|
Cursor over or click on any element in the statements to see XBRL tags or definitions.
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|
|
v1.0.0.5
|
Statement Of Financial Position Classified (USD $) In Thousands
|
Dec. 31, 2009
|
Jun. 30, 2009
|
ASSETS
| X |
- Details
| Name: |
us-gaap_AssetsAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Cash and cash equivalents
| X |
- Details
| Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
$ 247,630 |
$ 275,819 |
Short-term investments (note 3)
| X |
- Details
| Name: |
us-gaap_ShortTermInvestments |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
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)
| X |
- Details
| Name: |
us-gaap_AccountsReceivableNetCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
143,446 |
115,802 |
Income taxes recoverable (note 13)
| X |
- Details
| Name: |
us-gaap_IncomeTaxesReceivable |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
7,555 |
4,496 |
Prepaid expenses and other current assets
| X |
- Details
| Name: |
us-gaap_PrepaidExpenseCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
26,255 |
18,172 |
Deferred tax assets (note 13)
| X |
- Details
| Name: |
us-gaap_DeferredTaxAssetsNetCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
18,940 |
20,621 |
Total current assets
| X |
- Details
| Name: |
us-gaap_AssetsCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
452,240 |
434,910 |
Investments in marketable securities
| X |
- Details
| Name: |
us-gaap_AvailableForSaleSecuritiesEquitySecuritiesNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
0 |
13,103 |
Capital assets (note 5)
| X |
- Details
| Name: |
us-gaap_PropertyPlantAndEquipmentNet |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
55,884 |
45,165 |
Goodwill (note 6)
| X |
- Details
| Name: |
us-gaap_Goodwill |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
712,967 |
576,111 |
Acquired intangible assets (note 7)
| X |
- Details
| Name: |
us-gaap_IntangibleAssetsNetExcludingGoodwill |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
359,987 |
315,048 |
Deferred tax assets (note 13)
| X |
- Details
| Name: |
us-gaap_DeferredTaxAssetsNetNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
68,748 |
69,877 |
Other assets (note 8)
| X |
- Details
| Name: |
us-gaap_OtherAssetsNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
17,809 |
13,064 |
Long-term income taxes recoverable (note 13)
| X |
- Details
| Name: |
us-gaap_IncomeTaxesReceivableNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
43,876 |
39,958 |
Total assets
| X |
- Details
| Name: |
us-gaap_Assets |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
1,711,511 |
1,507,236 |
Current liabilities:
| X |
- Details
| Name: |
us-gaap_LiabilitiesCurrentAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Accounts payable and accrued liabilities (note 9)
| X |
- Details
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
122,660 |
116,992 |
Current portion of long-term debt (note 11)
| X |
- Details
| Name: |
us-gaap_LoansPayableToBankCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
3,508 |
3,449 |
Deferred revenues
| X |
- Details
| Name: |
us-gaap_DeferredRevenueCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
191,736 |
189,397 |
Income taxes payable (note 13)
| X |
- Details
| Name: |
us-gaap_AccruedIncomeTaxesCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
7,023 |
10,356 |
Deferred tax liabilities (note 13)
| X |
- Details
| Name: |
us-gaap_DeferredTaxLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
2,216 |
508 |
Total current liabilities
| X |
- Details
| Name: |
us-gaap_LiabilitiesCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
327,143 |
320,702 |
Long-term liabilities:
| X |
- Details
| Name: |
us-gaap_LiabilitiesNoncurrentAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Accrued liabilities (note 9)
| X |
- Details
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
19,333 |
21,099 |
Pension liability (note 10)
| X |
- Details
| Name: |
us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
16,188 |
15,803 |
Long-term debt (note 11)
| X |
- Details
| Name: |
us-gaap_LongTermLoansFromBank |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
298,601 |
299,234 |
Deferred revenues
| X |
- Details
| Name: |
us-gaap_DeferredRevenueAndCreditsNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
12,132 |
7,914 |
Long-term income taxes payable
| X |
- Details
| Name: |
us-gaap_LiabilityForUncertainTaxPositionsNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
53,770 |
47,131 |
Deferred tax liabilities (note 13)
| X |
- Details
| Name: |
us-gaap_DeferredTaxLiabilitiesNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
126,626 |
108,889 |
Total long-term liabilities
| X |
- Details
| Name: |
us-gaap_LiabilitiesNoncurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
526,650 |
500,070 |
Shareholders' equity:
| X |
- Details
| Name: |
us-gaap_StockholdersEquityAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
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
