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      Open Text Reports Fourth Quarter and Fiscal Year 2013 Financial Results


      News provided by

      Open Text Corporation

      Jul 31, 2013, 16:03 ET

      Share this article

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      WATERLOO, Ontario, July 31, 2013 /CNW/ - Open Text(TM) Corporation (NASDAQ: OTEX) (TSX: OTC), announced today its financial results for the fourth quarter and fiscal year ended June 30, 2013.

      Financial Highlights for Q4 FY13 (1)

      • Total revenue for the period was $347.3 million, up 14% Y/Y
      • License revenue was $78.8 million, up 1% Y/Y
      • Cloud services revenue was $41.9 million
      • Non-GAAP-based EPS, diluted was $1.43 compared to $1.17 Y/Y, up 22% Y/Y; GAAP-based EPS, diluted was $0.71 compared to $0.14 Y/Y (2)
      • Non-GAAP-based income from operations was $102.4 million and 29% of revenues; GAAP-based income from operations was $49.5 million and 14% of revenues (2)
      • Operating cash flow was $65.2 million, inclusive of a $27.0 million litigation settlement primarily relating to a legacy EasyLink liability, compared to $79.8 million Y/Y, down 18%Y/Y, with an ending cash balance of $470.4 million.

      Financial Highlights for FY13 (1)

      • Total revenue for the period was $1,363.3 million, up 13% Y/Y
      • License revenue was $279.6 million, down 5% Y/Y
      • Cloud services revenue was $173.8 million
      • Non-GAAP-based EPS, diluted was $5.57 compared to $4.60 Y/Y, up 21% Y/Y; GAAP-based EPS, diluted was $2.51 compared to $2.13 Y/Y (2)
      • Non-GAAP-based income from operations was $399.6 million and 29% of revenues; GAAP-based income from operations was $197.7 million and 15% of revenues (2)
      • Operating cash flow was $318.5 million, inclusive of a $27.0 million litigation settlement primarily relating to a legacy EasyLink liability, compared to $266.5 million Y/Y, up 20%Y/Y.

      "We are pleased with our performance this year, delivering historical records in revenue, operating cash flow and non-GAAP earnings while making the strategic acquisition of Easylink and introducing a quarterly dividend program," said OpenText CEO Mark J. Barrenechea. "With our sales organization expanded and fully trained, and our leadership position established as a premiere EIM provider, we demonstrated 6% organic license growth in the second half of FY2013 over the same period last year."

      "Our FY14 focus is intelligent growth, a commitment to growing earnings, cash flows and creating value for our stakeholders while investing in the markets where we can win. These investments include broader EIM capabilities, expanding our distribution, both direct and through partners, expanding our presence in the cloud and furthering our reach into fast growing markets."

      Business Highlights

      • Services, public sector, financial and technology industries saw the most demand
      • 5 license transactions over $1 million and 15 license transactions between $500K and $1 million
      • Customer successes in the quarter include Apotex, CONSOL Energy, Daimler South East Asia Pte Ltd, Hasbro, MAN Diesel & Turbo, Marvel Entertainment, LLC, The U.S. Department of Education and Wellington City Council.
      • OpenText unveils responsive, intuitive web experience management solution for targeted, more interactive online customer experiences and extends partner ecosystem for web experience management
      • OpenText EIM products to support SAP HANA®, cloud and mobility offerings, and expands reach of its cloud-based solutions now included in SAP® Cloud for Travel solution
      • OpenText acquires long-standing partner ICCM Professional Services Limited (ICCM), on May 23, 2013. Based in Malmesbury, United Kingdom, ICCM is focused on BPM Smart Process Applications.
      • OpenText named a leader in independent research firm's Smart Process Applications report
      • OpenText appoints Noriyuki Hayakawa as President, OpenText Japan

      Dividend Program Highlights

      Pursuant to the previously announced policy to declare non-cumulative quarterly dividends to holders of its common shares, the Board of Directors has declared a quarterly dividend of $0.30 per share with respect to outstanding common shares of the Company for the quarter ended June 30, 2013. The quarterly dividend is payable on September 20, 2013 to shareholders of record on August 30, 2013.

      Summary of Quarterly Results









      Q4 FY13

      Q3 FY13

      Q4 FY12

      % Change

      (Q/Q)


      % Change

      (Y/Y)


      Revenue (million)

      $

      347.3


      $

      337.7


      $

      305.6


      2.8

      %


      13.6

      %


      GAAP-based gross margin

      66.0

      %

      63.9

      %

      65.8

      %

      210


      bps

      20


      bps

      GAAP-based operating margin

      14.2

      %

      12.1

      %

      13.0

      %

      210


      bps

      120


      bps

      GAAP-based EPS, diluted

      $

      0.71


      $

      0.44


      $

      0.14


      61.4

      %


      407.1

      %


      Non-GAAP-based gross margin (2)

      72.9

      %

      70.8

      %

      72.9

      %

      210


      bps

      —


      bps

      Non-GAAP-based operating margin (2)

      29.5

      %

      26.8

      %

      27.7

      %

      270


      bps

      180


      bps

      Non-GAAP-based EPS, diluted (2)

