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      OpenText Reports Third Quarter Fiscal Year 2020 Financial Results

      OpenText logo (PRNewsfoto/Open Text Corporation) (PRNewsfoto/Open Text Corporation)

      News provided by

      Open Text Corporation

      Apr 30, 2020, 16:01 ET

      Share this article

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      Record Cloud, Annual Recurring Revenues (ARR) and Operating Cash Flows

      WATERLOO, Ontario, April 30, 2020 /CNW/ --

      Third Quarter Highlights

      Total Revenues

      (in millions)


      Annual Recurring Revenues

      (in millions)


      Cloud Revenues

      (in millions)

      Reported

      Constant
      Currency


      Reported

      Constant
      Currency


      Reported

      Constant
      Currency

      $814.7

      $820.4


      $662.3

      $666.3


      $339.5

      $340.6

      +13.3%

      +14.1%


      +20.6%

      +21.3%


      +42.3%

      +42.8%

      Annual Recurring Revenues represents 81% of Total Revenues

       

      • Record Operating Cash Flows of $329.6 million in the quarter, up 15.2% Y/Y and $904.1 million for the trailing twelve months
      • Declares cash dividend of $0.1746 per common share
      • GAAP net income of $26.0 million, down 64.3% Y/Y
      • Adjusted EBITDA of $259.5 million, down 0.9%, margin of 31.8%, down 460 basis points Y/Y
      • GAAP diluted EPS of $0.10, down 63.0% Y/Y
      • Non-GAAP diluted EPS of $0.61, down 4.7%, and $0.62 in constant currency, down 3.1% Y/Y
      • Announces COVID-19 restructuring plan and compensation update

      Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), "The Information Company," today announced its financial results for the third quarter ended March 31, 2020.

      "On behalf of the OpenText community, we honor the brave women and men who are serving on the front lines of this pandemic: our healthcare professionals, first responders, infrastructure experts and other essential workers who are keeping us healthy and safe," said Mark J. Barrenechea, OpenText CEO & CTO.  "OpenText's solid third quarter performance is a reflection of our business model resilience amid these challenging times.  In constant currency, total revenues in the quarter grew 14.1% year-over-year to $820.4 million, Cloud Services and Subscriptions revenues, now our largest business revenue stream, grew a record 42.8% year-over-year to $340.6 million and our Annual Recurring Revenues which represent a record 81% of total revenues, grew 21.3% year-over-year to $666.3 million. These results reflect the strength of OpenText and the mission-critical nature of our product portfolio."

      "Our investments in technology and infrastructure enabled us to serve our customers around the globe with more than 95% of our employees working from home.  I am proud of the dedication and professionalism of our employees who put customers first.  Further, OpenText's release of Cloud Editions (CE) 20.2 fully positions us as a cloud first company and provides customers with options to empower and protect the value of their information assets," said Barrenechea. "Our leadership position in Information Management has never been stronger and with the addition of cyber resilience products from the Carbonite acquisition, our customers continue to trust OpenText as they adapt to a changing business climate defined by new ways to work." 

      "OpenText delivered a solid Q3 with Adjusted EBITDA of $259.5 million and record Operating Cash Flows of $329.6 million," said OpenText EVP, CFO, Madhu Ranganathan.  "We ended the quarter with a strong balance sheet of $1.45 billion in cash and a 2.3x consolidated net leverage ratio.  Further, we have taken pre-emptive measures to manage expenses and introduced a COVID-19 restructuring plan that continues our operational rigor, while supporting key initiatives that drive our Total Growth strategy."

       Financial Highlights for Q3 Fiscal 2020 with Year Over Year Comparisons

      Summary of Quarterly Results









      (in millions except per share data)

      Q3 FY20

      Q3 FY19

      $ Change

      % Change

      (Y/Y)


      Q3 FY20

      in CC*

      % Change

      in CC*


      Revenues:









      Cloud services and subscriptions

      $339.5


      $238.6


      $100.9


      42.3

      %


      $340.6


      42.8

      %


      Customer support

      322.9


      310.8


      12.1


      3.9

      %


      325.7


      4.8

      %


      Total annual recurring revenues**

      $662.3


      $549.4


      $113.0


      20.6

      %


      $666.3


      21.3

      %


      License

      81.1


      98.7


      (17.7)


      (17.9)

      %


      81.9


      (17.0)

      %


      Professional service and other

      71.3


      71.1


      0.2


      0.3

      %


      72.1


      1.5

      %


      Total revenues

      $814.7


      $719.1


      $95.5


      13.3

      %


      $820.4


      14.1

      %


      GAAP-based operating income

      $95.1


      $135.9


      ($40.8)