| X |
- Details
| Name: |
us-gaap_CommonStockValueOutstanding |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
590,328 |
457,982 |
Additional paid-in capital
| X |
- Details
| Name: |
us-gaap_AdditionalPaidInCapitalCommonStock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
57,233 |
52,152 |
Accumulated other comprehensive income
| X |
- Details
| Name: |
us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
82,747 |
71,851 |
Retained earnings
| X |
- Details
| Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
127,410 |
104,479 |
Total shareholders' equity
| X |
- Details
| Name: |
us-gaap_StockholdersEquity |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
857,718 |
686,464 |
Total liabilities and shareholders' equity
| X |
- Details
| Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
$ 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
| X |
- Details
| Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
$ 5,063 |
$ 4,208 |
Common Shares, issued and outstanding
| X |
- Details
| Name: |
us-gaap_CommonStockSharesOutstanding |
| Namespace Prefix: |
us-gaap |
| Data Type: |
shares |
| Balance Type: |
na |
| Period Type: |
instant |
|
|
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:
| X |
- Details
| Name: |
us-gaap_RevenuesAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
|
|
License
| X |
- Details
| Name: |
us-gaap_LicensesRevenue |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
$ 72,691 |
$ 64,852 |
$ 120,020 |
$ 114,926 |
Customer support
| X |
- Details
| Name: |
us-gaap_MaintenanceRevenue |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
130,283 |
100,438 |
253,932 |
198,867 |
Service and other
| X |
- Definition
Revenue from providing technology services. The services may include training, installation, engineering or consulting. Consulting services often include implementation support, software design or development, or the customization or modification of the licensed software. And also, aggregate revenue during the period from the sale of goods in the normal course of business, before deducting returns, allowances and discounts.
+ Details
| Name: |
otex_ServiceAndOtherRevenue |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
44,816 |
42,361 |
85,260 |
76,481 |
Total revenues
| X |
- Details
| Name: |
us-gaap_Revenues |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
247,790 |
207,651 |
459,212 |
390,274 |
Cost of revenues:
| X |
- Details
| Name: |
us-gaap_CostOfRevenueAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
|
|
License
| X |
- Details
| Name: |
us-gaap_LicenseCosts |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
4,633 |
5,281 |
7,778 |
8,174 |
Customer support
| X |
- Details
| Name: |
us-gaap_CostOfServicesMaintenanceCosts |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
21,493 |
17,356 |
42,432 |
32,923 |
Service and other
| X |
- Definition
Costs incurred in providing technology services. The services may include training, installation, engineering or consulting. Consulting services often include implementation support, software design or development, or the customization or modification of the licensed software. Also includes service costs incurred and are directly related to the goods produced and sold during the reporting period.
+ Details
| Name: |
otex_ServiceAndOtherCostOfRevenue |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
36,428 |
31,881 |
69,722 |
59,610 |
Amortization of acquired technology-based intangible assets
| X |
- Details
| Name: |
us-gaap_AmortizationOfIntangibleAssets |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
15,152 |
11,799 |
29,294 |
22,546 |
Total cost of revenues
| X |
- Details
| Name: |
us-gaap_CostOfRevenue |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
77,706 |
66,317 |
149,226 |
123,253 |
Gross profit
| X |
- Details
| Name: |
us-gaap_GrossProfit |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
170,084 |
141,334 |
309,986 |
267,021 |
Operating expenses:
| X |
- Details
| Name: |
us-gaap_OperatingExpensesAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
|
|
Research and development
| X |
- Details
| Name: |
us-gaap_ResearchAndDevelopmentExpenseExcludingAcquiredInProcessCost |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
34,347 |
29,948 |
65,889 |
58,526 |
Sales and marketing
| X |
- Details
| Name: |
us-gaap_SellingAndMarketingExpense |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
53,891 |
49,347 |
104,581 |
94,179 |
General and administrative
| X |
- Details
| Name: |
us-gaap_GeneralAndAdministrativeExpense |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
22,377 |
18,280 |
43,602 |
36,667 |
Depreciation
| X |
- Details
| Name: |
us-gaap_DepreciationNonproduction |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
4,398 |
2,920 |
8,545 |
5,618 |
Amortization of acquired customer-based intangible assets
| X |
- Definition
Amortization of other intangible assets (for example customer relationships and trade names) incurred by an entity during the reporting period.
