received from the IRS on July 11, 2018 increases the one-time proposed adjustment to our U.S. federal income taxes for Fiscal 2010 by approximately $55 million , from, as previously disclosed, approximately $280 million to approximately $335 million . Such increase is based on the IRS’ assertion that certain of our intangible property involved in our internal reorganization had a greater value than was assigned to it in the original draft NOPA. As contemplated by the original draft NOPA, the 2010 NOPA asserts penalties equal to 20% of the additional proposed taxes for Fiscal 2010, plus interest at the applicable statutory rate (which will continue to accrue until the matter is resolved and may be substantial). On July 11, 2018 , we also received, consistent with previously disclosed expectations, the 2012 NOPA proposing an approximately $80 million adjustment to our U.S. federal taxes for Fiscal 2012, which was previously included in our estimated potential aggregate liability of approximately $605 million . The 2012 NOPA also asserts, however, that the penalty rate should be 40% of the additional proposed taxes for Fiscal 2012. The $120 million increase from the previously estimated potential aggregate liability of approximately $605 million , as of March 31, 2018, is attributable to (i) approximately $95 million of increased proposed U.S. federal and state taxes and associated penalties and interest related to the IRS asserting a higher valuation of our intangible property in the 2010 NOPA, (ii) approximately $20 million related to the additional 20% penalties and associated interest asserted by the IRS in the 2012 NOPA, and (iii) approximately $5 million related to an estimate of additional interest that has continued to accrue since March 31, 2018. Based on our discussions with the IRS and the fact that the adjustments proposed in these NOPAs reflect the IRS’ own asserted valuations of our intangible property, we do not expect the IRS to further revise the NOPAs to increase any of their proposed adjustments to our U.S. federal income taxes (subject to the continued accrual of interest, as noted above). As previously disclosed and noted above, 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 Annual Report on Form 10-K , we have not recorded any material accruals in respect of these examinations in our Consolidated Financial Statements . An adverse outcome of these tax examinations could have a material adverse effect on our financial position and results of operations. CRA Matter As part of its ongoing audit of our Canadian tax returns, the Canada Revenue Agency (CRA) has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012 and Fiscal 2013. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2018, in connection with the CRA's reassessments for Fiscal 2012 and Fiscal 2013 to be limited to penalties and interest that may be due of approximately $23 million . The notices of reassessment for Fiscal 2012 and Fiscal 2013 would, as drafted, increase our taxable income by approximately $90 million for each of those years, as well as, in the case of Fiscal 2012, impose a 10% penalty on the proposed adjustment to income, with a similar penalty expected to be imposed for Fiscal 2013. We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012 and Fiscal 2013 (including any penalties) are without merit. We have filed a notice of objection for Fiscal 2012, will be filing an objection for Fiscal 2013, and we are currently seeking competent authority consideration under applicable international treaties in respect of these reassessments. Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012 and Fiscal 2013, or potential reassessments that may be proposed for subsequent years currently under audit, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above. We will continue to vigorously contest the proposed adjustments to our taxable income and any penalty and interest assessments. As of the date of this Annual Report on Form 10-K , we have not recorded any accruals in respect of these reassessments in our Consolidated Financial Statements . Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability in respect of our international transactions, including the transfer pricing methodology applied to them. The CRA is currently auditing Fiscal 2014 and Fiscal 2015. We are engaged in ongoing discussions with the CRA and continue to vigorously contest the CRA's audit positions. GXS Brazil Matter As part of our acquisition of GXS, we 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. During the first quarter of Fiscal 2018 the courts ruled in favour of the municipality of São Paulo. The Company decided not to pursue further appeal. On October 1, 2017, the Company reached a settlement with the municipality and paid $1.4 million . 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 $1.6 million accrued for the probable amount of a settlement related to the indirect taxes, interest and penalties. GXS India Matter Our Indian subsidiary, GXS India Technology Centre Private Limited (GXS India), is subject to potential assessments by Indian tax authorities in the city of Bangalore. GXS India has received assessment orders from the Indian tax authorities alleging that the transfer price applied to intercompany transactions was not appropriate. Based on advice from our tax advisors, we believe that the facts that the Indian tax authorities are using to support their assessment are incorrect. We have filed appeals and anticipate an eventual settlement with the Indian tax authorities. We have accrued $1.3 million to cover our anticipated financial exposure in this matter. Please also see Item 1A "Risk Factors" elsewhere in this Annual Report on Form 10-K. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates. The following is a geographical breakdown of income before the provision for income taxes: Year Ended June 30, 2018 2017 2016 Domestic income (loss) $ 238,405 $ 110,562 $ (80,066 ) Foreign income 147,721 138,989 370,843 Income before income taxes $ 386,126 $ 249,551 $ 290,777 The provision for (recovery of) income taxes consisted of the following: Year Ended June 30, 2018 2017 2016 Current income taxes (recoveries): Domestic $ 5,313 $ 12,238 $ (3,119 ) Foreign 48,777 82,593 63,862 54,090 94,831 60,743 Deferred income taxes (recoveries): Domestic 61,678 (851,683 ) (44,569 ) Foreign 28,058 (19,512 ) (9,892 ) 89,736 (871,195 ) (54,461 ) Provision for (recovery of) income taxes $ 143,826 $ (776,364 ) $ 6,282 A reconciliation of the combined Canadian federal and provincial income tax rate with our effective income tax rate is as follows: Year Ended June 30, 2018 2017 2016 Expected statutory rate 26.5 % 26.5 % 26.5 % Expected provision for income taxes $ 102,323 $ 66,131 $ 77,056 Effect of foreign tax rate differences 2,352 8,647 (71,478 ) Change in valuation allowance 1,779 520 (34,999 ) Amortization of deferred charges 4,242 6,298 11,316 Effect of permanent differences 4,332 3,673 10,711 Effect of changes in unrecognized tax benefits 5,543 14,427 (264 ) Effect of withholding taxes 7,927 3,845 3,457 Difference in tax filings from provision 1,321 (7,836 ) 8,959 Effect of U.S. tax reform 19,037 — — Other Items (5,030 ) 4,045 1,524 Impact of internal reorganization of subsidiaries — (876,114 ) — $ 143,826 $ (776,364 ) $ 6,282 In Fiscal 2018 and 2017, respectively, substantially all the tax rate differential for international jurisdictions was driven by earnings in the United States. In Fiscal 2016, this differential was driven by earnings in Luxembourg. The effective tax rate increased to a provision of 37.2% for the year ended June 30, 2018 , compared to a recovery of 311.1% for the year ended June 30, 2017 . The increase in tax expense of $920.2 million was primarily due to (i) a significant tax benefit of $876.1 million resulting from the Fiscal 2017 internal reorganization as described below which did not reoccur in Fiscal 2018, (ii) the impact of changes in US tax legislation in Fiscal 2018 resulting in a provisional charge of $19.0 million (see below), (iii) an increase of $29.9 million on account of the Company having higher income before taxes, including the impact of foreign tax rates and (iv) an increase of $9.2 million relating to differences in tax filings from provisions, offset by (i) a decrease of $8.9 million resulting from the net impact of reversals and accruals of reserves, and (ii) a decrease of $2.1 million relating to a decrease in amortization of deferred charges. The remainder of the difference was due to normal course movements and non-material items. 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. 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. For more information relating to this, please refer to our Annual Report on Form 10-K for the year ended June 30, 2017. As of June 30, 2018, we have approximately $60.8 million of domestic non-capital loss carryforwards. In addition, we have $471.5 million of foreign non-capital loss carryforwards of which $65.3 million have no expiry date. The remainder of the domestic and foreign losses expires between 2019 and 2037. In addition, investment tax credits of $55.2 million will expire between 2019 and 2038. The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below: June 30, 2018 2017 Deferred tax assets Non-capital loss carryforwards $ 129,436 $ 109,060 Capital loss carryforwards 417 246 Undeducted scientific research and development expenses 123,114 101,998 Depreciation and amortization 829,369 887,735 Restructuring costs and other reserves 17,202 22,956 Deferred revenue 62,726 75,248 Other 57,461 74,668 Total deferred tax asset $ 1,219,725 $ 1,271,911 Valuation Allowance $ (80,924 ) $ (58,925 ) Deferred tax liabilities Scientific research and development tax credits $ (13,342 ) $ (12,070 ) Acquired intangibles — — Other (82,668 ) (79,928 ) Deferred tax liabilities $ (96,010 ) $ (91,998 ) Net deferred tax asset $ 1,042,791 $ 1,120,988 Comprised of: Long-term assets 1,122,729 1,215,712 Long-term liabilities (79,938 ) (94,724 ) $ 1,042,791 $ 1,120,988 We believe that sufficient uncertainty exists regarding the realization of certain deferred tax assets that a valuation allowance is required. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText. The aggregate changes in the balance of our gross unrecognized tax benefits (including interest and penalties) were as follows: Unrecognized tax benefits as of July 1, 2016 $ 174,485 Increases on account of current year positions 5,675 Increases on account of prior year positions 18,938 Decreases due to settlements with tax authorities (16,332 ) Decreases due to lapses of statutes of limitations (8,236 ) Unrecognized tax benefits as of June 30, 2017 $ 174,530 Increases on account of current year positions 6,483 Increases on account of prior year positions 17,794 Decreases due to settlements with tax authorities — Decreases due to lapses of statutes of limitations (20,995 ) Unrecognized tax benefits as of June 30, 2018 $ 177,812 Included in the above tabular reconciliation are unrecognized tax benefits of $10.5 million relating to deferred tax assets in jurisdictions in which these deferred tax assets are offset with valuation allowances. The net unrecognized tax benefit excluding these deferred tax assets is approximately $167.2 million as of June 30, 2018 (June 30, 2017— $163.0 million ). Increases on account of prior year positions includes nothing that is subject to recovery as an indemnified asset (June 30, 2017— $9.4 million ). We recognize interest expense and penalties related to income tax matters in income tax expense. For the year ended June 30, 2018 , 2017 and 2016 , we recognized the following amounts as income tax-related interest expense and penalties: Year Ended June 30, 2018 2017 2016 Interest expense $ 6,233 $ 13,028 $ 6,534 Penalties expense (recoveries) (191 ) 438 (2,761 ) Total $ 6,042 $ 13,466 $ 3,773 The following amounts have been accrued on account of income tax-related interest expense and penalties: As of June 30, 2018 As of June 30, 2017 Interest expense accrued * $ 54,058 $ 47,402 Penalties accrued * $ 2,438 $ 2,160 * These balances have been included within "Long-term income taxes payable" within the Consolidated Balance Sheets . We believe that it is reasonably possible that the gross unrecognized tax benefits, as of June 30, 2018 , could decrease tax expense in the next 12 months by $9.1 million , relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions. Our four most significant tax jurisdictions are Canada, the United States, Luxembourg and Germany. Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate. The earliest fiscal years open for examination are 2012 for Germany, 2010 for the United States, 2012 for Luxembourg, and 2012 for Canada. We are subject to tax audits in all major taxing jurisdictions in which we operate and currently have tax audits open in Canada, the United States, France, Germany, India, 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 and Canada 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 June 30, 2018 , we have provided $28.5 million ( June 30, 2017 — $22.1 million ) in respect of both additional foreign taxes or deferred income tax liabilities for temporary differences related to the undistributed earnings of certain non-United States subsidiaries, and planned periodic repatriations from certain 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. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changed the existing US tax laws, including a reduction in the federal corporate tax rate from 35% to 21% , and the transition of US international taxation from a worldwide tax system to a partially territorial tax system. As a result of the enactment of the legislation, the Company incurred a provisional one-time tax expense of $19.0 million for the year ended June 30, 2018 , primarily related to the transition tax on accumulated foreign earnings and the re-measurement of certain deferred tax assets and liabilities. The portion of this anticipated increase to tax expense attributable to the transition tax is payable over a period of up to eight years . The impact of the $19.0 million adjustment resulting from the US legislation on the effective tax rate is an increase of 4.9% for the year ended June 30, 2018 . The $19.0 million is a provisional amount in respect of Alternative Minimum Tax (AMT), and transition tax on accumulated foreign earnings in accordance with Staff Accounting Bulletin 118 “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118). The finalization of the provisional one-time amount is pending finalization of considerations related to undistributed foreign earnings and evaluating whether any portion of our existing AMT credit carryforwards are not expected to be refundable as a result of the repeal of corporate AMT, which may result in changes to the provisional amount during the SAB 118 measurement period. The Company continues to assess the impact of the new law on its consolidated financial statements and anticipates finalizing the determination on or before December 22, 2018 in accordance with SAB 118. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT ASC Topic 820 “Fair Value Measurement” (Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk. In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis: Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of June 30, 2018 and June 30, 2017 : June 30, 2018 June 30, 2017 Fair Market Measurements using: Fair Market Measurements using: June 30, 2018 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2017 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: Marketable securities N/A N/A N/A N/A $ 3,023 N/A $ 3,023 N/A Derivative financial instrument asset (note 16) — N/A — N/A 1,174 N/A 1,174 N/A $ — N/A $ — N/A $ 4,197 N/A $ 4,197 N/A Financial Liabilities: Derivative financial instrument liability (note 16) $ (1,319 ) N/A $ (1,319 ) N/A $ — N/A $ — N/A $ (1,319 ) N/A $ (1,319 ) N/A $ — N/A $ — N/A Our valuation techniques used to measure the fair values of the derivative instruments, the counterparty to which has high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments. Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates. Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Consolidated Financial Statements at an amount that approximates their fair value (a Level 2 measurement) due to their short maturities. If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the year ended June 30, 2018 and 2017 , we did not have any transfers between Level 1, Level 2 or Level 3. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the year ended June 30, 2018 and 2017 , no indications of impairment were identified and therefore no fair value measurements were required. Marketable Securities Marketable securities are classified as available for sale securities and are recorded within "Other assets" on our Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of Accumulated other comprehensive income. We did no t hold any marketable securities as of June 30, 2018 . A summary of our marketable securities outstanding as of June 30, 2018 and June 30, 2017 is as follows: As of June 30, 2018 As of June 30, 2017 Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Marketable securities N/A N/A N/A N/A $ 2,406 $ 617 $ — $ 3,023 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Foreign Currency Forward Contracts We are engaged in hedging programs with various banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months . We do not use 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 June 30, 2018 , is recorded within "Accounts payable and accrued liabilities”. As of June 30, 2018 , the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $47.1 million ( June 30, 2017 — $39.0 million ). Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance The effect of these derivative instruments on our Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects). Fair Value of Derivative Instruments in the Consolidated Balance Sheets (see note 15 "Fair Value Measurement") As of June 30, 2018 As of June 30, 2017 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) $ (1,319 ) $ 1,174 Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Year Ended June 30, 2018 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss) 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) Foreign currency forward contracts $ (647 ) Operating $ 1,846 N/A $ — Year Ended June 30, 2017 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 Foreign currency forward contracts $ 129 Operating $ (253 ) N/A $ — |
Special Charges (Recoveries)
Special Charges (Recoveries) | 12 Months Ended |
Jun. 30, 2018 | |
Restructuring, Settlement and Impairment Provisions [Abstract] | |