      (30.0)

      %


      N/A

      N/A


      Non-GAAP-based operating income (1)

      $234.7


      $236.8


      ($2.1)


      (0.9)

      %


      $238.5


      0.7

      %


      GAAP-based EPS, diluted

      $0.10


      $0.27


      ($0.17)


      (63.0)

      %


      N/A

      N/A


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

      $0.61


      $0.64


      ($0.03)


      (4.7)

      %


      $0.62


      (3.1)

      %


      GAAP-based net income attributable to OpenText

      $26.0


      $72.8


      ($46.8)


      (64.3)

      %


      N/A

      N/A


      Adjusted EBITDA (1)

      $259.5


      $261.8


      ($2.3)


      (0.9)

      %


      $263.1


      0.5

      %


      Operating cash flows

      $329.6


      $286.0


      $43.6


      15.2

      %


      N/A

      N/A


      Summary of YTD Results

      (in millions except per share data)

      FY20 YTD

      FY19 YTD

      $ Change

      % Change

      (Y/Y)


      FY20 YTD
      in CC*

      % Change
      in CC*


      Revenues:









      Cloud services and subscriptions

      $825.1


      $665.9


      $159.1


      23.9

      %


      $830.1


      24.7

      %


      Customer support

      950.7


      932.7


      18.0


      1.9

      %


      963.5


      3.3

      %


      Total annual recurring revenues**

      $1,775.7


      $1,598.6


      $177.1


      11.1

      %


      $1,793.7


      12.2

      %


      License

      297.0


      308.4


      (11.3)


      (3.7)

      %


      301.3


      (2.3)

      %


      Professional service and other

      210.3


      214.6


      (4.2)


      (2.0)

      %


      213.7


      (0.4)

      %


      Total revenues

      $2,283.1


      $2,121.5


      $161.6


      7.6

      %


      $2,308.7


      8.8

      %


      GAAP-based operating income

      $412.3


      $409.0


      $3.3


      0.8

      %


      N/A

      N/A


      Non-GAAP-based operating income (1)

      $765.0


      $743.7


      $21.3


      2.9

      %


      $779.9


      4.9

      %


      GAAP-based EPS, diluted

      $0.77


      $0.79


      ($0.02)


      (2.5)

      %


      N/A

      N/A


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

      $2.09


      $2.04


      $0.05


      2.5

      %


      $2.14


      4.9

      %


      GAAP-based net income attributable to OpenText

      $207.8


      $213.5


      ($5.7)


      (2.7)

      %


      N/A

      N/A


      Adjusted EBITDA (1)

      $830.7


      $816.4


      $14.3


      1.8

      %


      $845.1


      3.5

      %


      Operating cash flows

      $674.3


      $646.5


      $27.8


      4.3

      %


      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.

      Balance Sheet Update

      On March 19, 2020, OpenText proactively drew down $600 million from its Revolving Credit Facility as a pre-emptive measure in order to increase our cash position and preserve financial flexibility in light of current macro-economic uncertainty. The proceeds from the Revolver were invested in money market funds primarily comprised of AAA US T-bills and are reflected in our Balance Sheet as of March 31, 2020.   In February 2020, OpenText successfully raised $1.8 billion primarily to refinance existing debt, in 8 and 10-year senior notes at historically low rates that extends our debt maturity profile, and drives interest expense savings.  

      Restructuring Plan and Compensation update

      As a result of COVID-19, OpenText is adopting a hybrid return to workplace strategy. The company will undertake a restructuring plan which will impact our global workforce and consolidate certain real estate facilities to further streamline our operations as we accelerate work from home initiatives. The cost of the restructuring is expected to be approximately $80 million to $100 million and related activities are anticipated to be completed by the end of Fiscal 2021. Once completed, OpenText anticipates annualized cost savings of approximately $65 million to $75 million.

      The Company is also taking a number of pre-emptive measures due to the impact of COVID-19, including reduced discretionary spending and temporarily reducing the salaries of its executives, senior leadership, and other employees, as well as its Board of Directors.

      Dividend Program

      As part of our quarterly, non-cumulative cash dividend program, the Board declared on April 29, 2020 a cash dividend of $0.1746 per common share. The record date for this dividend is May 29, 2020 and the payment date is June 19, 2020. OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.    