+ Details
| Name: |
otex_AmortizationOfOtherIntangibleAssets |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
8,735 |
10,138 |
17,652 |
18,353 |
Special charges (note 16)
| X |
- Details
| Name: |
us-gaap_RestructuringCharges |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
10,423 |
11,446 |
29,012 |
11,446 |
Total operating expenses
| X |
- Details
| Name: |
us-gaap_OperatingExpenses |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
134,171 |
122,079 |
269,281 |
224,789 |
Income from operations
| X |
- Details
| Name: |
us-gaap_OperatingIncomeLoss |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
35,913 |
19,255 |
40,705 |
42,232 |
Other income (expense), net
| X |
- Details
| Name: |
us-gaap_OtherNonoperatingIncomeExpense |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(1,671) |
(12,464) |
1,769 |
(11,854) |
Interest expense, net
| X |
- Details
| Name: |
us-gaap_InterestIncomeExpenseNet |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(2,716) |
(5,347) |
(5,762) |
(8,341) |
Income before income taxes
| X |
- Details
| Name: |
us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
31,526 |
1,444 |
36,712 |
22,037 |
Provision for income taxes (note 13)
| X |
- Details
| Name: |
us-gaap_IncomeTaxExpenseBenefit |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
10,325 |
683 |
13,781 |
6,615 |
Net income for the period
| X |
- Details
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
$ 21,201 |
$ 761 |
$ 22,931 |
$ 15,422 |
Net income per share-basic (note 20)
| X |
- Details
| Name: |
us-gaap_EarningsPerShareBasic |
| Namespace Prefix: |
us-gaap |
| Data Type: |
decimal |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
$ 0.38 |
$ 0.01 |
$ 0.41 |
$ 0.3 |
Net income per share-diluted (note 20)
| X |
- Details
| Name: |
us-gaap_EarningsPerShareDiluted |
| Namespace Prefix: |
us-gaap |
| Data Type: |
decimal |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
$ 0.37 |
$ 0.01 |
$ 0.4 |
$ 0.29 |
Weighted average number of Common Shares outstanding-basic
| X |
- Details
| Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
| Namespace Prefix: |
us-gaap |
| Data Type: |
shares |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
56,403 |
51,873 |
55,895 |
51,586 |
Weighted average number of Common Shares outstanding-diluted
| X |
- Details
| Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
| Namespace Prefix: |
us-gaap |
| Data Type: |
shares |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
| Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
$ 106,209 |
$ 62,202 |
$ 104,479 |
$ 47,541 |
|
|
|
|
Net income
| X |
- Details
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
21,201 |
761 |
22,931 |
15,422 |
|
|
|
|
Retained earnings, end of period
| X |
- Details
| Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
instant |
|
|
$ 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:
| X |
- Details
| Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Net income for the period
| X |
- Details
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
$ 22,931 |
$ 15,422 |
Adjustments to reconcile net income to net cash provided by operating activities:
| X |
- Details
| Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Depreciation and amortization
| X |
- Details
| Name: |
us-gaap_DepreciationDepletionAndAmortization |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
55,491 |
46,517 |
In-process research and development
| X |
- Details
| Name: |
us-gaap_ResearchAndDevelopmentInProcess |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
0 |
121 |
Share-based compensation expense
| X |
- Details
| Name: |
us-gaap_ShareBasedCompensation |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
5,449 |
2,533 |
Employee long-term incentive plan
| X |
- Definition
Accruals for an equity-based incentive plan wherein payments will be made in cash
+ Details
| Name: |
otex_PaymentsForEmployeLongTemIncentivePlan |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
5,646 |
2,805 |
Excess tax benefits on share-based compensation expense
| X |
- Details
| Name: |
us-gaap_ExcessTaxBenefitFromShareBasedCompensationOperatingActivities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(697) |
(6,653) |
Pension expense
| X |
- Details
| Name: |
us-gaap_PensionExpense |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
410 |
906 |
Amortization of debt issuance costs
| X |
- Details
| Name: |
us-gaap_AmortizationOfFinancingCosts |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
734 |
550 |
Unrealized (gain) loss on financial instruments
| X |
- Details
| Name: |
us-gaap_UnrealizedGainLossOnDerivatives |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(3,872) |
807 |
Loss on sale and write down capital assets
| X |
- Definition
The difference between the sale price or salvage price and the book value of an asset that was sold or retired during the reporting period. This element refers to the gain (loss) and not to the cash proceeds of the sale. Also includes the charge against earnings resulting from the aggregate impairment/writedown of assets from their carrying value to their fair value. This element is a noncash adjustment to net income when calculating net cash generated by operating activities using the indirect method.
