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Form 10-Q
(12-31-2009)
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v1.0.0.5
Statement Of Financial Position Classified (USD $)
In Thousands
Dec. 31, 2009
Jun. 30, 2009
ASSETS
Cash and cash equivalents $ 247,630 $ 275,819
Short-term investments (note 3) 8,414 0
Accounts receivable trade, net of allowance for doubtful accounts of $5,063 as of December 31, 2009 and $4,208 as of June 30, 2009 (note 4) 143,446 115,802
Income taxes recoverable (note 13) 7,555 4,496
Prepaid expenses and other current assets 26,255 18,172
Deferred tax assets (note 13) 18,940 20,621
Total current assets 452,240 434,910
Investments in marketable securities 0 13,103
Capital assets (note 5) 55,884 45,165
Goodwill (note 6) 712,967 576,111
Acquired intangible assets (note 7) 359,987 315,048
Deferred tax assets (note 13) 68,748 69,877
Other assets (note 8) 17,809 13,064
Long-term income taxes recoverable (note 13) 43,876 39,958
Total assets 1,711,511 1,507,236
Current liabilities:
Accounts payable and accrued liabilities (note 9) 122,660 116,992
Current portion of long-term debt (note 11) 3,508 3,449
Deferred revenues 191,736 189,397
Income taxes payable (note 13) 7,023 10,356
Deferred tax liabilities (note 13) 2,216 508
Total current liabilities 327,143 320,702
Long-term liabilities:
Accrued liabilities (note 9) 19,333 21,099
Pension liability (note 10) 16,188 15,803
Long-term debt (note 11) 298,601 299,234
Deferred revenues 12,132 7,914
Long-term income taxes payable 53,770 47,131
Deferred tax liabilities (note 13) 126,626 108,889
Total long-term liabilities 526,650 500,070
Shareholders' equity:
Share capital (note 12) 56,444,939 and 52,716,751 Common Shares issued and outstanding at December 31, 2009 and June 30, 2009, respectively; Authorized Common Shares: unlimited 590,328 457,982
Additional paid-in capital 57,233 52,152
Accumulated other comprehensive income 82,747 71,851
Retained earnings 127,410 104,479
Total shareholders' equity 857,718 686,464
Total liabilities and shareholders' equity $ 1,711,511 $ 1,507,236

v1.0.0.5
Statement Of Financial Position Classified (Parenthetical) (USD $)
In Thousands, except Share data
Dec. 31, 2009
Jun. 30, 2009
Accounts receivable trade, allowance for doubtful accounts $ 5,063 $ 4,208
Common Shares, issued and outstanding 56,444,939 52,716,751

v1.0.0.5
Statement Of Income (USD $)
In Thousands, except Per Share data
3 Months Ended 6 Months Ended
Dec. 31, 2009
Dec. 31, 2008
Dec. 31, 2009
Dec. 31, 2008
Revenues:
License $ 72,691 $ 64,852 $ 120,020 $ 114,926
Customer support 130,283 100,438 253,932 198,867
Service and other 44,816 42,361 85,260 76,481
Total revenues 247,790 207,651 459,212 390,274
Cost of revenues:
License 4,633 5,281 7,778 8,174
Customer support 21,493 17,356 42,432 32,923
Service and other 36,428 31,881 69,722 59,610
Amortization of acquired technology-based intangible assets 15,152 11,799 29,294 22,546
Total cost of revenues 77,706 66,317 149,226 123,253
Gross profit 170,084 141,334 309,986 267,021
Operating expenses:
Research and development 34,347 29,948 65,889 58,526
Sales and marketing 53,891 49,347 104,581 94,179
General and administrative 22,377 18,280 43,602 36,667
Depreciation 4,398 2,920 8,545 5,618
Amortization of acquired customer-based intangible assets 8,735 10,138 17,652 18,353
Special charges (note 16) 10,423 11,446 29,012 11,446
Total operating expenses 134,171 122,079 269,281 224,789
Income from operations 35,913 19,255 40,705 42,232
Other income (expense), net (1,671) (12,464) 1,769 (11,854)
Interest expense, net (2,716) (5,347) (5,762) (8,341)
Income before income taxes 31,526 1,444 36,712 22,037
Provision for income taxes (note 13) 10,325 683 13,781 6,615
Net income for the period $ 21,201 $ 761 $ 22,931 $ 15,422
Net income per share-basic (note 20) $ 0.38 $ 0.01 $ 0.41 $ 0.3
Net income per share-diluted (note 20) $ 0.37 $ 0.01 $ 0.4 $ 0.29
Weighted average number of Common Shares outstanding-basic 56,403 51,873 55,895 51,586
Weighted average number of Common Shares outstanding-diluted 57,448 53,242 56,964 52,955

v1.0.0.5
Statement Of Other Comprehensive Income (USD $)
In Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2009
Dec. 31, 2008
Dec. 31, 2009
Dec. 31, 2008
Sep. 30, 2009
Jun. 30, 2009
Sep. 30, 2008
Jun. 30, 2008
Retained earnings, beginning of period $ 106,209 $ 62,202 $ 104,479 $ 47,541
Net income 21,201 761 22,931 15,422
Retained earnings, end of period $ 127,410 $ 62,963 $ 127,410 $ 62,963 $ 106,209 $ 104,479 $ 62,202 $ 47,541

v1.0.0.5
Statement Of Cash Flows Indirect (USD $)
In Thousands
6 Months Ended
Dec. 31, 2009
Dec. 31, 2008
Cash flows from operating activities:
Net income for the period $ 22,931 $ 15,422
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 55,491 46,517
In-process research and development 0 121
Share-based compensation expense 5,449 2,533
Employee long-term incentive plan 5,646 2,805
Excess tax benefits on share-based compensation expense (697) (6,653)
Pension expense 410 906
Amortization of debt issuance costs 734 550
Unrealized (gain) loss on financial instruments (3,872) 807
Loss on sale and write down capital assets 453 269
Unrealized gain on marketable securities (4,353) 0
Deferred taxes (1,300) 3,915
Changes in operating assets and liabilities:
Accounts receivable 1,387 32,790
Prepaid expenses and other current assets (3,323) (1,470)
Income taxes (8,004) 6,469
Accounts payable and accrued liabilities (11,810) (16,046)
Deferred revenue (24,029) (25,613)
Other assets 1,857 1,334
Net cash provided by operating activities 36,970 64,656
Cash flows from investing activities:
Additions of capital assets-net (11,764) (2,094)
Purchase of Vignette Corporation, net of cash acquired (90,600) 0
Purchase of Captaris Inc., net of cash acquired 0 (101,033)
Purchase of eMotion LLC, net of cash acquired (556) (3,635)
Purchase of a division of Spicer Corporation 0 (10,836)
Purchase consideration for prior period acquisitions (8,240) (12,366)
Investments in marketable securities 0 (3,608)
Maturity of short-term investments 38,525 0
Net cash used in investing activities (72,635) (133,572)
Cash flow from financing activities:
Excess tax benefits on share-based compensation expense 697 6,653
Proceeds from issuance of Common Shares 6,142 6,039
Repayment of long-term debt (1,734) (1,721)
Debt issuance costs (1,024) 0
Net cash provided by financing activities 4,081 10,971
Foreign exchange gain (loss) on cash held in foreign currencies 3,395 (24,101)
Decrease in cash and cash equivalents during the period (28,189) (82,046)
Cash and cash equivalents at beginning of the period 275,819 254,916
Cash and cash equivalents at end of the period $ 247,630 $ 172,870

v1.0.0.5
BASIS OF PRESENTATION
6 Months Ended
Dec. 31, 2009
USD / shares
BASIS OF PRESENTATION

NOTE 1—BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements (consolidated financial statements) include the accounts of Open Text Corporation and our wholly owned subsidiaries, collectively referred to as “Open Text” or the “Company”. 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). These financial statements are based upon accounting policies and the methods of their application are consistent with those used and described in our annual consolidated financial statements for the fiscal year ended June 30, 2009. The consolidated financial statements do not include certain financial statement disclosures included in the annual consolidated financial statements prepared in accordance with U.S. GAAP and therefore should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the financial results of Vignette Corporation (Vignette), with effect from July 22, 2009 (see Note 17). The operating results for the three and six months ended December 31, 2009 are not necessarily indicative of the results expected for any succeeding quarter or the entire fiscal year ending June 30, 2010.

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) allowance for doubtful accounts, (iii) testing goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) asset retirement obligations, (x) realization of investment tax credits, (xi) the valuation of stock options granted and liabilities related to share-based payments, including the valuation of our long-term incentive plan, (xii) the valuation of financial instruments, (xiii) the valuation of pension assets and obligations, and (xiv) accounting for income taxes.

 

Comprehensive income (loss)

The following table sets forth the components of comprehensive income (loss) for the reporting periods indicated:

 

     Three months ended
December 31,
    Six months ended
December 31,
 
     2009     2008     2009     2008  

Net income for the period

   $ 21,201      $ 761      $ 22,931      $ 15,422   

Other comprehensive income (loss)—net of tax, where applicable:

        

Foreign currency translation adjustments

     (1,903     (12,969     16,545        (54,224

Unrealized gain (loss) on short-term investments

     3        —          (34     —     

Unrealized loss on investment in marketable securities

     —          (509     —          (768

Release of unrealized gain on marketable securities to income

     —          —          (4,353     —     

Unrealized (loss) on cash flow hedges

     (1,475     —          (1,062     —     

Actuarial gain (loss) relating to defined benefit pension plans

     70        —          (200     —     
                                

Comprehensive income (loss) for the period

   $ 17,896      $ (12,717   $ 33,827      $ (39,570
                                

v1.0.0.5
NEW ACCOUNTING PRONOUNCEMENTS AND ACCOUNTING POLICY UPDATES
6 Months Ended
Dec. 31, 2009
USD / shares
NEW ACCOUNTING PRONOUNCEMENTS AND ACCOUNTING POLICY UPDATES

NOTE 2—NEW ACCOUNTING PRONOUNCEMENTS AND ACCOUNTING POLICY UPDATES

Business Combinations

On July 1, 2009, we adopted the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805 “Business Combinations” (ASC Topic 805). Our acquisition of Vignette was accounted for in accordance with this new business combination standard (see Notes 6 and 17).

Accounting Standards Codification

In June 2009, the FASB issued Statement No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (the Codification). The Codification has become the single source of authoritative non-government U.S generally accepted accounting principles (GAAP), superseding various existing authoritative accounting pronouncements. The Codification eliminates the GAAP hierarchy contained in Statement No. 162 and establishes one level of authoritative GAAP. All other U.S. GAAP literature is considered non-authoritative. This Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted the Codification in our first quarter of Fiscal 2010. There was no change to our consolidated financial statements due to the implementation of the Codification other than changes in reference to various authoritative accounting pronouncements in our Notes to consolidated financial statements.

Measuring Liabilities at Fair Value

In August 2009, the FASB issued Accounting Standards Update 2009-05, “Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value” (ASU 2009-05). ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value of such liability using one or more of the techniques prescribed by the update. We adopted ASU 2009-05 in our first quarter of Fiscal 2010 and its adoption did not have a material impact on our consolidated financial statements.

Revenue Recognition Updates

In October 2009, the FASB issued Accounting Standards Update 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements” (ASU 2009-13). ASU 2009-13 applies to multiple-deliverable revenue arrangements that are currently within the scope of FASB ASC Subtopic 605-25 (previously included in Emerging Issues Task Force Issue no. 00-21, “Revenue Arrangements with Multiple Deliverables”). ASU 2009-13 provides principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. It also requires an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price. The guidance eliminates the use of the residual method, requires entities to allocate revenue using the relative-selling-price method, and significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. Additionally, in October 2009 the FASB also issued Accounting Standards Update 2009-14 (Topic 985): “Certain Revenue Arrangements that Include Software Arrangements” (ASU 2009-14). ASU 2009-14 focuses on determining which arrangements are within the scope of the software revenue guidance in ASC Topic 985 (previously included in AICPA Statement of Position no. 97-2, Software Revenue Recognition) and those that are not. ASU 2009-14 removes tangible products from the scope of the software revenue guidance if the products contain both software and non-software components that function together to deliver a product’s essential functionality and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are within the scope of the software revenue guidance. Both of these updates are effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We are currently assessing the impact of these updates on our future consolidated financial statements.

v1.0.0.5
SHORT-TERM INVESTMENTS
6 Months Ended
Dec. 31, 2009
USD / shares
SHORT-TERM INVESTMENTS

NOTE 3—SHORT-TERM INVESTMENTS

Short-term investments consist of certain marketable investments in U.S government agencies. These investments were acquired by us as part of our acquisition of Vignette (see Note 17), and are accounted for as “Available-for-sale” investments. Unrealized gains or losses on these investments are included in Accumulated Other Comprehensive Income (AOCI). An unrealized gain of $3,000 and an unrealized loss of $34,000 was recorded within AOCI during the three and six months ended December 31, 2009, respectively, relating to the change in fair value of these investments from the date of acquisition of Vignette (July 21, 2009) to December 31, 2009. As of December 31, 2009, the fair value of these investments was $8.4 million based upon quoted market prices.

v1.0.0.5
ALLOWANCE FOR DOUBTFUL ACCOUNTS
6 Months Ended
Dec. 31, 2009
USD / shares
ALLOWANCE FOR DOUBTFUL ACCOUNTS

NOTE 4—ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Balance of allowance for doubtful accounts as of June 30, 2009

   $ 4,208   

Bad debt expense for the period

     2,632   

Write-offs /adjustments

     (1,777
        

Balance of allowance for doubtful accounts as of December 31, 2009

   $ 5,063   
        

v1.0.0.5
CAPITAL ASSETS
6 Months Ended
Dec. 31, 2009
USD / shares
CAPITAL ASSETS

NOTE 5—CAPITAL ASSETS

 

     As of December 31, 2009
     Cost    Accumulated
Depreciation
   Net

Furniture and fixtures

   $ 14,981    $ 9,687    $ 5,294

Office equipment

     8,176      6,964      1,212

Computer hardware

     89,971      75,332      14,639

Computer software

     33,006      24,546      8,460

Leasehold improvements

     25,435      15,068      10,367

Land and buildings

     17,799      1,887      15,912
                    
   $ 189,368    $ 133,484    $ 55,884
                    
     As of June 30, 2009
     Cost    Accumulated
Depreciation
   Net

Furniture and fixtures

   $ 11,472    $ 7,677    $ 3,795

Office equipment

     8,696      7,674      1,022

Computer hardware

     77,813      66,118      11,695

Computer software

     28,094      20,679      7,415

Leasehold improvements

     19,662      13,074      6,588

Land and buildings

     16,163      1,513      14,650
                    
   $ 161,900    $ 116,735    $ 45,165
                    

v1.0.0.5
GOODWILL
6 Months Ended
Dec. 31, 2009
USD / shares
GOODWILL

NOTE 6—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, 2009:

 

Balance, June 30, 2009

   $ 576,111   

Acquisition of Vignette Corporation (note 17)

     132,524   

Adjustments relating to prior acquisitions

     (250

Adjustments on account of foreign exchange

     4,582   
        

Balance, December 31, 2009

   $ 712,967   
        

v1.0.0.5
ACQUIRED INTANGIBLE ASSETS
6 Months Ended
Dec. 31, 2009
USD / shares
ACQUIRED INTANGIBLE ASSETS

NOTE 7—ACQUIRED INTANGIBLE ASSETS

 

     Technology
Assets
    Customer
Assets
    Total  

Net book value, June 30, 2009

   $ 173,547      $ 141,501      $ 315,048   

Acquisition of Vignette Corporation (note 17)

     68,200        22,700        90,900   

Amortization expense

     (29,294     (17,652     (46,946

Foreign exchange and other impacts

     519        466        985   
                        

Net book value, December 31, 2009

   $ 212,972      $ 147,015      $ 359,987   
                        

 

The range of amortization periods for intangible assets is from 4-10 years.

The following table shows the estimated future amortization expense for the fiscal years indicated below. This calculation assumes no future adjustments to acquired intangible assets:

 

     Fiscal years ending
June 30,

2010 (six months ended June 30)

   $ 47,649

2011

     93,580

2012

     91,049

2013

     88,349

2014 and beyond

     39,360
      

Total

   $ 359,987
      

v1.0.0.5
OTHER ASSETS
6 Months Ended
Dec. 31, 2009
USD / shares
OTHER ASSETS

NOTE 8—OTHER ASSETS

 

     As of December 31,
2009
   As of June 30,
2009

Debt issuance costs

   $ 5,022    $ 4,728

Deposits and restricted cash

     7,718      4,615

Long-term prepaid expenses and other long-term assets

     4,758      3,130

Pension assets

     311      591
             
   $ 17,809    $ 13,064
             

Debt issuance costs relate primarily to costs incurred for the purpose of obtaining long-term debt used to partially finance the Hummingbird acquisition and are being amortized over the life of the long-term debt. Deposits and restricted cash relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of facility-based lease agreements. Long-term prepaid expenses and other long-term assets primarily relate to certain advance payments on long-term licenses that are being amortized over the applicable terms of the licenses. Pension assets relate to defined benefit pension plans for legacy IXOS employees and directors (see Note 10), recognized under ASC Topic 715 “Compensation—Retirement Benefits”.

v1.0.0.5
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
6 Months Ended
Dec. 31, 2009
USD / shares
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 9—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Current liabilities

Accounts payable and accrued liabilities are comprised of the following:

 

