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      OpenText Reports Fourth Quarter and Fiscal Year 2018 Financial Results


      News provided by

      Open Text Corporation

      Aug 02, 2018, 16:01 ET

      Share this article

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      Q4 Revenue of $754 million, up 14% Y/Y

      Annual Revenue of $2.82 billion, up 23% Y/Y

      Annual Operating Cash Flows of $710 million, up 62% Y/Y

      WATERLOO, Ontario, Aug. 2, 2018 /CNW/ -- Open Text Corporation (NASDAQ: OTEX, TSX: OTEX), "The Information Company," today announced its financial results for the fourth quarter and fiscal year ended June 30, 2018.

      "Our fourth quarter was a strong close to a record year, with $2.8 billion in total annual revenues and 23% year over year growth," said Mark J. Barrenechea, OpenText Vice Chair, CEO & CTO. "Fiscal 2018 demonstrates the strength of our Total Growth strategy that combines both acquisition and organic growth. Further, we completed 3 acquisitions in Fiscal 2018 (Covisint, Guidance Software and Hightail) and we enter Fiscal 2019 with a strong balance sheet."

      Barrenechea added, "OpenText's Annual Recurring Revenue business grew 22% year over year to over $2 billion as we continued to expand our support, cloud, business networks and security product lines. We recently announced a new public SaaS platform, OpenText OT2, and Release 16 EP5, offering customers the next evolution of our products.  OpenText is increasingly becoming a strategic technology partner to Global 10,000 companies as we scale and expand our value proposition, which positions us well for Fiscal 2019 and beyond."

      "In Fiscal 2018, we generated over $1 billion of adjusted EBITDA and $710 million in Operating Cash Flows, which was up 62% over the prior fiscal year," said OpenText EVP and CFO, Madhu Ranganathan. "As we start Fiscal 2019, we are taking steps to further improve our operational efficiency and expand margins, which reinforces our ability to execute our M&A strategy and advance the Company toward our Fiscal 2021 objectives."

      Ms. Ranganathan added, "Looking at Fiscal 2019 and beyond, today we are also announcing a restructuring plan to further streamline our operations and increase our agility as we look to execute on our Total Growth strategy. We will undertake the restructuring initiatives during Fiscal 2019 and the expected size of the plan will be approximately $29 million. Savings are anticipated to ramp over the course of the year, with full benefits realized in Fiscal 2020 and beyond."

      Financial Highlights for Fiscal 2018 with Year Over Year Comparisons

      Summary of Annual Results









      (in millions except per share data)

      FY18

      FY17

      $ Change

      % Change

      (Y/Y)


      FY18 in
      CC*

      % Change
      in CC*


      Revenues:









      Cloud services and subscriptions

      $829.0


      $705.5


      $123.5


      17.5

      %


      $818.6


      16.0

      %


      Customer support

      1,232.5


      981.1


      251.4


      25.6

      %


      1,195.4


      21.8

      %


      Total annual recurring revenues**

      $2,061.5


      $1,686.6


      $374.9


      22.2

      %


      $2,013.9


      19.4

      %


      License

      437.5


      369.1


      68.4


      18.5

      %


      423.6


      14.8

      %


      Professional service and other

      316.3


      235.3


      80.9


      34.4

      %


      305.1


      29.6

      %


      Total revenues

      $2,815.2


      $2,291.1


      $524.2


      22.9

      %


      $2,742.7


      19.7

      %


      GAAP-based operating income

      $505.4


      $352.9


      $152.5


      43.2

      %





      Non-GAAP-based operating income (1)

      $932.2


      $728.5


      $203.7


      28.0

      %


      $901.7


      23.8

      %


      GAAP-based operating margin

      18.0

      %

      15.4

      %

      n/a


      260


      bps




      Non-GAAP-based operating margin (1)

      33.1

      %

      31.8

      %

      n/a


      130


      bps

      32.9

      %

      110


      bps

      GAAP-based EPS, diluted (2)

      $0.91


      $4.01


      ($3.10)


      (77.3)

      %





      Non-GAAP-based EPS, diluted (1)(3)

      $2.56


      $2.02


      $0.54


      26.7

      %


      $2.46


      21.8

      %


      GAAP-based net income attributable to OpenText (2)

      $242.2


      $1,025.7


      ($783.4)


      (76.4)

      %





      Adjusted EBITDA (1)

