Open Text Reports Fourth Quarter and Fiscal Year-End 2009 Financial Results



    WATERLOO, ON, Aug. 20 /CNW/ - Open Text(TM) Corporation (NASDAQ:  OTEX)
(TSX:OTC), a leading provider of Enterprise Content Management (ECM) software,
today announced unaudited financial results for its fourth quarter and fiscal
year ended June 30, 2009.(1)
    Total revenue for the fourth quarter was $203.4 million, up 2% compared
to $200.3 million for the same period in the prior fiscal year. License
revenue in the fourth quarter was $63.0 million, down 8% compared to $68.2
million in the fourth quarter of the prior fiscal year.
    Adjusted net income in the quarter was $39.2 million or $0.73 per share
on a diluted basis, up 18% compared to $33.3 million or $0.63 per share on a
diluted basis for the same period in the prior fiscal year. Net income in
accordance with U.S. generally accepted accounting principles ("US GAAP") was
$19.5 million or $0.36 per share on a diluted basis, compared to $27.3 million
or $0.51 per share on a diluted basis for the same period in the prior fiscal
year.(2)
    Total revenue for fiscal year 2009 was $785.7 million, up 8% compared to
$725.5 million for the previous fiscal year. License revenue for fiscal year
2009 was $229.8 million, up 5% compared to $219.1 million in the previous
fiscal year.
    Adjusted net income for fiscal year 2009 was $132.8 million, or $2.49 per
share on a diluted basis, up 24% compared to adjusted net income for the
previous fiscal year of $107.0 million, or $2.03 per share on a diluted basis.
Net income for fiscal year 2009 in accordance with US GAAP was $56.9 million,
or $1.07 per share on a diluted basis, compared to the prior fiscal year's net
income of $53.0 million, or $1.01 per share on a diluted basis.(2)
    Operating cash flow in the fourth quarter of fiscal 2009 was $38.6
million, compared to $44.6 million in the fourth quarter of the prior fiscal
year. For the full 2009 fiscal year, Open Text generated $176.2 million in
operating cash flow compared to $166.0 million in fiscal 2008.
    The cash and cash equivalents balance as of June 30, 2009 was $275.8
million. Accounts receivable as of June 30, 2009, totaled $115.8 million,
compared to $134.4 million as of June 30, 2008, and Days Sales Outstanding
(DSO) was 51 days in the fourth quarter of fiscal 2009, compared to 60 days in
the fourth quarter of fiscal 2008.
    "I am pleased that we achieved our bottom line target in this quarter and
grew adjusted earnings by 24% for the year in this difficult economic
environment," said John Shackleton, President and Chief Executive Officer of
Open Text. "Driven by demand for compliance based solutions I remain confident
on our future prospects."
    On July 21, 2009 Open Text announced that it had completed the
acquisition of all of the issued and outstanding shares of Vignette
Corporation.
    "With the acquisition of Vignette we solidify our ECM market leadership.
We have gained a great customer base and enterprise-level technology that
enhances our ECM suite," said Mr. Shackleton. "We are pleased with how the
acquisition is progressing and to date the integration is tracking to plan."
    Please see note (2) below for a reconciliation of non-US GAAP based
financial measures used in this press release, to US GAAP based financial
measures.

    Teleconference Call

    Open Text will host a conference call on August 20, 2009 at 5:00 p.m. ET
to discuss its final financial results.

    
    Date:     Thursday, August 20, 2009
    Time:     5:00 p.m. ET/2:00 p.m. PT
    Length:   60 minutes
    Where:    416-644-3415
              800-733-7571 (Toll Free)
    

    Please dial-in approximately 10 minutes before the teleconference is
scheduled to begin. A replay of the call will be available beginning August
20, 2009 at 7:00 p.m. ET through 11:59 p.m. on September 3, 2009 and can be
accessed by dialing 416-640-1917 and using passcode 21310608 followed by the
number sign.
    For more information or to listen to the call via Web cast, please use
the following link:
    http://www.opentext.com/events/wa-event.html?id=6638242

    About Open Text

    Open Text(TM) is the world's largest independent provider of Enterprise
Content Management software. The company's solutions manage information for
all types of business, compliance and industry requirements in large
companies, government agencies and professional service firms. Open Text
supports approximately 46,000 customers in 114 countries and 12 languages. For
more information about Open Text, visit www.opentext.com.

    
    Safe Harbor Statement under the Private Securities Litigation Reform Act
    of 1995
    

    This press release contains forward-looking statements, including
statements about the financial conditions, and results of operations and
earnings for Open Text Corporation ("Open Text" or "the Company").
Forward-looking statements in this press release are not promises or
guarantees of future performance and are subject to risks and uncertainties
that could cause the Company's actual results to differ materially from those
anticipated. The Company cautions you not to place undue reliance upon any
such forward-looking statements, which speak only as of the date made. The
results included in this press release are unaudited and therefore are deemed
to be forward-looking statements. Factors that may cause actual results or
earnings to differ materially from such forward-looking statements include,
among others, the following: (i) the future performance, financial and
otherwise, of Open Text; (ii) the ability of Open Text to bring new products
to market and to increase sales; (iii) the strength of the Company's product
development pipeline; (iv) the Company's growth and profitability prospects;
(v) the estimated size and growth prospects of the ECM market; (vi) the
Company's competitive position in the ECM market and its ability to take
advantage of future opportunities in this market; (vii) the benefits of the
Company's products to be realized by customers; and (viii) the demand for the
Company's product and the extent of deployment of the company's products in
the ECM marketplace. Forward-looking statements may also include, without
limitation, any statement relating to future events, conditions or
circumstances. The risks and uncertainties that may affect forward-looking
statements include, but are not limited to: (i) integration of acquisitions
and related restructuring efforts, including the quantum of restructuring
charges and the timing thereof; (ii) the possibility that the Company may be
unable to meet its future reporting requirements under the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder; (iii) the risks
associated with bringing new products to market; (iv) fluctuations in currency
exchange rates; (v) delays in the purchasing decisions of the Company's
customers; (vi) the competition the Company faces in its industry and/or
marketplace; (vii) the possibility of technical, logistical or planning issues
in connection with the deployment of the Company's products or services;
(viii) the continuous commitment of the Company's customers; (ix) demand for
the Company's products; and (10) other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission (SEC), including
the Company's Annual Report on Form 10-K for the year ended June 30, 2008.
Forward-looking statements are based on management's beliefs and opinions at
the time the statements are made, and the Company does not undertake any
obligation to update forward-looking statements should circumstances or
management's beliefs or opinions change.

    
    Notes

    (1) Based on comparison of historical revenue figures publicly
    disseminated by companies in the Enterprise Content Management ("ECM")
    sector. All dollar amounts in this press release are in US Dollars unless
    otherwise indicated.

    (2) In addition to these GAAP and adjusted results the Company has
    provided financial information that adds back maintenance revenue
    eliminated due to the impact of purchase accounting entries on deferred
    revenue and the impact of interest expense. Management believes that the
    furnishing of these adjustments provide a consistent basis for comparison
    between quarters and help to more accurately reflect Open Text's
    underlying operating results.

    (in millions of US dollars, except                    Three months ended
     per-share data)                                        June 30, 2009

    GAAP Revenue                                                     $ 203.4
    Maintenance revenue adjustment for purchase accounting               0.5
                                                          -------------------
    Non-GAAP revenue                                                 $ 203.9
                                                          -------------------
                                                          -------------------

    Adjusted Income                                                  $  39.2
    Maintenance revenue adjustment for purchase accounting               0.5
    Net Interest Expense                                                 2.8
    Income tax effect                                                   (0.9)
                                                          -------------------
    Non-GAAP net income                                              $  41.6
                                                          -------------------
                                                          -------------------