SPECIAL CHARGES (RECOVERIES) | SPECIAL CHARGES (RECOVERIES) Special charges (recoveries) include costs and recoveries that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition-related costs and other charges. Year Ended June 30, 2018 2017 2016 Fiscal 2018 Restructuring Plan $ 10,154 $ — $ — Fiscal 2017 Restructuring Plan 7,207 33,827 — Restructuring Plans prior to Fiscal 2017 Restructuring Plan 279 (340 ) 18,644 Acquisition-related costs 4,805 15,938 7,710 Other charges (recoveries) 6,766 14,193 8,492 Total $ 29,211 $ 63,618 $ 34,846 Fiscal 2018 Restructuring Plan During Fiscal 2018 and in the context of our acquisitions of Covisint, Guidance and subsequently Hightail (each defined below), we began to implement restructuring activities to streamline our operations (collectively referred to as the Fiscal 2018 Restructuring Plan). The Fiscal 2018 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. As of June 30, 2018 , we expect total costs to be incurred in conjunction with the Fiscal 2018 Restructuring Plan to be approximately $12.0 million , of which $10.2 million has already been recorded within "Special charges (recoveries)" to date. A reconciliation of the beginning and ending liability for the year ended June 30, 2018 is shown below. Fiscal 2018 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2017 $ — $ — $ — Accruals and adjustments 8,511 1,643 10,154 Cash payments (8,845 ) (489 ) (9,334 ) Foreign exchange and other non-cash adjustments 892 11 903 Balance payable as at June 30, 2018 $ 558 $ 1,165 $ 1,723 Fiscal 2017 Restructuring Plan During Fiscal 2017 and in the context of our acquisitions of Recommind, CCM Business and ECD Business (each as defined below), 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 June 30, 2018 , we expect total costs to be incurred in conjunction with the Fiscal 2017 Restructuring Plan to be approximately $45.0 million , of which $41.0 million has already been recorded within "Special charges (recoveries)" to date. A reconciliation of the beginning and ending liability for the year ended June 30, 2018 is shown below. Fiscal 2017 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ — $ — $ — Accruals and adjustments 31,595 2,232 33,827 Cash payments (16,156 ) (456 ) (16,612 ) Foreign exchange (5,394 ) (407 ) (5,801 ) Balance payable as at June 30, 2017 $ 10,045 $ 1,369 $ 11,414 Accruals and adjustments 3,432 3,775 7,207 Cash payments (12,342 ) (1,627 ) (13,969 ) Foreign exchange and other non-cash adjustments 455 (86 ) 369 Balance payable as at June 30, 2018 $ 1,590 $ 3,431 $ 5,021 Acquisition-related costs Included within "Special charges (recoveries)" for the year ended June 30, 2018 are costs incurred directly in relation to acquisitions in the amount of $4.8 million ( year ended June 30, 2017 and 2016 — $15.9 million and $7.7 million , respectively). Other charges (recoveries) ERP Implementation Costs During Fiscal 2018, we implemented a broad enterprise resource planning (ERP) system. For the year ended June 30, 2018 , we recorded charges of $3.5 million relating to the implementation of this project ( year ended June 30, 2017 and 2016 — $11.0 million and $8.5 million , respectively). Other charges (recoveries) For the year ended June 30, 2018 , "Other charges" include $2.9 million relating to system implementation costs and $4.9 million relating to other miscellaneous charges. These charges were partially offset by (i) $2.3 million relating to certain pre-acquisition sales and use tax liabilities that were recovered outside of the acquisition's one year measurement period and (ii) $2.2 million relating to certain pre-acquisition sales and use tax liabilities becoming statute barred. For the year ended June 30, 2017, "Other charges" primarily include (i) a net charge of $6.5 million relating to commitment fees, (ii) $1.4 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and (iii) $0.8 million relating to assets disposed in connection with a restructured facility. These charges were partially offset by (i) a recovery of $4.5 million relating to certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred and (ii) $1.3 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 year ended June 30, 2016, "Other charges" primarily include (i) a charge of $4.8 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and costs incurred to reorganize certain legal entities including consolidation of intellectual property, (ii) $1.1 million relating to assets disposed in connection with a restructured facility and (iii) $0.3 million of other miscellaneous charges. These charges were offset by (i) a recovery of $5.7 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement or becoming statute barred, and (ii) a recovery of $0.5 million relating to interest and pre-acquisition liabilities being released on becoming statute barred. |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Fiscal 2018 Acquisitions Acquisition of Hightail, Inc. On February 14, 2018, we acquired all of the equity interest in Hightail, a leading cloud service provider for file sharing and creative collaboration, for approximately $20.5 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Enterprise Information Management (EIM) portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning February 14, 2018. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of February 14, 2018, are set forth below: Current assets $ 1,290 Non-current tangible assets 1,270 Intangible customer assets 12,900 Intangible technology assets 4,200 Liabilities assumed (6,418 ) Total identifiable net assets 13,242 Goodwill 7,293 Net assets acquired $ 20,535 The goodwill of $7.3 million is primarily attributable to the synergies expected to arise after the acquisition. No portion of this goodwill is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $5.2 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by $2.0 million . The fair value of current assets acquired includes accounts receivable with a fair value of $0.7 million . The gross amount receivable was $0.8 million of which $0.1 million of this receivable is expected to be uncollectible. Acquisition-related costs for Hightail included in "Special charges (recoveries)" in the Consolidated Financial Statements for the year ended June 30, 2018 was $0.5 million . The acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2018 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. 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, 2018. Acquisition of Guidance Software, Inc. On September 14, 2017, we acquired all of the equity interest in Guidance, a leading provider of forensic security solutions, for approximately $240.5 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our EIM portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning September 14, 2017. The following tables summarize the preliminary consideration paid for Guidance and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: Cash consideration* $ 237,291 Guidance shares already owned by OpenText through open market purchases (at fair value) 3,247 Preliminary purchase consideration $ 240,538 * Inclusive of $2.3 million accrued for but unpaid as of June 30, 2018 . See "Appraisal Proceedings" below for more information. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of September 14, 2017, are set forth below: Current assets (inclusive of cash acquired of $5.7 million) $ 24,744 Non-current tangible assets 11,583 Intangible customer assets 71,230 Intangible technology assets 51,851 Liabilities assumed (48,670 ) Total identifiable net assets 110,738 Goodwill 129,800 Net assets acquired $ 240,538 The goodwill of $129.8 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $1.9 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $26.6 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by $7.6 million . The fair value of current assets acquired includes accounts receivable with a fair value of $10.3 million . The gross amount receivable was $11.8 million of which $1.5 million of this receivable is expected to be uncollectible. An amount of $0.8 million , representing the mark to market gain on the shares we held in Guidance prior to the acquisition, was recorded to "Other income" in our Consolidated Statements of Income for the year ended June 30, 2018 . Acquisition-related costs for Guidance included in "Special charges (recoveries)" in the Consolidated Financial Statements for the year ended June 30, 2018 were $2.6 million . The acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2018 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. 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 before September 30, 2018. Appraisal Proceedings Under Section 262 of the Delaware General Corporation Law, shareholders who did not tender their shares in connection with our tender offer were entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares. On August 31, 2017 we received notice from the record holder of approximately 1,519,569 shares or 5% of the issued and outstanding Guidance shares as of the date of acquisition, demanding an appraisal of the fair value of Guidance shares as they believed the price we paid for Guidance shares was less than its fair value. We accrued $10.8 million in connection with these claims, which is equivalent to paying $7.10 per Guidance share, the amount these Guidance shareholders otherwise would have received had they tendered their shares in our offer. During the second quarter of Fiscal 2018, we paid $8.5 million to the trust account of dissenting shareholders’ attorney, leaving $2.3 million accrued and unpaid for this matter. The amount accrued has been included within "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets , with no impact to our Consolidated Statements of Income provided the courts rule within the open measurement period of 12 months from acquisition date. Acquisition of Covisint Corporation On July 26, 2017, we acquired all of the equity interest in Covisint, a leading cloud platform for building Identity, Automotive, and Internet of Things applications, for approximately $102.8 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. 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 July 26, 2017. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 26, 2017, are set forth below: Current assets (inclusive of cash acquired of $31.5 million) $ 41,586 Non-current tangible assets 3,426 Intangible customer assets 36,600 Intangible technology assets 17,300 Liabilities assumed (23,033 ) Total identifiable net assets 75,879 Goodwill 26,905 Net assets acquired $ 102,784 The goodwill of $26.9 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $26.8 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $12.2 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by $4.6 million . The fair value of current assets acquired includes accounts receivable with a fair value of $7.8 million . The gross amount receivable was $7.9 million of which $0.1 million of this receivable was expected to be uncollectible. Acquisition-related costs for Covisint included in "Special charges (recoveries)" in the Consolidated Financial Statements for the year ended June 30, 2018 were $0.9 million . The acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2018 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 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, this acquisition was accounted for as a business combination. 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 were consolidated with those of OpenText beginning January 23, 2017. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of January 23, 2017, are set forth below: Current assets $ 11,339 Non-current tangible assets 103,672 Intangible customer assets 407,000 Intangible technology assets 459,000 Liabilities assumed (182,301 ) Total identifiable net assets 798,710 Goodwill 823,684 Net assets acquired $ 1,622,394 The goodwill of $823.7 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $378.5 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 163.8 million , which represents our estimate of the fair value of the contractual obligations assumed. In arriving at this fair value, we reduced the acquired company’s original carrying value by $52.0 million . Further, included within total identifiable net assets are also certain contract assets which represent revenue earned by the ECD Business 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 are responsible for billing and collecting cash on these projects at the appropriate time, yet we do not and will not recognize revenue for these billings. The fair value assigned to these contract assets as of January 23, 2017 was $8.4 million . 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 . 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 were consolidated with those of OpenText beginning July 31, 2016. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their 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 $105.1 million is expected to be deductible for tax purposes. 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, were consolidated with those of OpenText beginning July 20, 2016. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their 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 Long-term deferred tax liabilities (1,780 ) Other liabilities assumed (27,497 ) Total identifiable net assets 78,702 Goodwill 91,405 Net assets acquired $ 170,107 The goodwill of $91.4 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. 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 were 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 was released and paid during the quarter 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 were 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 $31.8 million is expected to be deductible for tax purposes. Acquisition of Daegis Inc. On November 23, 2015, we acquired all of the equity interest in Daegis Inc. (Daegis), a global information governance, data migration solutions and development company, based in Texas, United States. Total consideration for Daegis was $23.3 million ( $22.1 million - net of cash acquired). In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition enables OpenText to strengthen our current information governance capabilities. We recognized $8.0 million of goodwill associated with this acquisition, which is primarily attributable to the synergies that are expected to arise after the acquisition. This goodwill is expected to be deductible for tax purposes. Acquisition-related costs for Daegis included in "Special charges (recoveries)" in the Consolidated Statements of Income for the year ended June 30, 2016 was $1.1 million . The results of operations of Daegis were consolidated with those of OpenText beginning November 23, 2015. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION ASC Topic 280, “Segment Reporting” (Topic 280), establishes standards for reporting, by public business enterprises, information about operating segments, products and services, geographic areas, and major customers. The method of determining what information, under Topic 280, to report is based on the way that an entity organizes operating segments for making operational decisions and how the entity’s management and chief operating decision maker (CODM) assess an entity’s financial performance. Our operations are analyzed by management and our CODM as being part of a single industry segment: the design, development, marketing and sales of Enterprise Information Management software and solutions. The following table sets forth the distribution of revenues, by significant geographic area, for the periods indicated: Year Ended June 30, 2018 2017 2016 Revenues: Canada $ 149,812 $ 227,115 $ 107,217 United States 1,425,244 1,090,049 915,615 United Kingdom 201,821 159,817 185,631 Germany 198,253 166,611 155,201 Rest of Europe 517,693 394,132 270,114 All other countries 322,418 253,333 190,450 Total revenues $ 2,815,241 $ 2,291,057 $ 1,824,228 The following table sets forth the distribution of long-lived assets, representing property and equipment and intangible assets, by significant geographic area, as of the periods indicated below. As of June 30, As of June 30, Long-lived assets: Canada $ 1,027,858 $ 1,283,589 United States 441,940 339,246 United Kingdom 13,253 11,583 Germany 8,282 6,694 Rest of Europe 17,104 21,360 All other countries 52,405 37,488 Total $ 1,560,842 $ 1,699,960 |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURES | SUPPLEMENTAL CASH FLOW DISCLOSURES Year Ended June 30, 2018 2017 2016 Cash paid during the period for interest $ 132,799 $ 115,117 $ 72,058 Cash received during the period for interest $ 1,672 $ 3,115 $ 3,659 Cash paid during the period for income taxes $ 73,437 $ 83,086 $ 40,431 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share are computed by dividing net income, attributable to OpenText, by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share are computed by dividing net income, attributable to OpenText, by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method. Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive. Year Ended June 30, 2018 2017 2016 Basic earnings per share Net income attributable to OpenText $ 242,224 $ 1,025,659 (1) $ 284,477 Basic earnings per share attributable to OpenText $ 0.91 $ 4.04 $ 1.17 Diluted earnings per share Net income attributable to OpenText $ 242,224 $ 1,025,659 (1) $ 284,477 Diluted earnings per share attributable to OpenText $ 0.91 $ 4.01 $ 1.17 Weighted-average number of shares outstanding Basic 266,085 253,879 242,926 Effect of dilutive securities 1,407 1,926 1,150 Diluted 267,492 255,805 244,076 Excluded as anti-dilutive (2) 2,770 1,371 5,458 (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 | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of the Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee. The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction. In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the Company of the proposed transaction; if applicable, the effects on a director’s independence; and if applicable, the availability of other sources of comparable services or products. During the year ended June 30, 2018 , Mr. Stephen Sadler, a director, earned $0.8 million ( June 30, 2017 and June 30, 2016 — $0.8 million , respectively) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Cash Dividends As part of our quarterly, non-cumulative cash dividend program, we declared, on August 1, 2018 , a dividend of $0.1518 per Common Share. The record date for this dividend is August 31, 2018 and the payment date is September 21, 2018 . Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board. Restructuring Plan On August 1, 2018, we committed to, and our Board approved, a restructuring plan that will impact our global workforce and consolidate certain real estate facilities in an effort to further streamline our operations. The total size of the plan is expected to be approximately $29 million and is proposed to be undertaken primarily during the remainder of the year ending June 30, 2019. We expect to incur charges related to this plan in the following amounts: • Workforce reductions: approximately $15 million ; and • Facility consolidations: approximately $14 million . |
Accounting Policies and Recen32
Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [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 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) testing of goodwill for impairment, (iii) the valuation of acquired intangible assets, (iv) the valuation of long-lived assets, (v) the recognition of contingencies, (vi) restructuring accruals, (vii) acquisition accruals and pre-acquisition contingencies, (viii) the realization of investment tax credits, (ix) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, (x) the valuation of pension assets and obligations, and (xi) accounting for income taxes. Beginning in the second quarter of Fiscal 2018, our income tax estimates were impacted by legislation informally known as the Tax Cuts and Jobs Act, which was enacted in the United States on December 22, 2017. The Company has recorded a provisional charge and continues to assess the effect of the new law on its consolidated financial statements in accordance with Staff Accounting Bulletin 118 “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118). |