+ Details
| Name: |
otex_GainLossOnDisposalAndImpairmentOfAssets |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
453 |
269 |
Unrealized gain on marketable securities
| X |
- Details
| Name: |
us-gaap_UnrealizedGainLossOnSecurities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(4,353) |
0 |
Deferred taxes
| X |
- Details
| Name: |
us-gaap_DeferredIncomeTaxExpenseBenefit |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
(1,300) |
3,915 |
Changes in operating assets and liabilities:
| X |
- Details
| Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Accounts receivable
| X |
- Details
| Name: |
us-gaap_IncreaseDecreaseInReceivables |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
1,387 |
32,790 |
Prepaid expenses and other current assets
| X |
- Details
| Name: |
us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(3,323) |
(1,470) |
Income taxes
| X |
- Definition
The net change during the reporting period in income taxes, net.
+ Details
| Name: |
otex_IncreaseDecreaseInIncomeTaxesNet |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
(8,004) |
6,469 |
Accounts payable and accrued liabilities
| X |
- Details
| Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
(11,810) |
(16,046) |
Deferred revenue
| X |
- Details
| Name: |
us-gaap_IncreaseDecreaseInDeferredRevenue |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
(24,029) |
(25,613) |
Other assets
| X |
- Details
| Name: |
us-gaap_IncreaseDecreaseInOtherOperatingAssets |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
1,857 |
1,334 |
Net cash provided by operating activities
| X |
- Details
| Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
36,970 |
64,656 |
Cash flows from investing activities:
| X |
- Details
| Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Additions of capital assets-net
| X |
- Details
| Name: |
us-gaap_PaymentsToAcquireProductiveAssets |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(11,764) |
(2,094) |
Purchase of Vignette Corporation, net of cash acquired
| X |
- Definition
The cash outflow associated with the acquisition of Vignette Corporation, net of the cash acquired from the purchase.
+ Details
| Name: |
otex_PaymentsToAcquireBusiness6NetOfCashAcquired |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(90,600) |
0 |
Purchase of Captaris Inc., net of cash acquired
| X |
- Definition
The cash outflow associated with the acquisition of Captaris Inc., net of the cash acquired from the purchase.
+ Details
| Name: |
otex_PaymentsToAcquireBusiness4NetOfCashAcquired |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
0 |
(101,033) |
Purchase of eMotion LLC, net of cash acquired
| X |
- Definition
The cash outflow associated with the acquisition of eMotion LLC, net of the cash acquired from the purchase.
+ Details
| Name: |
otex_PaymentsToAcquireBusiness3NetOfCashAcquired |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(556) |
(3,635) |
Purchase of a division of Spicer Corporation
| X |
- Definition
The cash outflow associated with the acquisition of a division of Spicer Corporation, net of the cash acquired from the purchase.