      Quarterly Business Highlights

      • Key customer wins in the quarter included General Motors, Nestle S.A., United Health Services Hospitals, Diamond Pharmacy Services, Pathos Clinical Solutions, Astra Daihatsu Motor, Continental AG, Cree Lighting, Debeka Insurance, Grinnell Mutual Reinsurance, Home Credit International, Gendarmerie Nationale (France), Medline Industries, MRS Logistica, Praxair Distribution, Rosenthal & Rosenthal, Saipem Group, Zabka Polska.
      • OpenText announces cloud agreement with Amazon Web Services
      • OpenText announces new Cloud Editions (CE) for the resilient organization
      • OpenText launches new unified cloud integration platform, OpenText Trading Grid
      • OpenText Trading Grid to integrate Dun & Bradstreet data and insights to build trust and minimize risk in supply chains
      • OpenText hosts Enterprise World Europe Digital
      • OpenText buys XMedius, provider of secure information exchange and unified communication solutions
      • OpenText EnCase wins 10th straight SC Magazine Award for Best Forensic Solution
      • OpenText announces pricing of senior unsecured fixed rate notes to refinance outstanding debt
      • OpenText establishes new US Public Sector Group
      • OpenText makes new appointments to Executive Leadership Team

      Summary of Quarterly Results









      Q3 FY20

      Q2 FY20

      Q3 FY19

      % Change

      (Q3 FY20 vs
      Q2 FY20)


      % Change

      (Q3 FY20 vs
      Q3 FY19)


      Revenue (million)

      $814.7


      $771.6


      $719.1


      5.6

      %


      13.3

      %


      GAAP-based gross margin

      65.4

      %

      69.9

      %

      66.7

      %

      (450)


      bps

      (130)


      bps

      GAAP-based EPS, diluted

      $0.10


      $0.40


      $0.27


      (75.0)

      %


      (63.0)

      %


      Non-GAAP-based gross margin (1)

      73.3

      %

      75.5

      %

      73.0

      %

      (220)


      bps

      30


      bps

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

      $0.61


      $0.84


      $0.64


      (27.4)

      %


      (4.7)

      %



      (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.

      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 April 30, 2020 at 7:00 p.m. ET through 11:59 p.m. on May 14, 2020 and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 4288 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™, enables organizations to gain insight through market leading information management solutions, on-premises or in the cloud. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit 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, the financial and operational impact of COVID-19 and associated preemptive measures and restructuring plans, 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 Information Management (IM) 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 IM market including expected growth in the Artificial Intelligence market; (vi) the Company's competitive position in the IM 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 IM 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 ©2020 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


      CONDENSED CONSOLIDATED BALANCE SHEETS

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



      March 31, 2020


      June 30, 2019

      ASSETS

      (unaudited)



      Cash and cash equivalents

      $

      1,452,570



      $

      941,009


      Accounts receivable trade, net of allowance for doubtful accounts of $18,301 as of March 31, 2020 and $17,011 as of June 30, 2019

      459,348



      463,785


      Contract assets

      27,057



      20,956


      Income taxes recoverable

      59,930



      38,340


      Prepaid expenses and other current assets

      112,073



      97,238


      Total current assets

      2,110,978



      1,561,328


      Property and equipment

      258,892



      249,453


      Operating lease right of use assets

      243,611



      —


      Long-term contract assets

      14,225



      15,386


      Goodwill

      4,678,686



      3,769,908


      Acquired intangible assets

      1,731,781



      1,146,504


      Deferred tax assets

      921,643



      1,004,450


      Other assets

      171,107



      148,977


      Long-term income taxes recoverable

      31,149



      37,969


      Total assets

      $

      10,162,072



      $

      7,933,975


      LIABILITIES AND SHAREHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued liabilities

      $

      324,890



      $

      329,903


      Current portion of long-term debt

      610,000



      10,000


      Operating lease liability

      68,871



      —


      Deferred revenues

      819,273



      641,656


      Income taxes payable

      31,711



      33,158


      Total current liabilities

      1,854,745



      1,014,717


      Long-term liabilities:




      Accrued liabilities

      14,634



      49,441


      Pension liability

      67,438



      75,239


      Long-term debt

      3,585,684



      2,604,878


      Long-term operating lease liability

      205,789



      —


      Deferred revenues

      92,341



      46,974


      Long-term income taxes payable

      184,459



      202,184


      Deferred tax liabilities

      158,805



      55,872


      Total long-term liabilities

      4,309,150



      3,034,588


      Shareholders' equity:




      Share capital and additional paid-in capital




      271,634,149 and 269,834,442 Common Shares issued and outstanding at March 31, 2020 and June 30, 2019, respectively; authorized Common Shares: unlimited