     As of December 31,
2009
   As of June 30,
2009

Accounts payable—trade

   $ 3,823    $ 15,465

Accrued salaries and commissions

     35,097      31,973

Accrued liabilities

     60,171      49,527

Amounts payable in respect of restructuring (note 16)

     13,644      5,061

Amounts payable in respect of acquisitions and acquisition related accruals

     8,209      12,992

Asset retirement obligations

     1,716      1,974
             
   $ 122,660    $ 116,992
             

 

Long-term accrued liabilities

 

     As of December 31,
2009
   As of June 30,
2009

Amounts payable in respect of restructuring (note 16)

   $ 899    $ 849

Amounts payable in respect of acquisitions and acquisition related accruals

     4,186      7,128

Other accrued liabilities

     7,516      7,936

Asset retirement obligations

     6,732      5,186
             
   $ 19,333    $ 21,099
             

Asset retirement obligations

We are required to return certain of our leased facilities to their original state at the conclusion of our lease. We have accounted for such obligations in accordance with ASC Topic 410 “Asset Retirement and Environmental Obligations”. As of December 31, 2009 the present value of this obligation was $8.4 million (June 30, 2009 – $7.2 million), with an undiscounted value of $10.0 million (June 30, 2009 – $8.7 million).

Accruals relating to acquisitions

In relation to our acquisitions made before July 1, 2009, the date on which we adopted ASC Topic 805, we have accrued for costs relating to legacy workforce reductions and abandonment of excess legacy facilities. Such accruals were capitalized as part of the cost of the subject acquisition and in the case of abandoned facilities, have been recorded at present value less our best estimate for future sub-lease income and costs incurred to achieve sub-tenancy. The accrual for workforce reductions is extinguished against the payments made to the employees and in the case of excess facilities, will be discharged over the term of the respective leases. Any excess of the difference between the present value and actual cash paid for the abandoned facility will be charged to income and any deficits will be reversed to goodwill. The provisions for abandoned facilities are expected to be paid by February 2015.

 

The following table summarizes the activity with respect to our acquisition accruals during the six months ended December 31, 2009.

 

     Balance
June 30,
2009
   Initial
Accruals
   Usage/
Foreign
Exchange/
Other
Adjustments
    Subsequent
Adjustments
to Goodwill
    Balance
December 31,
2009

Captaris

            

Employee termination costs

   $ 4,916    $ —      $ (3,072   $ (110   $ 1,734

Excess facilities

     6,123      —        (1,632     147        4,638

Transaction-related costs

     —        —        (49     49        —  
                                    
     11,039      —        (4,753     86        6,372

Hummingbird

            

Employee termination costs

     25      —        (25     —          —  

Excess facilities

     1,463      —        (669     (235 )     559

Transaction-related costs

     —        —        —          —          —  
                                    
     1,488      —        (694     (235 )     559

IXOS

            

Employee termination costs

     —        —        —          —          —  

Excess facilities

     7,483      —        (2,133     —          5,350

Transaction-related costs

     —        —        —          —          —  
                                    
     7,483      —        (2,133     —          5,350

Centrinity

            

Employee termination costs

     —        —        —          —          —  

Excess facilities

     110      —        4        —          114

Transaction-related costs

     —        —        —          —          —  
                                    
     110      —        4        —          114

Totals

            

Employee termination costs

     4,941      —        (3,097     (110     1,734

Excess facilities

     15,179      —        (4,430     (88     10,661

Transaction-related costs

     —        —        (49     49        —  
                                    
   $ 20,120    $ —      $ (7,576   $ (149   $ 12,395
                                    

The adjustments to goodwill primarily relate to adjustments to amounts accrued for employee termination costs and excess facilities accounted for in accordance with EITF 95-3. The goodwill adjustments relating to amounts accrued for transaction costs are accounted for in accordance with SFAS 141, as they relate to acquisitions consummated prior to the adoption of ASC Topic 805 (on July 1, 2009).

v1.0.0.5
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS
6 Months Ended
Dec. 31, 2009
USD / shares
PENSION PLANS AND OTHER POST RETIREMENT BENEFITS

NOTE 10—PENSION PLANS AND OTHER POST RETIREMENT BENEFITS

CDT Defined Benefit Plan and CDT Long-term Employee Benefit Obligations:

On November 1, 2008, the following unfunded defined benefit pension plan and long-term employee benefit obligations were acquired, relating to legacy Captaris employees of a wholly owned subsidiary of Captaris called Captaris Document Technologies GmbH (CDT). As of December 31, 2009 and June 30, 2009, the balances relating to these obligations were as follows:

 

     Total benefit
obligation
   Current portion of
benefit
obligation*
   Noncurrent portion of
benefit obligation

CDT defined benefit plan

   $ 15,539    $ 442    $ 15,097

CDT Anniversary plan

     825      217      608

CDT early retirement plan

     483      —        483
                    

Total as of December 31, 2009

   $ 16,847    $ 659    $ 16,188
                    
     Total benefit
obligation
   Current portion of
benefit
obligation*
   Noncurrent portion of
benefit obligation

CDT defined benefit plan

   $ 14,828    $ 362    $ 14,466

CDT Anniversary plan

     960      214      746

CDT early retirement plan

     591      —        591
                    

Total as of June 30, 2009

   $ 16,379    $ 576    $ 15,803
                    

 

* The current portion of the benefit obligation has been included within Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

CDT Defined Benefit 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.

The following are the components of net periodic benefit costs for the CDT pension plan and the details of the change in the benefit obligation for the periods indicated:

 

     As of December 31,
2009
    As of June 30,
2009
 

Benefit obligation–beginning

   $ 14,828   $ 13,489 ** 

Service cost

     213        349   

Interest cost

     456        585   

Benefits paid

     (161     (134

Curtailment (gain)/ loss

     94        (271

Actuarial gain

     (95     (734

Foreign exchange

     204        1,544   
                

Benefit obligation–ending

     15,539        14,828   

Less: current portion

     (442     (362
                

Noncurrent portion of benefit obligation

   $ 15,097      $ 14,466   
                

 

 

* Benefit obligation as of June 30, 2009.
** Benefit obligation as of November 1, 2008 (date of acquisition).

The following are the details of net pension expense for the CDT pension plan for the following periods indicated:

 

     Three months ended
December 31, 2009
   Six months ended
December 31, 2009

Pension expense:

     

Service cost

   $ 105    $ 213

Interest cost

     226      456
             

Net pension expense

   $ 331    $ 669
             
     Three and six months ended
December 31, 2008
    

Pension expense:

     

Service cost

   $ 99   

Interest cost

     142   
         

Net pension expense

   $ 241   
         

The CDT pension plan is an unfunded plan and therefore no contributions have been made since the inception of the plan.

In determining the fair value of the CDT pension plan as of December 31, 2009 and June 30, 2009, respectively, we used the following weighted-average key assumptions:

 

Assumptions:

  

Salary increases

   2.25

Pension increases

   1.50

Discount rate

   6.00

Employee fluctuation rate:

  

to age 30

   1.00

to age 35

   0.50

to age 40

   0.00

to age 45

   0.50

to age 50

   0.50

from age 51

   1.00

Anticipated pension payments under the CDT pension plan, for the fiscal years indicated below are as follows:

 

2010 (six months ended June 30)

   $ 221

2011

     456

2012

     482

2013

     537

2014

     627

2015 to 2019

     4,756
      

Total

   $ 7,079
      

 

CDT Long-term Employee Benefit Obligations.

CDT’s long-term employee benefit obligations arise under CDT’s “Anniversary plan” and an early retirement plan. The obligation is unfunded and carried at a fair value of $0.8 million for the Anniversary plan and $0.5 million for the early retirement plan, as of December 31, 2009 ($1.0 million and $0.6 million, respectively, as of June 30, 2009).

The Anniversary plan is a defined benefit plan for long-tenured CDT employees. The plan provides for a lump-sum payment to employees of two months of salary upon reaching the anniversary of twenty-five years of service and three months of salary upon reaching the anniversary of forty years of service. The early retirement plan is designed to create an incentive for employees, within a certain age group, to transition from (full or part-time) employment into retirement before their legal retirement age. This plan allows employees, upon reaching a certain age, to elect to work full-time for a period of time and be paid 50% of their full-time salary. After working within this arrangement for a designated period of time, the employee is eligible to take early retirement and receive payments from the earned but unpaid salaries until they are eligible to receive payments under the postretirement benefit plan discussed above. Benefits under the early retirement plan are generally based on the employee’s compensation and the number of years of service.

IXOS AG Defined Benefit Plans

Included within “Other Assets” are net pension assets of $0.3 million (June 30, 2009 – $0.6 million) relating to two IXOS defined benefit pensions plans (IXOS pension plans) in connection with certain former members of the IXOS Board of Directors and certain IXOS employees, respectively (See Note 8). The net periodic pension cost with respect to the IXOS pension plans is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and the expected return on plan assets. The fair value of our total plan assets under the IXOS pension plans, as of December 31, 2009, is $3.8 million (June 30, 2009 – $3.5 million). The fair value of our total pension obligation under the IXOS pension plans as of December 31, 2009 is $3.5 million (June 30, 2009 – $2.9 million).

v1.0.0.5
LONG-TERM DEBT
6 Months Ended
Dec. 31, 2009
USD / shares
LONG-TERM DEBT

NOTE 11—LONG-TERM DEBT

Long-term debt

Long-term debt is comprised of the following:

 

     As of December 31,
2009
   As of June 30,
2009

Long-term debt

     

Term loan

   $ 289,516    $ 291,012

Mortgage

     12,593      11,671
             
     302,109      302,683

Less:

     

Current portion of long-term debt

     

Term loan

     2,993      2,993

Mortgage

     515      456
             
     3,508      3,449
             

Long-term portion of long-term debt

   $ 298,601    $ 299,234
             

 

Term loan and Revolver

On October 2, 2006, we entered into a $465.0 million credit agreement (the credit agreement) with a Canadian chartered bank (the bank) consisting of a $390.0 million term loan facility (the term loan) and a $75.0 million committed revolving long-term credit facility (the revolver). The term loan was used to finance a portion of our Hummingbird acquisition. We have not made any withdrawals under the revolver from the inception date to current date.

Term loan

The term loan has a seven year term, expires on October 2, 2013 and bears interest at a floating rate of LIBOR plus 2.25%. The quarterly scheduled term loan principal repayments are equal to 0.25% of the original principal amount, due each quarter with the remainder due at the end of the term, less ratable reductions for any non-scheduled prepayments made. From October 2, 2006 (the inception of the loan) to December 31, 2009, we have made total non-scheduled prepayments of $90.0 million towards the principal on the term loan. Our current quarterly scheduled principal payment is approximately $0.7 million.

For the three and six months ended December 31, 2009, we recorded interest expense of $1.9 million and $3.7 million, respectively, (three and six months ended December 31, 2008-$3.7 million and $7.2 million, respectively), relating to the term loan.

Revolver

The revolver has a five year term and expires on October 2, 2011. Borrowings under this facility bear interest at rates specified in the credit agreement. The revolver is subject to a “stand-by” fee ranging between 0.30% and 0.50% per annum depending on our consolidated leverage ratio. There were no borrowings outstanding under the revolver as of December 31, 2009.

For the three and six months ended December 31, 2009, we recorded interest expense of $57,000 and $0.1 million respectively, (three and six months ended December 31, 2008 – $55,000 and $0.1 million, respectively), on account of stand-by fees relating to the revolver.

Mortgage

The mortgage consists of a five year mortgage agreement entered into during December 2005 with the bank. The original principal amount of the mortgage was Canadian $15.0 million. The mortgage: (i) has a fixed term of five years, (ii) matures on January 1, 2011, and (iii) is secured by a lien on our headquarters in Waterloo, Ontario. Interest accrues monthly at a fixed rate of 5.25% per annum. Principal and interest are payable in monthly installments of Canadian $0.1 million with a final lump sum principal payment of Canadian $12.6 million due on maturity.

As of December 31, 2009, the carrying value of the building was $15.9 million (June 30, 2009 – $14.7 million).

For the three and six months ended December 31, 2009, we recorded interest expense of $0.2 million and $0.3 million (three and six months ended December 31, 2008 – $0.1 million and $0.3 million, respectively), relating to the mortgage.

v1.0.0.5
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS
6 Months Ended
Dec. 31, 2009
USD / shares
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS

NOTE 12—SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS

Share Capital

Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of first preference shares. No preference shares have been issued.

We did not repurchase any Common Shares during the three and six months ended December 31, 2009 and 2008.

Share-Based Payments

Summary of Outstanding Stock Options

As of December 31, 2009, options to purchase an aggregate of 2,660,879 Common Shares were outstanding and 1,566,595 Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. The exercise price of the options we grant is set at an amount that is not less than the closing price of our Common Shares on the trading day for the NASDAQ immediately preceding the applicable grant date.

A summary of option activity under our stock option plans for the six months ended December 31, 2009 is as follows:

 

     Options     Weighted-
Average Exercise
Price
   Weighted-
Average
Remaining
Contractual Term
(years)
   Aggregate Intrinsic Value
($’000s)

Outstanding at June 30, 2009

   2,828,989      $ 20.71      

Granted

   135,000        37.52      

Exercised

   (299,058     19.03      

Forfeited or expired

   (4,052     17.46      
              

Outstanding at December 31, 2009

   2,660,879      $ 21.76    3.82    $ 50,269
                        

Exercisable at December 31, 2009

   1,727,527      $ 18.12    3.20    $ 38,916
                        

Share-based compensation cost included in the Condensed Consolidated Statements of Income for the three and six months ended December 31, 2009 was approximately $1.9 million and $5.4 million respectively, inclusive of charges of $1.0 million and $3.2 million respectively, booked to Special charges (see Note 16).

Share-based compensation cost included in the Condensed Consolidated Statements of Income for the three and six months ended December 31, 2008 was approximately $1.1 million and $2.5 million, respectively.

We estimate the fair value of stock options using the Black-Scholes option pricing model, consistent with the provisions of ASC Topic 718 “Compensation—Stock Compensation” (ASC Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data.

 

We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

For the periods indicated, the following weighted-average fair value of options and weighted-average assumptions used were as follows:

 

     Three months ended
December 31,
    Six months ended
December 31,
 
     2009     2008     2009     2008  

Weighted–average fair value of options granted

   $ 13.05      $ 10.13      $ 13.14      $ 12.47   

Weighted-average assumptions used:

        

Expected volatility

     39     41     39     42

Risk–free interest rate

     2.4     1.28     2.4     2.9

Expected dividend yield

     0     0     0     0

Expected life (in years)

     4.3        4.4        4.3        4.4   

Forfeiture rate (based on historical rates)

     5     5     5     5

As of December 31, 2009, the total compensation cost related to the unvested stock awards not yet recognized was $8.2 million, which will be recognized over a weighted average period of approximately 2 years.

As of December 31, 2008, the total compensation cost related to the unvested stock awards not yet recognized was $12.5 million, which will be recognized over a weighted average period of approximately 3 years.

In each of the above periods, no cash was used by us to settle equity instruments granted under share-based compensation arrangements.

We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented.

For the three and six months ended December 31, 2009, cash in the amount of $1.4 million and $5.7 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2009 from the exercise of options eligible for a tax deduction was $6,000 and $0.7 million, respectively, which was recorded as additional paid-in capital.

For the three and six months ended December 31, 2008, cash in the amount of $0.4 million and $5.6 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2008 from the exercise of options eligible for a tax deduction was $24,000 and $6.6 million, respectively, which was recorded as additional paid-in capital.

 

Long Term Incentive Plans

On September 10, 2007, our Board of Directors approved the implementation of a Long-Term Incentive Plan called the “Open Text Corporation Long-Term Incentive Plan” (LTIP). Grants made in Fiscal 2008 under the LTIP (LTIP 1) took effect in Fiscal 2008, starting on July 1, 2007. The LTIP is a rolling three year program whereby we make a series of annual grants, each of which covers a three year performance period, to certain of our employees, and which vests upon the employee and/or the Company meeting pre-determined performance and market-based criteria. Awards under LTIP 1 may be equal to either 100% or 150% of target. The maximum amount that an employee may receive with regard to any single performance criterion is 1.5 times the target award for that criterion. Grants made in Fiscal 2009 under the LTIP (LTIP 2) took effect in Fiscal 2009 starting on July 1, 2008. Awards under LTIP 2 may be equal to 100% of the target. We expect to settle the LTIP 1 and LTIP 2 awards in cash.

Consistent with the provisions of FASB ASC Topic 718, we have measured the fair value of the liability under the LTIP as of December 31, 2009 and recorded an expense relating to such liability to compensation cost in the amount of $3.0 million for the three months ended December 31, 2009 and $5.6 million for the six months ended December 31, 2009 (three and six months ended December 31, 2008 – $1.7 million and $2.8 million, respectively). The outstanding liability under the LTIP as of December 31, 2009 was $12.1 million (June 30, 2009 – $6.2 million ) and is re-measured based upon the change in the fair value of the liability, as of the end of every reporting period, and a cumulative adjustment to compensation cost for the change in fair value is recognized. The cumulative compensation expense recognized upon completion of the LTIP will be equal to the payouts made.

v1.0.0.5
INCOME TAXES
6 Months Ended
Dec. 31, 2009
USD / shares
INCOME TAXES

NOTE 13—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.

Upon adoption of FIN 48 we elected to follow an accounting policy to classify interest related to liabilities for income tax expense under the “Interest income (expense), net” line and penalties related to liabilities for income tax expense under the “Other income (expense)” line of our Condensed Consolidated Statements of Income. For the three and six months ended December 31, 2009, we recognized interest in the amount of $0.3 million and $1.2 million, respectively (three and six months ended December 31, 2008, $0.6 million and $1.1 million, respectively) and penalties in the amount of nil and a recovery of $0.2 million, respectively (three and six months ended December 31, 2008, nil). The amount of interest and penalties accrued as of December 31, 2009 was $5.8 million ($4.1 million as of June 30, 2009) and $9.8 million ($9.4 million as of June 30, 2009), respectively. Included in these balances as of December 31, 2009, are accrued interest and penalties of $0.5 million and $0.6 million, respectively, relating to the acquisition of Vignette (see Note 17).

We believe that it is reasonably possible that the gross unrecognized tax benefits, as of December 31, 2009 could increase in the next 12 months by $1.1 million (June 30, 2009, decrease by $0.2 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 three most significant tax jurisdictions are Canada, the United States and Germany. Our tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Tax years that remain open to examinations by local taxing authorities vary by jurisdiction up to ten years.

We are subject to tax examinations in all major taxing jurisdictions in which we operate and currently have examinations open in Canada, Germany, the United States, France and Spain. 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.

We believe that we have adequately provided for any reasonably foreseeable outcomes related to our tax examinations and that any settlement will not have a material adverse effect on our consolidated financial position or results of operations. However, we cannot predict with any level of certainty the exact nature of any future possible settlements.

v1.0.0.5
FAIR VALUE MEASUREMENTS
6 Months Ended
Dec. 31, 2009
USD / shares
FAIR VALUE MEASUREMENTS

NOTE 14—FAIR VALUE MEASUREMENTS

ASC Topic 820 “Fair Value Measurements and Disclosures” (ASC 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, ASC Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

 

   

Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

   

Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

   

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis:

Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2009:

 

     December 31, 2009    Fair Market Measurements using:
      Quoted prices
in active
markets for
identical
assets
   Significant
other
observable
inputs
   Significant
unobservable
inputs
      (Level 1)    (Level 2)    (Level 3)

Financial Assets:

           

Short-term investments

   $ 8,414    $ 8,414    $ n/a    $ n/a

Derivative financial instrument assets (note 15)

     2,919      n/a      2,919      n/a
                           
   $ 11,333    $ 8,414    $ 2,919    $ n/a
                           

Financial Liabilities:

           

Derivative financial instrument liabilities (note 15)

   $ 226    $ n/a    $ 226    $ n/a
                           

Our valuation techniques used to measure the fair values of our marketable securities were derived from quoted market prices as an active market for these securities exists. Our valuation techniques used to measure the fair values of the derivative instruments, the counterparty to which has high credit ratings, were derived from the pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for the derivative instruments. Our discounted cash flow techniques use observable market inputs, such as foreign currency spot and forward rates.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We measure certain assets at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the three and six months ended December 31, 2009, no indications of impairment were identified and therefore no fair value measurements were required.

v1.0.0.5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
6 Months Ended
Dec. 31, 2009
USD / shares
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 15—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Foreign Currency Forward Contracts

On December 30, 2008, we entered into a hedging program with a Canadian chartered bank, to limit the potential foreign exchange fluctuations on future intercompany royalties and management fees that are expected to be earned by our Canadian subsidiary from one of our U.S. subsidiaries. The program seeks to hedge intercompany royalties and management fees. The contracts settle within eight to twelve months from inception date and we do not use these forward contracts for trading or speculative purposes.

Our hedging strategy, under this program, is to limit the potential volatility associated with the foreign currency gains and losses that may be experienced upon the eventual settlement of these transactions.

We have designated these transactions as cash flow hedges of forecasted transactions under ASC Topic 815 “Derivatives and Hedging” (ASC Topic 815). Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within other comprehensive income. Unrealized gains or losses on the ineffective portion of these forward contracts, and the gain or loss on ineffective hedges that have been excluded from effectiveness testing have been classified within “Other income (expense)”. The fair value of the contracts, as of December 31, 2009 and June 30, 2009, is recorded within “Prepaid expenses and other current assets”.

As of December 31, 2009, the notional amount of forward contracts we held, to sell U.S. dollars in exchange for Canadian dollars was $16.5 million (June 30, 2009 – $44.0 million).

In addition to the above, we acquired a non-material foreign currency forward contract as a part of our acquisition of Vignette (See Note 17). This contract is used to manage balance sheet exposures in a non-functional currency and has not been designated as a hedging instrument pursuant to ASC Topic 815. Accordingly, the change in the fair value of this contract has been recorded within “Other income (expenses)” and the fair value thereof has been recorded within “Accounts payable and accrued liabilities”, as noted below. As of December 31, 2009 the notional amount underlying this contract is $1.2 million.

Interest Rate Collar

As part of the requirements of the term loan credit agreement (see Note 11) we were required to maintain, from thirty days following the date on which the term loan was entered into through to the third anniversary or such earlier date on which the term loan is paid, an interest rate hedging arrangement with counter parties in respect of the term loan. Accordingly, in October 2006, we entered into a three year interest rate collar that had the economic effect of circumscribing the floating portion of the interest rate obligations associated with the term loan within an upper limit of 5.34% and a lower limit of 4.79%. As of December 31, 2009, the interest rate collar expired, as per its contractual term (notional amount as of June 30, 2009 – $100.0 million).

ASC Topic 815 requires that written options meet certain criteria in order for hedge accounting to apply. We determined that these criteria were not met and hence hedge accounting was not applied to the interest rate collar.

The quarterly unrealized gains or losses on the interest rate collar and quarterly amounts payable by us to the counter party were included within interest expense and, prior to its expiry, the fair value of the interest rate collar was recorded with “Accounts payable and accrued liabilities.”

Fair value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance

The effect of these derivative instruments on our consolidated financial statements as of, and for the three and six months ended December 31, 2009, were as follows (amounts presented do not include any income tax effects).