      $1,019.1


      $792.5


      $226.5


      28.6

      %





      Operating cash flows

      $709.9


      $439.3


      $270.6


      61.6

      %




















      Summary of Quarterly Results









      (in millions except per share data)

      Q4 FY18

      Q4 FY17

      $ Change

      % Change

      (Y/Y)


      Q4 FY18 in
      CC*

      % Change
      in CC*


      Revenues:









      Cloud services and subscriptions

      $217.9


      $183.6


      $34.3


      18.7

      %


      $212.5


      15.7

      %


      Customer support

      316.8


      287.8


      28.9


      10.1

      %


      304.1


      5.7

      %


      Total annual recurring revenues**

      $534.6


      $471.4


      $63.2


      13.4

      %


      $516.5


      9.6

      %


      License

      139.9


      123.5


      16.4


      13.3

      %


      135.9


      10.0

      %


      Professional service and other

      79.7


      68.6


      11.1


      16.2

      %


      77.4


      12.8

      %


      Total revenues

      $754.3


      $663.6


      $90.7


      13.7

      %


      $729.8


      10.0

      %


      GAAP-based operating income

      $149.3


      $106.5


      $42.9


      40.3

      %





      Non-GAAP-based operating income (1)

      $259.1


      $219.9


      $39.1


      17.8

      %


      $247.4


      12.5

      %


      GAAP-based operating margin

      19.8

      %

      16.0

      %

      n/a


      380


      bps




      Non-GAAP-based operating margin (1)

      34.3

      %

      33.1

      %

      n/a


      120


      bps

      33.9

      %

      80


      bps

      GAAP-based EPS, diluted

      $0.23


      $0.17


      $0.06


      35.3

      %





      Non-GAAP-based EPS, diluted (1)(3)

      $0.72


      $0.60


      $0.12


      20.0

      %


      $0.68


      13.3

      %


      GAAP-based net income attributable to OpenText

      $61.7


      $46.1


      $15.6


      33.8

      %





      Adjusted EBITDA (1)

      $281.8


      $237.0


      $44.8


      18.9

      %





      Operating cash flows

      $205.5


      $102.5


      $103.0


      100.5

      %






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

      (2) 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.

      (3) 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.

      *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.

      **Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

      OpenText Quarterly Business Highlights

      • 38 customer transactions over $1 million, 15 OpenText Cloud and 23 on-premise
      • Financial, Services, Consumer Goods, Technology and Healthcare industries saw the most demand in cloud and license
      • Key customer wins in the quarter included The United States Department of Energy, Ness A. T., US Navy SPAWAR Atlantic, Hydro Quebec, Salt River Project, GEMA, SecureWorks, Southern Company, US Defense Health Agency, Roy Hill, Netherlands Ministry of Education, BMW Group and Auto Club Group
      • OpenText Defines the Future of Enterprise Information Management with Next-Generation OpenText OT2 Platform
      • OpenText Announces Successful Repricing and Amendment of Credit Facilities
      • The OpenText Business Network Powers 23 of Gartner's Top 25 Supply Chains
      • OpenText Receives 2018 SAP® Pinnacle Award SAP Solution Extension Partner of the Year
      • OpenText Announces Availability of Two New Cloud Offerings for SAP® Solutions
      • Independent Research Firm Cites OpenText as a Leader in Digital Asset Management for Customer Experience

      Dividend Program Highlights

      As part of our quarterly, non-cumulative cash dividend program, the Board declared on August 1, 2018 a cash dividend of $0.1518 per common share. The record date for this dividend is August 31, 2018 and the payment date is September 21, 2018. 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






      FY18

      FY17

      % Change


      Revenue (million)

      $2,815.2


      $2,291.1


      22.9

      %


      GAAP-based gross margin

      66.2

      %

      66.7

      %

      (50)


      bps

      GAAP-based operating margin

      18.0

      %

      15.4

      %

      260


      bps

      GAAP-based EPS, diluted(2)

      $0.91


      $4.01


      (77.3)

      %


      Non-GAAP-based gross margin (1)

      73.0

      %

      72.6

      %

      40


      bps

      Non-GAAP-based operating margin (1)

      33.1

      %

      31.8

      %

      130


      bps

      Non-GAAP-based EPS, diluted (1)(3)

      $2.56


      $2.02


      26.7

      %


      Summary of Quarterly Results









      Q4 FY18

      Q3 FY18

      Q4 FY17

      % Change

      (Q4 FY18 vs
      Q3 FY18)