      1,839,150



      1,774,214


      Accumulated other comprehensive income

      9,466



      24,124


      Retained earnings

      2,180,339



      2,113,883


      Treasury stock, at cost (847,369 shares at March 31, 2020 and 802,871 shares at June 30, 2019, respectively)

      (32,066)



      (28,766)


      Total OpenText shareholders' equity

      3,996,889



      3,883,455


      Non-controlling interests

      1,288



      1,215


      Total shareholders' equity

      3,998,177



      3,884,670


      Total liabilities and shareholders' equity

      $

      10,162,072



      $

      7,933,975


       

      OPEN TEXT CORPORATION


      CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

      (unaudited)



      Three Months Ended March 31,


      Nine Months Ended March 31,


      2020


      2019


      2020


      2019

      Revenues:








      License

      $

      81,055



      $

      98,721



      $

      297,048



      $

      308,364


      Cloud services and subscriptions

      339,463



      238,607



      825,068



      665,923


      Customer support

      322,865



      310,762



      950,671



      932,667


      Professional service and other

      71,296



      71,056



      210,337



      214,580


      Total revenues

      814,679



      719,146



      2,283,124



      2,121,534


      Cost of revenues:








      License

      2,544



      2,692



      7,917



      10,219


      Cloud services and subscriptions

      127,565



      103,873



      333,371



      280,274


      Customer support

      32,151



      31,844



      91,326



      93,582


      Professional service and other

      56,526



      56,626



      164,468



      169,452


      Amortization of acquired technology-based intangible assets

      63,401



      44,596



      145,998



      140,439


      Total cost of revenues

      282,187



      239,631



      743,080



      693,966


      Gross profit

      532,492



      479,515



      1,540,044



      1,427,568


      Operating expenses:








      Research and development

      108,184



      84,905



      269,645



      238,128


      Sales and marketing

      166,234



      132,244



      432,162



      378,619


      General and administrative

      68,828



      51,833



      174,958



      154,955


      Depreciation

      24,820



      25,028



      65,809



      72,716


      Amortization of acquired customer-based intangible assets

      59,943



      48,832



      160,561



      140,627


      Special charges (recoveries)

      9,406



      796



      24,579



      33,487


      Total operating expenses

      437,415



      343,638



      1,127,714



      1,018,532


      Income from operations

      95,077



      135,877



      412,330



      409,036


      Other income (expense), net

      (18,923)



      5,065



      (19,736)



      6,965


      Interest and other related expense, net

      (41,263)



      (35,607)



      (105,849)



      (103,751)


      Income before income taxes

      34,891



      105,335



      286,745



      312,250


      Provision for (recovery of) income taxes

      8,891



      32,542



      78,800



      98,628


      Net income for the period

      $

      26,000



      $

      72,793



      $

      207,945



      $

      213,622


      Net (income) loss attributable to non-controlling interests

      (35)



      (31)



      (112)



      (104)


      Net income attributable to OpenText

      $

      25,965



      $

      72,762



      $

      207,833



      $

      213,518


      Earnings per share—basic attributable to OpenText

      $

      0.10



      $

      0.27



      $

      0.77



      $

      0.80


      Earnings per share—diluted attributable to OpenText

      $

      0.10



      $

      0.27



      $

      0.77



      $

      0.79


      Weighted average number of Common Shares outstanding—basic

      271,221



      268,991



      270,559



      268,511


      Weighted average number of Common Shares outstanding—diluted

      272,202



      270,030



      271,643



      269,606


       

      OPEN TEXT CORPORATION

      CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

      (In thousands of U.S. dollars)

      (unaudited)



      Three Months Ended

      March 31,


      Nine Months Ended

      March 31,


      2020


      2019


      2020


      2019

      Net income for the period

      $

      26,000



      $

      72,793



      $

      207,945



      $

      213,622


      Other comprehensive income (loss)—net of tax:








      Net foreign currency translation adjustments

      (15,484)



      3,189



      (16,220)



      (3,749)


      Unrealized gain (loss) on cash flow hedges:








      Unrealized gain (loss) - net of tax expense (recovery) effect of ($1,276) and $222 for the three months ended March 31, 2020 and 2019, respectively; ($1,181) and ($274) for the nine months ended March 31, 2020 and 2019, respectively

      (3,539)



      615



      (3,278)



      (760)


      (Gain) loss reclassified into net income - net of tax (expense) recovery effect of $121 and $124 for the three months ended March 31, 2020 and 2019, respectively; $98 and $425 for the nine months ended March 31, 2020 and 2019, respectively