Fair value of Derivative Instruments in the Condensed Consolidated Balance Sheet (see Note 14)

 

Asset Derivatives Designated as Hedging

Instruments

  

Balance Sheet Location

   Fair Value

Foreign currency forward contracts designated as cash flow hedges

   Prepaid expenses and other current assets    $ 2,919
         

Liability Derivatives Not Designated as Hedging

Instruments

         

Interest rate collar not designated as a hedging instrument

   Accounts payable and accrued liabilities    $ nil

Foreign currency forward contracts not designated as hedges

   Accounts payable and accrued liabilities      226
         
      $ 226
         

 

Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI)

 

Derivative in Cash Flow
Hedging Relationship

  Amount of Gain or (Loss)
Recognized in OCI on
Derivative (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
Derivative
(Ineffective
Portion and
Amount
Excluded
from
Effectiveness
Testing)

  Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion
and Amount Excluded
from Effectiveness
Testing)
    Three months
ended
December 31,
2009
  Six months
ended
December 31,
2009
      Three months
ended
December 31,
2009
  Six months
ended
December 31,
2009
      Three months
ended
December 31,
2009
  Six months
ended
December 31,
2009

Foreign currency forward contracts

  $ 241   $ 3,076   Other income (expense)   $ 2,381   $ 4,413   Other income (expense)   $ 331   $ 1,750

 

Derivatives Not Designated as Hedging Instruments

  

Location of Gain or (Loss)
Recognized in Income on
Derivative

   Amount of Gain or (Loss)
Recognized in Income on
Derivative
 
          Three months ended
December 31, 2009
    Six months ended
December 31, 2009
 

Interest rate collar

   Interest income (expense)    $ 1,151      $ 2,122   

Foreign currency forward contracts not designated as hedges

   Other income (expense)      (44     (57
                   
      $ 1,107      $ 2,065   
                   

v1.0.0.5
SPECIAL CHARGES
6 Months Ended
Dec. 31, 2009
USD / shares
SPECIAL CHARGES

NOTE 16—SPECIAL CHARGES

Special charges are primarily costs related to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans. In addition, with effect from July 1, 2009, Special charges also include acquisition-related costs related to acquisitions made on or after July 1, 2009.

The following tables summarize total Special charges incurred during the three and six months ended December 31, 2009.

 

     Three months ended
December 31, 2009
   Six months ended
December 31, 2009

Fiscal 2010 Restructuring Plan (cash payable portion)

   $ 8,112    $ 20,622

Fiscal 2010 Restructuring Plan (share-based compensation expense)

     982      3,164
             

Total Fiscal 2010 Restructuring Plan

     9,094      23,786

Fiscal 2009 Restructuring Plan

     373      2,878

Acquisition-related costs

     504      1,896

Impairment charges

     452      452
             

Total

   $ 10,423    $ 29,012
             

 

The total costs to be incurred in conjunction with the Fiscal 2010 restructuring plan are expected to be approximately $32 million to $40 million, of which $23.8 million has been recorded within Special charges to date. Reconciliations of the liability relating to each of our outstanding restructuring plans are provided hereunder:

Fiscal 2010 Restructuring Plan (cash payable portion)

In the first quarter of Fiscal 2010, our Board approved, and we began to implement, restructuring activities to streamline our operations and consolidate certain excess facilities (Fiscal 2010 restructuring plan). These charges relate to workforce reductions and other miscellaneous direct costs. The provision related to workforce reduction is expected to be paid by December 2010. On a quarterly basis, we will conduct an evaluation of the remaining balances relating to workforce reduction and revise our assumptions and estimates as appropriate.

A reconciliation of the beginning and ending liability for the six months ended December 31, 2009, is shown below.

 

Fiscal 2010 Restructuring Plan

   Workforce
reduction
    Facility costs     Total  

Balance as of June 30, 2009

   $ —        $ —        $ —     

Accruals and adjustments

     19,185        1,437        20,622   

Cash payments

     (9,318     (292     (9,610

Noncash draw-downs and foreign exchange

     164        123        287   
                        

Balance as of December 31, 2009

   $ 10,031      $ 1,268      $ 11,299   
                        

Fiscal 2009 Restructuring Plan

In the second quarter of Fiscal 2009, our Board approved, and we began to implement, restructuring activities to streamline our operations and consolidate certain excess facilities (Fiscal 2009 restructuring plan). These charges related to workforce reductions, abandonment of excess facilities and other miscellaneous direct costs, and do not include costs accrued for under EITF 95-3 in relation to our acquisition of Captaris (Note 9). The total costs to be incurred in conjunction with the Fiscal 2009 restructuring plan is $17.1 million, which has been recorded within Special charges since the commencement of the plan. The $17.1 million charge consisted primarily of costs associated with workforce reduction in the amount of $12.4 million and abandonment of excess facilities in the amount of $4.7 million. The provision related to workforce reduction has been substantially paid by December 2009 and the provision relating to facility costs is expected to be paid by April 2012.

A reconciliation of the beginning and ending liability for the six months ended December 31, 2009, is shown below.

 

Fiscal 2009 Restructuring Plan

   Workforce
reduction
    Facility costs     Total  

Balance as of June 30, 2009

   $ 2,718      $ 2,933      $ 5,651   

Accruals and adjustments

     2,158        720        2,878   

Cash payments

     (4,195     (1,480     (5,675

Noncash draw-downs and foreign exchange

     73        82        155   
                        

Balance as of December 31, 2009

   $ 754      $ 2,255      $ 3,009   
                        

 

Fiscal 2006 Restructuring Plan

In the first quarter of Fiscal 2006, our Board approved, and we began to implement restructuring activities to streamline our operations and consolidate our excess facilities (Fiscal 2006 restructuring plan). These charges related to workforce reductions, abandonment of excess facilities and other miscellaneous direct costs. The total cost incurred in conjunction with the Fiscal 2006 restructuring plan was $20.9 mi