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      OpenText Reports Fourth Quarter and Fiscal Year 2019 Financial Results


      News provided by

      Open Text Corporation

      Aug 01, 2019, 16:01 ET

      Share this article

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      Record Cloud and Annual Recurring Revenues (ARR)

      Strong Margin Expansion

      Record Operating Cash Flows

      WATERLOO, Ontario, Aug. 1, 2019 /CNW/ --

      Highlights

      Fiscal Year 2019

      • Total Revenues of $2.87 billion, up 1.9%, and $2.92 billion in constant currency, up 3.8%
      • Annual Recurring Revenues (ARR) of $2.16 billion, up 4.6%, and $2.19 billion in constant currency, up 6.2%
      • Cloud Services and Subscriptions Revenues of $907.8 million, up 9.5%, and $918.6 million in constant currency, up 10.8%
      • GAAP net income attributable to OpenText of $285.5 million, up 17.9%
      • Adjusted EBITDA of $1.10 billion, up 7.8%, Margin of 38.4%, up 210 basis points
      • GAAP EPS, diluted of $1.06, up 16.5%
      • Non-GAAP EPS, diluted of $2.76, up 7.8%, and $2.79 in constant currency, up 9.0%
      • Record annual Operating Cash Flows of $876.3 million, up 23.8%.

      Fourth Quarter

      • Total Revenues of $747.2 million, down 0.9%, and $769.3 million in constant currency, up 2.0%
      • Annual Recurring Revenues of $557.1 million, up 4.2%, and $572.0 million in constant currency, up 7.0%
      • Cloud Services and Subscriptions Revenues of $241.9 million, up 11.0%, and $246.5 million in constant currency, up 13.1%
      • GAAP net income attributable to OpenText of $72.0 million, up 16.6%
      • Adjusted EBITDA of $283.9 million, up 0.8%, Margin of 38.0%, up 60 basis points
      • GAAP EPS, diluted of $0.27, up 17.4%
      • Non-GAAP EPS, diluted of $0.72, no change, and $0.74 in constant currency, up 2.8%
      • Operating Cash Flows of $229.8 million, up 12.6%

      Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), "The Information Company," today announced its financial results for the fourth quarter and year ended June 30, 2019. 

      "Fiscal 2019 was a momentous year for OpenText as we delivered in constant currency $2.92 billion in total revenues, a record $918.6 million in cloud revenues, up 10.8% year-over-year growth and $2.19 billion in Annual Recurring Revenues, up 6.2% year-over-year growth, representing 75% of total revenues," said Mark J. Barrenechea, OpenText CEO & CTO. "We enter Fiscal 2020 with the strongest EIM offering in the industry, empowering customers to unlock their information advantage and win in Industry 4.0.  Our expanded partnerships with Google and SAP and recently announced next generation product line, OpenText Cloud Edition, will help revolutionize the way businesses capture, govern, exchange and use information in the cloud."

      Barrenechea further added, "We delivered a solid fourth quarter with total revenues of $769.3 million, up 2.0% year-over-year, and cloud revenues of $246.5 million, up 13.1% year-over-year, each in constant currency.  Operating Cash Flows were $229.8 million, up 12.6% year-over-year. These solid results were delivered against the back drop of a $22 million foreign currency headwind to revenue during the quarter."

      "During Fiscal 2019, we had record Adjusted EBITDA margin of 38.4%, delivered Operating Cash Flows of $876.3 million and deployed $381.4 million of capital to acquire Liaison Technologies & Catalyst Repository Systems," said Madhu Ranganathan, OpenText EVP and CFO.  "We ended the year with $941 million of Cash & Cash Equivalents and 1.5x Consolidated Net Leverage ratio, compared to 1.9x a year ago. As we look into Fiscal 2020 and beyond, we have never been stronger in our operating framework and balance sheet flexibility to continue our investments in product innovation, go-to-market and strategic acquisitions."

      Financial Highlights for Fiscal 2019 with Year Over Year Comparisons

      Summary of Annual Results








      (in millions except per share data)

      FY19

      FY18

      $ Change

      % Change
      (Y/Y)


      FY19 in
      CC*

      % Change
      in CC*

      Revenues:








      Cloud services and subscriptions

      $907.8


      $829.0


      $78.8


      9.5

      %


      $918.6


      10.8

      %

      Customer support

      1,247.9


      1,232.5


      15.4


      1.3

      %


      1,271.1


      3.1

      %

      Total annual recurring revenues**

      $2,155.7


      $2,061.5


      $94.3


      4.6

      %


      $2,189.7


      6.2

      %

      License

      428.1


      437.5


      (9.4)


      (2.2)

      %


      439.3


      0.4

      %

      Professional service and other

      284.9


      316.3


      (31.3)


      (9.9)

      %


      293.0


      (7.4)

      %

      Total revenues

      $2,868.8


      $2,815.2


      $53.5


      1.9

      %


      $2,922.0


      3.8

      %

      GAAP-based operating income

      $567.0


      $506.7


      $60.3


      11.9

      %


      N/A

      N/A

      Non-GAAP-based operating income (1)