      337



      346



      273



      1,179


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








      Actuarial gain (loss) - net of tax expense (recovery) effect of $1,495 and ($1,177) for the three months ended March 31, 2020 and 2019, respectively; $1,554 and ($1,390) for the nine months ended March 31, 2020 and 2019, respectively

      3,309



      (4,785)



      3,923



      (5,109)


      Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $203 and $78 for the three months ended March 31, 2020 and 2019, respectively; $446 and $223 for the nine months ended March 31, 2020 and 2019, respectively

      153



      82



      644



      212


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

      (15,224)



      (553)



      (14,658)



      (8,227)


      Total comprehensive income

      10,776



      72,240



      193,287



      205,395


      Comprehensive (income) loss attributable to non-controlling interests

      (35)



      (31)



      (112)



      (104)


      Total comprehensive income attributable to OpenText

      $

      10,741



      $

      72,209



      $

      193,175



      $

      205,291


       

      OPEN TEXT CORPORATION

      CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

      (unaudited)



      Three Months Ended March 31, 2020


      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 December 31, 2019

      270,609



      $

      1,803,663



      (847)



      $

      (32,066)



      $

      2,201,653



      $

      24,690



      $

      1,292



      $

      3,999,232


      Issuance of Common Shares
















      Under employee stock option plans

      886



      23,414



      —



      —



      —



      —



      —



      23,414


      Under employee stock purchase plans

      139



      5,217



      —



      —



      —



      —



      —



      5,217


      Share-based compensation

      —



      6,856



      —



      —



      —



      —



      —



      6,856


      Dividends declared

      ($0.1746 per Common Share)

      —



      —



      —



      —



      (47,279)



      —



      —



      (47,279)


      Other comprehensive income (loss) - net

      —



      —



      —



      —



      —



      (15,224)



      —



      (15,224)


      Non-controlling interest

      —



      —



      —



      —



      —



      —



      (39)



      (39)


      Net income for the period

      —



      —



      —



      —



      25,965



      —



      35



      26,000


      Balance as of March 31, 2020

      271,634



      $

      1,839,150



      (847)



      $

      (32,066)



      $

      2,180,339



      $

      9,466



      $

      1,288



      $

      3,998,177





      Three Months Ended March 31, 2019


      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 December 31, 2018

      268,569



      $

      1,731,299



      (817)



      $

      (29,241)



      $

      2,056,831



      $

      25,971



      $

      1,152



      $

      3,786,012


      Issuance of Common Shares
















      Under employee stock option plans

      544



      11,661



      —



      —



      —



      —



      —



      11,661


      Under employee stock purchase plans

      161



      4,447



      —



      —



      —



      —



      —



      4,447


      Share-based compensation

      —



      6,712



      —



      —



      —



      —



      —



      6,712


      Purchase of treasury stock

      —



      —



      (52)



      (1,965)



      —



      —



      —



      (1,965)


      Issuance of treasury stock

      —



      (2,308)



      62



      2,308



      —



      —



      —



      —


      Dividends declared

      ($0.1518 per Common Share)

      —



      —



      —



      —



      (40,735)



      —



      —



      (40,735)


      Other comprehensive income - net

      —



      —



      —



      —



      —



      (553)



      —



      (553)


      Net income for the period

      —



      —



      —



      —



      72,762



      —



      31



      72,793


      Balance as of March 31, 2019

      269,274



      $

      1,751,811



      (807)



      $

      (28,898)



      $

      2,088,858



      $

      25,418



      $

      1,183



      $

      3,838,372





      Nine Months Ended March 31, 2020


      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, 2019

      269,834



      $

      1,774,214



      (803)



      $

      (28,766)



      $

      2,113,883



      $

      24,124



      $

      1,215



      $

      3,884,670


      Issuance of Common Shares
















      Under employee stock option plans

      1,301



      34,773



      —



      —



      —



      —



      —



      34,773


      Under employee stock purchase plans

      499



      17,757



      —



      —



      —



      —



      —



      17,757


      Share-based compensation

      —



      21,530



      —



      —



      —



      —



      —



      21,530


      Purchase of treasury stock

      —



      —



      (300)



      (12,424)



      —



      —



      —



      (12,424)


      Issuance of treasury stock

      —



      (9,124)



      256



      9,124



      —



      —



      —



      —


      Dividends declared

      ($0.5238 per Common Share)

      —



      —



      —



      —



      (141,377)



      —



      —



      (141,377)


      Other comprehensive income (loss) - net

      —



      —



      —



      —



      —



      (14,658)



      —



      (14,658)


      Non-controlling interest

      —



      —



      —



      —



      —



      —



      (39)



      (39)