      $

      1.43


      $

      1.26


      $

      1.17


      13.5

      %


      22.2

      %


      Summary of Year to Date Results








      FY13

      Q3 YTD FY13

      FY12


      % Change

      (Y/Y) (bps)


      Revenue (million)

      $

      1,363.3


      $

      1,016.1


      $

      1,207.5



      12.9

      %


      GAAP-based gross margin

      64.4

      %

      63.8

      %

      65.4

      %


      (100)


      bps

      GAAP-based operating margin

      14.5

      %

      14.6

      %

      12.4

      %


      210


      bps

      GAAP-based EPS, diluted

      $

      2.51


      $

      1.80


      $

      2.13



      17.8

      %


      Non-GAAP-based gross margin (2)

      71.3

      %

      70.8

      %

      72.5

      %


      (120)


      bps

      Non-GAAP-based operating margin (2)

      29.3

      %

      29.2

      %

      27.3

      %


      200


      bps

      Non-GAAP-based EPS, diluted (2)

      $

      5.57


      $

      4.14


      $

      4.60



      21.1

      %


      Conference Call Information

      The public is invited to listen to the earnings conference call today at 5:00 p.m. ET (2:00 p.m. PT) by dialing 877-974-0445 (toll-free) or 416-644-3415 (international). Please dial-in 15 minutes ahead of time to ensure proper connection. Alternatively, a live webcast of the earnings conference call will be available on the Investor Relations section of the Company's website at http://www.opentext.com/2/global/ex_event.html?evtype=events&id=701D0000000W0eGIAS.

      An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until 11:59 p.m. on August 7, 2013 and can be accessed by dialing 877-289-8525 (toll-free) or 416-640-1917 (international) and entering the confirmation code: 4626584 followed by the number sign.

      Please see below note (2) for a reconciliation of non-U.S. GAAP-based financial measures used in this press release, to U.S. GAAP-based financial measures.

      About OpenText

      OpenText is the largest independent software provider of Enterprise Information Management (EIM). For more information please visit www.opentext.com.

      Cautionary Statement Regarding Forward-Looking Statements

      Certain statements in this press release, including statements about the focus of Open Text Corporation ("OpenText" or "the Company") in fiscal 2014 on growth in earnings and cash flows, creating value through investments in broader EIM capabilities, distribution, the Company's presence in the cloud and in growth markets, its financial conditions, results of operations and earnings; declaration of quarterly dividends; and other matters, are considered forward-looking statements or information under applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements to differ materially. Such factors include, but are not limited to, (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText 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 EIM market; (vi) the Company's competitive position in the EIM 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; (viii) the demand for the Company's product and the extent of deployment of the Company's products in the EIM marketplace; and (ix) the Company's financial condition and capital requirements. 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 there under; (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; and (ix) demand for the Company's products. For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

      Copyright ©2013 Open Text Corporation. OpenText is a trademark or registered trademark of Open Text SA and/or Open Text ULC. The list of trademarks is not exhaustive of other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text SA or other respective owners. All rights reserved. For more information, visit: http://www.opentext.com/2/global/site-copyright.html_SKU.


      OPEN TEXT CORPORATION

      CONSOLIDATED BALANCE SHEETS

      (In thousands of U.S. dollars, except share data)



      June 30, 2013


      June 30, 2012





      ASSETS




      Cash and cash equivalents

      $

      470,445



      $

      559,747


      Accounts receivable trade, net of allowance for doubtful accounts of $4,871 as of June 30, 2013 and $5,655 as of June 30, 2012

      174,927



      163,664


      Income taxes recoverable

      17,173



      17,849


      Prepaid expenses and other current assets

      43,464



      45,613


      Deferred tax assets

      11,082



      4,003


      Total current assets

      717,091



      790,876


      Property and equipment

      88,364



      81,157


      Goodwill

      1,246,872



      1,040,234


      Acquired intangible assets

      363,615



      312,563


      Deferred tax assets

      135,695



      115,128


      Other assets

      25,082



      22,137


      Deferred charges

      67,633



      68,653


      Long-term income taxes recoverable

      10,465



      13,545


      Total assets

      $

      2,654,817



      $

      2,444,293


      LIABILITIES AND SHAREHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued liabilities

      $

      188,443



      $

      132,015


      Current portion of long-term debt

      51,742



      41,374


      Deferred revenues

      282,387



      273,987


      Income taxes payable

      4,184



      27,806


      Deferred tax liabilities

      1,127



      1,612


      Total current liabilities

      527,883



      476,794


      Long-term liabilities:




      Accrued liabilities

      17,849



      13,966


      Deferred credits

      11,608



      10,086


      Pension liability

      24,509



      22,074


      Long-term debt

      513,750



      555,000


      Deferred revenues

      11,830



      12,653


      Long-term income taxes payable

      140,508



      147,623


      Deferred tax liabilities

      69,672



      26,705


      Total long-term liabilities

      789,726



      788,107


      Shareholders' equity:




      Share capital




      59,028,886 and 58,358,990 Common Shares issued and outstanding at June 30, 2013 and June 30, 2012, respectively; Authorized Common Shares: unlimited

      651,642



      635,321


      Additional paid-in capital

      101,865



      95,026


      Accumulated other comprehensive income

      39,890



      44,364


      Retained earnings

      572,885



      442,068


      Treasury stock, at cost (610,878 and 793,494 shares at June 30, 2013 and at June 30, 2012, respectively)

      (29,074)



      (37,387)


      Total shareholders' equity

      1,337,208



      1,179,392


      Total liabilities and shareholders' equity

      $

      2,654,817



      $

      2,444,293



      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF INCOME

      (In thousands of U.S. dollars, except share and per share data)




      Year Ended June 30,



      2013


      2012


      2011

      Revenues:







      License


      $

      279,598



      $

      293,719



      $

      269,202


      Cloud services


      173,799



      —



      —


      Customer support


      658,216



      656,568



      560,541


      Professional service and other


      251,723



      257,186



      203,560


      Total revenues


      1,363,336



      1,207,473



      1,033,303


      Cost of revenues:







      License


      16,107



      18,033



      18,284


      Cloud services


      72,365



      —



      —


      Customer support


      106,948



      110,504



      86,834


      Professional service and other


      196,874



      204,909



      167,854


      Amortization of acquired technology-based intangible assets


      93,610



      84,572



      68,048


      Total cost of revenues


      485,904



      418,018



      341,020


      Gross profit


      877,432



      789,455



      692,283


      Operating expenses:







      Research and development


      164,010



      169,043



      145,992


      Sales and marketing


      289,157



      274,544



      232,332


      General and administrative


      109,325



      97,072



      86,696


      Depreciation


      24,496



      21,587



      22,116


      Amortization of acquired customer-based intangible assets


      68,745



      53,326



      38,966


      Special charges


      24,034



      24,523



      15,576


      Total operating expenses


      679,767



      640,095



      541,678


      Income from operations


      197,665



      149,360



      150,605


      Other income (expense), net


      (2,473)



      3,549



      (6,019)


      Interest expense, net


      (16,982)



      (15,564)



      (8,452)


      Income before income taxes


      178,210



      137,345



      136,134


      Provision for (recovery of) income taxes


      29,690



      12,171



      12,931


      Net income for the period


      $

      148,520



      $

      125,174



      $

      123,203


      Earnings per share—basic


      $

      2.53



      $

      2.16



      $

      2.16


      Earnings per share—diluted


      $

      2.51



      $

      2.13



      $

      2.11


      Weighted average number of Common Shares outstanding—basic


      58,604



      57,890



      57,077


      Weighted average number of Common Shares outstanding—diluted


      59,062



      58,734



      58,260


      Dividends declared per Common Share


      $

      0.30



      $

      —



      $

      —


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF INCOME

      (In thousands of U.S. dollars, except share and per share data)




      Three Months Ended

      June 30,



      2013


      2012

      Revenues:





      License


      $

      78,782



      $

      78,031


      Cloud services


      41,890



      —


      Customer support


      164,889



      163,128


      Professional service and other


      61,706



      64,465


      Total revenues


      347,267



      305,624


      Cost of revenues:





      License


      3,529



      4,116


      Cloud services


      17,696



      —


      Customer support


      25,351



      27,780


      Professional service and other


      47,879



      51,358


      Amortization of acquired technology-based intangible assets


      23,579



      21,265


      Total cost of revenues


      118,034



      104,519


      Gross profit


      229,233



      201,105


      Operating expenses:





      Research and development


      42,383



      41,195


      Sales and marketing


      79,338



      71,641


      General and administrative


      27,857



      24,186


      Depreciation


      6,218



      5,268


      Amortization of acquired customer-based intangible assets


      17,197



      13,378


      Special charges


      6,767



      5,747


      Total operating expenses


      179,760



      161,415


      Income from operations


      49,473



      39,690


      Other income (expense), net


      (4,180)



      (6,596)


      Interest expense, net


      (3,990)



      (4,410)


      Income before income taxes


      41,303



      28,684


      Provision for (recovery of) income taxes


      (869)



      20,713


      Net income for the period


      $

      42,172



      $

      7,971


      Earnings per share—basic


      $

      0.72



      $

      0.14


      Earnings per share—diluted


      $

      0.71



      $

      0.14


      Weighted average number of Common Shares outstanding—basic


      58,875



      58,270


      Weighted average number of Common Shares outstanding—diluted


      59,238



      58,847


      Dividends declared per Common share


      $

      0.30



      $

      —


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

      (In thousands of U.S. dollars)



      Year Ended June 30,


      2013


      2012


      2011

      Net income for the period

      $

      148,520



      $

      125,174



      $

      123,203


      Other comprehensive income—net of tax:






      Net foreign currency translation adjustments

      (1,879)



      (9,197)



      15,388


      Net unrealized gain (loss) on cash flow hedges

      (2,536)



      (1,069)



      1,275


      Net actuarial gain (loss) relating to defined benefit pension plans

      (59)



      (5,840)



      (214)














      Total other comprehensive income (loss), net, for the period

      $

      (4,474)



      $

      (16,106)



      $

      16,449



      Total comprehensive income

      $

      144,046



      $

      109,068



      $

      139,652


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

      (In thousands of U.S. dollars)



      Three Months Ended
      June 30,


      2013


      2012

      Net income for the period

      $

      42,172



      $

      7,971


      Other comprehensive income—net of tax:




      Net foreign currency translation adjustments

      2,911



      1,930


      Net unrealized gain (loss) on cash flow hedges

      (2,194)



      (737)


      Net actuarial gain (loss) relating to defined benefit pension plans

      474



      (2,318)










      Total other comprehensive income (loss), net, for the period

      $

      1,191



      $

      (1,125)










      Total comprehensive income

      $

      43,363



      $

      6,846


      OPEN TEXT CORPORATION
      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)



      Year Ended June 30,


      2013


      2012


      2011

      Cash flows from operating activities:






      Net income for the period

      $

      148,520



      $

      125,174



      $

      123,203


      Adjustments to reconcile net income to net cash provided by operating activities:






      Depreciation and amortization of intangible assets

      186,851



      159,485



      129,130


      Share-based compensation expense

      15,575



      18,097



      11,308


      Excess tax benefits on share-based compensation expense

      (915)



      (2,723)



      (1,888)


      Pension expense

      910



      543



      552


      Amortization of debt issuance costs

      2,123



      1,703



      1,359


      Amortization of deferred charges and credits

      11,815



      11,579



      8,519


      Loss on sale and write down of property and equipment

      24



      203



      12


      Deferred taxes

      (5,796)



      (78,792)



      (17,779)


      Impairment and other non cash charges

      —



      1,389



      (482)


      Changes in operating assets and liabilities:








      Accounts receivable

      17,965



      5,319



      200


      Prepaid expenses and other current assets

      4,242



      (2,079)



      1,833


      Income taxes

      (17,053)



      68,601



      9,444


      Deferred charges and credits

      (9,274)



      (22,035)



      (29,071)


      Accounts payable and accrued liabilities

      (41,409)



      (17,812)



      (21,197)


      Deferred revenue

      5,418



      (4,581)



      10,738


      Other assets

      (494)



      2,419



      (2,660)


      Net cash provided by operating activities

      318,502



      266,490



      223,221


      Cash flows from investing activities:






      Additions of property and equipment

      (23,107)



      (25,828)



      (36,662)


      Purchase of patents

      (192)



      (193)



      —


      Purchase of System Solutions Australia Pty Limited, net of cash acquired

      (516)



      (1,738)



      —


      Purchase of EasyLink Services International Corporation, net of cash acquired

      (315,331)



      —



      —


      Purchase of Resonate KT Limited, net of cash acquired

      (19,366)



      —



      —


      Purchase of ICCM Professional Services Limited, net of cash acquired

      (11,257)



      —



      —


      Purchase of Operitel Corporation, net of cash acquired

      —



      (7,014)



      —


      Purchase of Global 360 Holding Corp., net of cash acquired

      —



      (245,653)



      —


      Purchase of StreamServe Inc., net of cash acquired

      —



      —



      (57,221)


      Purchase of weComm Limited, net of cash acquired

      —



      —



      (20,198)


      Purchase of Metastorm Inc., net of cash acquired

      —



      —



      (168,657)


      Purchase of New Generation Consulting Inc

      —



      —



      (471)


      Purchase consideration for prior period acquisitions

      (875)



      (1,113)



      (4,577)


      Other investing activities

      (3,750)



      —



      518


      Net cash used in investing activities

      (374,394)



      (281,539)



      (287,268)


      Cash flows from financing activities:






      Excess tax benefits on share-based compensation expense

      915



      2,723



      1,888


      Proceeds from issuance of Common Shares

      16,347



      21,270



      11,512


      Purchase of Treasury Stock

      —



      (10,888)



      (12,499)


      Proceeds from long-term debt and revolver

      —



      648,500



      —


      Repayment of long-term debt and revolver

      (30,677)



      (349,187)



      (3,575)


      Debt issuance costs

      —



      (9,834)



      (29)


      Payments of dividends to shareholders

      (17,703)



      —



      —


      Net cash provided by (used in) financing activities

      (31,118)



      302,584



      (2,703)


      Foreign exchange gain (loss) on cash held in foreign currencies

      (2,292)



      (11,928)



      24,698


      Increase (decrease) in cash and cash equivalents during the period

      (89,302)



      275,607



      (42,052)


      Cash and cash equivalents at beginning of the period

      559,747



      284,140



      326,192


      Cash and cash equivalents at end of the period

      $

      470,445



      $

      559,747



      $

      284,140



      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)



      Three Months Ended
      June 30,


      2013


      2012

      Cash flows from operating activities:




      Net income for the period

      $

      42,172



      $

      7,971


      Adjustments to reconcile net income to net cash provided by operating activities:




      Depreciation and amortization of intangible assets

      46,994



      39,911


      Share-based compensation expense

      5,422



      4,691


      Excess tax benefits on share-based compensation expense

      (303)



      (13)


      Pension expense

      218



      66


      Amortization of debt issuance costs

      532



      537


      Amortization of deferred charges and credits

      3,195



      3,122


      Loss on sale and write down of property and equipment

      —



      —


      Deferred taxes

      1,566



      (57,700)


      Impairment and other non cash charges

      —



      44


      Changes in operating assets and liabilities:




      Accounts receivable

      2,578



      14,583


      Prepaid expenses and other current assets

      6,303



      1,028


      Income taxes

      (2,146)



      69,551


      Deferred charges and credits

      (12,854)



      2,043


      Accounts payable and accrued liabilities

      (14,233)



      3,540


      Deferred revenue

      (12,774)



      (13,078)


      Other assets

      (1,453)



      3,550


      Net cash provided by operating activities

      65,217



      79,846


      Cash flows from investing activities:




      Additions of property and equipment

      (7,315)



      (4,447)


      Purchase of patents

      (192)



      —


      Purchase of System Solutions Australia Pty Limited, net of cash acquired

      —



      —


      Purchase of EasyLink Services International Corporation, net of cash acquired

      —



      —


      Purchase of Resonate KT Limited, net of cash acquired

      —



      —


      Purchase of ICCM Professional Services Limited, net of cash acquired

      (11,257)



      —


      Purchase of Operitel Corporation, net of cash acquired

      —



      (623)


      Purchase of Global 360 Holding Corp., net of cash acquired

      —



      —


      Purchase of StreamServe Inc., net of cash acquired

      —



      —


      Purchase of weComm Limited, net of cash acquired

      —



      —


      Purchase of Metastorm Inc., net of cash acquired

      —



      —


      Purchase of New Generation Consulting Inc

      —



      —


      Purchase consideration for prior period acquisitions

      (222)



      (187)


      Other investing activities

      (3,750)




      —


      Net cash used in investing activities

      (22,736)



      (5,257)


      Cash flows from financing activities:




      Excess tax benefits on share-based compensation expense

      303



      13


      Proceeds from issuance of Common Shares

      8,817



      2,934


      Purchase of Treasury Stock

      —



      (10,888)


      Proceeds from long-term debt and revolver

      —



      —


      Repayment of long-term debt and revolver

      (7,669)



      (7,667)


      Debt issuance costs

      —



      —


      Payments of dividends to shareholders

      (17,703)



      —


      Net cash provided by (used in) financing activities

      (16,252)



      (15,608)


      Foreign exchange gain (loss) on cash held in foreign currencies

      (2,695)



      (8,140)


      Increase (decrease) in cash and cash equivalents during the period

      23,534



      50,841


      Cash and cash equivalents at beginning of the period

      446,911



      508,906


      Cash and cash equivalents at end of the period

      $

      470,445



      $

      559,747



      Notes

      (1)

      All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.

      (2)

      Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (non-GAAP).These non-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-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 these non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results.


      The Company uses these non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of non-GAAP financial measures are not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText 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 U.S. GAAP measures with certain non-GAAP measures defined below.


      Non-GAAP-based net income and non-GAAP-based EPS are calculated as net income or net income per share on a diluted basis, excluding, the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges, all net of tax. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets. Non-GAAP-based gross margin is calculated as non-GAAP-based gross profit expressed as a percentage of revenue. Non-GAAP-based income from operations is calculated as income from operations, excluding, the amortization of acquired intangible assets, special charges, and share-based compensation. Non-GAAP-based operating margin is calculated as non-GAAP-based income from operations expressed as a percentage of revenue.


      The Company's management believes that the presentation, of the above defined non-GAAP financial measures, provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing 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, including amortization of acquired intangible assets, special charges, 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 U.S. GAAP.


      The Company believes the provision of supplemental non-GAAP measures allow 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 OpenText's performance or expected performance of future 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 U.S. GAAP measures, supplementary non-GAAP financial measures that exclude certain items from the presentation of its financial results in this press release.


      The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial measures to non-U.S. GAAP-based financial measures for the following periods presented:


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended June 30, 2013.

      ($ in thousands except for per share amounts)



      Three Months Ended

      June 30, 2013



      GAAP-based

      Measures

      GAAP-based Measures

      % of Revenue

      Adjustments

      Note

      Non-GAAP-based

      Measures

      Non-GAAP-based Measures

      % of Revenue

      Cost of revenues







      Cloud services

      $

      17,696



      $

      (48)


      (1)


      $

      17,648



      Customer Support

      25,351



      (159)


      (1)


      25,192



      Professional Service and Other

      47,879



      (255)


      (1)


      47,624



      Amortization of acquired technology-based intangible assets

      23,579



      (23,579)


      (2)


      —



      GAAP-based gross profit and gross margin (%) /

      Non-GAAP-based gross profit and gross margin (%)

      229,233


      66.0

      %

      24,041


      (3)


      253,274


      72.9

      %

      Operating Expenses







      Research and development

      42,383



      (526)


      (1)


      41,857



      Sales and marketing

      79,338



      (2,476)


      (1)


      76,862



      General and administrative

      27,857



      (1,958)


      (1)


      25,899



      Amortization of acquired customer-based intangible assets

      17,197



      (17,197)


      (2)


      —



      Special charges

      6,767



      (6,767)


      (4)


      —



      GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)

      49,473


      14.2

      %

      52,965


      (5)


      102,438


      29.5

      %

      Other income (expense), net

      (4,180)



      4,180


      (6)


      —



      Provision for (recovery of) income taxes

      (869)



      14,652


      (7)


      13,783



      GAAP-based net income / Non-GAAP-based net income

      42,172



      42,493


      (8)


      84,665



      GAAP-based earnings per share /

      Non-GAAP-based earnings per share-diluted

      $

      0.71



      $

      0.72


      (8)


      $

      1.43




      (1)

      Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

      (2)

      Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

      (3)

      GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.

      (4)

      Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (5)

      GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.

      (6)

      Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax recovery of approximately 2% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

      (8)

      Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:



      Three Months Ended
      June 30, 2013



      Per share

      Non-GAAP-based net income

      $

      84,665


      $

      1.43


      Less:



      Amortization

      40,776


      0.69


      Share-based compensation

      5,422


      0.09


      Special charges

      6,767


      0.11


      Other (income) expense, net

      4,180


      0.07


      GAAP-based provision for (recovery of) income taxes

      (869)


      (0.01)


      Non-GAAP-based provision for income taxes

      (13,783)


      (0.23)


      GAAP-based net income

      $

      42,172


      $

      0.71



      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2013.

      ($ in thousands except for per share amounts)



      Year Ended

      June 30, 2013



      GAAP-based

      Measures

      GAAP-based Measures

      % of Revenue

      Adjustments

      Note

      Non-GAAP-based

      Measures

      Non-GAAP-based Measures

      % of Revenue

      Cost of revenues







      Cloud services

      $

      72,365



      $

      (128)


      (1)


      $

      72,237



      Customer Support

      106,948



      (434)


      (1)


      106,514



      Professional Service and Other

      196,874



      (915)


      (1)


      195,959



      Amortization of acquired technology-based intangible assets

      93,610



      (93,610)


      (2)


      —



      GAAP-based gross profit and gross margin (%) /

      Non-GAAP-based gross profit and gross margin (%)

      877,432


      64.4

      %

      95,087


      (3)


      972,519


      71.3

      %

      Operating Expenses







      Research and development

      164,010



      (1,693)


      (1)


      162,317



      Sales and marketing

      289,157



      (8,429)


      (1)


      280,728



      General and administrative

      109,325



      (3,976)


      (1)


      105,349



      Amortization of acquired customer-based intangible assets

      68,745



      (68,745)


      (2)


      —



      Special charges

      24,034



      (24,034)


      (4)


      —



      GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)

      197,665


      14.5

      %

      201,964


      (5)


      399,629


      29.3

      %

      Other income (expense), net

      (2,473)



      2,473


      (6)


      —



      Provision for (recovery of) income taxes

      29,690



      23,881


      (7)


      53,571



      GAAP-based net income / Non-GAAP-based net income

      148,520



      180,556


      (8)


      329,076



      GAAP-based earnings per share /

      Non-GAAP-based earnings per share-diluted

      $

      2.51



      $

      3.06


      (8)


      $

      5.57




      (1)

      Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

      (2)

      Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

      (3)

      GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.

      (4)

      Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (5)

      GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.

      (6)

      Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision of approximately 17% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

      (8)

      Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:



      Year Ended

      June 30, 2013



      Per share

      Non-GAAP-based net income

      $

      329,076


      $

      5.57


      Less:



      Amortization

      162,355


      2.75


      Share-based compensation

      15,575


      0.26


      Special charges

      24,034


      0.41


      Other (income) expense, net

      2,473


      0.04


      GAAP-based provision for (recovery of) income taxes

      29,690


      0.50


      Non-GAAP-based provision for income taxes

      (53,571)


      (0.90)


      GAAP-based net income

      $

      148,520


      $

      2.51


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2013.

      ($ in thousands except for per share amounts)



      Three Months Ended
      March 31, 2013



      GAAP-based

      Measures

      GAAP-based Measures

      % of Revenue

      Adjustments

      Note

      Non-GAAP-based

      Measures

      Non-GAAP-based Measures

      % of Revenue

      Cost of revenues







      Cloud services

      $

      18,741



      $

      (50)


      (1)


      $

      18,691



      Customer Support

      27,497



      (130)


      (1)


      27,367



      Professional Service and Other

      49,701



      (295)


      (1)


      49,406



      Amortization of acquired technology-based intangible assets

      23,058



      (23,058)


      (2)


      —



      GAAP-based gross profit and gross margin (%) /

      Non-GAAP-based gross profit and gross margin (%)

      215,619


      63.9

      %

      23,533


      (3)


      239,152


      70.8

      %

      Operating Expenses







      Research and development

      43,003



      (498)


      (1)


      42,505



      Sales and marketing

      77,327



      (2,634)


      (1)


      74,693



      General and administrative

      25,762



      (270)


      (1)


      25,492



      Amortization of acquired customer-based intangible assets

      17,149



      (17,149)


      (2)


      —



      Special charges

      5,444



      (5,444)


      (4)


      —



      GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)

      40,870


      12.1

      %

      49,528


      (5)


      90,398


      26.8

      %

      Other income (expense), net

      237



      (237)


      (6)


      —



      Provision for (recovery of) income taxes

      11,187



      893


      (7)


      12,080



      GAAP-based net income / Non-GAAP-based net income

      25,811



      48,398


      (8)


      74,209



      GAAP-based earnings per share /

      Non-GAAP-based earnings per share-diluted

      $

      0.44



      $

      0.82


      (8)


      $

      1.26


















      (1)

      Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

      (2)

      Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

      (3)

      GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.

      (4)

      Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (5)

      GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.

      (6)

      Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision of approximately 30% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

      (8)

      Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:



      Three Months Ended
      March 31, 2013



      Per share

      Non-GAAP-based net income

      $

      74,209


      $

      1.26


      Less:



      Amortization

      40,207


      0.68


      Share-based compensation

      3,877


      0.07


      Special charges

      5,444


      0.09


      Other (income) expense, net

      (237)


      —


      GAAP-based provision for (recovery of) income taxes

      11,187


      0.19


      Non-GAAP-based provision for income taxes

      (12,080)


      (0.21)


      GAAP-based net income

      $

      25,811


      $

      0.44



      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the nine months ended March 31, 2013.

      ($ in thousands except for per share amounts)



      Nine Months Ended
      March 31, 2013



      GAAP-based

      Measures

      GAAP-based Measures

      % of Revenue

      Adjustments

      Note

      Non-GAAP-based

      Measures

      Non-GAAP-based Measures

      % of Revenue

      Cost of revenues







      Cloud services

      $

      54,669



      $

      (80)


      (1)


      $

      54,589



      Customer Support

      81,597



      (275)


      (1)


      81,322



      Professional Service and Other

      148,995



      (660)


      (1)


      148,335



      Amortization of acquired technology-based intangible assets

      70,031



      (70,031)


      (2)


      —



      GAAP-based gross profit and gross margin (%) /

      Non-GAAP-based gross profit and gross margin (%)

      648,199


      63.8

      %

      71,046


      (3)


      719,245


      70.8

      %

      Operating Expenses







      Research and development

      121,627



      (1,167)


      (1)


      120,460



      Sales and marketing

      209,819



      (5,953)


      (1)


      203,866



      General and administrative

      81,468



      (2,018)


      (1)


      79,450



      Amortization of acquired customer-based intangible assets

      51,548



      (51,548)


      (2)


      —



      Special charges

      17,267



      (17,267)


      (4)


      —



      GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)

      148,192


      14.6

      %

      148,999


      (5)


      297,191


      29.2

      %

      Other income (expense), net

      1,707



      (1,707)


      (6)


      —



      Provision for (recovery of) income taxes

      30,559



      9,229


      (7)


      39,788



      GAAP-based net income / Non-GAAP-based net income

      106,348



      138,063


      (8)


      244,411



      GAAP-based earnings per share /

      Non-GAAP-based earnings per share-diluted

      $

      1.80



      $

      2.34


      (8)


      $

      4.14




      (1)

      Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

      (2)

      Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

      (3)

      GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.

      (4)

      Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (5)

      GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.

      (6)

      Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision of approximately 22% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

      (8)

      Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:



      Nine Months Ended
      March 31, 2013



      Per share

      Non-GAAP-based net income

      $

      244,411


      $

      4.14


      Less:



      Amortization

      121,579


      2.06


      Share-based compensation

      10,153


      0.17


      Special charges

      17,267


      0.29


      Other (income) expense, net

      (1,707)


      (0.03)


      GAAP-based provision for (recovery of) income taxes

      30,559


      0.52


      Non-GAAP-based provision for income taxes

      (39,788)


      (0.67)


      GAAP-based net income

      $

      106,348


      $

      1.80



      Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended June 30, 2012.

      ($ in thousands except for per share amounts)



      Three Months Ended
      June 30, 2012



      GAAP-based

      Measures

      GAAP-based Measures

      % of Revenue

      Adjustments

      Note

      Non-GAAP-based

      Measures

      Non-GAAP-based Measures

      % of Revenue

      Cost of Revenues:







      Customer Support

      $

      27,780



      $

      (58)


      (1)


      $

      27,722



      Professional Service and Other

      51,358



      (239)


      (1)


      51,119



      Amortization of acquired technology-based intangible assets

      21,265



      (21,265)


      (2)


      —



      GAAP-based gross profit and gross margin (%) /

      Non-GAAP-based gross profit and gross margin (%)

      201,105


      65.8

      %

      21,562


      (3)


      222,667


      72.9

      %

      Operating Expenses







      Research and development

      41,195



      (1,066)


      (1)


      40,129



      Sales and marketing

      71,641



      (2,771)


      (1)


      68,870



      General and administrative

      24,186



      (557)


      (1)


      23,629



      Amortization of acquired customer-based intangible assets

      13,378



      (13,378)


      (2)


      —



      Special charges

      5,747



      (5,747)


      (4)


      —



      GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)

      39,690


      13.0

      %

      45,081


      (5)


      84,771


      27.7

      %

      Other income (expense), net

      (6,596)



      6,596


      (6)


      —



      Provision for (recovery of) income taxes

      20,713



      (9,462)


      (7)


      11,251



      GAAP-based net income / Non-GAAP-based net income

      7,971



      61,139


      (8)


      69,110



      GAAP-based earnings per share /

      Non-GAAP-based earnings per share-diluted

      $

      0.14



      $

      1.03


      (8)


      $

      1.17




      (1)

      Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

      (2)

      Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

      (3)

      GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.

      (4)

      Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (5)

      GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.

      (6)

      Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision of approximately 72% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

      (8)

      Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:




      Three Months Ended
      June 30, 2012



      Per share

      Non-GAAP-based net income

      $

      69,110


      $

      1.17


      Less:



      Amortization

      34,643


      0.59


      Share-based compensation

      4,691


      0.08


      Special charges

      5,747


      0.10


      Other (income) expense, net

      6,596


      0.11


      GAAP-based provision for (recovery of) income taxes

      20,713


      0.35


      Non-GAAP-based provision for income taxes

      (11,251)


      (0.20)


      GAAP-based net income

      $

      7,971


      $

      0.14





      Reconciliation of selected GAAP-based measures to Non GAAP-based measures for year ended June 30, 2012.

      ($ in thousands except for per share amounts)



      Year Ended
      June 30, 2012



      GAAP-based

      Measures

      GAAP-based Measures

      % of Revenue

      Adjustments

      Note

      Non-GAAP-based

      Measures

      Non-GAAP-based Measures

      % of Revenue

      Cost of Revenues:







      Customer Support

      $

      110,504



      $

      (169)


      (1)


      $

      110,335



      Professional Service and Other

      204,909



      (647)


      (1)


      204,262



      Amortization of acquired technology-based intangible assets

      84,572



      (84,572)


      (2)


      —



      GAAP-based gross profit and gross margin (%) /

      Non-GAAP-based gross profit and gross margin (%)

      789,455


      65.4

      %

      85,388


      (3)


      874,843


      72.5

      %

      Operating Expenses







      Research and development

      169,043



      (3,939)


      (1)


      165,104



      Sales and marketing

      274,544



      (8,811)


      (1)


      265,733



      General and administrative

      97,072



      (4,531)


      (1)


      92,541



      Amortization of acquired customer-based intangible assets

      53,326



      (53,326)


      (2)


      —



      Special charges

      24,523



      (24,523)


      (4)


      —



      GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)

      149,360


      12.4

      %

      180,518


      (5)


      329,878


      27.3

      %

      Other income (expense), net

      3,549



      (3,549)


      (6)


      —



      Provision for (recovery of) income taxes

      12,171



      31,833


      (7)


      44,004



      GAAP-based net income / Non-GAAP-based net income

      125,174



      145,136


      (8)


      270,310



      GAAP-based earnings per share /

      Non-GAAP-based earnings per share-diluted

      $

      2.13



      $

      2.47


      (8)


      $

      4.60




      (1)

      Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

      (2)

      Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

      (3)

      GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.

      (4)

      Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (5)

      GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.

      (6)

      Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision of approximately 9% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

      (8)

      Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:




      Year Ended
      June 30, 2012



      Per share


      Non-GAAP-based net income

      $

      270,310


      $

      4.60


      Less:



      Amortization

      137,898


      2.35


      Share-based compensation

      18,097


      0.31


      Special charges

      24,523


      0.42


      Other (income) expense, net

      (3,549)


      (0.06)


      GAAP-based provision for (recovery of) income taxes

      12,171


      0.21


      Non-GAAP-based provision for income taxes

      (44,004)


      (0.76)


      GAAP-based net income

      $

      125,174


      $

      2.13



      (3)

      The following tables provide a composition of our major currencies for revenue and expenses expressed as a percentage, for the three months and year ended June 30, 2013:



      Three Months Ended
      June 30, 2013


      Currencies

      % of Revenue

      % of Expenses*

      EURO

      26

      %

      17

      %

      GBP

      8

      %

      8

      %

      CAD

      6

      %

      19

      %

      USD

      49

      %

      42

      %

      Other

      11

      %

      14

      %

      Total

      100

      %

      100

      %


      Year Ended

      June 30, 2013


      Currencies

      % of Revenue

      % of Expenses*

      EURO

      26

      %

      17

      %

      GBP

      8

      %

      8

      %

      CAD

      6

      %

      18

      %

      USD

      49

      %

      43

      %

      Other

      11

      %

      14

      %

      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.

      For more information, please contact:

      United States:

      Greg Secord
      Vice President, Investor Relations
      Open Text Corporation
      San Francisco: 415-963-0825
      [email protected]

      Canada:

      Sonya Mehan
      Senior Manager, Investor Relations
      Open Text Corporation
      Waterloo: 519-888-7111 ext. 2446
      [email protected]

      SOURCE: Open Text Corporation

      http://www.opentext.com

      Modal title

      Organization Profile

      Open Text Corporation

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