    Adjusted EPS Diluted                                             $  0.73
    Non GAAP Adjustments (net of tax)
      - Maintenance                                                     0.01
      - Interest                                                        0.04
                                                          -------------------
    Non-GAAP EPS                                                     $  0.78
                                                          -------------------
                                                          -------------------


    (in millions of US dollars, except                   Twelve months ended
     per-share data)                                        June 30, 2009

    GAAP Revenue                                                     $ 785.7
    Maintenance revenue adjustment for purchase accounting               1.5
                                                          -------------------
    Non-GAAP revenue                                                 $ 787.2
                                                          -------------------
                                                          -------------------

    Adjusted Income                                                  $ 132.8
    Maintenance revenue adjustment for purchase accounting               1.5
    Net Interest Expense                                                13.6
    Income tax effect                                                   (4.2)
                                                          -------------------
    Non-GAAP net income                                              $ 143.7
                                                          -------------------
                                                          -------------------

    Adjusted EPS Diluted                                             $  2.49
    Non GAAP Adjustments (net of tax)
      - Maintenance                                                     0.02
      - Interest                                                        0.18
                                                          -------------------
    Non-GAAP EPS                                                     $  2.69
                                                          -------------------
                                                          -------------------
    

    (3) Use of US Non-GAAP financial measures
    In addition to reporting financial results in accordance with US GAAP,
the Company provides certain non-US GAAP financial measures that are not in
accordance with US GAAP. These non-US GAAP financial measures have certain
limitations in that they do not have a standardized meaning and thus the
Company's definition may be different from similar non-US GAAP financial
measures used by other companies and/or analysts and may differ from period to
period. Thus it may be more difficult to compare the Company's financial
performance to that of other companies. However, the Company's management
compensates for these limitations by providing the relevant disclosure of the
items excluded in the calculation of adjusted net income and adjusted EPS both
in its reconciliation to the US GAAP financial measures of net income and EPS
and its consolidated financial statements, all of which should be considered
when evaluating the Company's results. The Company uses the financial measures
adjusted EPS and adjusted net income to supplement the information provided in
its consolidated financial statements, which are presented in accordance with
US GAAP. The presentation of adjusted net income and adjusted EPS is not meant
to be a substitute for net income or net income per share presented in
accordance with US GAAP, but rather should be evaluated in conjunction with
and as a supplement to such US GAAP measures. Open Text strongly encourages
investors to review its financial information in its entirety and not to rely
on a single financial measure. The Company therefore believes that despite
these limitations, it is appropriate to supplement the disclosure of the US
GAAP measures with certain non-US GAAP measures for the reasons set forth
below. Adjusted net income and adjusted EPS are calculated as net income or
net income per share on a diluted basis, excluding, where applicable, the
amortization of acquired intangible assets, other income (expense),
share-based compensation, and restructuring, all net of tax. The Company's
management believes that the presentation of adjusted net income and adjusted
EPS provides useful information to investors because it excludes
non-operational charges. The use of the term "non-operational charge" is
defined by the Company as those that do not impact operating decisions taken
by the Company's management and is based upon the way the Company's management
evaluates the performance of the Company's business for use in the Company's
internal reports. In the course of such evaluation and for the purpose of
making operating decisions, the Company's management excludes certain items
from its analysis, such as amortization of acquired intangibles, restructuring
costs, share-based compensation, other income (expense) and the taxation
impact of these items. These items are excluded based upon the manner in which
management evaluates the business of the Company and are not excluded in the
sense that they may be used under US GAAP. The Company believes the provision
of supplemental non-US GAAP measures allows investors to evaluate the
operational and financial performance of the Company's core business using the
same evaluation measures that management uses, and is therefore a useful
indication of Open Text's performance or expected performance of recurring
operations and facilitates period-to-period comparison of operating
performance. As a result, the Company considers it appropriate and reasonable
to provide, in addition to US GAAP measures, supplementary non-US GAAP
financial measures that exclude certain items from the presentation of its
financial results in this press release. The following charts provide
reconciliation (unaudited) of US GAAP based financial measures to non-US GAAP
based financial measures referred to in this press release:

    
    Reconciliation (unaudited) of US GAAP based Net Income to Adjusted Net
    ----------------------------------------------------------------------
    Income (in millions of US dollars) for the quarters ended June 30, 2009
    -----------------------------------------------------------------------
    and 2008:
    ---------

                                     Three months ended   Three months ended
                                        June 30, 2009        June 30, 2008

    GAAP based "Net Income"                       $19.5                $27.3
    Special Charges/(recovery)                      1.2                 (0.3)
    Amortization of intangibles                    17.3                 18.4
    Other (Income)/Expense                          3.0                (11.3)
    Share-based compensation                        1.1                  1.0
    Tax Impact on Above                            (2.9)                (1.8)
    -------------------------------------------------------------------------
    Non-GAAP based "Adjusted Net Income"          $39.2                $33.3
    -------------------------------------------------------------------------


    Reconciliation (unaudited) of US GAAP based EPS to non-US GAAP based EPS
    ------------------------------------------------------------------------
    (calculated on a diluted basis) for the quarters ended June 30, 2009 and
    ------------------------------------------------------------------------
    2008:
    -----

                                     Three months ended   Three months ended
                                        June 30, 2009        June 30, 2008

    GAAP based "Net Income"                       $0.36                $0.51
    Special Charges/(recovery)                     0.02                (0.01)
    Amortization of intangibles                    0.32                 0.35
    Other (Income)/Expense                         0.06                (0.21)
    Share-based compensation                       0.02                 0.02
    Tax Impact on Above                           (0.05)               (0.03)
    -------------------------------------------------------------------------
    Non-GAAP based "Adjusted Net Income"          $0.73                $0.63
    -------------------------------------------------------------------------


    Reconciliation (unaudited) of US GAAP based Net Income to Adjusted Net
    ----------------------------------------------------------------------
    Income (in millions of US dollars) for the fiscal years ended June 30,
    ----------------------------------------------------------------------
    2009 and 2008:
    --------------

                                    Twelve months ended  Twelve months ended
                                       June 30, 2009        June 30, 2008

    GAAP based "Net Income"                     $  56.9                $53.0
    Special Charges/(recovery)                     14.4                 (0.4)
    Amortization of intangibles                    81.0                 72.3
    Other (Income)/Expense                          3.2                  1.0
    Share-based compensation                        5.0                  3.8
    Tax Impact on Above                           (27.7)               (22.7)
    -------------------------------------------------------------------------
    Non-GAAP based "Adjusted Net Income"         $132.8               $107.0
    -------------------------------------------------------------------------


    Reconciliation (unaudited) of US GAAP based EPS to non-US GAAP based EPS
    ------------------------------------------------------------------------
    (calculated on a diluted basis) for the fiscal years ended June 30, 2009
    ------------------------------------------------------------------------
    and 2008:
    ---------

                                    Twelve months ended  Twelve months ended
                                       June 30, 2009        June 30, 2008

    GAAP based "Net Income"                       $1.07                $1.01
    Special Charges/(recovery)                     0.27                (0.01)
    Amortization of intangibles                    1.52                 1.37
    Other (Income)/Expense                         0.06                 0.02
    Share-based compensation                       0.09                 0.07
    Tax Impact on Above                           (0.52)               (0.43)
    -------------------------------------------------------------------------
    Non-GAAP based "Adjusted Net Income"          $2.49                $2.03
    -------------------------------------------------------------------------

    (4) The following table provides a composition of our major currencies
        for revenue and expenses, expressed as a percentage, for the fourth
        quarter of Fiscal 2009:

    Currencies                                 % of Revenue  % of Expenses(*)
    ---------------------------------------- --------------- ----------------
    EURO ...................................            25%              27%
    GBP ....................................             9%               8%
    CHF ....................................             7%               4%
    CAD ....................................             7%              24%
    USD ....................................            45%              33%
    Others .................................             7%               4%
                                             --------------- ----------------
    Total ..................................           100%             100%
                                            ---------------------------------
                                            ---------------------------------

    (*) Expenses include all cost of revenues and operating expenses included
        within the Consolidated Statements of Income, except for amortization
        of intangible assets, share-based compensation and special charges.