      % Change

      (Q4 FY18 vs
      Q4 FY17)


      Revenue (million)

      $754.3


      $685.9


      $663.6


      10.0

      %


      13.7

      %


      GAAP-based gross margin

      67.5

      %

      64.6

      %

      66.9

      %

      290


      bps

      60


      bps

      GAAP-based operating margin

      19.8

      %

      14.9

      %

      16.0

      %

      490


      bps

      380


      bps

      GAAP-based EPS, diluted

      $0.23


      $0.22


      $0.17


      4.5

      %


      35.3

      %


      Non-GAAP-based gross margin (1)

      74.0

      %

      71.6

      %

      73.6

      %

      240


      bps

      40


      bps

      Non-GAAP-based operating margin (1)

      34.3

      %

      29.8

      %

      33.1

      %

      450


      bps

      120


      bps

      Non-GAAP-based EPS, diluted (1)(3)

      $0.72


      $0.54


      $0.60


      33.3

      %


      20.0

      %



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

      (2) 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.

      (3) 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.

      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 10 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/investor-events-and-presentations.

      A replay of the call will be available beginning August 2, 2018 at 7:00 p.m. ET through 11:59 p.m. on August 16, 2018 and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 2420 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, The Information Company™, a market leader in Enterprise Information Management software and solutions, enabling companies to manage, leverage, secure and gain insight into their enterprise information, on premises or in the cloud. For more information about OpenText (NASDAQ/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, total growth from acquisitions, innovation and organic initiatives, and distribution expansion, the focus on recurring revenues, improving efficiency, expanding cash flow and strengthening the business, adjusted operating income and cash flow, its financial condition, the adjusted operating margin target range, 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, scaling OpenText to new levels in Fiscal 2019 and beyond, the anticipated size, benefits and timing related to our restructuring plan, 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) failure to comply with privacy laws and regulations that are extensive, open to various interpretations and complex to implement including General Data Protection Regulation (GDPR) and Country by Country Reporting (CBCR); (vi) fluctuations in currency exchange rates; (vii) delays in the purchasing decisions of the Company's customers; (viii) the competition the Company faces in its industry and/or marketplace; (ix) the final determination of litigation, tax audits (including tax examinations in the United States and elsewhere) and other legal proceedings; (x) potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, U.S. or international tax regimes including the new tax reform legislation enacted through the Tax Cuts and Jobs Act in the United States; (xi) the possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (xii) the continuous commitment of the Company's customers; and (xiii) 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.

      For more information, please contact:

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

      OTEX-F

      Copyright ©2018 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, 2018


      June 30, 2017

      ASSETS




      Cash and cash equivalents

      $

      682,942



      $

      443,357


      Accounts receivable trade, net of allowance for doubtful accounts of $9,741 as of June 30, 2018 and $6,319 as of June 30, 2017

      487,956



      445,812


      Income taxes recoverable

      55,623



      32,683


      Prepaid expenses and other current assets

      101,059



      81,625


      Total current assets

      1,327,580



      1,003,477


      Property and equipment

      264,205



      227,418


      Goodwill

      3,580,129



      3,416,749


      Acquired intangible assets

      1,296,637



      1,472,542


      Deferred tax assets

      1,122,729



      1,215,712


      Other assets

      111,267



      93,763


      Deferred charges

      38,000



      42,344


      Long-term income taxes recoverable

      24,482



      8,557


      Total assets

      $

      7,765,029



      $

      7,480,562


      LIABILITIES AND SHAREHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued liabilities

      $

      302,154



      $

      342,120


      Current portion of long-term debt

      10,000



      182,760


      Deferred revenues

      644,211



      570,328


      Income taxes payable

      38,234



      31,835


      Total current liabilities

      994,599



      1,127,043


      Long-term liabilities:




      Accrued liabilities

      52,827



      50,338


      Deferred credits

      2,727



      5,283


      Pension liability

      65,719



      58,627


      Long-term debt

      2,610,523



      2,387,057


      Deferred revenues

      69,197



      61,678


      Long-term income taxes payable

      172,241



      162,493


      Deferred tax liabilities

      79,938



      94,724


      Total long-term liabilities

      3,053,172



      2,820,200


      Shareholders' equity:




      Share capital and additional paid-in capital




      267,651,084 and 264,059,567 Common Shares issued and outstanding at June 30, 2018 and June 30, 2017, respectively; authorized Common Shares: unlimited

      1,707,073



      1,613,454


      Accumulated other comprehensive income

      33,645



      48,800


      Retained earnings

      1,994,235



      1,897,624


      Treasury stock, at cost (690,336 shares at June 30, 2018 and 1,101,612 at June 30, 2017, respectively)

      (18,732)



      (27,520)


      Total OpenText shareholders' equity

      3,716,221



      3,532,358


      Non-controlling interests

      1,037



      961


      Total shareholders' equity

      3,717,258



      3,533,319


      Total liabilities and shareholders' equity

      $

      7,765,029



      $

      7,480,562


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF INCOME

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




      Year Ended June 30,



      2018


      2017


      2016

      Revenues:







      License


      $

      437,512



      $

      369,144



      $

      283,710


      Cloud services and subscriptions


      828,968



      705,495



      601,018


      Customer support


      1,232,504



      981,102



      746,409


      Professional service and other


      316,257



      235,316



      193,091


      Total revenues


      2,815,241



      2,291,057



      1,824,228


      Cost of revenues:







      License


      13,693



      13,632



      10,296


      Cloud services and subscriptions


      364,091



      300,255



      244,021


      Customer support


      134,089



      122,753



      89,861


      Professional service and other


      253,670



      195,195



      155,584


      Amortization of acquired technology-based intangible assets


      185,868



      130,556



      74,238


      Total cost of revenues


      951,411



      762,391



      574,000


      Gross profit


      1,863,830



      1,528,666



      1,250,228


      Operating expenses:







      Research and development


      323,461



      281,680



      194,057


      Sales and marketing


      529,381



      444,838



      344,235


      General and administrative


      205,313



      170,438



      140,397


      Depreciation


      86,943



      64,318



      54,929


      Amortization of acquired customer-based intangible assets


      184,118



      150,842



      113,201


      Special charges


      29,211



      63,618



      34,846


      Total operating expenses


      1,358,427



      1,175,734



      881,665


      Income from operations


      505,403



      352,932



      368,563


      Other income (expense), net


      17,973



      15,743



      (1,423)


      Interest and other related expense, net


      (137,250)



      (119,124)



      (76,363)


      Income before income taxes


      386,126



      249,551



      290,777


      Provision for (recovery of) income taxes


      143,826



      (776,364)



      6,282


      Net income for the period


      $

      242,300



      $

      1,025,915



      $

      284,495


      Net (income) loss attributable to non-controlling interests


      (76)



      (256)



      (18)


      Net income attributable to OpenText


      $

      242,224



      $

      1,025,659



      $

      284,477


      Earnings per share—basic attributable to OpenText


      $

      0.91



      $

      4.04



      $

      1.17


      Earnings per share—diluted attributable to OpenText


      $

      0.91



      $

      4.01



      $

      1.17


      Weighted average number of Common Shares outstanding—basic


      266,085



      253,879



      242,926


      Weighted average number of Common Shares outstanding—diluted


      267,492



      255,805



      244,076


      Dividends declared per Common Share


      $

      0.5478



      $

      0.4770



      $

      0.4150


      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,


      2018


      2017

      Revenues:




      License

      $

      139,924



      $

      123,497


      Cloud services and subscriptions

      217,892



      183,638


      Customer support

      316,751



      287,804


      Professional service and other

      79,703



      68,615


      Total revenues

      754,270



      663,554


      Cost of revenues:




      License

      3,048



      3,388


      Cloud services and subscriptions

      95,079



      79,588


      Customer support

      34,284



      35,224


      Professional service and other

      64,980



      58,028


      Amortization of acquired technology-based intangible assets

      47,477



      43,288


      Total cost of revenues

      244,868



      219,516


      Gross profit

      509,402



      444,038


      Operating expenses:




      Research and development

      82,006



      81,301


      Sales and marketing

      147,430



      129,541


      General and administrative

      52,596



      47,499


      Depreciation

      22,901



      17,190


      Amortization of acquired customer-based intangible assets

      47,299



      42,594


      Special charges

      7,821



      19,461


      Total operating expenses

      360,053



      337,586


      Income from operations

      149,349



      106,452


      Other income (expense), net

      (8,938)



      11,178


      Interest and other related expense, net

      (35,336)



      (32,372)