Cash and cash equivalents | Cash and cash equivalents include balances with banks as well as deposits that have terms to maturity of three months or less. Cash equivalents are recorded at cost and typically consist of term deposits, commercial paper, certificates of deposit and short-term interest bearing investment-grade securities of major banks in the countries in which we operate. |
Short-Term Investments | In accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC) Topic 320 "Investments - Debt and Equity Securities" (Topic 320) related to accounting for certain investments in debt and equity securities, and based on our intentions regarding these instruments, we classify our marketable securities as available for sale and account for these investments at fair value. Marketable securities consist primarily of high quality debt securities with original maturities over 90 days, and may include corporate notes, United States government agency notes and municipal notes. |
Allowance for doubtful accounts | We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments. We evaluate the creditworthiness of our customers prior to order fulfillment and based on these evaluations, we adjust our credit limit to the respective customer. In addition to these evaluations, we conduct on-going credit evaluations of our customers' payment history and current creditworthiness. The allowance is maintained for 100% of all accounts deemed to be uncollectible and, for those receivables not specifically identified as uncollectible, an allowance is maintained for a specific percentage of those receivables based upon the aging of accounts, our historical collection experience and current economic expectations. To date, the actual losses have been within our expectations. |
Property and equipment | Property and equipment are stated at the lower of cost or net realizable value, and shown net of depreciation which is computed on a straight-line basis over the estimated useful lives of the related assets. Gains and losses on asset disposals are taken into income in the year of disposition. Fully depreciated property and equipment are retired from the consolidated balance sheet when they are no longer in use. We did no t recognize any significant property and equipment impairment charges in Fiscal 2018, Fiscal 2017, or Fiscal 2016. The following represents the estimated useful lives of property and equipment: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 years Computer software 3 to 7 years Capitalized software 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years |
Capitalized Software | We capitalize software development costs in accordance with ASC Topic 350-40 "Accounting for the Costs of Computer Software Developed or Obtained for Internal-Use". We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post implementation and operation stage. If different determinations are made with respect to the state of development of a software project, then the amount capitalized and the amount charged to expense for that project could differ materially. Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. We also capitalize the direct costs of materials and services, which generally includes outside contractors, and interest. We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to training or data conversion costs. Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized. If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred. If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially. We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use. The capitalized software development costs are generally amortized using the straight-line method over a 3 to 5 year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. If different determinations are made with respect to the estimated useful life of the software, the amount of amortization charged in a particular period could differ materially. |
Acquired intangibles | Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired on acquisitions. We amortize acquired technology over its estimated useful life on a straight-line basis. Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable; that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged. These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows. We amortize customer relationships on a straight-line basis over their estimated useful lives. We continually evaluate the remaining estimated useful life of our intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Impairment of long-lived assets | We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360). We test long-lived assets or asset groups, such as property and equipment and definite lived intangible assets, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. |
Business combinations | We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities, including contingent consideration where applicable, assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement, particularly since these assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired companies. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill in the period identified. Furthermore, when valuing certain intangible assets that we have acquired, critical estimates may be made relating to, but not limited to: (i) future expected cash flows from software license sales, cloud SaaS, DaaS and PaaS contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company's technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company's product portfolio, and (iii) discount rates. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income. For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts. If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations. Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in the "Provision for (recovery of) income taxes" line of our Consolidated Statements of Income. |
Goodwill | Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment: the design, development, marketing and sales of Enterprise Information Management (EIM) software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We perform a qualitative assessment to test our reporting unit's goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e. a likelihood of more than 50 percent) to be less than its carrying amount, the second step of the impairment test is performed. In the second step of the impairment test, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. |
Derivative financial instruments | We use derivative financial instruments to manage foreign currency rate risk. We account for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date. Topic 815 also requires that changes in our derivative financial instruments' fair values be recognized in earnings; unless specific hedge accounting and documentation criteria are met (i.e. the instruments are accounted for as hedges). We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in "Accumulated other comprehensive income", net of tax, in our accompanying Consolidated Balance Sheets. Any ineffective or excluded portion of a designated cash flow hedge, if applicable, was recognized in our Consolidated Statements of Income. |
Asset retirement obligations | We account for asset retirement obligations in accordance with ASC Topic 410, “Asset Retirement and Environmental Obligations” (Topic 410), which applies to certain obligations associated with “leasehold improvements” within our leased office facilities. Topic 410 requires that a liability be initially recognized for the estimated fair value of the obligation when it is incurred. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and depreciated over the remaining life of the underlying asset and the associated liability is accreted to the estimated fair value of the obligation at the settlement date through periodic accretion charges recorded within general and administrative expenses. When the obligation is settled, any difference between the final cost and the recorded amount is recognized as income or loss on settlement in our Consolidated Statements of Income. |
Revenue Recognition | License revenues We recognize revenues in accordance with ASC Topic 985-605, “Software Revenue Recognition” (Topic 985-605). We record product revenues from software licenses and products when persuasive evidence of an arrangement exists, the software product has been shipped, there are no significant uncertainties surrounding product acceptance by the customer, the fees are fixed and determinable, and collection is considered probable. We use the residual method to recognize revenues on delivered elements when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If an undelivered element for the arrangement exists under the license arrangement, revenues related to the undelivered element is deferred based on vendor-specific objective evidence (VSOE) of the fair value of the undelivered element. Our multiple-element sales arrangements include arrangements where software licenses and the associated post contract customer support (PCS) are sold together. We have established VSOE of the fair value of the undelivered PCS element based on the contracted price for renewal PCS included in the original multiple element sales arrangement, as substantiated by contractual terms and our significant PCS renewal experience, from our existing worldwide base. Our multiple element sales arrangements generally include irrevocable rights for the customer to renew PCS after the bundled term ends. The customer is not subject to any economic or other penalty for failure to renew. Further, the renewal PCS options are for services comparable to the bundled PCS and cover similar terms. It is our experience that customers generally exercise their renewal PCS option. In the renewal transaction, PCS is sold on a stand-alone basis to the licensees one year or more after the original multiple element sales arrangement. The exercised renewal PCS price is consistent with the renewal price in the original multiple element sales arrangement, although an adjustment to reflect consumer price changes is common. If VSOE of fair value does not exist for all undelivered elements, all revenues are deferred until sufficient evidence exists or revenue is recognized over the term of the last undelivered element. We assess whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. Our sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. Exceptions are only made to these standard terms for certain sales in parts of the world where local practice differs. In these jurisdictions, our customary payment terms are in line with local practice. Cloud services and subscriptions revenues Cloud services and subscription revenues consist of (i) SaaS offerings (ii) managed service arrangements and (iii) subscription revenues relating to on premise offerings. The customer contracts for each of these three offerings are long term contracts (greater than twelve months) and are based on the customer’s usage over the contract period. The revenue associated with such contracts is recognized once usage has been measured, the fee is fixed and determinable and collection is probable. In certain managed services arrangements, we sell transaction processing along with implementation and start-up services. Start-up services performed as part of the core implementation may include: infrastructure assessment and capacity planning, provisioning of infrastructure, customer connectivity and other initial setup activities. These sets of services do not have stand-alone value and, therefore, they do not qualify as separate units of accounting and are not separated. We believe these services do not have stand-alone value as the customer only receives value from these services in conjunction with the use of the related transaction processing service, we do not sell such services separately, and the output of such services cannot be re-sold by the customer. Revenues related to start-up services are recognized over the longer of the contract term or the estimated customer life. In some arrangements, we also sell distinct implementation and professional services that do have stand-alone value and can be separated from other elements in the arrangement. To the extent that they can be separately identified, the revenue related to these services is recognized as the service is performed, otherwise they are recognized in the same pattern as discussed above. In some arrangements, we also sell professional services as a separate single element arrangement. The revenue related to these services is recognized as the service is performed. We defer all direct and relevant costs associated with non-distinct start-up and core implementation activities of long-term customer contracts to the extent such costs can be recovered through guaranteed contract revenues. All other costs related to distinct implementation and professional services arrangements are recognized as the services is performed and expensed as incurred. Service revenues Service revenues consist of revenues from consulting, implementation, training and integration services. These services are set forth separately in the contractual arrangements such that the total price of the customer arrangement is expected to vary as a result of the inclusion or exclusion of these services. For those contracts where the services are not essential to the functionality of any other element of the transaction, we determine VSOE of fair value for these services based upon normal pricing and discounting practices for these services when sold separately. These consulting and implementation services contracts are primarily time and materials based contracts that are, on average, less than six months in length. Revenues from these services are recognized at the time such services are performed. We also enter into contracts that are primarily fixed fee arrangements wherein the services are not essential to the functionality of a software element. In such cases, the proportional performance method is applied to recognize revenues. Revenues from training and integration services are recognized in the period in which these services are performed. Customer support revenues Customer support revenues consist of revenues derived from contracts to provide PCS to license holders. These revenues are recognized ratably over the term of the contract. Advance billings of PCS are not recorded to the extent that the term of the PCS has not commenced and payment has not been received. Deferred revenues Deferred revenues primarily relate to cloud and customer support agreements which have been paid for by customers prior to the performance of those services. Generally, the services related to customer support agreements will be provided in the twelve months after the signing of the agreement. For cloud-related service agreements, deferred revenues are primarily recognized ratably over the performance or service period, which can vary from contract to contract. Deferred implementation revenue, specifically, is recognized over the longer of the estimated customer life or initial contract term, whichever is longer. Long-term sales contracts We may enter into certain long-term sales contracts involving the sale of integrated solutions that include the modification and customization of software and the provision of services that are essential to the functionality of the other elements in this arrangement. As prescribed by ASC Topic 985-605, we recognize revenues from such arrangements in accordance with the contract accounting guidelines in ASC Topic 605-35, “Construction-Type and Production-Type Contracts” (Topic 605-35), after evaluating for separation of any non-Topic 605-35 elements in accordance with the provisions of ASC Topic 605-25, “Multiple-Element Arrangements” (Topic 605-25). When circumstances exist that allow us to make reasonably dependable estimates of contract revenues, contract costs and the progress of the contract to completion, we account for sales under such long-term contracts using the percentage-of-completion (POC) method of accounting. Under the POC method, progress towards completion of the contract is measured based upon either input measures or output measures. We measure progress towards completion based upon an input measure and calculate this as the proportion of the actual hours incurred compared to the total estimated hours. For training and integration services rendered under such contracts, revenues are recognized as the services are rendered. We will review, on a quarterly basis, the total estimated remaining costs to completion for each of these contracts and apply the impact of any changes on the POC prospectively. If at any time we anticipate that the estimated remaining costs to completion will exceed the value of the contract, the resulting loss will be recognized immediately. When circumstances exist that prevent us from making reasonably dependable estimates of contract revenues, we account for sales under such long-term contracts using the completed contract method. Sales to resellers and channel partners We execute certain sales contracts through resellers and distributors (collectively, resellers) and also large, well-capitalized partners such as SAP SE and Accenture Inc. (collectively, channel partners). We recognize revenues relating to sales through resellers and channel partners when all the recognition criteria have been met, in other words, persuasive evidence of an arrangement exists, delivery has occurred in the reporting period, the fee is fixed and determinable, and collectability is probable. In addition, we assess the creditworthiness of each reseller and if the reseller is newly formed, undercapitalized or in financial difficulty any revenues expected to emanate from such resellers are deferred and recognized only when cash is received and all other revenue recognition criteria are met. Rights of return and other incentives We do not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, do not provide for or make estimates of rights of return and similar incentives. |
Research and development costs | Research and development costs internally incurred in creating computer software to be sold, licensed or otherwise marketed are expensed as incurred unless they meet the criteria for deferral and amortization, as described in ASC Topic 985-20, “Costs of Software to be Sold, Leased, or Marketed” (Topic 985-20). In accordance with Topic 985-20, costs related to research, design and development of products are charged to expense as incurred and capitalized between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers. In our historical experience, the dates relating to the achievement of technological feasibility and general release of the product have substantially coincided. In addition, no significant costs are incurred subsequent to the establishment of technological feasibility. As a result, we do not capitalize any research and development costs relating to internally developed software to be sold, licensed or otherwise marketed. |
Income taxes | We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. We account for our uncertain tax provisions by using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. On subsequent recognition and measurement the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company's best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. We recognize both accrued interest and penalties related to liabilities for income taxes within the "Provision for (recovery of) income taxes" line of our Consolidated Statements of Income |
