XML 29 R18.htm IDEA: XBRL DOCUMENT
v3.4.0.3

Share Capital, Option Plans and Share-Based Payments | 9 Months Ended
--- | ---
Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share Capital, Option Plans and Share-Based Payments | SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS Cash Dividends For the three and nine months ended March 31, 2016, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.2000 and $0.6000, respectively, per Common Share, in the aggregate amount of $24.1 million and $71.6 million, respectively, which we paid during the same period. For the three and nine months ended March 31, 2015, pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.1725 and $0.5175, respectively, per Common Share, in the aggregate amount of $21.1 million and $63.2 million, respectively. Share Capital Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued. Treasury Stock Repurchase During the three months ended March 31, 2016, we did not repurchase any of our Common Shares for potential reissuance under our Long Term Incentive Plans (LTIP) or other plans. During the nine months ended March 31, 2016, we repurchased 225,000 Common Shares, in the amount of $10.6 million, for potential reissuance under our LTIP or other plans. During the three and nine months ended March 31, 2015, we repurchased 22,222 Common Shares, in the amount of $1.3 million, for potential reissuance under our LTIP or other plans. See below for more details on our various plans. Reissuance During the three and nine months ended March 31, 2016, we reissued 10,000 and 217,078 Common Shares, respectively, from treasury stock (three and nine months ended March 31, 2015—22,222 and 377,775 Common Shares, respectively), in connection with the settlement of our LTIP and other awards. Share Repurchase Plan On July 28, 2015, our board of directors (the Board) authorized the repurchase of up to $200 million of Common Shares (Share Repurchase Plan). Shares may be repurchased from time to time in the open market, private purchases through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. During the three months ended March 31, 2016, we did not repurchase any of our Common Shares under the Share Repurchase Plan (three months ended March 31, 2015—nil). During the nine months ended March 31, 2016, we repurchased and cancelled 1,476,248 Common Shares for approximately $65.5 million under our Share Repurchase Plan (nine months ended March 31, 2015—nil). Of the $65.5 million repurchased, $55.7 million was recorded to retained earnings to reflect the difference between the market price of Common Shares repurchased and its book value. As of March 31, 2016, approximately $134.5 million remained available for the repurchase of Common Shares under the Share Repurchase Plan. Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows:
|  | Three Months Ended March 31, |  | Nine Months Ended March 31,
|  | 2016 |  | 2015 |  | 2016 |  | 2015
Stock options |  | $ | 3,025 |  |  | $ | 3,461 |  |  | $ | 9,785 |  |  | $ | 8,875 |
Performance Share Units (issued under LTIP) |  | 610 |  |  | 600 |  |  | 1,957 |  |  | 1,745 |
Restricted Share Units (issued under LTIP) |  | 1,150 |  |  | 1,287 |  |  | 3,754 |  |  | 3,391 |
Restricted Share Units (other) |  | 330 |  |  | 320 |  |  | 1,041 |  |  | 564 |
Deferred Share Units (directors) |  | 533 |  |  | 894 |  |  | 2,225 |  |  | 1,365 |
Employee Share Purchase Plan |  | 318 |  |  | — |  |  | 318 |  |  | — |
Total share-based compensation expense |  | $ | 5,966 |  |  | $ | 6,562 |  |  | $ | 19,080 |  |  | $ | 15,940 |
Summary of Outstanding Stock Options As of March 31, 2016, an aggregate of 4,214,440 options to purchase Common Shares were outstanding and an additional 2,856,391 options to purchase Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. Currently we also have options outstanding that vest over five years, as well as options outstanding that vest based on meeting certain market conditions. The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date. A summary of activity under our stock option plans for the nine months ended March 31, 2016 is as follows:
| Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value ($’000s)
Outstanding at June 30, 2015 | 4,375,365 |  |  | $ | 42.26 |  |  |  |  |
Granted | 585,140 |  |  | 46.13 |  |  |  |  |
Exercised | (324,702 | ) |  | 25.57 |  |  |  |  |
Forfeited or expired | (421,363 | ) |  | 48.87 |  |  |  |  |
Outstanding at March 31, 2016 | 4,214,440 |  |  | $ | 43.42 |  |  | 4.67 |  | $ | 38,565 |
Exercisable at March 31, 2016 | 1,605,470 |  |  | $ | 37.13 |  |  | 3.61 |  | $ | 24,015 |
We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows:
| Three Months Ended March 31, |  | Nine Months Ended March 31,
| 2016 |  | 2015 |  | 2016 |  | 2015
Weighted–average fair value of options granted | $ | 10.81 |  |  | $ | 13.35 |  |  | $ | 11.06 |  |  | $ | 13.59 |
Weighted-average assumptions used: |  |  |  |  |  |  |
Expected volatility | 31.53 | % |  | 31.68 | % |  | 32.23 | % |  | 31.94 | %
Risk–free interest rate | 1.08 | % |  | 1.14 | % |  | 1.34 | % |  | 1.43 | %
Expected dividend yield | 1.70 | % |  | 1.27 | % |  | 1.66 | % |  | 1.20 | %
Expected life (in years) | 4.33 |  |  | 4.33 |  |  | 4.33 |  |  | 4.33 |
Forfeiture rate (based on historical rates) | 5 | % |  | 5 | % |  | 5 | % |  | 5 | %
Average exercise share price | $ | 47.01 |  |  | $ | 54.17 |  |  | $ | 46.13 |  |  | $ | 54.57 |