      Net income for the period

      —



      —



      —



      —



      207,833



      —



      112



      207,945


      Balance as of March 31, 2020

      271,634



      $

      1,839,150



      (847)



      $

      (32,066)



      $

      2,180,339



      $

      9,466



      $

      1,288



      $

      3,998,177





      Nine Months Ended March 31, 2019


      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, 2018

      267,651



      $

      1,707,073



      (691)



      $

      (18,732)



      $

      1,994,235



      $

      33,645



      $

      1,037



      $

      3,717,258


      Adoption of ASU 2016-16 - cumulative effect

      —



      —



      —



      —



      (26,780)



      —



      —



      (26,780)


      Adoption of Topic 606 - cumulative effect

      —



      —



      —



      —



      29,786



      —



      —



      29,786


      Issuance of Common Shares
















      Under employee stock option plans

      1,100



      25,832



      —



      —



      —



      —



      —



      25,832


      Under employee stock purchase plans

      523



      15,712



      —



      —



      —



      —



      —



      15,712


      Share-based compensation

      —



      20,152



      —



      —



      —



      —



      —



      20,152


      Purchase of treasury stock

      —



      —



      (726)



      (26,499)



      —



      —



      —



      (26,499)


      Issuance of treasury stock

      —



      (16,333)



      610



      16,333



      —



      —



      —



      —


      Dividends declared

      ($0.4554 per Common Share)

      —



      —



      —



      —



      (121,901)



      —



      —



      (121,901)


      Other comprehensive income - net

      —



      —



      —



      —



      —



      (8,227)



      —



      (8,227)


      Non-controlling interest

      —



      (625)



      —



      —



      —



      —



      42



      (583)


      Net income for the period

      —



      —



      —



      —



      213,518



      —



      104



      213,622


      Balance as of March 31, 2019

      269,274



      $

      1,751,811



      (807)



      $

      (28,898)



      $

      2,088,858



      $

      25,418



      $

      1,183



      $

      3,838,372


       

      OPEN TEXT CORPORATION

      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands of U.S. dollars)

      (unaudited)



      Three Months Ended

      March 31,


      Nine Months Ended

      March 31,


      2020


      2019


      2020


      2019

      Cash flows from operating activities:








      Net income for the period

      $

      26,000



      $

      72,793



      $

      207,945



      $

      213,622


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








      Depreciation and amortization of intangible assets

      148,164



      118,456



      372,368



      353,782


      Share-based compensation expense

      6,856



      6,712



      21,530



      20,152


      Pension expense

      1,428



      1,158



      4,323



      3,412


      Amortization of debt issuance costs

      1,227



      1,077



      3,503



      3,234


      Loss on extinguishment of debt

      17,854



      —



      17,854



      —


      Loss on sale and write down of property and equipment

      —



      10



      —



      9,438


      Deferred taxes

      2,543



      2,398



      36,711



      11,307


      Share in net (income) loss of equity investees

      (4,527)



      (2,789)



      (6,475)



      (10,652)


      Changes in operating assets and liabilities:








      Accounts receivable

      83,590



      19,229



      86,188



      52,777


      Contract assets

      (9,006)



      (15,472)



      (26,665)



      (28,872)


      Prepaid expenses and other current assets

      (6,854)



      (13,027)



      (7,355)



      (495)


      Income taxes

      (33,717)



      3,682



      (34,608)



      21,006


      Accounts payable and accrued liabilities

      (9,028)



      (896)



      (42,263)



      (30,644)


      Deferred revenue

      102,373



      93,285



      38,280



      24,134


      Other assets

      5,079



      (619)



      7,436



      4,300


      Operating lease assets and liabilities, net

      (2,381)



      —



      (4,486)



      —


      Net cash provided by operating activities

      329,601



      285,997



      674,286



      646,501


      Cash flows from investing activities:








      Additions of property and equipment

      (16,793)



      (16,968)



      (55,005)



      (50,432)


      Purchase of XMedius

      (73,335)



      —



      (73,335)



      —


      Purchase of Carbonite, Inc., net of cash and restricted cash acquired

      (88,458)



      —



      (1,305,097)



      —


      Purchase of Dynamic Solutions Group Inc.

      —



      —



      (4,149)



      —


      Purchase of Catalyst Repository Systems Inc.

      —



      (70,800)



      —



      (70,800)


      Purchase of Liaison Technologies, Inc.