      Income before income taxes

      105,075



      85,258


      Provision for (recovery of) income taxes

      43,182



      39,000


      Net income for the period

      $

      61,893



      $

      46,258


      Net (income) loss attributable to non-controlling interests

      (170)



      (121)


      Net income attributable to OpenText

      $

      61,723



      $

      46,137


      Earnings per share—basic attributable to OpenText

      $

      0.23



      $

      0.17


      Earnings per share—diluted attributable to OpenText

      $

      0.23



      $

      0.17


      Weighted average number of Common Shares outstanding—basic

      267,489



      263,938


      Weighted average number of Common Shares outstanding—diluted

      268,628



      265,818


      Dividends declared per Common Share

      $

      0.1518



      $

      0.1320


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

      (In thousands of U.S. dollars)




      Year Ended June 30,



      2018


      2017


      2016

      Net income for the period


      $

      242,300



      $

      1,025,915



      $

      284,495


      Other comprehensive income (loss) —net of tax:







      Net foreign currency translation adjustments


      (9,582)



      (4,756)



      (3,318)


      Unrealized gain (loss) on cash flow hedges:







      Unrealized gain (loss) - net of tax expense (recovery) effect of ($171), $34 and ($928) for the year ended June 30, 2018, 2017 and 2016, respectively


      (476)



      95



      (2,574)


      (Gain) loss reclassified into net income - net of tax (expense) recovery effect of ($489), $67 and $1,065 for the year ended June 30, 2018, 2017 and 2016, respectively


      (1,357)



      186



      2,956


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







      Actuarial gain (loss) - net of tax expense (recovery) effect of ($1,846), $840 and ($1,612) for the year ended June 30, 2018, 2017 and 2016, respectively


      (3,383)



      6,216



      (3,374)


      Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $183, $241 and $132 for the year ended June 30, 2018, 2017 and 2016, respectively


      260



      565



      347


      Unrealized net gain (loss) on marketable securities - net of tax effect of nil for the year ended June 30, 2018, 2017 and 2016, respectively


      —



      184



      445


      Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2018, 2017 and 2016, respectively


      (617)



      —



      —


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


      (15,155)



      2,490



      (5,518)


      Total comprehensive income


      227,145



      1,028,405



      278,977


      Comprehensive (income) loss attributable to non-controlling interests


      (76)



      (256)



      (18)


      Total comprehensive income attributable to OpenText


      $

      227,069



      $

      1,028,149



      $

      278,959


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)




      Year Ended June 30,



      2018


      2017


      2016

      Cash flows from operating activities:







      Net income for the period


      $

      242,300



      $

      1,025,915



      $

      284,495


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







      Depreciation and amortization of intangible assets


      456,929



      345,715



      242,368


      Share-based compensation expense


      27,594



      30,507



      25,978


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


      —



      (1,534)



      (230)


      Pension expense


      3,738



      3,893



      4,577


      Amortization of debt issuance costs


      4,646



      5,014



      4,678


      Amortization of deferred charges and credits


      4,242



      6,298



      9,903


      Loss on sale and write down of property and equipment


      2,234



      784



      1,108


      Release of unrealized gain on marketable securities to income


      (841)



      —



      —


      Deferred taxes


      89,736



      (871,195)



      (54,461)


      Share in net (income) loss of equity investees


      (5,965)



      (5,952)



      —


      Write off of unamortized debt issuance costs


      155



      833



      —


      Other non-cash charges


      —



      1,033



      —


      Changes in operating assets and liabilities:







      Accounts receivable


      (22,566)



      (126,784)



      8,985


      Prepaid expenses and other current assets


      (7,274)



      (7,766)



      316


      Income taxes and deferred charges and credits


      (31,323)



      (1,683)



      6,294


      Accounts payable and accrued liabilities


      (91,650)



      53,490



      (5,671)


      Deferred revenue


      35,629



      3,484



      (4,781)


      Other assets


      2,301



      (22,799)



      2,163


      Net cash provided by operating activities


      709,885



      439,253



      525,722


      Cash flows from investing activities:







      Additions of property and equipment


      (105,318)



      (79,592)



      (70,009)


      Proceeds from maturity of short-term investments


      —



      9,212



      11,297


      Purchase of Hightail Inc.