      $1,002.7


      $933.5


      $69.2


      7.4

      %


      $1,013.4


      8.6

      %

      GAAP-based EPS, diluted

      $1.06


      $0.91


      $0.15


      16.5

      %


      N/A

      N/A

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

      $2.76


      $2.56


      $0.20


      7.8

      %


      $2.79


      9.0

      %

      GAAP-based net income attributable to OpenText

      $285.5


      $242.2


      $43.3


      17.9

      %


      N/A

      N/A

      Adjusted EBITDA (1)

      $1,100.3


      $1,020.4


      $79.9


      7.8

      %


      $1,111.8


      9.0

      %

      Operating cash flows

      $876.3


      $708.1


      $168.2


      23.8

      %


      N/A

      N/A

      Summary of Quarterly Results








      (in millions except per share data)

      Q4 FY19

      Q4 FY18

      $ Change

      % Change
      (Y/Y)


      Q4 FY19
      in CC*

      % Change
      in CC*

      Revenues:








      Cloud services and subscriptions

      $241.9


      $217.9


      $24.0


      11.0

      %


      $246.5


      13.1

      %

      Customer support

      315.2


      316.8


      (1.5)


      (0.5)

      %


      325.4


      2.7

      %

      Total annual recurring revenues**

      $557.1


      $534.6


      $22.5


      4.2

      %


      $572.0


      7.0

      %

      License

      119.7


      139.9


      (20.2)


      (14.4)

      %


      124.1


      (11.3)

      %

      Professional service and other

      70.4


      79.7


      (9.3)


      (11.7)

      %


      73.2


      (8.1)

      %

      Total revenues

      $747.2


      $754.3


      ($7.0)


      (0.9)

      %


      $769.3


      2.0

      %

      GAAP-based operating income

      $158.0


      $149.4


      $8.6


      5.8

      %


      N/A

      N/A

      Non-GAAP-based operating income (1)

      $259.0


      $259.1


      ($0.1)


      —

      %


      $266.9


      3.0

      %

      GAAP-based EPS, diluted

      $0.27


      $0.23


      $0.04


      17.4

      %


      N/A

      N/A

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

      $0.72


      $0.72


      $—


      —

      %


      $0.74


      2.8

      %

      GAAP-based net income attributable to OpenText

      $72.0


      $61.7


      $10.3


      16.6

      %


      N/A

      N/A

      Adjusted EBITDA (1)

      $283.9


      $281.8


      $2.1


      0.8

      %


      $292.2


      3.6

      %

      Operating cash flows

      $229.8


      $204.1


      $25.7


      12.6

      %


      N/A

      N/A



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

      (2) Please also see note 14 to the Company's Fiscal 2018 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.

      Dividend Program

      As part of our quarterly, non-cumulative cash dividend program, the Board declared on July 31, 2019 a cash dividend of $0.1746 per common share. The record date for this dividend is August 30, 2019 and the payment date is September 20, 2019. 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.

      OpenText Quarterly Business Highlights

      • 26 customer transactions over $1 million, 13 in the OpenText Cloud and 13 off-cloud
      • Financial, Consumer Goods, Services, Technology and Public Sector industries saw the most demand in cloud and license
      • Key customer wins in the quarter included: BMW Group, Core-Mark Holding Company, Inc., Creative Foam Corporation, Credito Emiliano SpA, Lanxess Deutschland GmbH, Phillips Lytle LLP, Premier Healthcare Solutions, Inc. and Vertican Technologies, Inc.  
      • OpenText hosts largest Enterprise Information Management conference, OpenText Enterprise World, in Toronto
      • OpenText announces the next generation Enterprise Information Management Cloud at Enterprise World
      • OpenText announces strategic partnership with Google Cloud
      • OpenText and Mastercard Partner to Transform Financial Processes Across Global Supply Chains
      • OpenText named a Customer Communications Management leader in 2019 Aspire CCM leaderboard
      • OpenText AppWorks named a leader in Digital Process Automation for Deep Deployments
      • New OpenText Content Management Services to be delivered through SAP® Cloud Platform
      • OpenText releases new Cloud and Hybrid offerings for SAP® solutions
      • OpenText receives 2019 SAP® Pinnacle Award as the SAP Solution Extension Partner of the Year

      Summary of Annual Results






      FY19

      FY18

      % Change


      Revenue (million)

      $2,868.8


      $2,815.2


      1.9

      %


      GAAP-based gross margin

      67.6

      %

      66.2

      %

      140


      bps

      GAAP-based EPS, diluted

      $1.06


      $0.91


      16.5

      %


      Non-GAAP-based gross margin (1)

      74.1

      %

      73.0

      %

      110


      bps

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

      $2.76


      $2.56


      7.8

      %


      Summary of Quarterly Results









      Q4 FY19

      Q3 FY19

      Q4 FY18

      % Change
      (Q4 FY19 vs
      Q3 FY19)


      % Change
      (Q4 FY19 vs
      Q4 FY18)


      Revenue (million)

      $747.2


      $719.1


      $754.3


      3.9

      %


      (0.9)

      %


      GAAP-based gross margin

      68.3

      %

      66.7

      %

      67.5

      %

      160


      bps

      80


      bps

      GAAP-based EPS, diluted

      $0.27


      $0.27


      $0.23


      —

      %


      17.4

      %


      Non-GAAP-based gross margin (1)

      74.2

      %

      73.0

      %

      74.0

      %

      120


      bps

      20


      bps

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

      $0.72


      $0.64


      $0.72


      12.5

      %


      —

      %



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

      (2) Please also see note 14 to the Company's Fiscal 2018 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.

      OpenText Capital Markets Day 2019

      Institutional investors and equity research analysts are invited to attend OpenText's 2019 Capital Markets Day on Friday, September 6, 2019 at the Lotte New York Palace hotel in New York, NY. This event will include an annual strategic update with formal presentations by the OpenText executive team. To register, please contact [email protected].  Presentation material as well as listen-only teleconference and webcast details will be publicly available on the Investor Relations website at: http://investors.opentext.com/investor-events-and-presentations.

      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 1, 2019 at 7:00 p.m. ET through 11:59 p.m. on August 15, 2019 and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 3382 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.  Additionally, "off-cloud" is a term we use to describe license transactions.

      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, 2020 (Fiscal 2020) on growth, anticipated benefits of our partnerships and next generation product lines, the strength of our operating framework and balance sheet flexibility, continued investments in product innovation, go-to-market and strategic acquisitions, M&A continuing to be our leading growth contributor, our capital allocation strategy, creating value through investments in broader Enterprise Information Management (EIM) capabilities, 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, the focus on recurring revenues, improving operational 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, declaration of quarterly dividends, future tax rates, new platform and product offerings, scaling OpenText to new levels in Fiscal 2020 and beyond, 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 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.

      OTEX-F

      For more information, please contact:
      Harry E. Blount
      Senior Vice President, Global Head of Investor Relations
      Open Text Corporation
      415-963-0825
      [email protected]

      Copyright ©2019 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, 2019


      June 30, 2018

      ASSETS




      Cash and cash equivalents

      $

      941,009



      $

      682,942


      Accounts receivable trade, net of allowance for doubtful accounts of $17,011 as of June 30, 2019 and $9,741 as of June 30, 2018

      463,785



      487,956


      Contract assets

      20,956



      —


      Income taxes recoverable

      38,340



      55,623


      Prepaid expenses and other current assets

      97,238



      101,059


      Total current assets

      1,561,328



      1,327,580


      Property and equipment

      249,453



      264,205


      Long-term contract assets

      15,386



      —


      Goodwill

      3,769,908



      3,580,129


      Acquired intangible assets

      1,146,504



      1,296,637


      Deferred tax assets

      1,004,450



      1,122,729


      Other assets

      148,977



      111,267


      Deferred charges

      —



      38,000


      Long-term income taxes recoverable

      37,969



      24,482


      Total assets

      $

      7,933,975



      $

      7,765,029


      LIABILITIES AND SHAREHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued liabilities

      $

      329,903



      $

      302,154


      Current portion of long-term debt

      10,000



      10,000


      Deferred revenues

      641,656



      644,211


      Income taxes payable

      33,158



      38,234


      Total current liabilities

      1,014,717



      994,599


      Long-term liabilities:




      Accrued liabilities

      49,441



      52,827


      Deferred credits

      —



      2,727


      Pension liability

      75,239



      65,719


      Long-term debt

      2,604,878



      2,610,523


      Deferred revenues

      46,974



      69,197


      Long-term income taxes payable

      202,184



      172,241


      Deferred tax liabilities

      55,872



      79,938


      Total long-term liabilities

      3,034,588



      3,053,172


      Shareholders' equity:




      Share capital and additional paid-in capital




      269,834,442 and 267,651,084 Common Shares issued and outstanding at June 30, 2019 and June 30, 2018, respectively; authorized Common Shares: unlimited

      1,774,214



      1,707,073


      Accumulated other comprehensive income

      24,124



      33,645


      Retained earnings

      2,113,883



      1,994,235


      Treasury stock, at cost (802,871 shares at June 30, 2019 and 690,336 shares at June 30, 2018, respectively)

      (28,766)



      (18,732)


      Total OpenText shareholders' equity

      3,883,455



      3,716,221


      Non-controlling interests

      1,215



      1,037


      Total shareholders' equity

      3,884,670



      3,717,258


      Total liabilities and shareholders' equity

      $

      7,933,975



      $

      7,765,029


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF INCOME

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




      Year Ended June 30,



      2019


      2018


      2017

      Revenues:







      License


      $

      428,092



      $

      437,512



      $

      369,144


      Cloud services and subscriptions


      907,812



      828,968



      705,495


      Customer support


      1,247,915



      1,232,504



      981,102


      Professional service and other


      284,936



      316,257



      235,316


      Total revenues


      2,868,755



      2,815,241



      2,291,057


      Cost of revenues:







      License


      14,347



      13,693



      13,632


      Cloud services and subscriptions


      383,993



      364,160



      299,850


      Customer support


      124,343



      133,889



      122,565


      Professional service and other


      224,635



      253,389



      194,954


      Amortization of acquired technology-based intangible assets


      183,385



      185,868



      130,556


      Total cost of revenues


      930,703



      950,999



      761,557


      Gross profit


      1,938,052



      1,864,242



      1,529,500


      Operating expenses:







      Research and development


      321,836



      322,909



      281,215


      Sales and marketing


      518,035



      529,141



      444,454


      General and administrative


      207,909



      205,227



      170,353


      Depreciation


      97,716



      86,943



      64,318


      Amortization of acquired customer-based intangible assets


      189,827



      184,118



      150,842


      Special charges


      35,719



      29,211



      63,618


      Total operating expenses


      1,371,042



      1,357,549



      1,174,800


      Income from operations


      567,010



      506,693



      354,700


      Other income (expense), net


      10,156



      17,973



      15,743


      Interest and other related expense, net


      (136,592)



      (138,540)



      (120,892)


      Income before income taxes


      440,574



      386,126



      249,551


      Provision for (recovery of) income taxes


      154,937



      143,826



      (776,364)


      Net income for the period


      $

      285,637



      $

      242,300



      $

      1,025,915


      Net (income) loss attributable to non-controlling interests


      (136)



      (76)



      (256)


      Net income attributable to OpenText


      $

      285,501



      $

      242,224



      $

      1,025,659


      Earnings per share—basic attributable to OpenText


      $

      1.06



      $

      0.91



      $

      4.04


      Earnings per share—diluted attributable to OpenText


      $

      1.06



      $

      0.91



      $

      4.01


      Weighted average number of Common Shares outstanding—basic


      268,784



      266,085



      253,879


      Weighted average number of Common Shares outstanding—diluted


      269,908



      267,492



      255,805


      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,


      2019


      2018

      Revenues:




      License

      $

      119,728



      $

      139,924


      Cloud services and subscriptions

      241,889



      217,892


      Customer support

      315,248



      316,751


      Professional service and other

      70,356



      79,703


      Total revenues

      747,221



      754,270


      Cost of revenues:




      License

      4,128



      3,048


      Cloud services and subscriptions

      103,719



      95,346


      Customer support

      30,761



      34,232


      Professional service and other

      55,183



      64,896


      Amortization of acquired technology-based intangible assets

      42,946



      47,477


      Total cost of revenues

      236,737



      244,999


      Gross profit

      510,484



      509,271


      Operating expenses:




      Research and development

      83,708



      81,816


      Sales and marketing

      139,416



      147,499


      General and administrative

      52,954



      52,577


      Depreciation

      25,000



      22,901


      Amortization of acquired customer-based intangible assets

      49,200



      47,299


      Special charges

      2,232



      7,821


      Total operating expenses

      352,510



      359,913


      Income from operations

      157,974



      149,358


      Other income (expense), net

      3,191



      (8,938)


      Interest and other related expense, net

      (32,841)



      (35,345)


      Income before income taxes

      128,324



      105,075


      Provision for (recovery of) income taxes

      56,309



      43,182


      Net income for the period

      $

      72,015



      $

      61,893


      Net (income) loss attributable to non-controlling interests

      (32)



      (170)


      Net income attributable to OpenText

      $

      71,983



      $

      61,723


      Earnings per share—basic attributable to OpenText

      $

      0.27



      $

      0.23


      Earnings per share—diluted attributable to OpenText

      $

      0.27



      $

      0.23


      Weighted average number of Common Shares outstanding—basic

      269,446



      267,489


      Weighted average number of Common Shares outstanding—diluted

      270,652



      268,628


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

      (In thousands of U.S. dollars)



      Year Ended June 30,


      2019


      2018



      Net income for the period

      $

      285,637



      $

      242,300



      $

      1,025,915


      Other comprehensive income (loss)—net of tax:






      Net foreign currency translation adjustments

      (3,882)



      (9,582)



      (4,756)


      Unrealized gain (loss) on cash flow hedges:






      Unrealized gain (loss) - net of tax expense (recovery) effect of $6, ($171) and $34 for the year ended June 30, 2019, 2018 and 2017, respectively

      16



      (476)



      95


      (Gain) loss reclassified into net income - net of tax (expense) recovery effect of $539, ($489) and $67 for the year ended June 30, 2019, 2018 and 2017, respectively

      1,494



      (1,357)



      186


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






      Actuarial gain (loss) - net of tax expense (recovery) effect of ($2,004), ($1,846) and $840 for the year ended June 30, 2019, 2018 and 2017, respectively

      (7,421)



      (3,383)



      6,216


      Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $292, $183 and $241 for the year ended June 30, 2019, 2018 and 2017, respectively

      272



      260



      565


      Unrealized net gain (loss) on marketable securities - net of tax effect of nil for the year ended June 30, 2019, 2018 and 2017 respectively

      —



      —



      184


      Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2019, 2018 and 2017 respectively

      —



      (617)



      —


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

      (9,521)



      (15,155)



      2,490


      Total comprehensive income

      276,116



      227,145



      1,028,405


      Comprehensive (income) loss attributable to non-controlling interests

      (136)



      (76)



      (256)


      Total comprehensive income attributable to OpenText

      $

      275,980



      $

      227,069



      $

      1,028,149


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

      (In thousands of U.S. dollars and shares)



      Common Shares and
      Additional Paid in Capital


      Treasury Stock


      Retained
      Earnings


      Accumulated
      Other
      Comprehensive
      Income


      Non-
      Controlling
      Interests


      Total


      Shares


      Amount


      Shares


      Amount


      Balance as of June 30, 2016

      242,810



      $

      965,068



      (1,268)



      $

      (25,268)



      $

      992,546



      $

      46,310



      $

      541



      $

      1,979,197


      Issuance of Common Shares
















      Under employee stock option plans

      1,012



      20,732



      —



      —



      —



      —



      —



      20,732


      Under employee stock purchase plans

      427



      11,604



      —



      —



      —



      —



      —



      11,604


      Under the public Equity Offering

      19,811



      604,223



      —



      —



      —



      —



      —



      604,223


      Income tax effect related to public Equity offering

      —



      5,077



      —



      —



      —



      —



      —



      5,077


      Equity issuance costs

      —



      (19,574)



      —



      —



      —



      —



      —



      (19,574)


      Share-based compensation

      —



      30,507



      —



      —



      —



      —



      —



      30,507


      Income tax effect related to share-based compensation

      —



      1,534



      —



      —



      —



      —



      —



      1,534


      Purchase of treasury stock

      —



      —



      (244)



      (8,198)



      —



      —



      —



      (8,198)


      Issuance of treasury stock

      —



      (5,946)



      410



      5,946



      —



      —



      —



      —


      Dividends declared

      ($0.4770 per Common Share)

      —



      —



      —



      —



      (120,581)



      —



      —



      (120,581)


      Other comprehensive income - net

      —



      —



      —



      —



      —



      2,490



      —



      2,490


      Non-controlling interest

      —



      229



      —



      —



      —



      —



      164



      393


      Net income for the year

      —



      —



      —



      —



      1,025,659



      —



      256



      1,025,915


      Balance as of June 30, 2017

      264,060



      $

      1,613,454



      (1,102)



      $

      (27,520)



      $

      1,897,624



      $

      48,800



      $

      961



      $

      3,533,319


      Issuance of Common Shares
















      Under employee stock option plans

      2,870



      54,355



      —



      —



      —



      —



      —



      54,355


      Under employee stock purchase plans

      721



      20,458



      —



      —



      —



      —



      —



      20,458


      Share-based compensation

      —



      27,594



      —



      —



      —



      —



      —



      27,594


      Issuance of treasury stock

      —



      (8,788)



      411



      8,788



      —



      —



      —



      —


      Dividends declared

      ($0.5478 per Common Share)

      —



      —



      —



      —



      (145,613)



      —



      —



      (145,613)


      Other comprehensive income - net

      —



      —



      —



      —



      —



      (15,155)



      —



      (15,155)


      Net income for the year

      —



      —



      —



      —



      242,224



      —



      76



      242,300


      Balance as of June 30, 2018

      267,651



      $

      1,707,073



      (691)



      $

      (18,732)



      $

      1,994,235



      $

      33,645



      $

      1,037



      $

      3,717,258


      Issuance of Common Shares
















      Under employee stock option plans

      1,472



      35,626



      —



      —



      —



      —



      —



      35,626


      Under employee stock purchase plans

      711



      21,835



      —



      —



      —



      —



      —



      21,835


      Share-based compensation

      —



      26,770



      —



      —



      —



      —



      —



      26,770


      Purchase of treasury stock

      —



      —



      (726)



      (26,499)



      —



      —



      —



      (26,499)


      Issuance of treasury stock

      —



      (16,465)



      614



      16,465



      —



      —



      —



      —


      Dividends declared

      ($0.6300 per Common Share)

      —



      —



      —



      —



      (168,859)



      —



      —



      (168,859)


      Cumulative effect of ASU 2016-16

      —



      —



      —



      —



      (26,780)



      —



      —



      (26,780)


      Cumulative effect of Topic 606

      —



      —



      —



      —



      29,786



      —



      —



      29,786


      Other comprehensive income - net

      —



      —



      —



      —



      —



      (9,521)



      —



      (9,521)


      Non-controlling interest

      —



      (625)



      —



      —



      —



      —



      42



      (583)


      Net income for the year

      —



      —



      —



      —



      285,501



      —



      136



      285,637


      Balance as of June 30, 2019

      269,834



      $

      1,774,214



      (803)



      $

      (28,766)



      $

      2,113,883



      $

      24,124



      $

      1,215



      $

      3,884,670


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)



      Year Ended June 30,


      2019


      2018


      2017

      Cash flows from operating activities:






      Net income for the period

      $

      285,637



      $

      242,300



      $

      1,025,915


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






      Depreciation and amortization of intangible assets

      470,928



      456,929



      345,715


      Share-based compensation expense

      26,770



      27,594



      30,507


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

      —



      —



      (1,534)


      Pension expense

      4,624



      3,738



      3,893


      Amortization of debt issuance costs

      4,330



      4,646



      5,014


      Amortization of deferred charges and credits

      —



      4,242



      6,298


      Loss on sale and write down of property and equipment

      9,438



      2,234



      784


      Release of unrealized gain on marketable securities to income

      —



      (841)



      —


      Deferred taxes

      47,425



      89,736



      (871,195)


      Share in net (income) loss of equity investees

      (13,668)



      (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

      75,508



      (22,566)



      (126,784)


      Contract assets

      (37,623)



      —



      —


      Prepaid expenses and other current assets

      (819)



      (7,274)



      (7,766)


      Income taxes and deferred charges and credits

      27,291



      (31,323)



      (1,683)


      Accounts payable and accrued liabilities

      (21,732)



      (91,650)



      53,490


      Deferred revenue

      (1,827)



      35,629



      3,484


      Other assets

      (4)



      497



      (21,699)


      Net cash provided by operating activities

      876,278



      708,081



      440,353


      Cash flows from investing activities:






      Additions of property and equipment

      (63,837)



      (105,318)



      (79,592)


      Proceeds from maturity of short-term investments

      —



      —



      9,212


      Purchase of Catalyst Repository Systems Inc.

      (70,800)



      —



      —


      Purchase of Liaison Technologies

      (310,644)



      —



      —


      Purchase of Hightail Inc.

      —



      (20,535)



      —


      Purchase of Guidance Software,  net of cash acquired

      (2,279)



      (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)


      Other investing activities

      (16,966)



      (18,034)



      (5,937)


      Net cash used in investing activities

      (464,526)



      (444,441)



      (2,190,964)


      Cash flows from financing activities:






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

      —



      —



      1,534


      Proceeds from issuance of long-term debt and revolver

      —



      1,200,000



      481,875


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

      57,889



      75,935



      35,593


      Proceeds from issuance of Common shares under public Equity Offering

      —



      —



      604,223


      Repayment of long-term debt and revolver

      (10,000)



      (1,149,620)



      (57,880)


      Debt issuance costs

      (322)



      (4,375)



      (7,240)


      Equity issuance costs

      —



      —



      (19,574)


      Purchase of treasury stock

      (26,499)



      —



      (8,198)


      Purchase of non-controlling interest

      (583)



      —



      (208)


      Payments of dividends to shareholders

      (168,859)



      (145,613)



      (120,581)


      Net cash provided by (used in) financing activities

      (148,374)



      (23,673)



      909,544


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

      (3,826)



      (2,186)



      1,767


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

      259,552



      237,781



      (839,300)


      Cash and cash equivalents at beginning of the period

      683,991



      446,210



      1,285,510


      Cash and cash equivalents at end of the period

      $

      943,543



      $

      683,991



      $

      446,210








      Reconciliation of cash, cash equivalents and restricted cash:

      June 30, 2019


      June 30, 2018


      June 30, 2017

      Cash and cash equivalents

      $

      941,009



      $

      682,942



      $

      443,357


      Restricted cash included in Other assets

      2,534



      1,049



      2,853


      Total cash, cash equivalents and restricted cash

      $

      943,543



      $

      683,991



      $

      446,210


      OPEN TEXT CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)

      (unaudited)



      Three Months Ended June 30,


      2019


      2018

      Cash flows from operating activities:




      Net income for the period

      $

      72,015



      $

      61,893


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




      Depreciation and amortization of intangible assets

      117,146



      117,677


      Share-based compensation expense

      6,618



      7,121


      Pension expense

      1,212



      904


      Amortization of debt issuance costs

      1,096



      811


      Amortization of deferred charges and credits

      —



      1,067


      Write off of unamortized debt issuance costs

      —



      155


      Loss on sale and write down of property and equipment

      —



      1,745


      Deferred taxes

      36,118



      27,096


      Share in net (income) loss of equity investees

      (3,016)



      (6,468)


      Changes in operating assets and liabilities:




      Accounts receivable

      22,731



      33,132


      Contract assets

      (8,751)



      —


      Prepaid expenses and other current assets

      (324)



      3,261


      Income taxes and deferred charges and credits

      6,285



      (9,255)


      Accounts payable and accrued liabilities

      8,912



      628


      Deferred revenue

      (25,961)



      (39,075)


      Other assets

      (4,304)



      3,368


      Net cash provided by operating activities

      229,777



      204,060


      Cash flows from investing activities:




      Additions of property and equipment

      (13,405)



      (22,280)


      Purchase of Hightail Inc.

      —



      (69)


      Other investing activities

      (8,762)



      (6,855)


      Net cash used in investing activities

      (22,167)



      (29,204)


      Cash flows from financing activities:




      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

      15,792



      9,871


      Repayment of long-term debt and revolver

      (2,500)



      (1,043,800)


      Debt issuance costs

      —



      (4,375)


      Payments of dividends to shareholders

      (46,958)



      (40,617)


      Net cash provided by (used in) financing activities

      (33,666)



      (78,921)


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

      83



      (19,889)


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

      174,027



      76,046


      Cash, cash equivalents and restricted cash at beginning of the period

      769,516



      607,945


      Cash, cash equivalents and restricted cash at end of the period

      $

      943,543



      $

      683,991






      Reconciliation of cash, cash equivalents and restricted cash:

      June 30, 2019


      June 30, 2018

      Cash and cash equivalents

      941,009



      682,942


      Restricted cash included in Other assets

      2,534



      1,049


      Total Cash, cash equivalents and restricted cash

      $

      943,543



      $

      683,991


      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 consistently 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.




      Adjusted earnings (loss) before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently 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, primarily due to acquisitions, 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. Results for reporting periods commencing July 1, 2018 are presented under the new Topic 606 revenue standard, while prior period results continue to be reported under the previous standard. For more details relating to our adoption of Topic 606 please see Note 1 "Basis of Presentation" and Note 3 "Revenues" to our Consolidated Financial Statements on Form 10-K.

      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
      for the three months ended June 30, 2019.
      (In thousands except for per share amounts)


      Three Months Ended June 30, 2019


      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

      $

      103,719



      $

      (75)


      (1)

      $

      103,644



      Customer support

      30,761



      (361)


      (1)

      30,400



      Professional service and other

      55,183



      (434)


      (1)

      54,749



      Amortization of acquired technology-based intangible assets

      42,946



      (42,946)


      (2)

      —



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

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

      510,484


      68.3

      %

      43,816


      (3)

      554,300


      74.2

      %

      Operating expenses







      Research and development

      83,708



      (1,323)


      (1)

      82,385



      Sales and marketing

      139,416



      (2,006)


      (1)

      137,410



      General and administrative

      52,954



      (2,419)


      (1)

      50,535



      Amortization of acquired customer-based intangible assets

      49,200



      (49,200)


      (2)

      —



      Special charges (recoveries)

      2,232



      (2,232)


      (4)

      —



      GAAP-based income from operations / Non-GAAP-based income from operations

      157,974



      100,996


      (5)

      258,970



      Other income (expense), net

      3,191



      (3,191)


      (6)

      —



      Provision for (recovery of) income taxes

      56,309



      (24,651)


      (7)

      31,658



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

      71,983



      122,456


      (8)

      194,439



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

      $

      0.27



      $

      0.45


      (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.

      (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 44% 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 that occurred in Fiscal 2017 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.

      (8)

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


      Three Months Ended June 30, 2019



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      71,983


      $

      0.27


      Add:



      Amortization

      92,146


      0.34


      Share-based compensation

      6,618


      0.02


      Special charges (recoveries)

      2,232


      0.01


      Other (income) expense, net

      (3,191)


      (0.01)


      GAAP-based provision for (recovery of) income taxes

      56,309


      0.21


      Non-GAAP-based provision for income taxes

      (31,658)


      (0.12)


      Non-GAAP-based net income, attributable to OpenText

      $

      194,439


      $

      0.72


      Reconciliation of Adjusted EBITDA



      Three Months Ended June 30, 2019

      GAAP-based net income, attributable to OpenText

      $

      71,983


      Add:


      Provision for (recovery of) income taxes

      56,309


      Interest and other related expense, net

      32,841


      Amortization of acquired technology-based intangible assets

      42,946


      Amortization of acquired customer-based intangible assets

      49,200


      Depreciation

      25,000


      Share-based compensation

      6,618


      Special charges (recoveries)

      2,232


      Other (income) expense, net

      (3,191)


      Adjusted EBITDA

      $

      283,938


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
      for the year ended June 30, 2019.
      (In thousands except for per share amounts)


      Year Ended June 30, 2019


      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

      $

      383,993



      $

      (948)


      (1)

      $

      383,045



      Customer support

      124,343



      (1,242)


      (1)

      123,101



      Professional service and other

      224,635



      (1,764)


      (1)

      222,871



      Amortization of acquired technology-based intangible assets

      183,385



      (183,385)


      (2)

      —



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

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

      1,938,052


      67.6

      %

      187,339


      (3)

      2,125,391


      74.1

      %

      Operating expenses







      Research and development

      321,836



      (4,991)


      (1)

      316,845



      Sales and marketing

      518,035



      (7,880)


      (1)

      510,155



      General and administrative

      207,909



      (9,945)


      (1)

      197,964



      Amortization of acquired customer-based intangible assets

      189,827



      (189,827)


      (2)

      —



      Special charges (recoveries)

      35,719



      (35,719)


      (4)

      —



      GAAP-based income from operations / Non-GAAP-based income from operations

      567,010



      435,701


      (5)

      1,002,711



      Other income (expense), net

      10,156



      (10,156)


      (6)

      —



      Provision for (recovery of) income taxes

      154,937



      (33,680)


      (7)

      121,257



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

      285,501



      459,225


      (8)

      744,726



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

      $

      1.06



      $

      1.70


      (8)

      $

      2.76




      (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.

      (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 35% 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 that occurred in Fiscal 2017 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.

      (8)

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


      Year Ended June 30, 2019



      Per share diluted 

      GAAP-based net income, attributable to OpenText

      $

      285,501


      $

      1.06


      Add:



      Amortization

      373,212


      1.38


      Share-based compensation

      26,770


      0.10


      Special charges (recoveries)

      35,719


      0.13


      Other (income) expense, net

      (10,156)


      (0.04)


      GAAP-based provision for (recovery of) income taxes

      154,937


      0.57


      Non-GAAP based provision for income taxes

      (121,257)


      (0.44)


      Non-GAAP-based net income, attributable to OpenText

      $

      744,726


      $

      2.76


      Reconciliation of Adjusted EBITDA



      Year Ended June 30, 2019

      GAAP-based net income, attributable to OpenText

      $

      285,501


      Add:


      Provision for (recovery of) income taxes

      154,937


      Interest and other related expense, net

      136,592


      Amortization of acquired technology-based intangible assets

      183,385


      Amortization of acquired customer-based intangible assets

      189,827


      Depreciation

      97,716


      Share-based compensation

      26,770


      Special charges (recoveries)

      35,719


      Other (income) expense, net

      (10,156)


      Adjusted EBITDA

      $

      1,100,291


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
      for the three months ended March 31, 2019.
      (In thousands except for per share amounts)


      Three Months Ended March 31, 2019


      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

      $

      103,873



      $

      (291)


      (1)

      $

      103,582



      Customer support

      31,844



      (310)


      (1)

      31,534



      Professional service and other

      56,626



      (448)


      (1)

      56,178



      Amortization of acquired technology-based intangible assets

      44,596



      (44,596)


      (2)

      —



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

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

      479,515


      66.7

      %

      45,645


      (3)

      525,160


      73.0

      %

      Operating expenses







      Research and development

      84,905



      (1,315)


      (1)

      83,590



      Sales and marketing

      132,244



      (2,458)


      (1)

      129,786



      General and administrative

      51,833



      (1,890)


      (1)

      49,943



      Amortization of acquired customer-based intangible assets

      48,832



      (48,832)


      (2)

      —



      Special charges (recoveries)

      796



      (796)


      (4)

      —



      GAAP-based income from operations / Non-GAAP-based income from operations

      135,877



      100,936


      (5)

      236,813



      Other income (expense), net

      5,065



      (5,065)


      (6)

      —



      Provision for (recovery of) income taxes

      32,542



      (4,373)


      (7)

      28,169



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

      72,762



      100,244


      (8)

      173,006



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

      $

      0.27



      $

      0.37


      (8)

      $

      0.64




      (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.

      (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 31% 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 that occurred in Fiscal 2017 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.

      (8)

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


      Three Months Ended March 31, 2019



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      72,762


      $

      0.27


      Add:



      Amortization

      93,428


      0.35


      Share-based compensation

      6,712


      0.02


      Special charges (recoveries)

      796


      —


      Other (income) expense, net

      (5,065)


      (0.02)


      GAAP-based provision for (recovery of) income taxes

      32,542


      0.12


      Non-GAAP-based provision for income taxes

      (28,169)


      (0.10)


      Non-GAAP-based net income, attributable to OpenText

      $

      173,006


      $

      0.64


      Reconciliation of Adjusted EBITDA



      Three Months Ended March 31, 2019

      GAAP-based net income, attributable to OpenText

      $

      72,762


      Add:


      Provision for (recovery of) income taxes

      32,542


      Interest and other related expense, net

      35,607


      Amortization of acquired technology-based intangible assets

      44,596


      Amortization of acquired customer-based intangible assets

      48,832


      Depreciation

      25,028


      Share-based compensation

      6,712


      Special charges (recoveries)

      796


      Other (income) expense, net

      (5,065)


      Adjusted EBITDA

      $

      261,810


      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

      $

      95,346



      $

      (310)


      (1)

      $

      95,036



      Customer support

      34,232



      (300)


      (1)

      33,932



      Professional service and other

      64,896



      (516)


      (1)

      64,380



      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 (%)

      509,271


      67.5

      %

      48,603


      (3)

      557,874


      74.0

      %

      Operating expenses







      Research and development

      81,816



      (1,453)


      (1)

      80,363



      Sales and marketing

      147,499



      (2,552)


      (1)

      144,947



      General and administrative

      52,577



      (1,990)


      (1)

      50,587



      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 / Non-GAAP-based income from operations

      149,358



      109,718


      (5)

      259,076



      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.

      (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 that occurred in Fiscal 2017 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 U.S. 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

      35,345


      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

      $

      281,807


      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

      $

      364,160



      $

      (1,429)


      (1)

      $

      362,731



      Customer support

      133,889



      (1,233)


      (1)

      132,656



      Professional service and other

      253,389



      (1,838)


      (1)

      251,551



      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 (%)

      1,864,242


      66.2

      %

      190,368


      (3)

      2,054,610


      73.0

      %

      Operating expenses







      Research and development

      322,909



      (5,659)


      (1)

      317,250



      Sales and marketing

      529,141



      (9,231)


      (1)

      519,910



      General and administrative

      205,227



      (8,204)


      (1)

      197,023



      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 / Non-GAAP-based income from operations

      506,693



      426,791


      (5)

      933,484



      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 that occurred in Fiscal 2017 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

      138,540


      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

      $

      1,020,351



      (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, 2019 and 2018:


      Three Months Ended June 30, 2019


      Three Months Ended June 30, 2018

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      24

      %

      15

      %


      23

      %

      15

      %

      GBP

      6

      %

      6

      %


      6

      %

      6

      %

      CAD

      3

      %

      9

      %


      4

      %

      10

      %

      USD

      58

      %

      53

      %


      58

      %

      52

      %

      Other

      9

      %

      17

      %


      9

      %

      17

      %

      Total

      100

      %

      100

      %


      100

      %

      100

      %






      Year Ended June 30, 2019


      Year Ended June 30, 2018

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      24

      %

      15

      %


      22

      %

      15

      %

      GBP

      6

      %

      6

      %


      6

      %

      6

      %

      CAD

      4

      %

      10

      %


      4

      %

      11

      %

      USD

      58

      %

      51

      %


      58

      %

      51

      %

      Other

      8

      %

      18

      %


      10

      %

      17

      %

      Total

      100

      %

      100

      %


      100

      %

      100

      %


      *Expenses include all cost of revenues and operating expenses included within the Condensed 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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