      —



      641



      —



      (310,644)


      Purchase of Guidance Software, Inc., net of cash acquired

      —



      —



      —



      (2,279)


      Other investing activities

      (5,803)



      (1,831)



      (11,344)



      (8,204)


      Net cash used in investing activities

      (184,389)



      (88,958)



      (1,448,930)



      (442,359)


      Cash flows from financing activities:








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

      29,990



      17,811



      53,107



      42,097


      Proceeds from long-term debt and Revolver

      2,400,000



      —



      3,150,000



      —


      Repayment of long-term debt and revolver

      (1,706,131)



      (2,500)



      (1,711,131)



      (7,500)


          Debt extinguishment costs

      (11,248)



      —



      (11,248)



      —


      Debt issuance costs

      (17,191)



      —



      (18,170)



      (322)


      Purchase of Treasury Stock

      —



      (1,965)



      (12,424)



      (26,499)


      Purchase of non-controlling interest

      —



      —



      —



      (583)


      Payments of dividends to shareholders

      (47,279)



      (40,735)



      (141,377)



      (121,901)


      Net cash provided by (used in) financing activities

      648,141



      (27,389)



      1,308,757



      (114,708)


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

      (15,989)



      1,992



      (20,060)



      (3,909)


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

      777,364



      171,642



      514,053



      85,525


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

      680,232



      597,874



      943,543



      683,991


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

      $

      1,457,596



      $

      769,516



      $

      1,457,596



      $

      769,516


      Reconciliation of cash, cash equivalents and restricted cash:

      March 31, 2020


      March 31, 2019

      Cash and cash equivalents

      1,452,570



      765,224


      Restricted cash included in Other assets

      5,026



      4,292


      Total Cash, cash equivalents and restricted cash

      $

      1,457,596



      $

      769,516










      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, excluding the effects of 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.

       

      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

      for the three months ended March 31, 2020.

      (In thousands except for per share amounts)


      Three Months Ended March 31, 2020


      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

      $

      127,565



      $

      (398)


      (1)

      $

      127,167



      Customer support

      32,151



      (284)


      (1)

      31,867



      Professional service and other

      56,526



      (328)


      (1)

      56,198



      Amortization of acquired technology-based intangible assets

      63,401



      (63,401)


      (2)

      —



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

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

      532,492


      65.4

      %

      64,411


      (3)

      596,903


      73.3

      %

      Operating expenses







      Research and development

      108,184



      (1,243)


      (1)

      106,941



      Sales and marketing

      166,234



      (2,261)


      (1)

      163,973



      General and administrative

      68,828



      (2,342)


      (1)

      66,486



      Amortization of acquired customer-based intangible assets

      59,943



      (59,943)


      (2)

      —



      Special charges (recoveries)

      9,406



      (9,406)


      (4)

      —



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

      95,077



      139,606


      (5)

      234,683



      Other income (expense), net

      (18,923)



      18,923


      (6)

      —



      Provision for (recovery of) income taxes

      8,891



      18,188


      (7)

      27,079



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

      25,965



      140,341


      (8)

      166,306



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

      $

      0.10



      $

      0.51


      (8)

      $

      0.61


















      (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 25% 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, 2020



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      25,965


      $

      0.10


      Add:



      Amortization

      123,344


      0.45


      Share-based compensation

      6,856


      0.03


      Special charges (recoveries)

      9,406


      0.03


      Other (income) expense, net

      18,923


      0.07


      GAAP-based provision for (recovery of) income taxes

      8,891


      0.03


      Non-GAAP-based provision for income taxes

      (27,079)


      (0.10)


      Non-GAAP-based net income, attributable to OpenText

      $

      166,306


      $

      0.61


       

      Reconciliation of Adjusted EBITDA




      Three Months Ended March 31, 2020

      GAAP-based net income, attributable to OpenText

      $

      25,965


      Add:


      Provision for (recovery of) income taxes

      8,891


      Interest and other related expense, net

      41,263


      Amortization of acquired technology-based intangible assets

      63,401


      Amortization of acquired customer-based intangible assets

      59,943


      Depreciation

      24,820


      Share-based compensation

      6,856


      Special charges (recoveries)

      9,406


      Other (income) expense, net

      18,923


      Adjusted EBITDA

      $

      259,468


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

      for the nine months ended March 31, 2020. 