    (5) Reconciliation of tax rate reduction on (unaudited) US GAAP based EPS
        ---------------------------------------------------------------------
        to non-US GAAP based EPS (calculated on a diluted basis) for quarters
        ---------------------------------------------------------------------
        ended September 30, 2008, December 31, 2008, March 31, 2009, June 30,
        ---------------------------------------------------------------------
        2009 and year-to-date June 30, 2009.
        ------------------------------------

                         Three       Three       Three       Three   Year to
                        months      months      months      months      date
                         ended       ended       ended       ended    Fiscal
                     9-30-2008  12-31-2008   3-31-2009   6-30-2009      2009

    GAAP based
     "Net Income"        $0.28       $0.01       $0.41     $0.37(*)    $1.07
    Reported Non-GAAP
     based "Adjusted
     Net Income"         $0.53       $0.64       $0.59       $0.73     $2.49
    Quarterly impact
     of reduction in
     year to date tax
     rate adjustment
     reflected in Q4      0.01        0.02        0.01       (0.04)
    Comparable Non-GAAP
     based "Tax Rate
     Effected Adjusted
     Net Income"         $0.54       $0.66       $0.60       $0.69     $2.49

    (*) - The Q4 amount is different from the number presented on the
    consolidated statements of income due to the rounding effect of the
    deferring amounts of weighted average number of common shares outstanding
    on a year-to-date basis compared to a quarter-to-date basis.



                            OPEN TEXT CORPORATION
                         CONSOLIDATED BALANCE SHEETS
            (In thousands of U.S. dollars, except per share data)

                                                              June 30
                                                         2009         2008
                                                    ------------ ------------
                   ASSETS                             Unaudited      Audited

    Current assets:
      Cash and cash equivalents                     $   275,819  $   254,916
      Accounts receivable trade, net of allowance
       for doubtful accounts of $4,208 as of
       June 30, 2009 and $3,974 as of
       June 30, 2008                                    115,802      134,396
      Inventory                                           1,568            -
      Income taxes recoverable                            4,496       16,763
      Prepaid expenses and other current assets          16,604       10,544
      Deferred tax assets                                20,621       13,455
                                                    ------------ ------------
      Total current assets                              434,910      430,074
    Investments in marketable securities                 13,103            -
    Capital assets                                       45,165       43,582
    Goodwill                                            576,111      564,648
    Acquired intangible assets                          315,048      281,824
    Deferred tax assets                                  69,877       59,881
    Other assets                                         13,064       10,491
    Long-term Income taxes recoverable                   39,958       44,176
                                                    ------------ ------------
    Total assets                                    $ 1,507,236  $ 1,434,676
                                                    ------------ ------------
                                                    ------------ ------------

          LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:
      Accounts payable and accrued liabilities      $   115,018  $    99,035
      Current portion of long-term debt                   3,449        3,486
      Deferred revenues                                 189,397      176,967
      Income taxes payable                               10,356       13,499
      Deferred tax liabilities                              508        4,876
                                                    ------------ ------------
      Total current liabilities                         318,728      297,863
    Long-term liabilities:
      Accrued liabilities                                23,073       20,513
      Pension obligation                                 15,803            -
      Long-term debt                                    299,234      304,301
      Deferred revenues                                   7,914        2,573
      Long-term income tax payable                       47,131       54,681
      Deferred tax liabilities                          108,889      109,912
                                                    ------------ ------------
      Total long-term liabilities                       502,044      491,980
    Minority interest                                         -        8,672
    Shareholders' equity:
      Share capital:
      52,716,751 and 51,151,666 Common Shares
       issued and outstanding at June 30, 2009 and
       June 30, 2008, respectively;
      Authorized Common Shares: unlimited               457,982      438,471
      Additional paid in capital                         52,152       39,330
      Accumulated other comprehensive income:            71,851      110,819
      Retained earnings                                 104,479       47,541
                                                    ------------ ------------
      Total shareholders' equity                        686,464      636,161
                                                    ------------ ------------
    Total liabilities and shareholders' equity      $ 1,507,236  $ 1,434,676
                                                    ------------ ------------
                                                    ------------ ------------