Fair value of financial instruments | Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximate their fair value due to the relatively short period of time between origination of the instruments and their expected realization. The fair value of our total long-term debt approximates its carrying value since the interest rate is at market. We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures”, to our derivative financial instruments that we are required to carry at fair value pursuant to other accounting standards |
Foreign currency | Our Consolidated Financial Statements are presented in U.S. dollars. In general, the functional currency of our subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S dollars at the exchange rates in effect at the balance sheet dates and revenues and expenses are translated at the average exchange rates prevailing during the previous month of the transaction. The effect of foreign currency translation adjustments not affecting net income are included in Shareholders' equity under the “Cumulative translation adjustment” account as a component of “Accumulated other comprehensive income”. |
Restructuring charges | We record restructuring charges relating to contractual lease obligations and other exit costs in accordance with ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420). Topic 420 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. In order to incur a liability pursuant to Topic 420, our management must have established and approved a plan of restructuring in sufficient detail. A liability for a cost associated with involuntary termination benefits is recorded when benefits have been communicated and a liability for a cost to terminate an operating lease or other contract is incurred, when the contract has been terminated in accordance with the contract terms or we have ceased using the right conveyed by the contract, such as vacating a leased facility. The recognition of restructuring charges requires us to make certain judgments regarding the nature, timing and amount associated with the planned restructuring activities, including estimating sub-lease income and the net recoverable amount of equipment to be disposed of. At the end of each reporting period, we evaluate the appropriateness of the remaining accrued balances |
Loss Contingencies | We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 "Loss Contingencies" (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. 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 filing on Form 10-K for the year ended June 30, 2018, we do not believe that the outcomes of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized |
Net income per share | Basic net income per share is computed using the weighted average number of Common Shares outstanding including contingently issuable shares where the contingency has been resolved. Diluted net income per share is computed using the weighted average number of Common Shares and stock equivalents outstanding using the treasury stock method during the year |
Share-based payment | We measure share-based compensation costs, in accordance with ASC Topic 718, “Compensation - Stock Compensation” (Topic 718) on the grant date, based on the calculated fair value of the award. We have elected to treat awards with graded vesting as a single award when estimating fair value. Compensation cost is recognized on a straight-line basis over the employee requisite service period, which in our circumstances is the stated vesting period of the award, provided that total compensation cost recognized at least equals the pro-rata value of the award that has vested. Compensation cost is initially based on the estimated number of options for which the requisite service is expected to be rendered. This estimate is adjusted in the period once actual forfeitures are known |
Accounting for Pensions, post-retirement and post-employment benefits | Pension expense is accounted for in accordance with ASC Topic 715, “Compensation-Retirement Benefits” (Topic 715). Pension expense consists of: actuarially computed costs of pension benefits in respect of the current year of service, imputed returns on plan assets (for funded plans) and imputed interest on pension obligations. The expected costs of post retirement benefits, other than pensions, are accrued in the Consolidated Financial Statements based upon actuarial methods and assumptions. The over-funded or under-funded status of defined benefit pension and other post retirement plans are recognized as an asset or a liability (with the offset to “Accumulated other comprehensive income”, net of tax, within “Shareholders' equity”), respectively, on the Consolidated Balance Sheets |
Recent Accounting Pronouncements and ASUs adopted in Fiscal 2018 | Income Taxes In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory" (ASU 2016-16). ASU 2016-16 primarily changes the timing of when certain intercompany transactions are recognized within the provision for income taxes among other things. ASU 2016-16 is effective for us during the first quarter of our fiscal year ending June 30, 2019, on a modified retrospective basis. We currently anticipate that the adoption of ASU 2016-16 will result in a decrease to total assets on our Consolidated Balance Sheets of approximately $30 million and a decrease in total liabilities of approximately $3 million with a corresponding total net decrease to opening retained earnings of approximately $27 million . Leases In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” (ASU 2016-02), which supersedes the guidance in former ASC Topic 840 “Leases”. The most significant change will result in the recognition of lease assets for the right to use the underlying asset and lease liabilities for the obligation to make lease payments by lessees, for those leases classified as operating leases under current guidance. The new guidance will also require significant additional disclosures about the amount, timing and uncertainty of cash flows 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 Consolidated Balance Sheets. Although the sub-committee has not completed their assessment, we expect the majority of the impact to come from our facility leases, and 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 Sheets, relative to such amounts prior to adoption. The sub-committee continues to evaluate the impact of the new standard on our Consolidated Financial Statements. Revenue Recognition In May 2014, the FASB issued ASC Topic 606 "Revenue from Contracts with Customers" (Topic 606). Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, "Revenue Recognition" (Topic 605) and nearly all other existing revenue recognition guidance under U.S. GAAP. The core principle 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 and permits the use of the retrospective or cumulative effect transition method. Topic 606 identifies five steps to be followed to achieve its core principle, 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. We will be adopting Topic 606 using the cumulative effect approach when this guidance becomes effective for us, starting in the first quarter of our fiscal year ending June 30, 2019. We believe the key differences between Topic 606 and Topic 605 relate to our accounting for implementation services on cloud arrangements, accounting for on premise subscription offerings and costs to obtain a contract. Implementation Services on Cloud Arrangements Under Topic 605, fees charged for professional services to implement hosted software within a cloud arrangement are deferred and recognized ratably over the longer of the non-cancellable contract term or the estimated customer life because the activities are not deemed to be a separate element for which stand-alone value exists. Under Topic 606, we expect such implementation services revenues to be more variable from period to period, as we will recognize revenues allocated to the distinct implementation services on the basis of relative stand alone selling price, as services are provided to the customer. Costs relating to distinct implementation services will be expensed as they are incurred. Any implementation service revenue and costs that do not meet the criteria of being distinct will be deferred and amortized over the contract term. On Premise Subscription Arrangements Under Topic 605, revenue attributable to on premise subscription arrangements is recognized under “Cloud Services and Subscriptions revenue” and 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 of the arrangement, as it is not sold separately. Under Topic 606, the requirement to have VSOE for undelivered elements to enable the separation of the delivered software licenses from the on-going customer support and maintenance services is eliminated. Accordingly, we expect the adoption of Topic 606 will result in a change in our recording of on premise subscription revenues from “Cloud Services and Subscriptions revenues” to “License” and “Customer Support” revenues in our Consolidated Statements of Income. Further, we expect to accelerate the recognition of a portion of the transaction price at the outset of the arrangement (upon delivery) as “License revenue”, using the residual approach for estimating stand-alone selling price. Over the course of the service period, “Customer Support revenues” will be recognized based on the stand-alone selling price for those services. Costs to obtain a contract Topic 606 will require the Company to capitalize certain sales commissions which are currently expensed as incurred. The Company currently anticipates it will amortize these capitalized contract costs over an expected period of benefit that includes anticipated renewals. Transition We evaluated revenue contracts that will be in effect on the adoption date as if they had been accounted for under Topic 606 from contract inception. As a result, certain revenue that would have been recognized in future periods under Topic 605 will now be accounted for and disclosed under Topic 606 as though the revenue had already been recognized in prior periods, resulting in us having to make a cumulative effect adjustment to our retained earnings in the period of adoption. As a result, upon adoption of Topic 606 we expect retained earnings, net of tax, to increase by approximately $35 million and we expect to see the following corresponding impacts to the Consolidated Balance Sheet on July 1, 2018: • A decrease to deferred revenues of approximately $34 million ; • A decrease to other assets of approximately $23 million in connection with lower deferred implementation costs; • An increase to other assets of approximately $14 million in connection with an increase of capitalized sales commission costs; • An increase in accounts receivables of approximately $21 million in connection with increased contract assets representing future billings in excess of revenues; and • An increase in net deferred tax liabilities of approximately $11 million These expected impacts discussed above are the result of adopting the new standard and pertain solely to the adjustment to retained earnings as of July 1, 2018 on our Consolidated Balance Sheet, and are not indicative of the impact that the new ASU is expected to have on our Consolidated Statement of Operations in future periods. As part of the disclosure requirements in the year of adoption, under the modified retrospective method, we will disclose in detail the impact of the adoption of the new revenue standard on each of our financial statements. The application of this new guidance has no effect on the cash we expect to receive nor on the economics of the business, but rather affects the timing of revenue and expense recognition. ASUs adopted in Fiscal 2018 During Fiscal 2018 we adopted the following ASU, which did not have a material impact to our reported financial position, results of operations or cash flows: • ASU 2016-09 "Compensation-Stock Compensation (Topic 718)" |
Accounting Policies and Recen33
Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The following represents the estimated useful lives of property and equipment: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 years Computer software 3 to 7 years Capitalized software 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years As of June 30, 2018 Cost Accumulated Depreciation Net Furniture and fixtures $ 34,647 $ (21,488 ) $ 13,159 Office equipment 1,467 (687 ) 780 Computer hardware 207,381 (134,906 ) 72,475 Computer software 97,653 (59,485 ) 38,168 Capitalized software development costs 81,073 (41,556 ) 39,517 Leasehold improvements 118,200 (55,172 ) 63,028 Land and buildings 47,880 (10,802 ) 37,078 Total $ 588,301 $ (324,096 ) $ 264,205 As of June 30, 2017 Cost Accumulated Depreciation Net Furniture and fixtures $ 23,026 $ (14,879 ) $ 8,147 Office equipment 1,245 (597 ) 648 Computer hardware 164,268 (104,572 ) 59,696 Computer software 72,835 (33,862 ) 38,973 Capitalized software development costs 67,092 (28,430 ) 38,662 Leasehold improvements 81,564 (38,642 ) 42,922 Land and buildings 48,431 (10,061 ) 38,370 Total $ 458,461 $ (231,043 ) $ 227,418 |
Allowance for Doubtful Accoun34
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Changes in Carrying Amount of Allowance For Doubtful Accounts | Balance as of June 30, 2015 $ 5,987 Bad debt expense 5,908 Write-off /adjustments (5,155 ) Balance as of June 30, 2016 6,740 Bad debt expense 5,929 Write-off /adjustments (6,350 ) Balance as of June 30, 2017 6,319 Bad debt expense 9,942 Write-off /adjustments (6,520 ) Balance as of June 30, 2018 $ 9,741 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment by Type | The following represents the estimated useful lives of property and equipment: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 years Computer software 3 to 7 years Capitalized software 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years As of June 30, 2018 Cost Accumulated Depreciation Net Furniture and fixtures $ 34,647 $ (21,488 ) $ 13,159 Office equipment 1,467 (687 ) 780 Computer hardware 207,381 (134,906 ) 72,475 Computer software 97,653 (59,485 ) 38,168 Capitalized software development costs 81,073 (41,556 ) 39,517 Leasehold improvements 118,200 (55,172 ) 63,028 Land and buildings 47,880 (10,802 ) 37,078 Total $ 588,301 $ (324,096 ) $ 264,205 As of June 30, 2017 Cost Accumulated Depreciation Net Furniture and fixtures $ 23,026 $ (14,879 ) $ 8,147 Office equipment 1,245 (597 ) 648 Computer hardware 164,268 (104,572 ) 59,696 Computer software 72,835 (33,862 ) 38,973 Capitalized software development costs 67,092 (28,430 ) 38,662 Leasehold improvements 81,564 (38,642 ) 42,922 Land and buildings 48,431 (10,061 ) 38,370 Total $ 458,461 $ (231,043 ) $ 227,418 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
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, Inc. (note 18) 91,405 Acquisition of CCM Business (note 18) 173,198 Acquisition of ECD Business (note 18) 825,142 Adjustments relating to acquisitions prior to Fiscal 2017 that had open measurement periods (note 18) (3,334 ) Adjustments on account of foreign exchange 4,752 Balance as of June 30, 2017 3,416,749 Acquisition of Hightail (note 18) 7,293 Acquisition of Guidance (note 18) 129,800 Acquisition of Covisint (note 18) 26,905 Adjustments relating to acquisitions prior to Fiscal 2018 that had open measurement periods (note 18) (1,458 ) Adjustments on account of foreign exchange 840 Balance as of June 30, 2018 3,580,129 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Calculation of Acquired Intangibles by Asset Class | As of June 30, 2018 Cost Accumulated Amortization Net Technology assets $ 985,226 $ (439,774 ) $ 545,452 Customer assets 1,348,510 (597,325 ) 751,185 Total $ 2,333,736 $ (1,037,099 ) $ 1,296,637 As of June 30, 2017 Cost Accumulated Amortization Net Technology assets $ 930,841 $ (272,872 ) $ 657,969 Customer assets 1,230,806 (416,233 ) 814,573 Total $ 2,161,647 $ (689,105 ) $ 1,472,542 |
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, 2019 $ 352,401 2020 280,888 2021 190,763 2022 177,208 2023 115,015 2024 and beyond 180,362 Total $ 1,296,637 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Components of Other Assets | As of June 30, 2018 As of June 30, 2017 Deposits and restricted cash $ 9,479 $ 15,821 Deferred implementation costs 26,767 28,833 Investments 49,635 27,886 Marketable securities — 3,023 Long-term prepaid expenses and other long-term assets 25,386 18,200 Total $ 111,267 $ 93,763 |
Accounts Payable and Accrued 39
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Current Liabilities | Accounts payable and accrued liabilities are comprised of the following: As of June 30, 2018 As of June 30, 2017 Accounts payable—trade $ 41,722 $ 43,699 Accrued salaries and commissions 118,024 121,958 Accrued liabilities 108,903 135,512 Accrued interest on Senior Notes 24,786 24,787 Amounts payable in respect of restructuring and other Special charges 5,622 13,728 Asset retirement obligations 3,097 2,436 Total $ 302,154 $ 342,120 |
Schedule of Long-Term Accrued Liabilities | As of June 30, 2018 As of June 30, 2017 Amounts payable in respect of restructuring and other Special charges $ 4,362 $ 2,686 Other accrued liabilities* 35,874 36,702 Asset retirement obligations 12,591 10,950 Total $ 52,827 $ 50,338 * 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) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt is comprised of the following: As of June 30, 2018 As of June 30, 2017 Total debt Senior Notes 2026 $ 850,000 $ 850,000 Senior Notes 2023 800,000 800,000 Term Loan B 997,500 772,120 Revolver — 175,000 Total principal payments due 2,647,500 2,597,120 Premium on Senior Notes 2026 6,018 6,597 Debt issuance costs (32,995 ) (33,900 ) Total amount outstanding 2,620,523 2,569,817 Less: Current portion of long-term debt Term Loan B 10,000 7,760 Revolver — 175,000 Total current portion of long-term debt 10,000 182,760 Non-current portion of long-term debt $ 2,610,523 $ 2,387,057 |
Pension Plans and Other Post 41
Pension Plans and Other Post Retirement Benefits (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plan and Long-Term Employee Benefit Obligations | The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT), GXS GmbH ( GXS GER ), GXS Philippines, Inc. ( GXS PHP ) and other plans as of June 30, 2018 and June 30, 2017 : As of June 30, 2018 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 32,651 $ 655 $ 31,996 GXS GER defined benefit plan 25,382 1,027 24,355 GXS PHP defined benefit plan 3,853 138 3,715 Other plans 6,095 442 5,653 Total $ 67,981 $ 2,262 $ 65,719 As of June 30, 2017 Total benefit obligation Current portion of benefit obligation* Non-current portion of benefit obligation CDT defined benefit plan $ 28,881 $ 583 $ 28,298 GXS GER defined benefit plan 23,730 926 22,804 GXS PHP defined benefit plan 4,495 81 4,414 Other plans 3,256 145 3,111 Total $ 60,362 $ 1,735 $ 58,627 * The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets (see note 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 June 30, 2018 As of June 30, 2017 CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Benefit obligation—beginning of period $ 28,881 $ 23,730 $ 4,495 $ 57,106 $ 29,450 $ 24,729 $ 7,341 $ 61,520 Service cost 501 472 832 1,805 467 395 1,051 1,913 Interest cost 607 489 241 1,337 456 377 226 1,059 Benefits paid (580 ) (974 ) (141 ) (1,695 ) (469 ) (807 ) (53 ) (1,329 ) Actuarial (gain) loss 2,442 997 (1,313 ) 2,126 (1,708 ) (1,548 ) (3,728 ) (6,984 ) Foreign exchange (gain) loss 800 668 (261 ) 1,207 685 584 (342 ) 927 Benefit obligation—end of period 32,651 25,382 3,853 61,886 28,881 23,730 4,495 57,106 Less: Current portion (655 ) (1,027 ) (138 ) (1,820 ) (583 ) (926 ) (81 ) (1,590 ) Non-current portion of benefit obligation $ 31,996 $ 24,355 $ 3,715 $ 60,066 $ 28,298 $ 22,804 $ 4,414 $ 55,516 |