+ Details
| Name: |
otex_PaymentsToAcquireBusiness2NetOfCashAcquired |
| Namespace Prefix: |
otex |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
0 |
(10,836) |
Purchase consideration for prior period acquisitions
| X |
- Details
| Name: |
us-gaap_PaymentsForProceedsFromPreviousAcquisition |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(8,240) |
(12,366) |
Investments in marketable securities
| X |
- Details
| Name: |
us-gaap_PaymentsToAcquireMarketableSecurities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
0 |
(3,608) |
Maturity of short-term investments
| X |
- Details
| Name: |
us-gaap_ProceedsFromMaturitiesPrepaymentsAndCallsOfAvailableForSaleSecurities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
38,525 |
0 |
Net cash used in investing activities
| X |
- Details
| Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
(72,635) |
(133,572) |
Cash flow from financing activities:
| X |
- Details
| Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
|
|
Excess tax benefits on share-based compensation expense
| X |
- Details
| Name: |
us-gaap_ExcessTaxBenefitFromShareBasedCompensationFinancingActivities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
697 |
6,653 |
Proceeds from issuance of Common Shares
| X |
- Details
| Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
6,142 |
6,039 |
Repayment of long-term debt
| X |
- Details
| Name: |
us-gaap_RepaymentsOfLongTermDebt |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(1,734) |
(1,721) |
Debt issuance costs
| X |
- Details
| Name: |
us-gaap_PaymentsOfDebtIssuanceCosts |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
credit |
| Period Type: |
duration |
|
|
(1,024) |
0 |
Net cash provided by financing activities
| X |
- Details
| Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
4,081 |
10,971 |
Foreign exchange gain (loss) on cash held in foreign currencies
| X |
- Details
| Name: |
us-gaap_EffectOfExchangeRateOnCashAndCashEquivalents |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
duration |
|
|
3,395 |
(24,101) |
Decrease in cash and cash equivalents during the period
| X |
- Details
| Name: |
us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
(28,189) |
(82,046) |
Cash and cash equivalents at beginning of the period
| X |
- Details
| Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
275,819 |
254,916 |
Cash and cash equivalents at end of the period
| X |
- Details
| Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
| Namespace Prefix: |
us-gaap |
| Data Type: |
monetary |
| Balance Type: |
debit |
| Period Type: |
instant |
|
|
$ 247,630 |
$ 172,870 |
v1.0.0.5
|
BASIS OF PRESENTATION
|
6 Months Ended |
|
Dec. 31, 2009
USD / shares
|
BASIS OF PRESENTATION
| X |
- Details
| Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
|
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
| X |
- Details
| Name: |
us-gaap_ScheduleOfNewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Definition
Disclosure of short term investments
+ Details
| Name: |
otex_ShortTermInvestmentsTextBlock |
| Namespace Prefix: |
otex |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
| Name: |
us-gaap_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
| Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
| Name: |
us-gaap_ScheduleOfGoodwillTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
| Name: |
us-gaap_IntangibleAssetsDisclosureTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Definition+ Details
| Name: |
otex_OtherAssetsDisclosureTextBlock |
| Namespace Prefix: |
otex |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
| Name: |
us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock |
| Namespace Prefix: |
us-gaap |
| Data Type: |
string |
| Balance Type: |
na |
| Period Type: |
duration |
|
|
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
| X |
- Details
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|
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
| X |
- Definition
Disclosures related to accounts comprising shareholders' equity, including other comprehensive income. Includes: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables; effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. This disclosure also contains the disclosure of compensation-related costs for share-based compensation which may include disclosure of policies, compensation plan details, allocation of stock compensation, incentive distributions, share-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
+ Details
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|
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
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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.
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v1.0.0.5
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FAIR VALUE MEASUREMENTS
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6 Months Ended |
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Dec. 31, 2009
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FAIR VALUE MEASUREMENTS
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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:
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• |
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Level 1—inputs are based upon unadjusted quoted prices
for identical instruments traded in active markets.
|
| |
• |
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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.
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v1.0.0.5
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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
6 Months Ended |
|
Dec. 31, 2009
USD / shares
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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
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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
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SPECIAL CHARGES
|
6 Months Ended |
|
Dec. 31, 2009
USD / shares
|
SPECIAL CHARGES
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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 | |