As of March 31, 2016, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $27.1 million, which will be recognized over a weighted-average period of approximately 2.3 years. 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 nine months ended March 31, 2016, cash in the amount of $2.0 million and $8.3 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2016 from the exercise of options eligible for a tax deduction was $0.4 million and $0.6 million, respectively. For the three and nine months ended March 31, 2015, cash in the amount of $3.1 million and $10.7 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2015 from the exercise of options eligible for a tax deduction was $0.1 million and $0.9 million, respectively. Long-Term Incentive Plans We incentivize our executive officers, in part, with long term compensation pursuant to our LTIP. The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the satisfaction of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. Target RSUs become vested when an eligible employee remains employed throughout the vesting period. LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants will be referred to in this Quarterly Report on Form 10-Q based upon the year in which the grants are expected to vest. Fiscal 2015 LTIP Grants made in Fiscal 2013 under the LTIP (collectively referred to as Fiscal 2015 LTIP), took effect in Fiscal 2013 starting on November 2, 2012 for the RSUs and December 3, 2012 for the PSUs. We settled the Fiscal 2015 LTIP by issuing 202,078 Common Shares from our treasury stock during the three months ended December 31, 2015, with a cost of $5.0 million. Fiscal 2016 LTIP Grants made in Fiscal 2014 under the LTIP (collectively referred to as Fiscal 2016 LTIP) consisting of PSUs and RSUs, took effect in Fiscal 2014 starting on November 1, 2013. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. RSUs granted are employee service-based awards and vest over the life of the Fiscal 2016 LTIP. We expect to settle the Fiscal 2016 LTIP awards in stock. Fiscal 2017 LTIP Grants made in Fiscal 2015 under the LTIP (collectively referred to as Fiscal 2017 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2015 starting on September 4, 2014. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2017 LTIP. We expect to settle the Fiscal 2017 LTIP awards in stock. Fiscal 2018 LTIP Grants made in Fiscal 2016 under the LTIP (collectively referred to as Fiscal 2018 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2016 starting on August 23, 2015. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2018 LTIP. We expect to settle the Fiscal 2018 LTIP awards in stock. PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value. As of March 31, 2016, the total expected compensation cost related to the unvested LTIP awards not yet recognized was $15.2 million, which is expected to be recognized over a weighted average period of 1.9 years. Restricted Share Units (RSUs) During the three and nine months ended March 31, 2016, we granted 25,000 RSUs to employees in accordance with employment agreements (three and nine months ended March 31, 2015—30,000 and 45,000, respectively). The RSUs will vest over a specified contract date, typically three years from the respective date of grants. We expect to settle the awards in stock. During the three and nine months ended March 31, 2016, we issued 10,000 and 15,000 Common Shares, respectively, from our treasury stock, with a cost of $0.2 million and $0.3 million, respectively, in connection with the settlement of vested RSUs (three and nine months ended March 31, 2015—22,222, with a cost of $1.3 million, for both periods respectively). Deferred Stock Units (DSUs) During the three and nine months ended March 31, 2016, we granted 1,287 and 54,660 DSUs, respectively, to certain non-employee directors (three and nine months ended March 31, 2015—37,199 and 37,597, respectively). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for directors fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board. Employee Share Purchase Plan (ESPP) We recently implemented a number of amendments to our ESPP, including increasing the purchase price discount from 5% to 15% and permitting Common Shares to be purchased on the open market by the trustee of a trust, or by an agent or broker designated by an administrator, and transferred to eligible employees under the ESPP, as an alternative to the issuance of Common Shares from treasury (the Amendments). The Amendments apply to purchase periods commencing on or after January 1, 2016 unless otherwise determined by the Board or the compensation committee of the Board. In accordance with the Amendments, during the three months ended March 31, 2016, we have determined that 40,900 Common Shares are eligible for issuance to employees enrolled in the ESPP, after factoring a purchase price discount of 15%. Any Common Shares that have been issued under the ESPP prior to the purchase period commencing on January 1, 2016 were issued at a purchase price discount of 5%. During the three and nine months ended March 31, 2016, cash in the amount of approximately $1.8 million and $3.5 million, respectively, was received from employees relating to the ESPP (three and nine months ended March 31, 2015—$0.7 million and $2.2 million, respectively).

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details. + References No definition available. + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration