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      OpenText Reports Fourth Quarter and Fiscal Year 2017 Financial Results


      News provided by

      Open Text Corporation

      Aug 03, 2017, 16:01 ET

      Share this article

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      Q4 Fiscal 2017 - Total revenue of $664 million, up 37% Y/Y; $675 million in CC

      Fiscal 2017 - Total revenue of $2.29 billion, up 26% Y/Y; $2.32 billion in CC

      WATERLOO, Ontario, Aug. 3, 2017 /CNW/ -- Open Text Corporation (NASDAQ: OTEX, TSX: OTEX) today announced its financial results for the fourth quarter and fiscal year ended June 30, 2017.

      "Fiscal 2017 was a transformational year for OpenText as we strengthened our product offerings with OpenText Release 16 and acquisitions.  OpenText delivered a record $2.29 billion in revenues and $728 million in Adjusted Operating Income, representing 26% and 18% in year-over-year growth, respectively," said Mark J. Barrenechea, OpenText CEO & CTO. "Our Annual Recurring Revenues (Cloud Services & Subscriptions and Customer Support) grew 25% to $1.69 billion."

      "Strategic acquisitions and positive organic growth continue to be our leading growth drivers. Fiscal 2018 will be the first full year of benefit from acquisitions completed over the last 12 months and we expect growth in total revenue, annual recurring revenues, margin, and cash flow. As well, we will remain focused on operational excellence and disciplined capital allocation," said Barrenechea.

      Barrenechea concluded, "Our new corporate brand, "OpenText: The Information Company", has been well received by our customers, partners and employees.  OpenText Enterprise Information Management (EIM) enables customers to digitize their processes and supply chains, incorporate more information through machines and unlock the value of that information with our new Artificial Intelligence (AI) platform, Magellan.  We support our customers operating in a hybrid world, deploying on-premises, in the OpenText Cloud, or in a cloud of their choice."

      Financial Highlights for Fiscal 2017 with Year Over Year Comparisons

      Summary of Annual Results









      (in millions except per share data)

      FY17

      FY16

      $ Change

      % Change

      (Y/Y)


      FY17 in CC*

      % Change in
      CC*


      Revenues:









      Cloud services and subscriptions

      $705.5


      $601.0


      $104.5


      17.4

      %


      $711.8


      18.4

      %


      Customer support

      981.1


      746.4


      234.7


      31.4

      %


      993.5


      33.1

      %


      Total annual recurring revenues

      $1,686.6


      $1,347.4


      $339.2


      25.2

      %


      $1,705.3


      26.6

      %


      License

      369.1


      283.7


      85.4


      30.1

      %


      372.8


      31.4

      %


      Professional service and other

      235.3


      193.1


      42.2


      21.9

      %


      239.5


      24.0

      %


      Total revenues

      $2,291.1


      $1,824.2


      $466.8


      25.6

      %


      $2,317.5


      27.0

      %


      GAAP-based operating income

      $352.9


      $368.6


      ($15.6 )


      (4.2)

      %







      Non-GAAP-based operating income (1)

      $728.5


      $616.8


      $111.6


      18.1

      %


      $736.0


      19.3

      %


      GAAP-based operating margin

      15.4

      %

      20.2

      %

      n/a


      (480)


      bps




      Non-GAAP-based operating margin (1)

      31.8

      %

      33.8

      %

      n/a


      (200)


      bps

      31.8

      %

      (200)


      bps

      GAAP-based EPS, diluted(2)(3)

      $4.01


      $1.17


      $2.84


      242.7

      %





      Non-GAAP-based EPS, diluted (1)(2)(4)

      $2.02


      $1.77


      $0.25


      14.1

      %


      $2.05


      15.8

      %


      Net income, attributable to OpenText(3)

      $1,025.7


      $284.5


      $741.2


      260.5

      %





      Adjusted EBITDA(1)

      $792.5


      $671.7


      $120.8


      18.0

      %





      Operating cash flows

      $439.3


      $525.7


      ($86.5)


      (16.4)

      %





      Summary of Quarterly Results









      (in millions except per share data)

      Q4 FY17

      Q4 FY16

      $ Change

      % Change

      (Y/Y)


      Q4 FY17 in
      CC*

      % Change in
      CC*


      Revenues:









      Cloud services and subscriptions

      $183.6


      $156.6


      $27.0


      17.2

      %


      $186.3


      18.9

      %


      Customer support

      287.8


      193.0


      94.8


      49.1

      %


      293.0


      51.8

      %


      Total annual recurring revenues

      $471.4


      $349.6


      $121.8


      34.9

      %


      $479.3


      37.1

      %


      License

      123.5


      86.1


      37.4


      43.4

      %


      125.6


      45.8

      %


      Professional service and other

      68.6


      48.1


      20.5


      42.7

      %


      70.5


      46.6

      %


      Total revenues

      $663.6


      $483.8


      $179.8


      37.2

      %


      $675.4


      39.6

      %


      GAAP-based operating income

      $106.5


      $93.5


      $13.0


      13.9

      %







      Non-GAAP-based operating income (1)

      $219.9


      $158.1


      $61.8


      39.1



      $222.7


      40.9

      %


      GAAP-based operating margin

      16.0

      %

      19.3

      %

      n/a


      (330)


      bps




      Non-GAAP-based operating margin (1)

      33.1

      %

      32.7

      %

      n/a


      40


      bps

      33.0

      %

      30


      bps

      GAAP-based EPS, diluted(2)

      $0.17


      $0.35


      ($0.18)


      (51.4)

      %





      Non-GAAP-based EPS, diluted (1)(2)(4)

      $0.60


      $0.45


      $0.15


      33.3

      %


      $0.61


      35.6

      %


      Net income attributable to OpenText

      $46.1


      $86.4


      ($40.3)


      (46.6)

      %





      Adjusted EBITDA(1)  

      $237.0


      $173.1


      $63.9


      36.9

      %





      Operating cash flows

      $102.5


      $119.1


      ($16.6)


      (14.0)

      %







      (1)

      Please see note 2 "Use of Non-GAAP Financial Measures" below

      (2)

      As a result of the two-for-one share split, effected January 24, 2017 by way of a share sub-division, all current and historical period per share data and number of Common Shares outstanding in this press release are presented on a post share split basis.

      (3)

      Recorded a significant tax benefit in Q1 FY17 of $876.1 million. This significant tax benefit is specifically tied to the Company's internal reorganization and applied to Q1 FY17 only and as a result does not continue in future periods.

      (4)

      Please also see note 14 to the Company's Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period.

      Note: Individual line items in tables may be adjusted by non-material amounts to enable totals to align to published financial statements.

      "We finished a transformative fiscal year with strong fourth quarter results and delivered on our margin targets including margin expansion for each of the acquisitions," said OpenText CFO John Doolittle. "Our focus in Fiscal 2018 will be on continued margin expansion, particularly related to ECD, and operating cash flow growth."

      *CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.

      OpenText Quarterly Business Highlights

      • 37 customer transactions over $1 million, 18 OpenText Cloud and 19 on-premise
      • Financial, Services, Consumer Goods and Technology industries saw the most demand in cloud and license
      • New customers in the quarter included Deutsche Bundesbank, Hatch, Maxim Lighting, Menarini Group, Companhia de Electricidade de Macau, The County of Los Angeles, Department of Human Resources, NASA Langley Research Center, State of Tennessee Comptroller of the Treasury, Lincolnshire County Council, Qumu, Panasonic, Modec, Singapore's Ministry of National Development, UEM, LähiTapiola, the Natori Company, Volkswagen Financial Services, SecureWorks, Covenant Health, Illovo Sugar Africa, Constellation Brands, VITAL Shared Services, Ooredoo, Anthem, Southern California Edison, Tecnimont, Scotiabank Inverlat S.A., Alberta Blue Cross Benefits Corp. 
      • OpenText Enhances Release 16 to Digitize Business Processes and Manage Information from Engagement to Insight
      • OpenText buys Covisint Corporation
      • OpenText Launches Magellan, New Analytics and Artificial Intelligence (AI) Platform
      • OpenText to Acquire Guidance Software Inc.
      • OpenText Announces Accenture Interactive, Deloitte, SAP and Tata Consultancy Services as Diamond Sponsors at OpenText Enterprise World 2017
      • OpenText Announces OpenText People Center
      • OpenText Announces New Global Cloud Reseller Agreement with SAP to Provide End-to-End HR Document Management
      • OpenText Named SAP Solution Extension Partner of the Year in 2017 SAP® Pinnacle Awards

      Dividend Program Highlights

      Cash Dividend
      As part of our quarterly, non-cumulative cash dividend program, the Board declared on August 2, 2017 a cash dividend to $0.132 per common share. The record date for this dividend is September 1, 2017 and the payment date is September 22, 2017. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of the Board of Directors.

      Summary of Annual Results






      FY17

      FY16

      % Change


      Revenue (million)

      $2,291.1


      $1,824.2


      25.6

      %


      GAAP-based gross margin

      66.7

      %

      68.5

      %

      (180)


      bps

      GAAP-based operating margin

      15.4

      %

      20.2

      %

      (480)


      bps

      GAAP-based EPS, diluted(1)(2)

      $4.01


      $1.17


      242.7

      %


      Non-GAAP-based gross margin (3)

      72.6

      %

      72.8

      %

      (20)


      bps

      Non-GAAP-based operating margin (3)

      31.8

      %

      33.8

      %

      (200)


      bps

      Non-GAAP-based EPS, diluted (2)(3)(4)

      $2.02


      $1.77


      14.1

      %


      Summary of Quarterly Results









      Q4 FY17

      Q3 FY17

      Q4 FY16

      % Change

      (Q4 FY17 vs
      Q3 FY17)


      % Change

      (Q4 FY17 vs
      Q4 FY16)


      Revenue (million)

      $663.6


      $593.1


      $483.8


      11.9

      %


      37.2

      %


      GAAP-based gross margin

      66.9

      %

      64.5

      %

      68.4

      %

      240


      bps

      (150)


      bps

      GAAP-based operating margin

      16.0

      %

      11.0

      %

      19.3

      %

      500


      bps

      (330)


      bps

      GAAP-based EPS, diluted(2)

      $0.17


      $0.08


      $0.35


      112.5

      %


      (51.4)%



      Non-GAAP-based gross margin (3)

      73.6

      %

      71.2

      %

      72.4

      %

      240


      bps

      120


      bps

      Non-GAAP-based operating margin (3)

      33.1

      %

      29.1

      %

      32.7

      %

      400


      bps

      40


      bps

      Non-GAAP-based EPS, diluted (2)(3)(4)

      $0.60


      $0.45


      $0.45


      33.3

      %


      33.3

      %




      (1)

      Recorded a significant tax benefit in Q1 FY17 of $876.1 million. This significant tax benefit is specifically tied to the Company's internal reorganization and applied to Q1 FY17 only and as a result does not continue in future periods.

      (2)

      As a result of the two-for-one share split, effected January 24, 2017 by way of a share sub-division, all current and historical period per share data and number of Common Shares outstanding in this press release are presented on a post share split basis.

      (3)

      Please see note 2 "Use of Non-GAAP Financial Measures" below

      (4)

      Please also see note 14 to the Company's Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period.

      Shelf Renewal

      The Company also announced today that it is filing a renewed preliminary short form base shelf prospectus with the securities regulatory authorities in each of the provinces of Canada. A final shelf prospectus, once a receipt has been issued by the Canadian securities regulatory authorities, will allow OpenText or any selling security holders, as applicable, to offer and issue or sell, as applicable, from time to time, an aggregate of up to US$1 billion of equity and debt securities, or any combination thereof, during the 25-month period that the shelf prospectus remains effective. The Company expects to file a corresponding automatic shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (the "SEC") concurrently with the filing of the final shelf prospectus in Canada. The specific terms of any future offering will be established in a prospectus supplement to the shelf prospectus, which supplement will be filed with the applicable Canadian securities regulatory authorities and the SEC.

      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 1-800-319-4610 (toll-free) or +1-604-638-5340 (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://investors.opentext.com/events.cfm.

      A replay of the call will be available beginning August 3, 2017 at 7:00 p.m. ET through 11:59 p.m. on August 17, 2017 and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 1541 followed by the number sign.

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

      About OpenText
      OpenText enables the digital world, creating a better way for organizations to work with information, on premises or in the cloud. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) 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 our fiscal year ending June 30, 2018 (Fiscal 2018) on growth in earnings and cash flows, creating value through investments in broader Enterprise Information Management (EIM) capabilities, distribution, the Company's presence in the cloud and in growth markets, expected growth in our revenue lines, expected ECD Business revenue contributions, adjusted operating income and cash flow, its financial condition, results of operations and earnings, announced acquisitions, ongoing tax matters, the integration of the acquired businesses, expected timing, charges and savings related to restructuring activities, declaration of quarterly dividends, future tax rates, new platform and product offerings and other matters, may contain words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", "may", "could", "would", "might", "will" and variations of these words or similar expressions are considered forward-looking statements or information under applicable securities laws. In addition, any information or statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, and based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. 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 and services 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 including expected growth in the Artificial Intelligence 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 and services to be realized by customers; (viii) the demand for the Company's products and services and the extent of deployment of the Company's products and services in the EIM marketplace; (ix) downward pressure on our share price and dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions); (x) the Company's financial condition and capital requirements; and (xi) statements about the impact of product releases. 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 potential for the incurrence of or assumption of debt in connection with acquisitions and the impact on the ratings or outlooks of rating agencies on the Company's outstanding debt securities; (iii) the possibility that the Company may be unable to meet its future reporting requirements under the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, or applicable Canadian securities regulation; (iv) the risks associated with bringing new products and services to market; (v) fluctuations in currency exchange rates; (vi) delays in the purchasing decisions of the Company's customers; (vii) the competition the Company faces in its industry and/or marketplace; (viii) the final determination of litigation, tax audits (including tax examinations in the United States and elsewhere) and other legal proceedings; (ix) potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, U.S. or international tax regimes; (x) the possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (xi) the continuous commitment of the Company's customers; and (xii) demand for the Company's products and services. 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 Securities and Exchange Commission (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.

      This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

      OTEX-F

      For more information, please contact:

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

      Copyright ©2017 Open Text. OpenText is a trademark or registered trademark of Open Text. 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. All rights reserved. For more information, visit: http://www.opentext.com/who-we-are/copyright-information.

      OPEN TEXT CORPORATION

      CONSOLIDATED BALANCE SHEETS

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



      June 30, 2017


      June 30, 2016

      ASSETS




      Cash and cash equivalents

      $

      443,357



      $

      1,283,757


      Short-term investments

      —



      11,839


      Accounts receivable trade, net of allowance for doubtful accounts of $6,319 as of June 30, 2017 and $6,740 as of June 30, 2016

      445,812



      285,904


      Income taxes recoverable

      32,683



      31,752


      Prepaid expenses and other current assets

      81,625



      59,021


      Total current assets

      1,003,477



      1,672,273


      Property and equipment

      227,418



      183,660


      Goodwill

      3,416,749



      2,325,586


      Acquired intangible assets

      1,472,542



      646,240


      Deferred tax assets

      1,215,712



      241,161


      Other assets

      93,763



      53,697


      Deferred charges

      42,344



      22,776


      Long-term income taxes recoverable

      8,557



      8,751


      Total assets

      $

      7,480,562



      $

      5,154,144


      LIABILITIES AND SHAREHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued liabilities

      $

      342,120



      $

      257,450


      Current portion of long-term debt

      182,760



      8,000


      Deferred revenues

      570,328



      373,549


      Income taxes payable

      31,835



      32,030


      Total current liabilities

      1,127,043



      671,029


      Long-term liabilities:




      Accrued liabilities

      50,338



      29,848


      Deferred credits

      5,283



      8,357


      Pension liability

      58,627



      61,993


      Long-term debt

      2,387,057



      2,137,987


      Deferred revenues

      61,678



      37,461


      Long-term income taxes payable

      162,493



      149,041


      Deferred tax liabilities

      94,724



      79,231


      Total long-term liabilities

      2,820,200



      2,503,918


      Shareholders' equity:




      Share capital




      264,059,567 and 242,809,354 Common Shares issued and outstanding at June 30, 2017 and June 30, 2016, respectively; authorized Common Shares: unlimited

      1,439,850



      817,788


      Additional paid-in capital

      173,604



      147,280


      Accumulated other comprehensive income

      48,800



      46,310


      Retained earnings

      1,897,624



      992,546


      Treasury stock, at cost (1,101,612 shares at June 30, 2017 and 1,267,294 at June 30, 2016, respectively)

      (27,520)



      (25,268)


      Total OpenText shareholders' equity

      3,532,358



      1,978,656


      Non-controlling interests

      961



      541


      Total shareholders' equity

      3,533,319



      1,979,197


      Total liabilities and shareholders' equity

      $

      7,480,562



      $

      5,154,144


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF INCOME

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




      Year Ended June 30,



      2017


      2016


      2015

      Revenues:







      License


      $

      369,144



      $

      283,710



      $

      294,266


      Cloud services and subscriptions


      705,495



      601,018



      605,309


      Customer support


      981,102



      746,409



      731,797


      Professional service and other


      235,316



      193,091



      220,545


      Total revenues


      2,291,057



      1,824,228



      1,851,917


      Cost of revenues:







      License


      13,632



      10,296



      12,899


      Cloud services and subscriptions


      300,255



      244,021



      237,310


      Customer support


      122,753



      89,861



      94,456


      Professional service and other


      195,195



      155,584



      172,742


      Amortization of acquired technology-based intangible assets


      130,556



      74,238



      81,002


      Total cost of revenues


      762,391



      574,000



      598,409


      Gross profit


      1,528,666



      1,250,228



      1,253,508


      Operating expenses:







      Research and development


      281,680



      194,057



      196,491


      Sales and marketing


      444,838



      344,235



      373,610


      General and administrative


      170,438



      140,397



      162,728


      Depreciation


      64,318



      54,929



      50,906


      Amortization of acquired customer-based intangible assets


      150,842



      113,201



      108,239


      Special charges


      63,618



      34,846



      12,823


      Total operating expenses


      1,175,734



      881,665



      904,797


      Income from operations


      352,932



      368,563



      348,711


      Other income (expense), net


      15,743



      (1,423)



      (28,047)


      Interest and other related expense, net


      (119,124)



      (76,363)



      (54,620)


      Income before income taxes


      249,551



      290,777



      266,044


      Provision for income taxes


      (776,364)



      6,282



      31,638


      Net income for the period


      $

      1,025,915



      $

      284,495



      $

      234,406


      Net (income) loss attributable to non-controlling interests


      (256)



      (18)



      (79)


      Net income attributable to OpenText


      $

      1,025,659



      $

      284,477



      $

      234,327


      Earnings per share—basic attributable to OpenText


      $

      4.04



      $

      1.17



      $

      0.96


      Earnings per share—diluted attributable to OpenText


      $

      4.01



      $

      1.17



      $

      0.95


      Weighted average number of Common Shares outstanding—basic


      253,879



      242,926



      244,184


      Weighted average number of Common Shares outstanding—diluted


      255,805



      244,076



      245,914


      Dividends declared per Common Share


      $

      0.4770



      $

      0.4150



      $

      0.3588



      As a result of the two-for-one share split, effected January 24, 2017 by way of a share sub-division, all current and historical period per share data and number of Common Shares outstanding in these Consolidated Financial Statements are presented on a post share split basis.

      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF INCOME

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

      (Unaudited)



      Three Months Ended June 30


      2017


      2016

      Revenues:




      License

      $

      123,497



      $

      86,126


      Cloud services and subscriptions

      183,638



      156,624


      Customer support

      287,804



      192,969


      Professional service and other

      68,615



      48,084


      Total revenues

      663,554



      483,803


      Cost of revenues:




      License

      3,388



      3,106


      Cloud services and subscriptions

      79,588



      64,889


      Customer support

      35,224



      25,237


      Professional service and other

      58,028



      41,546


      Amortization of acquired technology-based intangible assets

      43,288



      17,994


      Total cost of revenues

      219,516



      152,772


      Gross profit

      444,038



      331,031


      Operating expenses:




      Research and development

      81,301



      53,747


      Sales and marketing

      129,541



      95,815


      General and administrative

      47,499



      33,330


      Depreciation

      17,190



      14,931


      Amortization of acquired customer-based intangible assets

      42,594



      29,637


      Special charges

      19,461



      10,092


      Total operating expenses

      337,586



      237,552


      Income from operations

      106,452



      93,479


      Other income (expense), net

      11,178



      409


      Interest and other related expense, net

      (32,372)



      (21,902)


      Income before income taxes

      85,258



      71,986


      Provision for (recovery of) income taxes

      39,000



      (14,347)


      Net income for the period

      $

      46,258



      $

      86,333


      Net (income) loss attributable to non-controlling interests

      (121)



      57


      Net income attributable to OpenText

      $

      46,137



      $

      86,390


      Earnings per share—basic attributable to OpenText

      $

      0.17



      $

      0.36


      Earnings per share—diluted attributable to OpenText

      $

      0.17



      $

      0.35


      Weighted average number of Common Shares outstanding—basic

      263,938



      242,648


      Weighted average number of Common Shares outstanding—diluted

      265,818



      244,040


      Dividends declared per Common Share

      $

      0.1320



      $

      0.1150



      As a result of the two-for-one share split, effected January 24, 2017 by way of a share sub-division, all current and historical period per share data and number of Common Shares outstanding in these Condensed Consolidated Financial Statements are presented on a post share split basis.

      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

      (In thousands of U.S. dollars)




      Year Ended June 30,



      2017


      2016


      2015

      Net income for the period


      $

      1,025,915



      $

      284,495



      $

      234,406


      Other comprehensive income—net of tax:







      Net foreign currency translation adjustments


      (4,756)



      (3,318)



      15,690


      Unrealized gain (loss) on cash flow hedges:







      Unrealized gain (loss) - net of tax expense (recovery) effect of $34, ($928) and ($2,188) for the year ended June 30, 2017, 2016 and 2015, respectively


      95



      (2,574)



      (6,064)


      (Gain) loss reclassified into net income - net of tax recovery effect of $67, $1,065 and $2,059 for the year ended June 30, 2017, 2016 and 2015, respectively


      186



      2,956



      5,710


      Actuarial gain (loss) relating to defined benefit pension plans:







      Actuarial gain (loss) - net of tax expense (recovery) effect of $840, ($1,612) and ($1,422) for the year ended June 30, 2017, 2016 and 2015, respectively


      6,216



      (3,374)



      (3,302)


      Amortization of actuarial loss into net income - net of tax recovery effect of $241, $132 and $89 for the year ended June 30, 2017, 2016 and 2015, respectively


      565



      347



      357


      Unrealized net gain (loss) on marketable securities - net of tax effect of nil for the year ended June 30, 2017, 2016 and 2015, respectively


      184



      445



      (12)


      Unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2017, 2016 and 2015, respectively


      —



      —



      1,906


      Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2017, 2016 and 2015, respectively


      —



      —



      (1,906)


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


      2,490



      (5,518)



      12,379


      Total comprehensive income


      1,028,405



      278,977



      246,785


      Comprehensive (income) loss attributable to non-controlling interests


      (256)



      (18)



      (79)


      Total comprehensive income attributable to OpenText


      $

      1,028,149



      $

      278,959



      $

      246,706


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)



      Year Ended June 30,


      2017


      2016


      2015

      Cash flows from operating activities:






      Net income for the period

      $

      1,025,915



      $

      284,495



      $

      234,406


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






      Depreciation and amortization of intangible assets

      345,715



      242,368



      240,147


      Share-based compensation expense

      30,507



      25,978



      22,047


      Excess tax (benefits) on share-based compensation expense

      (1,534)



      (230)



      (1,675)


      Pension expense

      3,893



      4,577



      4,796


      Amortization of debt issuance costs

      5,014



      4,678



      4,556


      Amortization of deferred charges and credits

      6,298



      9,903



      10,525


      Loss on sale and write down of property and equipment

      784



      1,108



      1,368


      Release of unrealized gain on marketable securities to income

      —



      —



      (3,098)


      Deferred taxes

      (871,195)



      (54,461)



      (14,578)


      Share in net (income) of equity investees

      (5,952)



      —



      —


      Write off of unamortized debt issuance costs

      833



      —



      2,919


      Other non-cash charges

      1,033



      —



      —


      Changes in operating assets and liabilities:






      Accounts receivable

      (126,784)



      8,985



      43,189


      Prepaid expenses and other current assets

      (7,766)



      316



      (3,534)


      Income taxes and deferred charges and credits

      (1,683)



      6,294



      2,933


      Accounts payable and accrued liabilities

      53,490



      (5,671)



      (22,714)


      Deferred revenue

      3,484



      (4,781)



      6,775


      Other assets

      (22,799)



      2,163



      (5,031)


      Net cash provided by operating activities

      439,253



      525,722



      523,031


      Cash flows from investing activities:






      Additions of property and equipment

      (79,592)



      (70,009)



      (77,046)


      Proceeds from maturity of short-term investments

      9,212



      11,297



      17,017


      Purchase of ECD Business

      (1,622,394)



      —



      —


      Purchase of HP Inc. CCM Business

      (315,000)



      —



      —


      Purchase of Recommind, Inc.

      (170,107)



      —



      —


      Purchase of HP Inc. CEM Business

      (7,289)



      (152,711)



      —


      Purchase of ANXe Business Corporation

      143



      (104,570)



      —


      Purchase of Daegis Inc., net of cash acquired

      —



      (22,146)



      —


      Purchase consideration for prior period acquisitions

      —



      (13,644)



      (327,792)


      Other investing activities

      (5,937)



      (9,393)



      (10,574)


      Net cash used in investing activities

      (2,190,964)



      (361,176)



      (398,395)


      Cash flows from financing activities:






      Excess tax benefits on share-based compensation expense

      1,534



      230



      1,675


      Proceeds from issuance of long-term debt

      256,875



      600,000



      800,000


      Proceeds from revolver

      225,000



      —



      —


      Proceeds from issuance of Common Shares from exercise of stock options and ESPP

      35,593



      20,097



      15,240


      Proceeds from issuance of Common Shares under the public Equity Offering

      604,223



      —



      —


      Repayment of long-term debt and revolver

      (57,880)



      (8,000)



      (530,284)


      Debt issuance costs

      (7,240)



      (6,765)



      (18,271)


      Equity issuance costs

      (19,574)



      —



      —


      Common Shares repurchased

      —



      (65,509)



      —


      Purchase of treasury stock

      (8,198)



      (10,627)



      (10,126)


      Repurchase of non-controlling interest

      (208)



      —



      —


      Payments of dividends to shareholders

      (120,581)



      (99,262)



      (87,629)


      Net cash provided by financing activities

      909,544



      430,164



      170,605


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

      1,767



      (10,952)



      (23,132)


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

      (840,400)



      583,758



      272,109


      Cash and cash equivalents at beginning of the period

      1,283,757



      699,999



      427,890


      Cash and cash equivalents at end of the period

      $

      443,357



      $

      1,283,757



      $

      699,999


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)

      (Unaudited)



      Three Months Ended June 30,


      2017


      2016

      Cash flows from operating activities:




      Net income for the period

      $

      46,258



      $

      86,333


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




      Depreciation and amortization of intangible assets

      103,071



      62,562


      Share-based compensation expense

      8,134



      6,898


      Excess tax expense (benefits) on share-based compensation expense

      52



      27


      Pension expense

      940



      1,118


      Amortization of debt issuance costs

      1,233



      1,208


      Amortization of deferred charges and credits

      (140)



      2,653


      Loss on sale and write down of property and equipment

      784



      —


      Deferred taxes

      19,049



      (38,769)


      Share in net (income) loss of equity investees

      201



      —


      Changes in operating assets and liabilities:




      Accounts receivable

      (89,689)



      (13,167)


      Prepaid expenses and other current assets

      (1,532)



      2,905


      Income taxes and deferred charges and credits

      (3,253)



      3,004


      Accounts payable and accrued liabilities

      36,969



      21,763


      Deferred revenue

      (3,433)



      (17,345)


      Other assets

      (16,164)



      (70)


      Net cash provided by operating activities

      102,480



      119,120


      Cash flows from investing activities:




      Additions of property and equipment

      (29,521)



      (21,112)


      Proceeds from maturity of short-term investments

      —



      2,058


      Purchase of HP Inc. CEM Business

      —



      (152,711)


      Purchase of ANXe Business Corporation

      —



      (104,570)


      Other investing activities

      (2,924)



      (3,269)


      Net cash used in investing activities

      (32,445)



      (279,604)


      Cash flows from financing activities:




      Excess tax benefits on share-based compensation expense

      (52)



      (27)


      Proceeds from issuance of long-term debt

      —



      600,000


      Proceeds from issuance of Common Shares from exercise of stock options and ESPP

      8,925



      8,269


      Repayment of long-term debt and revolver

      (51,940)



      (2,000)


      Debt issuance costs

      (1,040)



      (6,765)


      Equity issuance costs

      (102)



      —


      Purchase of treasury stock

      (3,953)



      —


      Repurchase of non-controlling interest

      (208)



      —


      Payments of dividends to shareholders

      (34,628)



      (27,635)


      Net cash provided by (used in) financing activities

      (82,998)



      571,842


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

      7,320



      (5,006)


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

      (5,643)



      406,352


      Cash and cash equivalents at beginning of the period

      449,000



      877,405


      Cash and cash equivalents at end of the period

      $

      443,357



      $

      1,283,757


      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, attributable to OpenText, are calculated as net income or earnings per share, attributable to OpenText, on a diluted basis, after giving effect to the amortization of acquired intangible assets, other income (expense), share-based compensation, and Special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as income from operations, excluding the amortization of acquired intangible assets, Special charges (recoveries), and share-based compensation expense. Non-GAAP-based operating margin is calculated as Non-GAAP-based income from operations expressed as a percentage of total revenue.




      Adjusted earnings (loss) before interest, taxes, depreciation and amortization (Adjusted EBITDA) is calculated as net income attributable to OpenText, excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and Special charges (recoveries).  




      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 (recoveries), 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 (although prior performance is not necessarily indicative of future 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.




      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, 2017.

      (In thousands except for per share amounts)


      Three Months Ended June 30, 2017


      GAAP-based

      Measures

      GAAP-based
      Measures
      % of Total
      Revenue

      Adjustments

      Note

      Non-GAAP-
      based

      Measures

      Non-GAAP-
      based
      Measures

      % of Total
      Revenue

      Cost of revenues







      Cloud services and subscriptions

      $

      79,588



      $

      (390)


      (1)

      $

      79,198



      Customer support

      35,224



      (313)


      (1)

      34,911



      Professional service and other

      58,028



      (449)


      (1)

      57,579



      Amortization of acquired technology-based intangible assets

      43,288



      (43,288)


      (2)

      —



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

      444,038


      66.9

      %

      44,440


      (3)

      488,478


      73.6

      %

      Operating expenses







      Research and development

      81,301



      (1,777)


      (1)

      79,524



      Sales and marketing

      129,541



      (2,450)


      (1)

      127,091



      General and administrative

      47,499



      (2,755)


      (1)

      44,744



      Amortization of acquired customer-based intangible assets

      42,594



      (42,594)


      (2)

      —



      Special charges (recoveries)

      19,461



      (19,461)


      (4)

      —



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

      106,452


      16.0

      %

      113,477


      (5)

      219,929


      33.1

      %

      Other income (expense), net

      11,178



      (11,178)


      (6)

      —



      Provision for (recovery of) income taxes

      39,000



      (10,731)


      (7)

      28,269



      GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

      46,137



      113,030


      (8)

      159,167



      GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

      $

      0.17



      $

      0.43


      (8)

      $

      0.60





      (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 total revenue.

      (4)

      Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore 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 total 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 is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in non-marketable securities investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision rate of approximately 46% and a Non-GAAP-based tax rate of approximately 15%; 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. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 15%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

      (8)

      Reconciliation of GAAP-based net income to Non-GAAP-based net income:


      Three Months Ended June 30, 2017



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      46,137


      $

      0.17


      Add:



      Amortization

      85,882


      0.32


      Share-based compensation

      8,134


      0.03


      Special charges (recoveries)

      19,461


      0.07


      Other (income) expense, net

      (11,178)


      (0.04)


      GAAP-based provision for (recovery of ) income taxes

      39,000


      0.15


      Non-GAAP-based provision for income taxes

      (28,269)


      (0.10)


      Non-GAAP-based net income, attributable to OpenText

      $

      159,167


      $

      0.60


      Reconciliation of Adjusted EBITDA



      Three Months Ended June 30, 2017

      GAAP-based net income, attributable to OpenText

      $

      46,137


      Add:


      Provision for (recovery of) income taxes

      39,000


      Interest and other related expense, net

      32,372


      Amortization of acquired technology-based intangible assets

      43,288


      Amortization of acquired customer-based intangible assets

      42,594


      Depreciation

      17,190


      Share-based compensation

      8,134


      Special charges (recoveries)

      19,461


      Other (income) expense, net

      (11,178)


      Adjusted EBITDA

      $

      236,998


       

      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2017.

      (In thousands except for per share amounts)


      Year Ended June 30, 2017


      GAAP-based

      Measures

      GAAP-based
      Measures
      % of Total
      Revenue

      Adjustments

      Note

      Non-GAAP-
      based

      Measures

      Non-GAAP-
      based
      Measures

      % of Total
      Revenue

      Cost of revenues







      Cloud services and subscriptions

      $

      300,255



      $

      (1,229)


      (1)

      $

      299,026



      Customer support

      122,753



      (1,079)


      (1)

      121,674



      Professional service and other

      195,195



      (1,451)


      (1)

      193,744



      Amortization of acquired technology-based intangible assets

      130,556



      (130,556)


      (2)

      —



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

      1,528,666


      66.7

      %

      134,315


      (3)

      1,662,981


      72.6

      %

      Operating expenses







      Research and development

      281,680



      (7,149)


      (1)

      274,531



      Sales and marketing

      444,838



      (9,680)


      (1)

      435,158



      General and administrative

      170,438



      (9,919)


      (1)

      160,519



      Amortization of acquired customer-based intangible assets

      150,842



      (150,842)


      (2)

      —



      Special charges (recoveries)

      63,618



      (63,618)


      (4)

      —



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

      352,932


      15.4

      %

      375,523


      (5)

      728,455


      31.8

      %

      Other income (expense), net

      15,743



      (15,743)


      (6)

      —



      Provision for (recovery of) income taxes

      (776,364)



      867,764


      (7)

      91,400



      GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

      1,025,659



      (507,984)


      (8)

      517,675



      GAAP-based earnings per share / Non GAAP-based earnings per share-diluted, attributable to OpenText

      $

      4.01



      $

      (1.99)


      (8)

      $

      2.02





      (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 total revenue.

      (4)

      Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore 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 total 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 is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in non-marketable securities investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax recovery rate of approximately 311% and a Non-GAAP-based tax rate of approximately 15%; 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. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 15%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

      (8)

      Reconciliation of GAAP-based net income to Non-GAAP-based net income:


      Year Ended June 30, 2017



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      1,025,659


      $

      4.01


      Add:



      Amortization

      281,398


      1.10


      Share-based compensation

      30,507


      0.12


      Special charges (recoveries)

      63,618


      0.25


      Other (income) expense, net

      (15,743)


      (0.06)


      GAAP-based provision for (recovery of) income taxes

      (776,364)


      (3.03)


      Non-GAAP based provision for income taxes

      (91,400)


      (0.37)


      Non-GAAP-based net income, attributable to OpenText

      $

      517,675


      $

      2.02


      Reconciliation of Adjusted EBITDA



      Year Ended June 30, 2017

      GAAP-based net income, attributable to OpenText

      $

      1,025,659


      Add:


      Provision for (recovery of) income taxes

      (776,364)


      Interest and other related expense, net

      119,124


      Amortization of acquired technology-based intangible assets

      130,556


      Amortization of acquired customer-based intangible assets

      150,842


      Depreciation

      64,318


      Share-based compensation

      30,507


      Special charges (recoveries)

      63,618


      Other (income) expense, net

      (15,743)


      Adjusted EBITDA

      $

      792,517


       

      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2017.

      (In thousands except for per share amounts)


      Three Months Ended March 31, 2017


      GAAP-based

      Measures

      GAAP-based
      Measures

      % of Total
      Revenue

      Adjustments

      Note

      Non-GAAP-
      based

      Measures

      Non-GAAP-
      based
      Measures

      % of Total
      Revenue

      Cost of revenues







      Cloud services and subscriptions

      $

      77,225



      $

      (268)


      (1)

      $

      76,957



      Customer support

      34,442



      (261)


      (1)

      34,181



      Professional service and other

      55,529



      (89)


      (1)

      55,440



      Amortization of acquired technology-based intangible assets

      39,285



      (39,285)


      (2)

      —



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

      382,641


      64.5

      %

      39,903


      (3)

      422,544


      71.2

      %

      Operating expenses







      Research and development

      77,086



      (1,634)


      (1)

      75,452



      Sales and marketing

      117,498



      (2,081)


      (1)

      115,417



      General and administrative

      44,828



      (2,328)


      (1)

      42,500



      Amortization of acquired customer-based intangible assets

      40,825



      (40,825)


      (2)

      —



      Special charges (recoveries)

      20,586



      (20,586)


      (4)

      —



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

      65,261


      11.0

      %

      107,357


      (5)

      172,618


      29.1

      %

      Other income (expense), net

      1,424



      (1,424)


      (6)

      —



      Provision for (recovery of) income taxes

      13,239



      7,798


      (7)

      21,037



      GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

      21,616



      98,135


      (8)

      119,751



      GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

      $

      0.08



      $

      0.37


      (8)

      $

      0.45





      (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 total revenue.

      (4)

      Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore 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 total 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 is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in non-marketable securities investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision rate of approximately 38% and a Non-GAAP-based tax rate of approximately 15%; 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. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 15%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

      (8)

      Reconciliation of GAAP-based net income to Non-GAAP-based net income:


      Three Months Ended March 31, 2017



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      21,616


      $

      0.08


      Add:



      Amortization

      80,110


      0.30


      Share-based compensation

      6,661


      0.03


      Special charges (recoveries)

      20,586


      0.08


      Other (income) expense, net

      (1,424)


      (0.01)


      GAAP-based provision for (recovery of ) income taxes

      13,239


      0.05


      Non-GAAP-based provision for income taxes

      (21,037)


      (0.08)


      Non-GAAP-based net income, attributable to OpenText

      $

      119,751


      $

      0.45


      Reconciliation of Adjusted EBITDA



      Three months ended March 31, 2017

      GAAP-based net income, attributable to OpenText

      $

      21,616


      Add:


      Provision for (recovery of) income taxes

      13,239


      Interest and other related expense, net

      31,734


      Amortization of acquired technology-based intangible assets

      39,285


      Amortization of acquired customer-based intangible assets

      40,825


      Depreciation

      16,557


      Share-based compensation

      6,661


      Special charges (recoveries)

      20,586


      Other (income) expense, net

      (1,424)


      Adjusted EBITDA

      $

      189,079


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended June 30, 2016.

      (In thousands except for per share amounts)


      Three Months Ended June 30, 2016


      GAAP-based

      Measures

      GAAP-based
      Measures
      % of Total
       Revenue

      Adjustments

      Note

      Non-GAAP-
      based

      Measures

      Non-GAAP-
      based
      Measures

      % of Total
      Revenue

      Cost of revenues







      Cloud services and subscriptions

      $

      64,889



      $

      (312)


      (1)

      $

      64,577



      Customer support

      25,237



      (269)


      (1)

      24,968



      Professional service and other

      41,546



      (540)


      (1)

      41,006



      Amortization of acquired technology-based intangible assets

      17,994



      (17,994)


      (2)

      —



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

      331,031


      68.4

      %

      19,115


      (3)

      350,146


      72.4

      %

      Operating expenses







      Research and development

      53,747



      (836)


      (1)

      52,911



      Sales and marketing

      95,815



      (3,026)


      (1)

      92,789



      General and administrative

      33,330



      (1,915)


      (1)

      31,415



      Amortization of acquired customer-based intangible assets

      29,637



      (29,637)


      (2)

      —



      Special charges (recoveries)

      10,092



      (10,092)


      (4)

      —



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

      93,479


      19.3

      %

      64,621


      (5)

      158,100


      32.7

      %

      Other income (expense), net

      409



      (409)


      (6)

      —



      Provision for (recovery of) income taxes

      (14,347)



      41,644


      (7)

      27,297



      GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

      86,390



      22,568


      (8)

      108,958



      GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

      $

      0.35



      $

      0.10


      (8)

      $

      0.45





      (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 total revenue.

      (4)

      Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore 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 total 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 is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision rate of approximately 20% and a Non-GAAP-based tax rate of approximately 20%; 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. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and "book to return" adjustments for tax return filings and tax assessments. In arriving at our Non-GAAP-based tax rate of approximately 20%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

      (8)

      Reconciliation of GAAP-based net income to Non-GAAP-based net income:


      Three Months Ended June 30, 2016



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      86,390


      $

      0.35


      Add:



      Amortization

      47,631


      0.20


      Share-based compensation

      6,898


      0.03


      Special charges (recoveries)

      10,092


      0.04


      Other (income) expense, net

      (409)


      —


      GAAP-based provision for (recovery of ) income taxes

      (14,347)


      (0.06)


      Non-GAAP-based provision for income taxes

      (27,297)


      (0.11)


      Non-GAAP-based net income, attributable to OpenText

      $

      108,958


      $

      0.45


      Reconciliation of Adjusted EBITDA



      Three months ended June 30, 2016

      GAAP-based net income, attributable to OpenText

      $

      86,390


      Add:


      Provision for (recovery of) income taxes

      (14,347)


      Interest and other related expense, net

      21,902


      Amortization of acquired technology-based intangible assets

      17,994


      Amortization of acquired customer-based intangible assets

      29,637


      Depreciation

      14,931


      Share-based compensation

      6,898


      Special charges (recoveries)

      10,092


      Other (income) expense, net

      (409)


      Adjusted EBITDA

      $

      173,088


       

      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2016.

      (In thousands except for per share amounts)


      Year Ended June 30, 2016


      GAAP-based

      Measures

      GAAP-based
      Measures
      % of Total
      Revenue

      Adjustments

      Note

      Non-GAAP-
      based

      Measures

      Non-GAAP-
      based
      Measures

      % of Total
      Revenue

      Cost of revenues:







      Cloud services and subscriptions

      $

      244,021



      $

      (953)


      (1)

      $

      243,068



      Customer support

      89,861



      (900)


      (1)

      88,961



      Professional service and other

      155,584



      (1,626)


      (1)

      153,958



      Amortization of acquired technology-based intangible assets

      74,238



      (74,238)


      (2)

      —



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

      1,250,228


      68.5

      %

      77,717


      (3)

      1,327,945


      72.8

      %

      Operating expenses







      Research and development

      194,057



      (2,824)


      (1)

      191,233



      Sales and marketing

      344,235



      (12,069)


      (1)

      332,166



      General and administrative

      140,397



      (7,606)


      (1)

      132,791



      Amortization of acquired customer-based intangible assets

      113,201



      (113,201)


      (2)

      —



      Special charges (recoveries)

      34,846



      (34,846)


      (4)

      —



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

      368,563


      20.2

      %

      248,263


      (5)

      616,826


      33.8

      %

      Other income (expense), net

      (1,423)



      1,423


      (6)

      —



      Provision for (recovery of) income taxes

      6,282



      101,793


      (7)

      108,075



      GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

      284,477



      147,893


      (8)

      432,370



      GAAP-based earnings per share / Non GAAP-based earnings per share-diluted, attributable to OpenText

      $

      1.17



      $

      0.60


      (8)

      $

      1.77





      (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 total revenue.

      (4)

      Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore 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 total 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 is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.

      (7)

      Adjustment relates to differences between the GAAP-based tax provision rate of approximately 2% and a Non-GAAP-based tax rate of 20%; 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. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and "book to return" adjustments for tax return filings and tax assessments. In arriving at our Non-GAAP-based tax rate of 20%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

      (8)

      Reconciliation of GAAP-based net income to Non-GAAP-based net income:


      Year Ended June 30, 2016



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      284,477


      $

      1.17


      Add:



      Amortization

      187,439


      0.77


      Share-based compensation

      25,978


      0.10


      Special charges (recoveries)

      34,846


      0.14


      Other (income) expense, net

      1,423


      0.01


      GAAP-based provision for (recovery of) income taxes

      6,282


      0.03


      Non-GAAP based provision for income taxes

      (108,075)


      (0.45)


      Non-GAAP-based net income, attributable to OpenText

      $

      432,370


      $

      1.77



      Reconciliation of Adjusted EBITDA



      Year Ended June 30, 2016

      GAAP-based net income, attributable to OpenText

      $

      284,477


      Add:


      Provision for (recovery of) income taxes

      6,282


      Interest and other related expense, net

      76,363


      Amortization of acquired technology-based intangible assets

      74,238


      Amortization of acquired customer-based intangible assets

      113,201


      Depreciation

      54,929


      Share-based compensation

      25,978


      Special charges (recoveries)

      34,846


      Other (income) expense, net

      1,423


      Adjusted EBITDA

      $

      671,737


      (3)

      The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three months and years ended June 30, 2017 and 2016:


      Three Months Ended
      June 30, 2017


      Three Months Ended
      June 30, 2016

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      22

      %

      16

      %


      25

      %

      15

      %

      GBP

      6

      %

      6

      %


      7

      %

      7

      %

      CAD

      4

      %

      10

      %


      5

      %

      12

      %

      USD

      58

      %

      52

      %


      54

      %

      49

      %

      Other

      10

      %

      16

      %


      9

      %

      17

      %

      Total

      100

      %

      100

      %


      100

      %

      100

      %






      Year Ended June 30, 2017


      Year Ended June 30, 2016

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      22

      %

      15

      %


      24

      %

      15

      %

      GBP

      6

      %

      7

      %


      8

      %

      7

      %

      CAD

      4

      %

      11

      %


      4

      %

      12

      %

      USD

      58

      %

      52

      %


      54

      %

      49

      %

      Other

      10

      %

      15

      %


      10

      %

      17

      %

      Total

      100

      %

      100

      %


      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 (recoveries).

      SOURCE Open Text Corporation

      Modal title

      Organization Profile

      Open Text Corporation

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