      (20,535)



      —



      —


      Purchase of Guidance Software,  net of cash acquired


      (229,275)



      —



      —


      Purchase of Covisint Corporation, net of cash acquired


      (71,279)



      —



      —


      Purchase of ECD Business


      —



      (1,622,394)



      —


      Purchase of HP Inc. CCM Business


      —



      (315,000)



      —


      Purchase of Recommind, Inc.


      —



      (170,107)



      —


      Purchase consideration for prior period acquisitions


      —



      (7,146)



      (293,071)


      Other investing activities


      (18,034)



      (5,937)



      (9,393)


      Net cash used in investing activities


      (444,441)



      (2,190,964)



      (361,176)


      Cash flows from financing activities:







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


      —



      1,534



      230


      Proceeds from issuance of long-term debt and revolver


      1,200,000



      481,875



      600,000


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


      75,935



      35,593



      20,097


      Proceeds from issuance of Common shares under public Equity Offering


      —



      604,223



      —


      Repayment of long-term debt and revolver


      (1,149,620)



      (57,880)



      (8,000)


      Debt issuance costs


      (4,375)



      (7,240)



      (6,765)


      Equity issuance costs


      —



      (19,574)



      —


      Common Shares repurchased


      —



      —



      (65,509)


      Purchase of treasury stock


      —



      (8,198)



      (10,627)


      Purchase of non-controlling interest


      —



      (208)



      —


      Payments of dividends to shareholders


      (145,613)



      (120,581)



      (99,262)


      Net cash provided by (used in) financing activities


      (23,673)



      909,544



      430,164


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


      (2,186)



      1,767



      (10,952)


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


      239,585



      (840,400)



      583,758


      Cash and cash equivalents at beginning of the period


      443,357



      1,283,757



      699,999


      Cash and cash equivalents at end of the period


      $

      682,942



      $

      443,357



      $

      1,283,757


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)

      (unaudited)



      Three Months Ended June 30,


      2018


      2017

      Cash flows from operating activities:




      Net income for the period

      $

      61,893



      $

      46,258


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




      Depreciation and amortization of intangible assets

      117,677



      103,071


      Share-based compensation expense

      7,121



      8,134


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

      —



      52


      Pension expense

      904



      940


      Amortization of debt issuance costs

      811



      1,233


      Amortization of deferred charges and credits

      1,067



      (140)


      Loss on sale and write down of property and equipment

      1,745



      784


      Deferred taxes

      27,096



      19,049


      Share in net (income) loss of equity investees

      (6,468)



      201


      Write off of unamortized debt issuance costs

      155



      —


      Changes in operating assets and liabilities:




      Accounts receivable

      33,132



      (89,689)


      Prepaid expenses and other current assets

      3,261



      (1,532)


      Income taxes and deferred charges and credits

      (9,255)



      (3,253)


      Accounts payable and accrued liabilities

      628



      36,969


      Deferred revenue

      (39,075)



      (3,433)


      Other assets

      4,767



      (16,164)


      Net cash provided by operating activities

      205,459



      102,480


      Cash flows from investing activities:




      Additions of property and equipment

      (22,280)



      (29,521)


      Purchase of Hightail Inc.

      (69)



      —


      Other investing activities

      (6,855)



      (2,924)


      Net cash used in investing activities

      (29,204)



      (32,445)


      Cash flows from financing activities:




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

      —



      (52)


      Proceeds from issuance of long-term debt and revolver

      1,000,000



      —


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

      9,871



      8,925


      Repayment of long-term debt and revolver

      (1,043,800)



      (51,940)


      Debt issuance costs

      (4,375)



      (1,040)


      Equity issuance costs

      —



      (102)


      Purchase of treasury stock

      —



      (3,953)


      Repurchase of non-controlling interest

      —



      (208)


      Payments of dividends to shareholders

      (40,617)



      (34,628)


      Net cash provided by (used in) financing activities

      (78,921)



      (82,998)


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

      (19,889)



      7,320


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

      77,445



      (5,643)


      Cash and cash equivalents at beginning of the period

      605,497



      449,000


      Cash and cash equivalents at end of the period

      $

      682,942



      $

      443,357


      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 GAAP-based 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 GAAP-based 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. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP.




      The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special Charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends.




      In summary 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, 2018.

      (In thousands except for per share amounts)


      Three Months Ended June 30, 2018


      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

      $

      95,079



      $

      (310)


      (1)

      $

      94,769



      Customer support

      34,284



      (300)


      (1)

      33,984



      Professional service and other

      64,980



      (516)


      (1)

      64,464



      Amortization of acquired technology-based intangible assets

      47,477



      (47,477)


      (2)

      —



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

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

      509,402


      67.5

      %

      48,603


      (3)

      558,005


      74.0

      %

      Operating expenses







      Research and development

      82,006



      (1,453)


      (1)

      80,553



      Sales and marketing

      147,430



      (2,552)


      (1)

      144,878



      General and administrative

      52,596



      (1,990)


      (1)

      50,606



      Amortization of acquired customer-based intangible assets

      47,299



      (47,299)


      (2)

      —



      Special charges (recoveries)

      7,821



      (7,821)


      (4)

      —



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

      149,349


      19.8

      %

      109,718


      (5)

      259,067


      34.3

      %

      Other income (expense), net

      (8,938)



      8,938


      (6)

      —



      Provision for (recovery of) income taxes

      43,182



      (11,860)


      (7)

      31,322



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

      61,723



      130,516


      (8)

      192,239



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

      $

      0.23



      $

      0.49


      (8)

      $

      0.72





      (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 certain 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) generally relates 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 41% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items 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 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. We also took into consideration changes in US tax reform legislation that was enacted on December 22, 2017 through the Tax Cuts and Jobs Act.

      (8)

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


      Three Months Ended June 30, 2018



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      61,723


      $

      0.23


      Add:



      Amortization

      94,776


      0.35


      Share-based compensation

      7,121


      0.03


      Special charges (recoveries)

      7,821


      0.03


      Other (income) expense, net

      8,938


      0.03


      GAAP-based provision for (recovery of) income taxes

      43,182


      0.16


      Non-GAAP-based provision for income taxes

      (31,322)


      (0.11)


      Non-GAAP-based net income, attributable to OpenText

      $

      192,239


      $

      0.72


      Reconciliation of Adjusted EBITDA



      Three Months Ended June 30, 2018

      GAAP-based net income, attributable to OpenText

      $

      61,723


      Add:


      Provision for (recovery of) income taxes

      43,182


      Interest and other related expense, net

      35,336


      Amortization of acquired technology-based intangible assets

      47,477


      Amortization of acquired customer-based intangible assets

      47,299


      Depreciation

      22,901


      Share-based compensation

      7,121


      Special charges (recoveries)

      7,821


      Other (income) expense, net

      8,938


      Adjusted EBITDA

      $

      281,798


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2018.

      (In thousands except for per share amounts)


      Year Ended June 30, 2018


      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

      $

      364,091



      $

      (1,429)


      (1)

      $

      362,662



      Customer support

      134,089



      (1,233)


      (1)

      132,856



      Professional service and other

      253,670



      (1,838)


      (1)

      251,832



      Amortization of acquired technology-based intangible assets

      185,868



      (185,868)


      (2)

      —



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

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

      1,863,830


      66.2

      %

      190,368


      (3)

      2,054,198


      73.0

      %

      Operating expenses







      Research and development

      323,461



      (5,659)


      (1)

      317,802



      Sales and marketing

      529,381



      (9,231)


      (1)

      520,150



      General and administrative

      205,313



      (8,204)


      (1)

      197,109



      Amortization of acquired customer-based intangible assets

      184,118



      (184,118)


      (2)

      —



      Special charges (recoveries)

      29,211



      (29,211)


      (4)

      —



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

      505,403


      18.0

      %

      426,791


      (5)

      932,194


      33.1

      %

      Other income (expense), net

      17,973



      (17,973)


      (6)

      —



      Provision for (recovery of) income taxes

      143,826



      (32,534)


      (7)

      111,292



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

      242,224



      441,352


      (8)

      683,576



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

      $

      0.91



      $

      1.65


      (8)

      $

      2.56





      (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 certain 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) generally relates 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 37% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items 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 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. We also took into consideration changes in US tax reform legislation that was enacted on December 22, 2017 through the Tax Cuts and Jobs Act.