                            OPEN TEXT CORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
            (In thousands of U.S. dollars, except per share data)
                                 (Unaudited)

                                                 Year ended June 30,
                                       --------------------------------------
                                            2009         2008         2007
                                       --------------------------------------
    Revenues:
      License                          $   229,818  $   219,103  $   182,507
      Customer support                     405,310      363,580      287,570
      Service and other                    150,537      142,849      125,587
                                       --------------------------------------
      Total revenues                       785,665      725,532      595,664
                                       --------------------------------------
    Cost of revenues:
      License                               16,204       15,415       13,652
      Customer support                      68,902       58,764       46,433
      Service and other                    118,998      117,037      105,955
      Amortization of acquired
       technology-based intangible
       assets                               47,733       41,515       36,206
                                       --------------------------------------
      Total cost of revenues               251,837      232,731      202,246
                                       --------------------------------------
    Gross profit                           533,828      492,801      393,418
                                       --------------------------------------

    Operating expenses:
      Research and development             116,164      107,206       79,102
      Sales and marketing                  186,533      172,873      150,958
      General and administrative            73,842       69,985       61,092
      Depreciation                          12,012       12,017       13,846
      Amortization of acquired
       customer-based intangible assets     33,259       30,759       24,586
      Special charges (recoveries)          14,434         (418)      12,908
                                       --------------------------------------
      Total operating expenses             436,244      392,422      342,492
                                       --------------------------------------
    Income from operations                  97,584      100,379       50,926
                                       --------------------------------------
    Other income (expense)                  (3,187)      (1,023)       1,742
    Interest expense                       (13,620)     (22,859)     (20,282)
                                       --------------------------------------
    Income before income taxes              80,777       76,497       32,386
    Provision for income taxes              23,788       22,993       10,334
                                       --------------------------------------
    Net income before minority interest     56,989       53,504       22,052
    Minority interest                           51          498          392
                                       --------------------------------------
    Net income for the period          $    56,938  $    53,006  $    21,660
                                       --------------------------------------
                                       --------------------------------------
    Net income per share - basic       $      1.09  $      1.04  $      0.44
                                       --------------------------------------
                                       --------------------------------------
    Net income per share - diluted     $      1.07  $      1.01  $      0.43
                                       --------------------------------------
                                       --------------------------------------

    Weighted average number of Common
     Shares outstanding - basic             52,030       50,780       49,393
                                       --------------------------------------
                                       --------------------------------------
    Weighted average number of Common
     Shares outstanding - diluted           53,271       52,604       50,908
                                       --------------------------------------
                                       --------------------------------------



                            OPEN TEXT CORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
            (In thousands of U.S. dollars, except per share data)
                                 (Unaudited)

                                                  Three months ended June 30,
                                                    -------------------------
                                                         2009         2008
                                                    -------------------------
    Revenues:
      License                                       $    62,973  $    68,151
      Customer support                                  104,494       95,056
      Service and other                                  35,889       37,062
                                                    -------------------------
      Total revenues                                    203,356      200,269
                                                    -------------------------
    Cost of revenues:
      License                                             3,534        4,119
      Customer support                                   18,675       17,683
      Service and other                                  29,100       30,485
      Amortization of acquired technology-based
       intangible assets                                 13,562       10,615
                                                    -------------------------
      Total cost of revenues                             64,871       62,902
                                                    -------------------------
    Gross profit                                        138,485      137,367
                                                    -------------------------