Components of Net Pension Expense for Pension Plan | The following are details of net pension expense relating to the following pension plans: Year Ended June 30, 2018 2017 2016 Pension expense: CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total Service cost $ 501 $ 472 $ 832 $ 1,805 $ 467 $ 395 $ 1,051 $ 1,913 $ 422 $ 359 $ 1,628 $ 2,409 Interest cost 607 489 241 1,337 456 377 226 1,059 610 543 314 1,467 Amortization of actuarial (gains) and losses 541 72 (241 ) 372 627 168 (48 ) 747 425 23 — 448 Net pension expense $ 1,649 $ 1,033 $ 832 $ 3,514 $ 1,550 $ 940 $ 1,229 $ 3,719 $ 1,457 $ 925 $ 1,942 $ 4,324 |
Schedule of Weighted-Average Key Assumptions Used for CDT Pension Plan | In determining the fair value of the pension plan benefit obligations as of June 30, 2018 and June 30, 2017 , respectively, we used the following weighted-average key assumptions: As of June 30, 2018 As of June 30, 2017 CDT GXS GER GXS PHP CDT GXS GER GXS PHP Assumptions: Salary increases 3.50% 3.50% 6.50% 2.00% 2.00% 6.20% Pension increases 2.00% 2.00% N/A 1.75% 2.00% N/A Discount rate 2.00% 2.00% 7.25% 2.00% 2.00% 5.00% Normal retirement age 65 65-67 60 65 65-67 60 Employee fluctuation rate: to age 20 —% —% 12.19% —% —% 12.19% to age 25 —% —% 16.58% —% —% 16.58% to age 30 1.00% —% 13.97% 1.00% —% 13.97% to age 35 0.50% —% 10.77% 0.50% —% 10.77% to age 40 —% —% 7.39% —% —% 7.39% to age 45 0.50% —% 3.28% 0.50% —% 3.28% to age 50 0.50% —% —% 0.50% —% —% from age 51 1.00% —% —% 1.00% —% —% |
Anticipated Pension Payments Under Pension Plan | Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows: Fiscal years ending June 30, CDT GXS GER GXS PHP 2019 $ 655 $ 1,027 $ 138 2020 700 1,032 104 2021 800 1,061 144 2022 890 1,068 330 2023 999 1,071 198 2024 to 2028 6,008 5,506 1,913 Total $ 10,052 $ 10,765 $ 2,827 |
Share Capital, Option Plans a42
Share Capital, Option Plans and Share-Based Payments (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Outstanding Under Various Plans | A summary of stock options outstanding under our 2004 stock option plan is set forth below. All numbers shown in the chart below have been adjusted, where applicable, to account for the two-for-one stock splits that occurred on October 22, 2003, February 18, 2014 and January 24, 2017. 2004 Stock Option Plan Date of inception Oct-04 Eligibility Eligible employees and directors, as determined by the Board of Directors Options granted to date 30,528,078 Options exercised to date (16,191,017) Options cancelled to date (7,258,626) Options outstanding 7,078,435 Termination grace periods Immediately “for cause”; 90 days for any other reason; 180 days due to death Vesting schedule 25% per year, unless otherwise specified Exercise price range $11.68 - $36.50 Expiration dates 8/12/2018 to 5/11/2025 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information regarding stock options outstanding at June 30, 2018 : Options Outstanding Options Exercisable Range of Exercise Prices Number of options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of options Weighted Average Exercise Price $ 11.68 - $ 22.87 952,382 2.86 $ 19.10 607,706 $ 16.97 23.51 - 24.52 72,000 3.25 24.28 55,000 24.52 25.04 - 25.05 885,500 2.58 25.04 885,500 25.04 25.58 - 27.56 1,392,520 3.60 26.99 297,500 26.80 27.83 - 28.65 606,484 3.47 28.01 310,710 27.90 29.75 - 30.37 686,414 4.92 29.84 153,622 29.84 32.63 - 33.48 1,279,625 5.78 33.03 172,250 33.39 34.48 - 34.49 705,000 5.88 34.49 — — 34.71 - 34.72 473,510 6.86 34.71 — — 36.49 - 36.50 25,000 6.60 36.50 — — $ 11.68 - $ 36.50 7,078,435 4.43 $ 28.41 2,482,288 $ 24.50 |
Summary of Share-based Compensation Costs | Total share-based compensation expense for the periods indicated below is detailed as follows: Year Ended June 30, 2018 2017 2016 Stock options $ 9,828 $ 12,196 $ 13,202 Performance Share Units (issued under LTIP) 3,553 3,624 2,688 Restricted Share Units (issued under LTIP) 6,602 6,452 5,086 Restricted Share Units (other) 936 2,804 1,573 Deferred Share Units (directors) 2,921 2,849 2,764 Employee Share Purchase Plan 3,754 2,582 665 Total share-based compensation expense $ 27,594 $ 30,507 $ 25,978 |
Summary of Option Activity | A summary of activity under our stock option plans for the years ended June 30, 2018 and 2017 are as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000s) Outstanding at June 30, 2017 8,977,830 $ 24.57 Granted 1,322,340 34.60 Exercised (2,869,569 ) 18.94 Forfeited or expired (352,166 ) 30.81 Outstanding at June 30, 2018 7,078,435 $ 28.41 4.43 $ 48,405 Exercisable at June 30, 2018 2,482,288 $ 24.50 3.13 $ 26,539 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 2,278,974 31.75 Exercised (1,012,644 ) 20.47 Forfeited or expired (643,316 ) 22.30 Outstanding at June 30, 2017 8,977,830 $ 24.57 4.27 $ 64,707 Exercisable at June 30, 2017 3,736,180 $ 19.27 2.74 $ 45,830 |
Schedule of Weighted-Average Fair Value of Options and Weighted-Average Assumptions Used | For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows: Year Ended June 30, 2018 2017 2016 Weighted–average fair value of options granted $ 7.58 $ 7.06 $ 5.69 Weighted-average assumptions used: Expected volatility 26.95 % 28.32 % 31.76 % Risk–free interest rate 2.18 % 1.46 % 1.31 % Expected dividend yield 1.50 % 1.43 % 1.62 % Expected life (in years) 4.38 4.51 4.33 Forfeiture rate (based on historical rates) 6 % 5 % 5 % Average exercise share price $ 34.60 $ 31.75 $ 24.09 Derived service period (in years)* N/A 1.79 N/A *Options valued using Monte Carlo Valuation Method |
Guarantees and Contingencies (T
Guarantees and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations | We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total July 1, 2018— July 1, 2019— July 1, 2021— July 1, 2023 Long-term debt obligations (1) $ 3,524,567 $ 142,626 $ 284,013 $ 282,398 $ 2,815,530 Operating lease obligations (2) 394,907 72,224 127,878 85,943 108,862 Purchase obligations 16,108 9,577 6,354 177 — $ 3,935,582 $ 224,427 $ 418,245 $ 368,518 $ 2,924,392 (1) Includes interest up to maturity and principal payments. Please see note 10 "Long-Term Debt" for more details. (2) Net of $7.6 million of sublease income to be received from properties which we have subleased to third parties. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following is a geographical breakdown of income before the provision for income taxes: Year Ended June 30, 2018 2017 2016 Domestic income (loss) $ 238,405 $ 110,562 $ (80,066 ) Foreign income 147,721 138,989 370,843 Income before income taxes $ 386,126 $ 249,551 $ 290,777 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for (recovery of) income taxes consisted of the following: Year Ended June 30, 2018 2017 2016 Current income taxes (recoveries): Domestic $ 5,313 $ 12,238 $ (3,119 ) Foreign 48,777 82,593 63,862 54,090 94,831 60,743 Deferred income taxes (recoveries): Domestic 61,678 (851,683 ) (44,569 ) Foreign 28,058 (19,512 ) (9,892 ) 89,736 (871,195 ) (54,461 ) Provision for (recovery of) income taxes $ 143,826 $ (776,364 ) $ 6,282 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the combined Canadian federal and provincial income tax rate with our effective income tax rate is as follows: Year Ended June 30, 2018 2017 2016 Expected statutory rate 26.5 % 26.5 % 26.5 % Expected provision for income taxes $ 102,323 $ 66,131 $ 77,056 Effect of foreign tax rate differences 2,352 8,647 (71,478 ) Change in valuation allowance 1,779 520 (34,999 ) Amortization of deferred charges 4,242 6,298 11,316 Effect of permanent differences 4,332 3,673 10,711 Effect of changes in unrecognized tax benefits 5,543 14,427 (264 ) Effect of withholding taxes 7,927 3,845 3,457 Difference in tax filings from provision 1,321 (7,836 ) 8,959 Effect of U.S. tax reform 19,037 — — Other Items (5,030 ) 4,045 1,524 Impact of internal reorganization of subsidiaries — (876,114 ) — $ 143,826 $ (776,364 ) $ 6,282 |
Schedule of Deferred Tax Assets and Liabilities | The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below: June 30, 2018 2017 Deferred tax assets Non-capital loss carryforwards $ 129,436 $ 109,060 Capital loss carryforwards 417 246 Undeducted scientific research and development expenses 123,114 101,998 Depreciation and amortization 829,369 887,735 Restructuring costs and other reserves 17,202 22,956 Deferred revenue 62,726 75,248 Other 57,461 74,668 Total deferred tax asset $ 1,219,725 $ 1,271,911 Valuation Allowance $ (80,924 ) $ (58,925 ) Deferred tax liabilities Scientific research and development tax credits $ (13,342 ) $ (12,070 ) Acquired intangibles — — Other (82,668 ) (79,928 ) Deferred tax liabilities $ (96,010 ) $ (91,998 ) Net deferred tax asset $ 1,042,791 $ 1,120,988 Comprised of: Long-term assets 1,122,729 1,215,712 Long-term liabilities (79,938 ) (94,724 ) $ 1,042,791 $ 1,120,988 |
Summary of Income Tax Contingencies | The aggregate changes in the balance of our gross unrecognized tax benefits (including interest and penalties) were as follows: Unrecognized tax benefits as of July 1, 2016 $ 174,485 Increases on account of current year positions 5,675 Increases on account of prior year positions 18,938 Decreases due to settlements with tax authorities (16,332 ) Decreases due to lapses of statutes of limitations (8,236 ) Unrecognized tax benefits as of June 30, 2017 $ 174,530 Increases on account of current year positions 6,483 Increases on account of prior year positions 17,794 Decreases due to settlements with tax authorities — Decreases due to lapses of statutes of limitations (20,995 ) Unrecognized tax benefits as of June 30, 2018 $ 177,812 |
Interest and Penalties Related to Liabilities for Income Tax Expense | For the year ended June 30, 2018 , 2017 and 2016 , we recognized the following amounts as income tax-related interest expense and penalties: Year Ended June 30, 2018 2017 2016 Interest expense $ 6,233 $ 13,028 $ 6,534 Penalties expense (recoveries) (191 ) 438 (2,761 ) Total $ 6,042 $ 13,466 $ 3,773 |
Interest Accrued and Penalties Accrued Related to Income Tax Expense | The following amounts have been accrued on account of income tax-related interest expense and penalties: As of June 30, 2018 As of June 30, 2017 Interest expense accrued * $ 54,058 $ 47,402 Penalties accrued * $ 2,438 $ 2,160 * These balances have been included within "Long-term income taxes payable" within the Consolidated Balance Sheets . |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of June 30, 2018 and June 30, 2017 : June 30, 2018 June 30, 2017 Fair Market Measurements using: Fair Market Measurements using: June 30, 2018 Quoted prices in active markets for identical assets/ (liabilities) Significant other observable inputs Significant unobservable inputs June 30, 2017 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: Marketable securities N/A N/A N/A N/A $ 3,023 N/A $ 3,023 N/A Derivative financial instrument asset (note 16) — N/A — N/A 1,174 N/A 1,174 N/A $ — N/A $ — N/A $ 4,197 N/A $ 4,197 N/A Financial Liabilities: Derivative financial instrument liability (note 16) $ (1,319 ) N/A $ (1,319 ) N/A $ — N/A $ — N/A $ (1,319 ) N/A $ (1,319 ) N/A $ — N/A $ — N/A |
Fair Value, by Balance Sheet Grouping | A summary of our marketable securities outstanding as of June 30, 2018 and June 30, 2017 is as follows: As of June 30, 2018 As of June 30, 2017 Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Marketable securities N/A N/A N/A N/A $ 2,406 $ 617 $ — $ 3,023 |
Derivative Instruments and He46
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets | The effect of these derivative instruments on our Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects). Fair Value of Derivative Instruments in the Consolidated Balance Sheets (see note 15 "Fair Value Measurement") As of June 30, 2018 As of June 30, 2017 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) $ (1,319 ) $ 1,174 |
Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) | Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Year Ended June 30, 2018 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) Foreign currency forward contracts $ (647 ) Operating $ 1,846 N/A $ — Year Ended June 30, 2017 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 Foreign currency forward contracts $ 129 Operating $ (253 ) N/A $ — |
Special Charges (Recoveries) (T
Special Charges (Recoveries) (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | Special charges (recoveries) include costs and recoveries that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition-related costs and other charges. Year Ended June 30, 2018 2017 2016 Fiscal 2018 Restructuring Plan $ 10,154 $ — $ — Fiscal 2017 Restructuring Plan 7,207 33,827 — Restructuring Plans prior to Fiscal 2017 Restructuring Plan 279 (340 ) 18,644 Acquisition-related costs 4,805 15,938 7,710 Other charges (recoveries) 6,766 14,193 8,492 Total $ 29,211 $ 63,618 $ 34,846 |
Fiscal 2018 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the year ended June 30, 2018 is shown below. Fiscal 2018 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2017 $ — $ — $ — Accruals and adjustments 8,511 1,643 10,154 Cash payments (8,845 ) (489 ) (9,334 ) Foreign exchange and other non-cash adjustments 892 11 903 Balance payable as at June 30, 2018 $ 558 $ 1,165 $ 1,723 |
Fiscal 2017 Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A reconciliation of the beginning and ending liability for the year ended June 30, 2018 is shown below. Fiscal 2017 Restructuring Plan Workforce reduction Facility costs Total Balance payable as at June 30, 2016 $ — $ — $ — Accruals and adjustments 31,595 2,232 33,827 Cash payments (16,156 ) (456 ) (16,612 ) Foreign exchange (5,394 ) (407 ) (5,801 ) Balance payable as at June 30, 2017 $ 10,045 $ 1,369 $ 11,414 Accruals and adjustments 3,432 3,775 7,207 Cash payments (12,342 ) (1,627 ) (13,969 ) Foreign exchange and other non-cash adjustments 455 (86 ) 369 Balance payable as at June 30, 2018 $ 1,590 $ 3,431 $ 5,021 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following tables summarize the preliminary consideration paid for Guidance and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: Cash consideration* $ 237,291 Guidance shares already owned by OpenText through open market purchases (at fair value) 3,247 Preliminary purchase consideration $ 240,538 * Inclusive of $2.3 million accrued for but unpaid as of June 30, 2018 . See "Appraisal Proceedings" below for more information. |
Hightail, 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 February 14, 2018, are set forth below: Current assets $ 1,290 Non-current tangible assets 1,270 Intangible customer assets 12,900 Intangible technology assets 4,200 Liabilities assumed (6,418 ) Total identifiable net assets 13,242 Goodwill 7,293 Net assets acquired $ 20,535 |
Guidance Software Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of September 14, 2017, are set forth below: Current assets (inclusive of cash acquired of $5.7 million) $ 24,744 Non-current tangible assets 11,583 Intangible customer assets 71,230 Intangible technology assets 51,851 Liabilities assumed (48,670 ) Total identifiable net assets 110,738 Goodwill 129,800 Net assets acquired $ 240,538 |
Covisint Corporation | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 26, 2017, are set forth below: Current assets (inclusive of cash acquired of $31.5 million) $ 41,586 Non-current tangible assets 3,426 Intangible customer assets 36,600 Intangible technology assets 17,300 Liabilities assumed (23,033 ) Total identifiable net assets 75,879 Goodwill 26,905 Net assets acquired $ 102,784 |
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 fair values as of January 23, 2017, are set forth below: Current assets $ 11,339 Non-current tangible assets 103,672 Intangible customer assets 407,000 Intangible technology assets 459,000 Liabilities assumed (182,301 ) Total identifiable net assets 798,710 Goodwill 823,684 Net assets acquired $ 1,622,394 |
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 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 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 Long-term deferred tax liabilities (1,780 ) Other liabilities assumed (27,497 ) Total identifiable net assets 78,702 Goodwill 91,405 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 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Revenue From External Customers Attributed To Foreign Countries By Geographic Area | The following table sets forth the distribution of revenues, by significant geographic area, for the periods indicated: Year Ended June 30, 2018 2017 2016 Revenues: Canada $ 149,812 $ 227,115 $ 107,217 United States 1,425,244 1,090,049 915,615 United Kingdom 201,821 159,817 185,631 Germany 198,253 166,611 155,201 Rest of Europe 517,693 394,132 270,114 All other countries 322,418 253,333 190,450 Total revenues $ 2,815,241 $ 2,291,057 $ 1,824,228 |
Entity-Wide Disclosure On Geographic Areas, Long-Lived Assets In Individual Foreign Countries By Country | The following table sets forth the distribution of long-lived assets, representing property and equipment and intangible assets, by significant geographic area, as of the periods indicated below. As of June 30, As of June 30, Long-lived assets: Canada $ 1,027,858 $ 1,283,589 United States 441,940 339,246 United Kingdom 13,253 11,583 Germany 8,282 6,694 Rest of Europe 17,104 21,360 All other countries 52,405 37,488 Total $ 1,560,842 $ 1,699,960 |
Supplemental Cash Flow Disclo50
Supplemental Cash Flow Disclosures (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Year Ended June 30, 2018 2017 2016 Cash paid during the period for interest $ 132,799 $ 115,117 $ 72,058 Cash received during the period for interest $ 1,672 $ 3,115 $ 3,659 Cash paid during the period for income taxes $ 73,437 $ 83,086 $ 40,431 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Year Ended June 30, 2018 2017 2016 Basic earnings per share Net income attributable to OpenText $ 242,224 $ 1,025,659 (1) $ 284,477 Basic earnings per share attributable to OpenText $ 0.91 $ 4.04 $ 1.17 Diluted earnings per share Net income attributable to OpenText $ 242,224 $ 1,025,659 (1) $ 284,477 Diluted earnings per share attributable to OpenText $ 0.91 $ 4.01 $ 1.17 Weighted-average number of shares outstanding Basic 266,085 253,879 242,926 Effect of dilutive securities 1,407 1,926 1,150 Diluted 267,492 255,805 244,076 Excluded as anti-dilutive (2) 2,770 1,371 5,458 (1) Please also see note 14 "Income Taxes" for details relating to a one-time tax benefit of $876.1 million recorded during the three months ended September 30, 2016 in connection with an internal reorganization of our subsidiaries. (2) Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | Jun. 30, 2018 |
OT South Africa | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 70.00% |
GXS Korea | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 85.00% |
GXS Singapore | |
Noncontrolling Interest [Line Items] | |
Ownership percentage by Open Text | 81.00% |
Accounting Policies and Recen53