      (8)

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


      Year Ended June 30, 2018



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      242,224


      $

      0.91


      Add:



      Amortization

      369,986


      1.38


      Share-based compensation

      27,594


      0.10


      Special charges (recoveries)

      29,211


      0.11


      Other (income) expense, net

      (17,973)


      (0.07)


      GAAP-based provision for (recovery of) income taxes

      143,826


      0.54


      Non-GAAP based provision for income taxes

      (111,292)


      (0.41)


      Non-GAAP-based net income, attributable to OpenText

      $

      683,576


      $

      2.56


      Reconciliation of Adjusted EBITDA



      Year Ended June 30, 2018

      GAAP-based net income, attributable to OpenText

      $

      242,224


      Add:


      Provision for (recovery of) income taxes

      143,826


      Interest and other related expense, net

      137,250


      Amortization of acquired technology-based intangible assets

      185,868


      Amortization of acquired customer-based intangible assets

      184,118


      Depreciation

      86,943


      Share-based compensation

      27,594


      Special charges (recoveries)

      29,211


      Other (income) expense, net

      (17,973)


      Adjusted EBITDA

      $

      1,019,061


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2018.

      (In thousands except for per share amounts)


      Three Months Ended March 31, 2018


      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

      $

      94,264



      $

      (135)


      (1)

      $

      94,129



      Customer support

      33,820



      (277)


      (1)

      33,543



      Professional service and other

      64,246



      (122)


      (1)

      64,124



      Amortization of acquired technology-based intangible assets

      47,303



      (47,303)


      (2)

      —



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

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

      443,148


      64.6

      %

      47,837


      (3)

      490,985


      71.6

      %

      Operating expenses







      Research and development

      83,522



      (993)


      (1)

      82,529



      Sales and marketing

      129,987



      (1,496)


      (1)

      128,491



      General and administrative

      54,817



      (2,057)


      (1)

      52,760



      Amortization of acquired customer-based intangible assets

      46,762



      (46,762)


      (2)

      —



      Special charges (recoveries)

      2,644



      (2,644)


      (4)

      —



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

      102,323


      14.9

      %

      101,789


      (5)

      204,112


      29.8

      %

      Other income (expense), net

      11,140



      (11,140)


      (6)

      —



      Provision for (recovery of) income taxes

      20,129



      3,612


      (7)

      23,741



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

      58,794



      87,037


      (8)

      145,831



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

      $

      0.22



      $

      0.32


      (8)

      $

      0.54





      (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 certain 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) generally relates 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 26% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items 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 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. We also took into consideration changes in US tax reform legislation that was enacted on December 22, 2017 through the Tax Cuts and Jobs Act.

      (8)

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


      Three Months Ended March 31, 2018



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      58,794


      $

      0.22


      Add:



      Amortization

      94,065


      0.35


      Share-based compensation

      5,080


      0.02


      Special charges (recoveries)

      2,644


      0.01


      Other (income) expense, net

      (11,140)


      (0.04)


      GAAP-based provision for (recovery of) income taxes

      20,129


      0.07


      Non-GAAP-based provision for income taxes

      (23,741)


      (0.09)


      Non-GAAP-based net income, attributable to OpenText

      $

      145,831


      $

      0.54


      Reconciliation of Adjusted EBITDA



      Three Months Ended March 31, 2018

      GAAP-based net income, attributable to OpenText

      $

      58,794


      Add:


      Provision for (recovery of) income taxes

      20,129


      Interest and other related expense, net

      34,534


      Amortization of acquired technology-based intangible assets

      47,303


      Amortization of acquired customer-based intangible assets

      46,762


      Depreciation

      23,093


      Share-based compensation

      5,080


      Special charges (recoveries)

      2,644


      Other (income) expense, net

      (11,140)


      Adjusted EBITDA

      $

      227,199


      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 certain 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) generally relates 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 items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items 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 certain 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) generally relates 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 items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items 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 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




      (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, 2018 and 2017:


      Three Months Ended June 30, 2018


      Three Months Ended June 30, 2017

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      23

      %

      15

      %


      22

      %

      16

      %

      GBP

      6

      %

      6

      %


      6

      %

      6

      %

      CAD

      4

      %

      10

      %


      4

      %

      10

      %

      USD

      58

      %

      52

      %


      58

      %

      52

      %

      Other

      9

      %

      17

      %


      10

      %

      16

      %

      Total

      100

      %

      100

      %


      100

      %

      100

      %


      Year Ended June 30, 2018


      Year Ended June 30, 2017

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      22

      %

      15

      %


      22

      %

      15

      %

      GBP

      6

      %

      6

      %


      6

      %

      7

      %

      CAD

      4

      %

      11

      %


      4

      %

      11

      %

      USD

      58

      %

      51

      %


      58

      %

      52

      %

      Other

      10

      %

      17

      %


      10

      %

      15

      %

      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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