    Operating expenses:
      Research and development                           28,829       29,086
      Sales and marketing                                47,928       51,407
      General and administrative                         19,238       17,752
      Depreciation                                        3,165        2,372
      Amortization of acquired customer-based
       intangible assets                                  3,730        7,753
      Special charges (recoveries)                        1,200         (296)
                                                    -------------------------
      Total operating expenses                          104,090      108,074
                                                    -------------------------
    Income from operations                               34,395       29,293
                                                    -------------------------
    Other income (expense)                               (3,039)      11,318
    Interest expense                                     (2,848)        (736)
                                                    -------------------------
    Income before income taxes                           28,508       39,875
    Provision for income taxes                            9,027       12,545
                                                    -------------------------
    Net income before minority interest                  19,481       27,330
    Minority interest                                         -           76
                                                    -------------------------
    Net income for the period                       $    19,481  $    27,254
                                                    -------------------------
                                                    -------------------------
    Net income per share - basic                    $      0.37  $      0.53
                                                    -------------------------
                                                    -------------------------
    Net income per share - diluted                  $      0.36  $      0.51
                                                    -------------------------
                                                    -------------------------

    Weighted average number of Common
     Shares outstanding - basic                          52,648       51,124
                                                    -------------------------
                                                    -------------------------
    Weighted average number of Common
     Shares outstanding - diluted                        53,670       53,068
                                                    -------------------------
                                                    -------------------------



                            OPEN TEXT CORPORATION
                    CONSOLIDATED STATEMENTS OF CASHFLOWS
                       (In thousands of U.S. Dollars)

                                                  Year ended June 30,
                                       --------------------------------------
                                            2009         2008         2007
                                       --------------------------------------

    Cash Flows from operating
     activities:
    Net income for the period              $56,938      $53,006      $21,660
      Adjustments to reconcile net
       income to net cash provided
       by operating activities:
      Depreciation and amortization         93,004       84,291       74,638
      In-Process Research and Development      121          500            -
      Share-based compensation expense       5,032        3,789        5,376
      Employee long-term incentive plan      3,880        2,154            -
      Excess tax benefits on
       share-based compensation expense     (8,631)      (1,079)      (1,285)
      Undistributed earnings related
       to minority interest                     51          498          392
      Pension accruals                       1,377            -            -
      Amortization of debt issuance costs    1,099        1,220          805
      Unrealized loss(gain) on
       financial instruments                (1,682)       3,178         (380)
      Loss on sale or write down of
       capital assets                          353            -            -
      Deferred taxes                        (9,914)     (24,326)     (19,097)
      Impairment of intangible assets            -            -          697
      Changes in operating assets
       and liabilities:
      Accounts receivable                   43,761       (5,626)      11,089
      Inventory                                 50            -            -
      Prepaid expenses and other
       current assets                       (3,130)        (168)       1,425
      Income taxes                          23,274       12,600       (8,313)
      Accounts payable and accrued
       liabilities                         (19,930)         914        6,195
      Deferred revenue                      (6,861)      33,751       13,746
      Other assets                          (2,622)       1,274        3,916
                                       --------------------------------------
    Net cash provided by operating
     activities                            176,170      165,976      110,864
    Cash Flows from investing activities:
      Acquisition of Capital Assets        (12,150)      (6,895)      (5,260)
      Purchase of Vizible                     (850)           -            -
      Purchase of Captaris - net of
       cash acquired                      (101,033)           -            -
      Purchase of eMotion LLC - net of
       cash acquired                        (3,635)           -            -
      Purchase of a division of
       Spicer Corporation                  (11,437)           -            -
      Purchase of Hummingbird                    -            -     (384,761)
      Purchase of Momentum                       -            -       (4,076)
      Additional purchase consideration
       for prior period acquisitions        (4,612)      (1,065)      (2,283)
      Purchase of an asset group
       constituting a business                   -       (2,209)           -
      Investments in Marketable
       securities                           (8,930)           -         (829)
      Acquisition related costs            (18,182)     (18,248)     (39,061)
                                       --------------------------------------
    Net cash used in investing
     activities                           (160,829)     (28,417)    (436,270)
    Cash flows from financing
     activities:
      Excess tax benefits on
       share-based compensation expense      8,631        1,079        1,285
      Proceeds from issuance of
       Common shares                        19,593       12,272       11,734
      Proceeds from long-term debt               -            -      390,000
      Repayment of long-term debt           (3,426)     (63,616)     (33,247)
      Debt Issuance Costs                        -         (349)      (7,433)
                                       --------------------------------------
    Net cash provided by (used in)
     financing activities                   24,798      (50,614)     362,339
    Foreign Exchange gain (loss) on
     cash and cash equivalents             (19,236)      17,992        5,692
    Increase in cash and cash
     equivalents during the period          20,903      104,937       42,625
    Cash and cash equivalents at the
     beginning of the period               254,916      149,979      107,354
                                       --------------------------------------
    Cash and cash equivalents at the
     end of the period                    $275,819     $254,916     $149,979
                                       --------------------------------------
                                       --------------------------------------



                            OPEN TEXT CORPORATION
                    CONSOLIDATED STATEMENTS OF CASHFLOWS
                       (In thousands of U.S. Dollars)

                                                            Unaudited
                                                    -------------------------
                                                        Three months ended
                                                             June 30
                                                    -------------------------
                                                         2009         2008
                                                    -------------------------

    Cash Flows from operating activities:
    Net income for the period                           $19,481      $27,254
      Adjustments to reconcile net income to net cash
       provided by operating activities:
      Depreciation and amortization                      20,457       20,740
      In-Process Research and Development                     -            -
      Share-based compensation expense                    1,075          994
      Employee long-term incentive plan                   1,484          664
      Excess tax benefits on share-based
       compensation expense                                (249)        (212)
      Undistributed earnings related to minority
       interest                                               -           76
      Pension accruals                                      253            -
      Amortization of debt issuance costs                   268          216
      Unrealized loss (gain) on financial instruments    (1,548)      (2,401)
      Loss on sale or write down of capital assets            -            -
      Deferred taxes                                     (6,337)     (19,707)
      Changes in operating assets and liabilities:
      Accounts receivable                                (4,136)       1,392
      Inventory                                             370            -
      Prepaid expenses and other current assets             295        1,840
      Income taxes                                       13,618        6,708
      Accounts payable and accrued liabilities            1,247        8,763
      Deferred revenue                                   (5,557)      (2,304)
      Other assets                                       (2,094)         588
                                                    -------------------------
    Net cash provided by operating activities            38,627       44,611
    Cash Flows from investing activities:
      Acquisition of Capital Assets                      (5,842)      (1,481)
      Purchase of Vizible                                  (850)           -
      Additional purchase consideration for prior
       period acquisitions                                    -         (614)
      Acquisition related costs                          (5,604)      (3,341)
                                                    -------------------------
    Net cash used in investing activities               (12,296)      (5,436)
    Cash flows from financing activities:
      Excess tax benefits on share-based
       compensation expense                                 249          212
      Proceeds from issuance of Common shares             1,919          857
      Repayment of long-term debt                          (856)        (870)
                                                    -------------------------
    Net cash provided by (used in) financing
     activities                                           1,312          199
    Foreign Exchange gain (loss) on cash and cash
     equivalents                                         11,128         (220)
    Increase in cash and cash equivalents during
     the period                                          38,771       39,154
    Cash and cash equivalents at the beginning of
     the period                                         237,048      215,762
                                                    -------------------------
    Cash and cash equivalents at the end of the
     period                                            $275,819     $254,916
                                                    -------------------------
                                                    -------------------------
    





For further information:

For further information: Paul McFeeters, Chief Financial Officer, Open
Text Corporation, (905) 762-6121, pmcfeeters@opentext.com; Greg Secord, Vice
President, Investor Relations, Open Text Corporation, (519) 888-7111 ext.2408,
gsecord@opentext.com


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