Accounting Policies and Recent Accounting Pronouncements - Allowance for Doubtful Accounts (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Percentage for allowance maintained on bad-debts | 100.00% |
Accounting Policies and Recen54
Accounting Policies and Recent Accounting Pronouncements - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Impairment charges for long-lived assets | $ 0 | $ 0 | $ 0 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Building | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 40 years | ||
Minimum | Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Minimum | Capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Maximum | Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 7 years | ||
Maximum | Capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
Accounting Policies and Recen55
Accounting Policies and Recent Accounting Pronouncements - Capitalized Software (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized software development costs | $ 81.1 | $ 67.1 |
Additions related to capitalized software development costs | $ 14.6 | $ 12.8 |
Capitalized software development costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Capitalized software development costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
Accounting Policies and Recen56
Accounting Policies and Recent Accounting Pronouncements - Impairment of Long-lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Accounting Policies and Recen57
Accounting Policies and Recent Accounting Pronouncements - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Accounting Policies and Recen58
Accounting Policies and Recent Accounting Pronouncements - Foreign Currency (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Income (Expense) | |||
Intercompany Foreign Currency Balance [Line Items] | |||
Transactional foreign currency gains (losses) | $ 4.8 | $ 3.1 | $ (1.9) |
Accounting Policies and Recen59
Accounting Policies and Recent Accounting Pronouncements - Recent Accounting Pronouncements, Income Taxes (Details) - USD ($) $ in Thousands | Jul. 01, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease in assets | $ (7,765,029) | $ (7,480,562) | |
Decrease in retained earnings | $ (1,994,235) | $ (1,897,624) | |
Forecast | Accounting Standards Update 2016-16 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease in assets | $ 30,000 | ||
Decrease in liabilities | 3,000 | ||
Decrease in retained earnings | $ 27,000 |
Accounting Policies and Recen60
Accounting Policies and Recent Accounting Pronouncements - Recent Accounting Pronouncements, Transition (Details) - USD ($) $ in Thousands | Jul. 01, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total estimated net adjustment to retained earnings | $ 1,994,235 | $ 1,897,624 | |
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | Forecast | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total estimated net adjustment to retained earnings | $ 35,000 | ||
Decrease in deferred revenues | 34,000 | ||
Decrease in deferred implementation costs | 23,000 | ||
Increase of capitalized sales commission costs | 14,000 | ||
Increase in contract assets | 21,000 | ||
Increase in net deferred tax liabilities | $ 11,000 |
Allowance for Doubtful Accoun61
Allowance for Doubtful Accounts - Changes In Carrying Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance as of beginning of the period | $ 6,319 | $ 6,740 | $ 5,987 |
Bad debt expense | 9,942 | 5,929 | 5,908 |
Write-off /adjustments | (6,520) | (6,350) | (5,155) |
Balance as of end of the period | 9,741 | 6,319 | $ 6,740 |
Unbilled receivables | $ 55,500 | $ 46,200 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 588,301 | $ 458,461 |
Accumulated Depreciation | (324,096) | (231,043) |
Net | 264,205 | 227,418 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 34,647 | 23,026 |
Accumulated Depreciation | (21,488) | (14,879) |
Net | 13,159 | 8,147 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,467 | 1,245 |
Accumulated Depreciation | (687) | (597) |
Net | 780 | 648 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 207,381 | 164,268 |
Accumulated Depreciation | (134,906) | (104,572) |
Net | 72,475 | 59,696 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 97,653 | 72,835 |
Accumulated Depreciation | (59,485) | (33,862) |
Net | 38,168 | 38,973 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 81,073 | 67,092 |
Accumulated Depreciation | (41,556) | (28,430) |
Net | 39,517 | 38,662 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 118,200 | 81,564 |
Accumulated Depreciation | (55,172) | (38,642) |
Net | 63,028 | 42,922 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 47,880 | 48,431 |
Accumulated Depreciation | (10,802) | (10,061) |
Net | $ 37,078 | $ 38,370 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill [Roll Forward] | ||
Balance as of June 30, 2017 | $ 3,416,749 | $ 2,325,586 |
Adjustments relating to acquisitions prior to current fiscal year that had open measurement periods (note 18) | (1,458) | (3,334) |
Adjustments on account of foreign exchange | 840 | 4,752 |
Balance as of June 30, 2018 | 3,580,129 | 3,416,749 |
Recommind Inc | ||
Goodwill [Roll Forward] | ||
Acquisition (note 18) | 91,405 | |
CCM Business | ||
Goodwill [Roll Forward] | ||
Acquisition (note 18) | 173,198 | |
ECD Business | ||
Goodwill [Roll Forward] | ||
Acquisition (note 18) | $ 825,142 | |
Hightail, Inc | ||
Goodwill [Roll Forward] | ||
Acquisition (note 18) | 7,293 | |
Guidance Software Inc. | ||
Goodwill [Roll Forward] | ||
Acquisition (note 18) | 129,800 | |
Covisint Corporation | ||
Goodwill [Roll Forward] | ||
Acquisition (note 18) | $ 26,905 |
Acquired Intangible Assets - Ca
Acquired Intangible Assets - Calculation Of Acquired Intangibles By Asset Class (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 2,333,736 | $ 2,161,647 |
Accumulated Amortization | (1,037,099) | (689,105) |
Total | 1,296,637 | 1,472,542 |
Technology assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 985,226 | 930,841 |
Accumulated Amortization | (439,774) | (272,872) |
Total | 545,452 | 657,969 |
Intangible assets fully amortized during the period | $ 19,000 | |
Weighted-average amortization period (in years) for acquired intangible assets | 6 years | |
Customer assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 1,348,510 | 1,230,806 |
Accumulated Amortization | (597,325) | (416,233) |
Total | 751,185 | $ 814,573 |
Intangible assets fully amortized during the period | $ 3,000 | |
Weighted-average amortization period (in years) for acquired intangible assets | 8 years |
Acquired Intangible Assets - 65
Acquired Intangible Assets - Calculation Of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 352,401 | |
2,020 | 280,888 | |
2,021 | 190,763 | |
2,022 | 177,208 | |
2,023 | 115,015 | |
2024 and beyond | 180,362 | |
Total | $ 1,296,637 | $ 1,472,542 |
Other Assets (Details)
Other Assets (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Deposits and restricted cash | $ 9,479,000 | $ 15,821,000 |
Deferred implementation costs | 26,767,000 | 28,833,000 |
Investments | 49,635,000 | 27,886,000 |
Marketable securities | 0 | 3,023,000 |
Long-term prepaid expenses and other long-term assets | 25,386,000 | 18,200,000 |
Total other assets | $ 111,267,000 | $ 93,763,000 |
Other Assets - Additional Infor
Other Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (loss) from equity method investments | $ 5,965,000 | $ 5,952,000 | $ 0 |
Marketable securities | $ 0 | $ 3,023,000 | |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 4.00% | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 20.00% |
Deferred Charges and Credits (D
Deferred Charges and Credits (Details) | 12 Months Ended |
Jun. 30, 2018 | |
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 69
Accounts Payable and Accrued Liabilities - Schedule of Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable—trade | $ 41,722 | $ 43,699 |
Accrued salaries and commissions | 118,024 | 121,958 |
Accrued liabilities | 108,903 | 135,512 |
Accrued interest on Senior Notes | 24,786 | 24,787 |
Amounts payable in respect of restructuring and other Special charges | 5,622 | 13,728 |
Asset retirement obligations | 3,097 | 2,436 |
Total | $ 302,154 | $ 342,120 |
Accounts Payable and Accrued 70
Accounts Payable and Accrued Liabilities - Schedule of Long-Term Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Amounts payable in respect of restructuring and other Special charges | $ 4,362 | $ 2,686 |
Other accrued liabilities | 35,874 | 36,702 |
Asset retirement obligations | 12,591 | 10,950 |
Total | $ 52,827 | $ 50,338 |
Accounts Payable and Accrued 71
Accounts Payable and Accrued Liabilities - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Present value of asset retirement obligation | $ 15.7 | $ 13.4 |
Undiscounted value of asset retirement obligation | $ 17.7 | $ 15 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,647,500,000 | $ 2,597,120,000 |
Premium on Senior Notes 2026 | 6,018,000 | 6,597,000 |
Debt issuance costs | (32,995,000) | (33,900,000) |
Total amount outstanding | 2,620,523,000 | 2,569,817,000 |
Less: | ||
Current portion of long-term debt | 10,000,000 | 182,760,000 |
Non-current portion of long-term debt | 2,610,523,000 | 2,387,057,000 |
Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt | 997,500,000 | 772,120,000 |
Debt issuance costs | (4,700,000) | |
Less: | ||
Current portion of long-term debt | 10,000,000 | 7,760,000 |
Senior Notes | Senior Notes 2026 | ||
Debt Instrument [Line Items] | ||
Total debt | 850,000,000 | 850,000,000 |
Senior Notes | Senior Notes 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 800,000,000 | 800,000,000 |
Line of Credit | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 175,000,000 |
Less: | ||
Current portion of long-term debt | $ 0 | $ 175,000,000 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Fixed Rate Notes (Details) - USD ($) | 12 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 20, 2016 | May 31, 2016 | Jan. 15, 2015 | |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 2,647,500,000 | $ 2,597,120,000 | ||||
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 | ||||
Interest expense | 49,900,000 | 43,100,000 | $ 2,900,000 | |||
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 | ||||
Interest expense | $ 45,000,000 | $ 45,000,000 | $ 45,000,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | May 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 16, 2014 |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 2,647,500,000 | $ 2,597,120,000 | |||
Debt issuance costs | 32,995,000 | 33,900,000 | |||
Payments of Debt Issuance Costs | 4,375,000 | 7,240,000 | $ 6,765,000 | ||
Write off of unamortized debt issuance costs | 155,000 | 833,000 | 0 | ||
Revolver | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Credit agreement, maximum capacity | 450,000,000 | ||||
Interest expense | 9,000,000 | 2,600,000 | 0 | ||
Proceeds from line of credit | 200,000,000 | 225,000,000 | 0 | ||
Repayments of debt | 375,000,000 | 50,000,000 | 0 | ||
Long-term debt | $ 0 | 175,000,000 | |||
Revolver | Line of Credit | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest addition to floating rate | 1.25% | ||||
Revolver | Line of Credit | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest addition to floating rate | 1.75% | ||||
Term Loan B | |||||
Debt Instrument [Line Items] | |||||
Term loan period, years | 7 years | ||||
Term loan quarterly repayment as percentage of principal | 0.25% | ||||
Effective interest rate percentage | 3.73% | ||||
Interest expense | $ 27,900,000 | 24,800,000 | $ 25,900,000 | ||
Debt instrument face amount | $ 1,000,000,000 | $ 800,000,000 | |||
Proceeds from issuance of debt | $ 1,000,000,000 | ||||
Long-term debt | 997,500,000 | $ 772,120,000 | |||
Debt issuance costs | 4,700,000 | ||||
Payments of Debt Issuance Costs | 4,400,000 | ||||
Write off of unamortized debt issuance costs | $ 200,000 | ||||
Term Loan B | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest addition to floating rate | 1.75% |
Pension Plans and Other Post 75
Pension Plans and Other Post Retirement Benefits - Schedule of Defined Benefit Plans and Long-Term Employee Benefit Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Assumptions: | ||
Total benefit obligation | $ 67,981 | $ 60,362 |
Current portion of benefit obligation | 2,262 | 1,735 |
Non-current portion of benefit obligation | 65,719 | 58,627 |
Pension Plan | CDT defined benefit plan | ||
Assumptions: | ||
Total benefit obligation | 32,651 | 28,881 |
Current portion of benefit obligation | 655 | 583 |
Non-current portion of benefit obligation | 31,996 | 28,298 |
Pension Plan | GXS GER defined benefit plan | ||
Assumptions: | ||
Total benefit obligation | 25,382 | 23,730 |
Current portion of benefit obligation | 1,027 | 926 |
Non-current portion of benefit obligation | 24,355 | 22,804 |
Pension Plan | GXS PHP defined benefit plan | ||
Assumptions: | ||
Total benefit obligation | 3,853 | 4,495 |
Current portion of benefit obligation | 138 | 81 |
Non-current portion of benefit obligation | 3,715 | 4,414 |
Other plans | ||
Assumptions: | ||
Total benefit obligation | 6,095 | 3,256 |
Current portion of benefit obligation | 442 | 145 |
Non-current portion of benefit obligation | $ 5,653 | $ 3,111 |
Pension Plans and Other Post 76
Pension Plans and Other Post Retirement Benefits - Additional Information (Details) - Pension Plan | 12 Months Ended |
Jun. 30, 2018USD ($) | |
CDT defined benefit plan | |
Assumptions: | |
Contributions made by employer to plan | $ 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the next fiscal year | 700,000 |
GXS GER defined benefit plan | |
Assumptions: | |
Contributions made by employer to plan | 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the next fiscal year | 100,000 |
GXS PHP defined benefit plan | |
Assumptions: | |
Contributions made by employer to plan | 0 |
Amount to be amortized from accumulated other comprehensive income (loss) over the next fiscal year | 600,000 |
Fair value of plan assets | $ 32,000 |
Pension Plans and Other Post 77
Pension Plans and Other Post Retirement Benefits - Schedule of the Change in Benefit Obligation (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of period | $ 57,106 | $ 61,520 | |
Service cost | 1,805 | 1,913 | $ 2,409 |
Interest cost | 1,337 | 1,059 | 1,467 |
Benefits paid | (1,695) | (1,329) | |
Actuarial (gain) loss | 2,126 | (6,984) | |
Foreign exchange (gain) loss | 1,207 | 927 | |
Benefit obligation—end of period | 61,886 | 57,106 | 61,520 |
Less: Current portion | (1,820) | (1,590) | |
Non-current portion of benefit obligation | 60,066 | 55,516 | |
CDT defined benefit plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of period | 28,881 | 29,450 | |
Service cost | 501 | 467 | 422 |
Interest cost | 607 | 456 | 610 |
Benefits paid | (580) | (469) | |
Actuarial (gain) loss | 2,442 | (1,708) | |
Foreign exchange (gain) loss | 800 | 685 | |
Benefit obligation—end of period | 32,651 | 28,881 | 29,450 |
Less: Current portion | (655) | (583) | |
Non-current portion of benefit obligation | 31,996 | 28,298 | |
GXS GER defined benefit plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of period | 23,730 | 24,729 | |
Service cost | 472 | 395 | 359 |
Interest cost | 489 | 377 | 543 |
Benefits paid | (974) | (807) | |
Actuarial (gain) loss | 997 | (1,548) | |
Foreign exchange (gain) loss | 668 | 584 | |
Benefit obligation—end of period | 25,382 | 23,730 | 24,729 |
Less: Current portion | (1,027) | (926) | |
Non-current portion of benefit obligation | 24,355 | 22,804 | |
GXS PHP defined benefit plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation—beginning of period | 4,495 | 7,341 | |
Service cost | 832 | 1,051 | 1,628 |
Interest cost | 241 | 226 | 314 |
Benefits paid | (141) | (53) | |
Actuarial (gain) loss | (1,313) | (3,728) | |
Foreign exchange (gain) loss | (261) | (342) | |
Benefit obligation—end of period | 3,853 | 4,495 | $ 7,341 |
Less: Current portion | (138) | (81) | |
Non-current portion of benefit obligation | $ 3,715 | $ 4,414 |
Pension Plans and Other Post 78
Pension Plans and Other Post Retirement Benefits - Components of Net Pension Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Assumptions: | |||
Net pension expense | $ 3,738 | $ 3,893 | $ 4,577 |
Pension Plan | |||
Assumptions: | |||
Service cost | 1,805 | 1,913 | 2,409 |
Interest cost | 1,337 | 1,059 | 1,467 |
Amortization of actuarial (gains) and losses | 372 | 747 | 448 |
Net pension expense | 3,514 | 3,719 | 4,324 |
Pension Plan | CDT defined benefit plan | |||
Assumptions: | |||
Service cost | 501 | 467 | 422 |
Interest cost | 607 | 456 | 610 |
Amortization of actuarial (gains) and losses | 541 | 627 | 425 |
Net pension expense | 1,649 | 1,550 | 1,457 |
Pension Plan | GXS GER defined benefit plan | |||
Assumptions: | |||
Service cost | 472 | 395 | 359 |
Interest cost | 489 | 377 | 543 |
Amortization of actuarial (gains) and losses | 72 | 168 | 23 |
Net pension expense | 1,033 | 940 | 925 |
Pension Plan | GXS PHP defined benefit plan | |||
Assumptions: | |||
Service cost | 832 | 1,051 | 1,628 |
Interest cost | 241 | 226 | 314 |
Amortization of actuarial (gains) and losses | (241) | (48) | 0 |
Net pension expense | $ 832 | $ 1,229 | $ 1,942 |
Pension Plans and Other Post 79
Pension Plans and Other Post Retirement Benefits - Schedule of Weighted-Average Key Assumptions Used for Pension Plans (Details) - Pension Plan | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CDT | ||
Assumptions: | ||
Salary increases | 3.50% | 2.00% |
Pension increases | 2.00% | 1.75% |
Discount rate | 2.00% | 2.00% |
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 GER | ||
Assumptions: | ||
Salary increases | 3.50% | 2.00% |
Pension increases | 2.00% | 2.00% |
Discount rate | 2.00% | 2.00% |
GXS GER | to age 20 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 25 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 30 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 35 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 40 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 45 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | to age 50 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | from age 51 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS GER | Minimum | ||
Assumptions: | ||
Normal retirement age | 65 years | 65 years |
GXS GER | Maximum | ||
Assumptions: | ||
Normal retirement age | 67 years | 67 years |
GXS PHP | ||
Assumptions: | ||
Salary increases | 6.50% | 6.20% |
Discount rate | 7.25% | 5.00% |
Normal retirement age | 60 years | 60 years |
GXS PHP | to age 20 | ||
Assumptions: | ||
Employee fluctuation rate | 12.19% | 12.19% |
GXS PHP | to age 25 | ||
Assumptions: | ||
Employee fluctuation rate | 16.58% | 16.58% |
GXS PHP | to age 30 | ||
Assumptions: | ||
Employee fluctuation rate | 13.97% | 13.97% |
GXS PHP | to age 35 | ||
Assumptions: | ||
Employee fluctuation rate | 10.77% | 10.77% |
GXS PHP | to age 40 | ||
Assumptions: | ||
Employee fluctuation rate | 7.39% | 7.39% |
GXS PHP | to age 45 | ||
Assumptions: | ||
Employee fluctuation rate | 3.28% | 3.28% |
GXS PHP | to age 50 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
GXS PHP | from age 51 | ||
Assumptions: | ||
Employee fluctuation rate | 0.00% | 0.00% |
Pension Plans and Other Post 80
Pension Plans and Other Post Retirement Benefits - Anticipated Pension Payments Under Pension Plans (Details) - Pension Plan $ in Thousands | Jun. 30, 2018USD ($) |
CDT defined benefit plan | |
Assumptions: | |
2,019 | $ 655 |
2,020 | 700 |
2,021 | 800 |
2,022 | 890 |
2,023 | 999 |
2024 to 2028 | 6,008 |
Total | 10,052 |
GXS GER defined benefit plan | |
Assumptions: | |
2,019 | 1,027 |
2,020 | 1,032 |
2,021 | 1,061 |
2,022 | 1,068 |
2,023 | 1,071 |
2024 to 2028 | 5,506 |
Total | 10,765 |
GXS PHP defined benefit plan | |
Assumptions: | |
2,019 | 138 |
2,020 | 104 |
2,021 | 144 |
2,022 | 330 |
2,023 | 198 |
2024 to 2028 | 1,913 |
Total | $ 2,827 |
Share Capital, Option Plans a81
Share Capital, Option Plans and Share-Based Payments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Dividends declared per common share (in dollars per share) | $ 0.5478 | $ 0.477000 | $ 0.4150 |
Payments of dividends | $ 145,613 | $ 120,581 | $ 99,262 |
Preference shares issued (in shares) | 0 | ||
Common shares repurchased (in shares) | 0 | 244,240 | 450,000 |
Purchase of treasury stock | $ 8,200 | $ 10,600 | |
Issuance of treasury stock (in shares) | 411,276 | 409,922 | 434,156 |
Share Capital, Option Plans a82
Share Capital, Option Plans and Share-Based Payments - Summary of Stock Options Outstanding Under Various Stock Option Plans (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options grated to date (in shares) | 1,322,340 | 2,278,974 | |
Options exercised to date (in shares) | (2,869,569) | (1,012,644) | |
Options outstanding (in shares) | 7,078,435 | 8,977,830 | 8,354,816 |
2004 Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options grated to date (in shares) | 30,528,078 | ||
Options exercised to date (in shares) | (16,191,017) | ||
Options cancelled to date (in shares) | (7,258,626) | ||
Options outstanding (in shares) | 7,078,435 | ||
Vesting schedule | 25.00% | ||
Minimum (in dollars per share) | $ 11.68 | ||
Maximum (in dollars per share) | $ 36.50 | ||
2004 Stock Option Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Termination grace periods | 90 days | ||
2004 Stock Option Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Termination grace periods | 180 days |
Share Capital, Option Plans a83
Share Capital, Option Plans and Share-Based Payments - Summary of Information Regarding Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 7,078,435 | 8,977,830 | 8,354,816 |
Weighted Average Remaining Contractual Life (years) | 4 years 5 months 5 days | 4 years 3 months 7 days | |
Weighted Average Exercise Price | $ 28.41 | $ 24.57 | $ 21.94 |
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 2,482,288 | 3,736,180 | |
Weighted Average Exercise Price | $ 24.50 | $ 19.27 | |
Stock Options Exercise Price Range One | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 11.68 | ||
Maximum (in dollars per share) | $ 22.87 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 952,382 | ||
Weighted Average Remaining Contractual Life (years) | 2 years 10 months 10 days | ||
Weighted Average Exercise Price | $ 19.10 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 607,706 | ||
Weighted Average Exercise Price | $ 16.97 | ||
Stock Options Exercise Price Range Two | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 23.51 | ||
Maximum (in dollars per share) | $ 24.52 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 72,000 | ||
Weighted Average Remaining Contractual Life (years) | 3 years 3 months | ||
Weighted Average Exercise Price | $ 24.28 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 55,000 | ||
Weighted Average Exercise Price | $ 24.52 | ||
Stock Options Exercise Price Range Three | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 25.04 | ||
Maximum (in dollars per share) | $ 25.05 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 885,500 | ||
Weighted Average Remaining Contractual Life (years) | 2 years 6 months 30 days | ||
Weighted Average Exercise Price | $ 25.04 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 885,500 | ||
Weighted Average Exercise Price | $ 25.04 | ||
Stock Options Exercise Price Range Four | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 25.58 | ||
Maximum (in dollars per share) | $ 27.56 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 1,392,520 | ||
Weighted Average Remaining Contractual Life (years) | 3 years 7 months 6 days | ||
Weighted Average Exercise Price | $ 26.99 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 297,500 | ||
Weighted Average Exercise Price | $ 26.80 | ||
Stock Options Exercise Price Range Five | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 27.83 | ||
Maximum (in dollars per share) | $ 28.65 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 606,484 | ||
Weighted Average Remaining Contractual Life (years) | 3 years 5 months 20 days | ||
Weighted Average Exercise Price | $ 28.01 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 310,710 | ||
Weighted Average Exercise Price | $ 27.90 | ||
Stock Options Exercise Price Range Six | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 29.75 | ||
Maximum (in dollars per share) | $ 30.37 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 686,414 | ||
Weighted Average Remaining Contractual Life (years) | 4 years 11 months | ||
Weighted Average Exercise Price | $ 29.84 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 153,622 | ||
Weighted Average Exercise Price | $ 29.84 | ||
Stock Options Exercise Price Range Seven | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 32.63 | ||
Maximum (in dollars per share) | $ 33.48 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 1,279,625 | ||
Weighted Average Remaining Contractual Life (years) | 5 years 9 months 10 days | ||
Weighted Average Exercise Price | $ 33.03 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 172,250 | ||
Weighted Average Exercise Price | $ 33.39 | ||
Stock Options Exercise Price Range Eight | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 34.48 | ||
Maximum (in dollars per share) | $ 34.49 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 705,000 | ||
Weighted Average Remaining Contractual Life (years) | 5 years 10 months 16 days | ||
Weighted Average Exercise Price | $ 34.49 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 0 | ||
Weighted Average Exercise Price | $ 0 | ||
Stock Options Exercise Price Range Nine | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 34.71 | ||
Maximum (in dollars per share) | $ 34.72 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 473,510 | ||
Weighted Average Remaining Contractual Life (years) | 6 years 10 months 10 days | ||
Weighted Average Exercise Price | $ 34.71 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 0 | ||
Weighted Average Exercise Price | $ 0 | ||
Stock Options Exercise Price Range Ten | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 36.49 | ||
Maximum (in dollars per share) | $ 36.50 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 25,000 | ||
Weighted Average Remaining Contractual Life (years) | 6 years 7 months 6 days | ||
Weighted Average Exercise Price | $ 36.50 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 0 | ||
Weighted Average Exercise Price | $ 0 | ||
Stock Options Exercise Price Range Eleven | |||
Range of Exercise Prices | |||
Minimum (in dollars per share) | 11.68 | ||
Maximum (in dollars per share) | $ 36.50 | ||
Options Outstanding | |||
Number of options Outstanding as of June 30, 2018 | 7,078,435 | ||
Weighted Average Remaining Contractual Life (years) | 4 years 5 months 5 days | ||
Weighted Average Exercise Price | $ 28.41 | ||
Options Exercisable | |||
Number of options Exercisable as of June 30, 2018 | 2,482,288 | ||
Weighted Average Exercise Price | $ 24.50 |
Share Capital, Option Plans a84
Share Capital, Option Plans and Share-Based Payments - Schedule of Share-Based Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 27,594 | $ 30,507 | $ 25,978 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 9,828 | 12,196 | 13,202 |
Restricted Stock Units (RSUs) | Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 6,602 | 6,452 | 5,086 |
Restricted Stock Units (RSUs) | Other plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 936 | 2,804 | 1,573 |
Performance Stock Units (PSUs) | Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 3,553 | 3,624 | 2,688 |
Deferred Share Units (directors) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2,921 | 2,849 | 2,764 |
Employee Share Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 3,754 | $ 2,582 | $ 665 |
Share Capital, Option Plans a85
Share Capital, Option Plans and Share-Based Payments - Summary of Outstanding Stock Options, Narrative (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 7,078,435 | 8,977,830 | 8,354,816 |
Cash used to settle awards | $ 0 | $ 0 | |
Capitalized amount of share-based compensation costs | 0 | 0 | |
Cash proceeds from exercise of options granted | 54,400,000 | 20,800,000 | $ 14,600,000 |
Tax benefit realized from exercise of options | $ 1,500,000 | $ 2,200,000 | $ 800,000 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 7,078,435 | ||
Common shares available for issuance (in shares) | 10,893,828 | ||
Expiration period of options, minimum term | 7 years | ||
Expiration period of options, maximum term | 10 years | ||
Unrecognized compensation cost relating to unvested stock awards | $ 19,000,000 | ||
Unvested stock awards compensation cost, weighted average recognition period | 2 years 6 months 11 days | ||
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years |
Share Capital, Option Plans a86
Share Capital, Option Plans and Share-Based Payments - Schedule of Outstanding Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Options | ||
Outstanding at beginning of period (in shares) | 8,977,830 | 8,354,816 |
Granted (in shares) | 1,322,340 | 2,278,974 |
Exercised (in shares) | (2,869,569) | (1,012,644) |
Forfeited or expired (in shares) | (352,166) | (643,316) |
Outstanding at end of period (in shares) | 7,078,435 | 8,977,830 |
Exercisable ending balance (in shares) | 2,482,288 | 3,736,180 |
Weighted- Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 24.57 | $ 21.94 |
Granted (in dollars per share) | 34.60 | 31.75 |
Exercised (in dollars per share) | 18.94 | 20.47 |
Forfeited or expired (in dollars per share) | 30.81 | 22.30 |
Outstanding at end of period (in dollars per share) | 28.41 | 24.57 |
Exercisable at end of period (in dollars per share) | $ 24.50 | $ 19.27 |
Weighted- Average Remaining Contractual Term (years) | ||
Outstanding (in years) | 4 years 5 months 5 days | 4 years 3 months 7 days |
Exercisable (in years) | 3 years 1 month 17 days | 2 years 8 months 27 days |
Aggregate Intrinsic Value ($’000s) | ||
Outstanding | $ 48,405 | $ 64,707 |
Exercisable | $ 26,539 | $ 45,830 |
Share Capital, Option Plans a87
Share Capital, Option Plans and Share-Based Payments - Schedule of Weighted-Average Fair Value Of Options And Weighted-Average Assumptions Used (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Weighted-average fair value of options granted (in dollars per share) | $ 7.58 | $ 7.06 | $ 5.69 |
Weighted-average assumptions used: | |||
Expected volatility | 26.95% | 28.32% | 31.76% |
Risk–free interest rate | 2.18% | 1.46% | 1.31% |
Expected dividend yield | 1.50% | 1.43% | 1.62% |
Expected life (in years) | 4 years 4 months 17 days | 4 years 6 months 2 days | 4 years 3 months 29 days |
Forfeiture rate (based on historical rates) | 6.00% | 5.00% | 5.00% |
Average exercised share price (in dollars per share) | $ 34.60 | $ 31.75 | $ 24.09 |
Derived service period (in years) | 1 year 9 months 15 days |
Share Capital, Option Plans a88
Share Capital, Option Plans and Share-Based Payments - Long-Term Incentive Plans (Details) - Long Term Incentive Plan - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term of plan | 3 years | |
Stock issued (in shares) | 312,651 | |
Stock issued | $ 6.7 | |
Compensation cost related to unvested awards not yet recognized | $ 12.9 | |
Unvested stock awards compensation cost, weighted average recognition period | 1 year 9 months 4 days |
Share Capital, Option Plans a89
Share Capital, Option Plans and Share-Based Payments - RSU's, DSU's and ESPP (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of treasury stock (in shares) | 411,276 | 409,922 | 434,156 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units granted (in shares) | 4,464 | 19,300 | 122,072 |
Award vesting period | 3 years | ||
Stock issued | $ 2.1 | $ 1.5 | $ 0.3 |
Stock issued (in shares) | 98,625 | 70,000 | 30,000 |
Deferred Stock Units (DSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units granted (in shares) | 87,501 | 91,680 | 111,716 |
Employee Share Purchase Plan (ESPP) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards purchase price discount | 15.00% | ||
Common shares eligible for issuance (in shares) | 729,521 | 530,170 | 160,546 |
Cash received from employee stock purchase plan | $ 21.5 | $ 14.8 | $ 5.5 |
Guarantees and Contingencies -
Guarantees and Contingencies - Schedule of Contractual Obligations with Minimum Payments (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Long term debt obligations | |
Total | $ 3,524,567 |
July 1, 2018— June 30, 2019 | 142,626 |
July 1, 2019— June 30, 2021 | 284,013 |
July 1, 2021— June 30, 2023 | 282,398 |
July 1, 2023 and beyond | 2,815,530 |
Operating lease obligations | |
Total | 394,907 |
July 1, 2018— June 30, 2019 | 72,224 |
July 1, 2019— June 30, 2021 | 127,878 |
July 1, 2021— June 30, 2023 | 85,943 |
July 1, 2023 and beyond | 108,862 |
Purchase obligations | |
Total | 16,108 |
July 1, 2018— June 30, 2019 | 9,577 |
July 1, 2019— June 30, 2021 | 6,354 |
July 1, 2021— June 30, 2023 | 177 |
July 1, 2023 and beyond | 0 |
Total payments due between | |
Total | 3,935,582 |
July 1, 2018— June 30, 2019 | 224,427 |
July 1, 2019— June 30, 2021 | 418,245 |
July 1, 2021— June 30, 2023 | 368,518 |
July 1, 2023 and beyond | 2,924,392 |
Sublease income | $ 7,600 |
Guarantees and Contingencies 91
Guarantees and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jul. 11, 2018 | Oct. 01, 2017 | Jul. 17, 2015 | Mar. 31, 2018 | Jun. 30, 2018 |
GXS Group, Inc. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency accrual | $ 1.6 | ||||
GXS Group, Inc. | Municipality of Sao Paulo | |||||
Loss Contingencies [Line Items] | |||||
Payments for legal settlements | $ 1.4 | ||||
GXS India | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency accrual | 1.3 | ||||
Internal Revenue Service (IRS) | |||||
Loss Contingencies [Line Items] | |||||
Estimated amount of loss resulting from an adverse tax position | $ 605 | 725 | |||
Income tax examination, tax | 455 | ||||
Income tax examination, penalties | 105 | ||||
Income tax examination, interest | 165 | ||||
Internal Revenue Service (IRS) | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Income tax examination, change in liability | $ 120 | ||||
Internal Revenue Service (IRS) | Tax Year 2010 | |||||
Loss Contingencies [Line Items] | |||||
Estimated amount of loss resulting from an adverse tax position | $ 280 | ||||
Internal Revenue Service (IRS) | Tax Year 2010 | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Estimated amount of loss resulting from an adverse tax position | 335 | ||||
Income tax examination, tax | 95 | ||||
Income tax examination, interest | 5 | ||||
Income tax examination, change in liability | 55 | ||||
Income tax examination, penalties and interest | $ 20 | ||||
Additional tax expense, as a percent | 20.00% | ||||
Internal Revenue Service (IRS) | Tax Year 2012 | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Income tax examination, change in liability | $ 80 | ||||
Additional tax expense, as a percent | 40.00% | ||||
Canada Revenue Agency (CRA) | |||||
Loss Contingencies [Line Items] | |||||
Estimated amount of loss resulting from an adverse tax position | $ 23 | ||||
Canada Revenue Agency (CRA) | Tax Year 2012 | |||||
Loss Contingencies [Line Items] | |||||
Additional tax expense, as a percent | 10.00% | ||||
Income tax examination, estimate of increase to taxable income | $ 90 | ||||
Canada Revenue Agency (CRA) | Tax Year 2013 | |||||
Loss Contingencies [Line Items] | |||||
Income tax examination, estimate of increase to taxable income | $ 90 |
Income Taxes - Income Before Pr
Income Taxes - Income Before Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic income (loss) | $ 238,405 | $ 110,562 | $ (80,066) |
Foreign income | 147,721 | 138,989 | 370,843 |
Income before income taxes | $ 386,126 | $ 249,551 | $ 290,777 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Current income taxes (recoveries): | |||
Domestic | $ 5,313 | $ 12,238 | $ (3,119) |
Foreign | 48,777 | 82,593 | 63,862 |
Total | 54,090 | 94,831 | 60,743 |
Deferred income taxes (recoveries): | |||
Domestic | 61,678 | (851,683) | (44,569) |
Foreign | 28,058 | (19,512) | (9,892) |
Total | 89,736 | (871,195) | (54,461) |
Provision for (recovery of) income taxes | $ 143,826 | $ (776,364) | $ 6,282 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Expected statutory rate | 26.50% | 26.50% | 26.50% | |
Expected provision for income taxes | $ 102,323 | $ 66,131 | $ 77,056 | |
Effect of foreign tax rate differences | 2,352 | 8,647 | (71,478) | |
Change in valuation allowance | 1,779 | 520 | (34,999) | |
Amortization of deferred charges | 4,242 | 6,298 | 11,316 | |
Effect of permanent differences | 4,332 | 3,673 | 10,711 | |
Effect of changes in unrecognized tax benefits | 5,543 | 14,427 | (264) | |
Effect of withholding taxes | 7,927 | 3,845 | 3,457 | |
Difference in tax filings from provision | 1,321 | (7,836) | 8,959 | |
Effect of U.S. tax reform | 19,037 | 0 | 0 | |
Other Items | (5,030) | 4,045 | 1,524 | |
Impact of internal reorganization of subsidiaries | $ (876,100) | 0 | (876,114) | 0 |
Provision for (recovery of) income taxes | $ 143,826 | $ (776,364) | $ 6,282 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 37.20% | (311.10%) | ||
Increase in income tax expense | $ 920,200 | |||
Income tax benefit from reorganization | $ 876,100 | 0 | $ 876,114 | $ 0 |
Effect of U.S. tax reform | 19,037 | 0 | $ 0 | |
Increase in income tax expense of federal rate applied to pretax income | 29,900 | |||
Increase (decrease) in differences in tax filings from provision | 9,200 | |||
Decrease from reversal of reserves | 8,900 | |||
Decrease in deferred tax assets valuation allowance, amount | 2,100 | |||
Operating Loss Carryforwards [Line Items] | ||||
Investment tax credit | 55,200 | |||
Unrecognized tax benefits of deferred tax assets offset by valuation allowance | 10,500 | |||
Net unrecognized tax benefit excluding portion offset by valuation allowance | 167,200 | 163,000 | ||
Increase resulting from prior period tax positions, subject to recovery as an indemnified asset | 0 | 9,400 | ||
Possible decrease in tax expense in next 12 months | 9,100 | |||
Taxes paid on cash distribution | 28,500 | $ 22,100 | ||
Adjustment of deferred tax assets and liabilities | $ 19,000 | |||
Impact of changes in US tax legislation, as a percent | 4.90% | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 60,800 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 471,500 | |||
Deferred tax assets, operating loss carryforwards, not subject to expiration | $ 65,300 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets | ||
Non-capital loss carryforwards | $ 129,436 | $ 109,060 |
Capital loss carryforwards | 417 | 246 |
Undeducted scientific research and development expenses | 123,114 | 101,998 |
Depreciation and amortization | 829,369 | 887,735 |
Restructuring costs and other reserves | 17,202 | 22,956 |
Deferred revenue | 62,726 | 75,248 |
Other | 57,461 | 74,668 |
Total deferred tax asset | 1,219,725 | 1,271,911 |
Valuation Allowance | (80,924) | (58,925) |
Deferred tax liabilities | ||
Scientific research and development tax credits | (13,342) | (12,070) |
Acquired intangibles | 0 | 0 |
Other | (82,668) | (79,928) |
Deferred tax liabilities | (96,010) | (91,998) |
Net deferred tax asset | 1,042,791 | 1,120,988 |
Comprised of: | ||
Long-term assets | 1,122,729 | 1,215,712 |
Long-term liabilities | $ (79,938) | $ (94,724) |
Income Taxes - Changes in the B
Income Taxes - Changes in the Balance of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits as of Beginning of the Period | $ 174,530 | $ 174,485 |
Increases on account of current year positions | 6,483 | 5,675 |
Increases on account of prior year positions | 17,794 | 18,938 |
Decreases due to settlements with tax authorities | 0 | (16,332) |
Decreases due to lapses of statutes of limitations | (20,995) | (8,236) |
Unrecognized tax benefits as of End of the Period | $ 177,812 | $ 174,530 |
Income Taxes - Interest and Pen
Income Taxes - Interest and Penalties Related to Liabilities for Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Interest expense | $ 6,233 | $ 13,028 | $ 6,534 |
Penalties expense (recoveries) | (191) | 438 | (2,761) |
Total | $ 6,042 | $ 13,466 | $ 3,773 |
Income Taxes - Interest Accrued
Income Taxes - Interest Accrued and Penalties Accrued Related to Income Tax Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
Interest expense accrued | $ 54,058 | $ 47,402 |
Penalties accrued | $ 2,438 | $ 2,160 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Financial Assets: | ||
Marketable securities | $ 0 | $ 3,023,000 |
Fair Value, Measurements, Recurring | ||
Financial Assets: | ||
Marketable securities | 3,023,000 | |
Derivative financial instrument asset (note 16) | 0 | 1,174,000 |
Financial Assets | 0 | 4,197,000 |
Financial Liabilities: | ||
Derivative financial instrument liability (note 16) | (1,319,000) | 0 |
Financial Liabilities | (1,319,000) | 0 |
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | ||
Financial Assets: | ||
Marketable securities | 3,023,000 | |
Derivative financial instrument asset (note 16) | 0 | 1,174,000 |
Financial Assets | 0 | 4,197,000 |
Financial Liabilities: | ||
Derivative financial instrument liability (note 16) | (1,319,000) | 0 |
Financial Liabilities | $ (1,319,000) | $ 0 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
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 - Summar
Fair Value Measurement - Summary of Long-term Investments (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Fair Value Disclosures [Abstract] | |
Cost | $ 2,406 |
Gross Unrealized Gains | 617 |
Gross Unrealized (Losses) | 0 |
Estimated Fair Value | $ 3,023 |
Derivative Instruments and H103
Derivative Instruments and Hedging Activities - Fair Value in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
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 | $ 47,100 | $ 39,000 |
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) | $ (1,319) | |
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) | $ 1,174 | |
Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Contract maturity | 1 month | |
Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Contract maturity | 12 months |
Derivative Instruments and H104
Derivative Instruments and Hedging Activities - Effects on Income and Other Comprehensive Income (OCI) (Details) - Cash Flow Hedging - Foreign currency forward contracts - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Derivatives, Fair Value [Line Items] | ||
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | $ (647) | $ 129 |
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 0 | 0 |
Operating Expenses | ||
Derivatives, Fair Value [Line Items] | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 1,846 | $ (253) |
Special Charges (Recoveries) -
Special Charges (Recoveries) - Schedule of Special Charges Related to Restructuring Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Acquisition-related costs | $ 4,805 | $ 15,938 | $ 7,710 |
Other charges (recoveries) | 6,766 | 14,193 | 8,492 |
Total | 29,211 | 63,618 | 34,846 |
Fiscal 2018 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | 10,154 | 0 | 0 |
Fiscal 2017 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | 7,207 | 33,827 | 0 |
Restructuring Plans prior to Fiscal 2017 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Special charges | $ 279 | $ (340) | $ 18,644 |
Special Charges (Recoveries)106
Special Charges (Recoveries) - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Acquisition-related costs | $ 4,805 | $ 15,938 | $ 7,710 |
Other charges (recoveries) | 6,766 | 14,193 | 8,492 |
Special Charges | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition-related costs | 4,800 | 15,900 | 7,700 |
One-time ERP Implementation Project | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 3,500 | 11,000 | 8,500 |
System Implementation Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 2,900 | ||
Miscellaneous Other Charges | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 4,900 | 300 | |
Pre-acquisition Sales and Use Tax Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | (2,300) | ||
Pre-Acquisition Tax Liabilities being Settled, Released, or Statute Barred | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | (2,200) | (4,500) | (5,700) |
Commitment Fees | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 6,500 | ||
Post-Acquisition Integration Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 1,400 | 4,800 | |
Assets Disposed | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | 800 | 1,100 | |
Interest on Certain Pre-Acquisition Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Other charges (recoveries) | $ (1,300) | $ (500) | |
Fiscal 2018 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring costs | 12,000 | ||
Special charges recorded to date | 10,200 | ||
Fiscal 2017 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring costs | 45,000 | ||
Special charges recorded to date | $ 41,000 |
Special Charges (Recoveries)107
Special Charges (Recoveries) - Schedule of Restructuring Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fiscal 2018 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable as at June 30, 2017 | $ 0 | |
Accruals and adjustments | 10,154 | |
Cash payments | (9,334) | |
Foreign exchange and other non-cash adjustments | 903 | |
Balance payable as at June 30, 2018 | 1,723 | $ 0 |
Fiscal 2018 Restructuring Plan | Workforce Reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable as at June 30, 2017 | 0 | |
Accruals and adjustments | 8,511 | |
Cash payments | (8,845) | |
Foreign exchange and other non-cash adjustments | 892 | |
Balance payable as at June 30, 2018 | 558 | 0 |
Fiscal 2018 Restructuring Plan | Facility Costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable as at June 30, 2017 | 0 | |
Accruals and adjustments | 1,643 | |
Cash payments | (489) | |
Foreign exchange and other non-cash adjustments | 11 | |
Balance payable as at June 30, 2018 | 1,165 | 0 |
Fiscal 2017 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable as at June 30, 2017 | 11,414 | 0 |
Accruals and adjustments | 7,207 | 33,827 |
Cash payments | (13,969) | (16,612) |
Foreign exchange and other non-cash adjustments | 369 | (5,801) |
Balance payable as at June 30, 2018 | 5,021 | 11,414 |
Fiscal 2017 Restructuring Plan | Workforce Reduction | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable as at June 30, 2017 | 10,045 | 0 |
Accruals and adjustments | 3,432 | 31,595 |
Cash payments | (12,342) | (16,156) |
Foreign exchange and other non-cash adjustments | 455 | (5,394) |
Balance payable as at June 30, 2018 | 1,590 | 10,045 |
Fiscal 2017 Restructuring Plan | Facility Costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable as at June 30, 2017 | 1,369 | 0 |
Accruals and adjustments | 3,775 | 2,232 |
Cash payments | (1,627) | (456) |
Foreign exchange and other non-cash adjustments | (86) | (407) |
Balance payable as at June 30, 2018 | $ 3,431 | $ 1,369 |
Acquisitions - Acquisition of H
Acquisitions - Acquisition of Hightail, Inc. (Details) - USD ($) | Feb. 14, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,580,129,000 | $ 3,580,129,000 | $ 3,416,749,000 | $ 2,325,586,000 | |
Acquisition-related costs | 4,805,000 | $ 15,938,000 | $ 7,710,000 | ||
Hightail, Inc | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 20,500,000 | ||||
Goodwill | 7,293,000 | ||||
Goodwill expected to be tax deductible | 0 | ||||
Deferred revenue | 5,200,000 | ||||
Deferred revenue adjustment | 2,000,000 | ||||
Acquired receivables, fair value | 700,000 | ||||
Acquired receivables, gross contractual amount | 800,000 | ||||
Acquired receivables, estimated uncollectible | $ 100,000 | ||||
Acquisition-related costs | $ 500,000 | $ 500,000 |
Acquisitions - Acquisition o109
Acquisitions - Acquisition of Hightail, Inc., Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Feb. 14, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 2,325,586 | |
Hightail, Inc | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 1,290 | |||
Non-current tangible assets | 1,270 | |||
Liabilities assumed | (6,418) | |||
Total identifiable net assets | 13,242 | |||
Goodwill | 7,293 | |||
Net assets acquired | 20,535 | |||
Hightail, Inc | Customer assets | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets | 12,900 | |||
Hightail, Inc | Technology assets | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets | $ 4,200 |
Acquisitions - Acquisition of G
Acquisitions - Acquisition of Guidance Software (Details) - USD ($) $ in Thousands | Sep. 14, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Aug. 31, 2017 |
Purchase Price Allocation | ||||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 2,325,586 | |||
Acquisition-related costs | 4,805 | $ 15,938 | $ 7,710 | |||
Guidance Software Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 240,538 | |||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Cash consideration | 237,291 | |||||
Guidance shares already owned by OpenText through open market purchases (at fair value) | 3,247 | |||||
Preliminary purchase consideration | 240,538 | |||||
Purchase Price Allocation | ||||||
Current assets | 24,744 | |||||
Non-current tangible assets | 11,583 | |||||
Liabilities assumed | (48,670) | |||||
Total identifiable net assets | 110,738 | |||||
Goodwill | 129,800 | |||||
Net assets acquired | 240,538 | |||||
Cash acquired from acquisition | 5,700 | |||||
Goodwill expected to be tax deductible | 1,900 | |||||
Deferred revenue | 26,600 | |||||
Deferred revenue adjustment | 7,600 | |||||
Acquired receivables, fair value | 10,300 | |||||
Acquired receivables, gross contractual amount | 11,800 | |||||
Acquired receivables, estimated uncollectible | 1,500 | |||||
Remeasurement gain | 800 | |||||
Acquisition-related costs | 2,600 | |||||
Guidance Software Inc. | Appraisal Proceedings | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Loss contingency accrual | $ 2,300 | $ 2,300 | $ 10,800 | |||
Guidance Software Inc. | Customer assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | 71,230 | |||||
Guidance Software Inc. | Technology assets | ||||||
Purchase Price Allocation | ||||||
Acquired intangible assets | $ 51,851 |
Acquisitions - Appraisal Procee
Acquisitions - Appraisal Proceedings (Details) - Appraisal Proceedings - Guidance Software Inc. - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2018 | Aug. 31, 2017 | |
Business Acquisition [Line Items] | |||
Shares outstanding at acquisition (in shares) | 1,519,569 | ||
Percent of shares outstanding | 5.00% | ||
Loss contingency accrual | $ 2.3 | $ 2.3 | $ 10.8 |
Share price (in dollars per share) | $ 7.10 | ||
Payments for legal settlements | $ 8.5 |
Acquisitions - Acquisition of C
Acquisitions - Acquisition of Covisint Corporation (Details) - USD ($) $ in Thousands | Jul. 26, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | ||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 2,325,586 | |
Acquisition-related costs | 4,805 | $ 15,938 | $ 7,710 | |
Covisint Corporation | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 102,800 | |||
Purchase Price Allocation | ||||
Current assets | 41,586 | |||
Non-current tangible assets | 3,426 | |||
Liabilities assumed | (23,033) | |||
Total identifiable net assets | 75,879 | |||
Goodwill | 26,905 | |||
Net assets acquired | 102,784 | |||
Cash acquired from acquisition | 31,500 | |||
Goodwill expected to be tax deductible | 26,800 | |||
Deferred revenue | 12,200 | |||
Deferred revenue adjustment | 4,600 | |||
Acquired receivables, fair value | 7,800 | |||
Acquired receivables, gross contractual amount | 7,900 | |||
Acquired receivables, estimated uncollectible | 100 | |||
Acquisition-related costs | $ 900 | |||
Covisint Corporation | Customer assets | ||||
Purchase Price Allocation | ||||
Acquired intangible assets | 36,600 | |||
Covisint Corporation | Technology assets | ||||
Purchase Price Allocation | ||||
Acquired intangible assets | $ 17,300 |
Acquisitions - Purchase of an A
Acquisitions - Purchase of an Asset Group Constituting a Business - ECD Business (Details) - USD ($) $ in Thousands | Jan. 23, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | ||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 2,325,586 | |
ECD Business | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 1,620,000 | |||
Purchase Price Allocation | ||||
Current assets | 11,339 | |||
Non-current tangible assets | 103,672 | |||
Liabilities assumed | (182,301) | |||
Total identifiable net assets | 798,710 | |||
Goodwill | 823,684 | |||
Net assets acquired | 1,622,394 | |||
Goodwill expected to be tax deductible | 378,500 | |||
Deferred revenue | 163,800 | |||
Deferred revenue adjustment | 52,000 | |||
Contract assets acquired | 8,400 | |||
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 - Purchase of a114
Acquisitions - Purchase of an Asset Group Constituting a Business - CCM Business (Details) - USD ($) $ in Thousands | Jul. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | ||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 2,325,586 | |
CCM Business | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 315,000 | |||
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 | 105,100 | |||
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 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | ||||
Goodwill | $ 3,580,129,000 | $ 3,416,749,000 | $ 2,325,586,000 | |
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 | |||
Long-term deferred tax liabilities | (1,780,000) | |||
Other liabilities assumed | (27,497,000) | |||
Total identifiable net assets | 78,702,000 | |||
Goodwill | 91,405,000 | |||
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 | 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 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | ||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 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 a117
Acquisitions - Purchase of an Asset Group Constituting a Business - CEM Business (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Purchase Price Allocation | ||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 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 | 31,800 | |||
Customer assets | CEM Business | ||||
Purchase Price Allocation | ||||
Acquired intangible assets | 33,000 | |||
Technology assets | CEM Business | ||||
Purchase Price Allocation | ||||
Acquired intangible assets | $ 47,000 |
Acquisitions - Acquisition of D
Acquisitions - Acquisition of Daegis Inc. (Details) - USD ($) $ in Thousands | Nov. 23, 2015 | Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,580,129 | $ 3,416,749 | $ 2,325,586 | ||
Acquisition-related costs | $ 4,805 | $ 15,938 | $ 7,710 | ||
Daegis Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 23,300 | ||||
Purchase of business, net of cash acquired | 22,100 | ||||
Goodwill | $ 8,000 | ||||
Acquisition-related costs | $ 1,100 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Information - Revenue F
Segment Information - Revenue From External Customers Attributed To Foreign Countries By Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 2,815,241 | $ 2,291,057 | $ 1,824,228 |
Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 149,812 | 227,115 | 107,217 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 1,425,244 | 1,090,049 | 915,615 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 201,821 | 159,817 | 185,631 |
Germany | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 198,253 | 166,611 | 155,201 |
Rest of Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 517,693 | 394,132 | 270,114 |
All other countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 322,418 | $ 253,333 | $ 190,450 |
Segment Information - Entity-Wi
Segment Information - Entity-Wide Disclosure On Geographic Areas, Long-Lived Assets In Individual Foreign Countries By Country (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 1,560,842 | $ 1,699,960 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,027,858 | 1,283,589 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 441,940 | 339,246 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 13,253 | 11,583 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 8,282 | 6,694 |
Rest of Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 17,104 | 21,360 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 52,405 | $ 37,488 |
Supplemental Cash Flow Discl122
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the period for interest | $ 132,799 | $ 115,117 | $ 72,058 |
Cash received during the period for interest | 1,672 | 3,115 | 3,659 |
Cash paid during the period for income taxes | $ 73,437 | $ 83,086 | $ 40,431 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basic earnings per share | ||||
Net income attributable to OpenText | $ 242,224 | $ 1,025,659 | $ 284,477 | |
Basic earnings per share attributable to OpenText (in dollars per share) | $ 0.91 | $ 4.04 | $ 1.17 | |
Diluted earnings per share | ||||
Net income attributable to OpenText | $ 242,224 | $ 1,025,659 | $ 284,477 | |
Diluted earnings per share attributable to OpenText (in dollars per share) | $ 0.91 | $ 4.01 | $ 1.17 | |
Weighted-average number of shares outstanding | ||||
Basic (in shares) | 266,085 | 253,879 | 242,926 | |
Effect of dilutive securities (in shares) | 1,407 | 1,926 | 1,150 | |
Diluted (in shares) | 267,492 | 255,805 | 244,076 | |
Excluded as anti-dilutive (in shares) | 2,770 | 1,371 | 5,458 | |
Income tax benefit from reorganization | $ 876,100 | $ 0 | $ 876,114 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Director, Stephen Sadler | |||
Related Party Transaction [Line Items] | |||
Consultancy fees for business acquisition-related activities | $ 0.8 | $ 0.8 | $ 0.8 |
Subsequent Events - Cash Divide
Subsequent Events - Cash Dividends (Details) - $ / shares | Aug. 01, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||||
Dividends declared per common share (in dollars per share) | $ 0.5478 | $ 0.477000 | $ 0.4150 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per common share (in dollars per share) | $ 0.1518 |
Subsequent Events - Restructuri
Subsequent Events - Restructuring Plan (Details) - Fiscal 2019 Restructuring Plan - Subsequent Event $ in Millions | Aug. 01, 2018USD ($) |
Subsequent Event [Line Items] | |
Expected restructuring costs | $ 29 |
Workforce Reduction | |
Subsequent Event [Line Items] | |
Expected restructuring costs | 15 |
Facility Costs | |
Subsequent Event [Line Items] | |
Expected restructuring costs | $ 14 |