      (In thousands except for per share amounts)


      Nine Months Ended March 31, 2020


      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

      $

      333,371



      $

      (1,152)


      (1)

      $

      332,219



      Customer support

      91,326



      (897)


      (1)

      90,429



      Professional service and other

      164,468



      (917)


      (1)

      163,551



      Amortization of acquired technology-based intangible assets

      145,998



      (145,998)


      (2)

      —



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

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

      1,540,044


      67.5

      %

      148,964


      (3)

      1,689,008


      74.0

      %

      Operating expenses







      Research and development

      269,645



      (3,719)


      (1)

      265,926



      Sales and marketing

      432,162



      (6,760)


      (1)

      425,402



      General and administrative

      174,958



      (8,085)


      (1)

      166,873



      Amortization of acquired customer-based intangible assets

      160,561



      (160,561)


      (2)

      —



      Special charges (recoveries)

      24,579



      (24,579)


      (4)

      —



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

      412,330



      352,668


      (5)

      764,998



      Other income (expense), net

      (19,736)



      19,736


      (6)

      —



      Provision for (recovery of) income taxes

      78,800



      13,481


      (7)

      92,281



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

      207,833



      358,923


      (8)

      566,756



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

      $

      0.77



      $

      1.32


      (8)

      $

      2.09



















      (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 27% 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:

       


      Nine Months Ended March 31, 2020



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      207,833


      $

      0.77


      Add:



      Amortization

      306,559


      1.13


      Share-based compensation

      21,530


      0.08


      Special charges (recoveries)

      24,579


      0.09


      Other (income) expense, net

      19,736


      0.07


      GAAP-based provision for (recovery of) income taxes

      78,800


      0.29


      Non-GAAP-based provision for income taxes

      (92,281)


      (0.34)


      Non-GAAP-based net income attributable to OpenText

      $

      566,756


      $

      2.09


      Reconciliation of Adjusted EBITDA




      Nine Months Ended March 31, 2020

      GAAP-based net income, attributable to OpenText

      $

      207,833


      Add:


      Provision for (recovery of) income taxes

      78,800


      Interest and other related expense, net

      105,849


      Amortization of acquired technology-based intangible assets

      145,998


      Amortization of acquired customer-based intangible assets

      160,561


      Depreciation

      65,809


      Share-based compensation

      21,530


      Special charges (recoveries)

      24,579


      Other (income) expense, net

      19,736


      Adjusted EBITDA

      $

      830,695


      Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

      for the three months ended December 31, 2019.

      (In thousands except for per share amounts)


      Three Months Ended December 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

      $

      103,644



      $

      (371)


      (1)

      $

      103,273



      Customer support

      29,788



      (297)


      (1)

      29,491



      Professional service and other

      53,604



      (346)


      (1)

      53,258



      Amortization of acquired technology-based intangible assets

      42,299



      (42,299)


      (2)

      —



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

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

      539,172


      69.9

      %

      43,313


      (3)

      582,485


      75.5

      %

      Operating expenses







      Research and development

      80,283



      (1,255)


      (1)

      79,028



      Sales and marketing

      137,310



      (2,383)


      (1)

      134,927



      General and administrative

      54,595



      (3,131)


      (1)

      51,464



      Amortization of acquired customer-based intangible assets

      51,460



      (51,460)


      (2)

      —



      Special charges (recoveries)

      10,072



      (10,072)


      (4)

      —



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

      184,740



      111,614


      (5)

      296,354



      Other income (expense), net

      1,972



      (1,972)


      (6)

      —



      Provision for (recovery of) income taxes

      46,818



      (9,861)


      (7)

      36,957



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

      107,467



      119,503


      (8)

      226,970



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

      $

      0.40



      $

      0.44


      (8)

      $

      0.84



















      (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 30% 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 December 31, 2019



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      107,467


      $

      0.40


      Add:



      Amortization

      93,759


      0.35


      Share-based compensation

      7,783


      0.03


      Special charges (recoveries)

      10,072


      0.04


      Other (income) expense, net

      (1,972)


      (0.01)


      GAAP-based provision for (recovery of) income taxes

      46,818


      0.17


      Non-GAAP-based provision for income taxes

      (36,957)


      (0.14)


      Non-GAAP-based net income, attributable to OpenText

      $

      226,970


      $

      0.84


       

      Reconciliation of Adjusted EBITDA




      Three Months Ended December 31, 2019

      GAAP-based net income, attributable to OpenText

      $

      107,467


      Add:


      Provision for (recovery of) income taxes

      46,818


      Interest and other related expense, net

      32,376


      Amortization of acquired technology-based intangible assets

      42,299


      Amortization of acquired customer-based intangible assets

      51,460


      Depreciation

      20,712


      Share-based compensation

      7,783


      Special charges (recoveries)

      10,072


      Other (income) expense, net

      (1,972)


      Adjusted EBITDA

      $

      317,015


      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 nine months ended March 31, 2019. 

      (In thousands except for per share amounts)


      Nine 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

      $

      280,274



      $

      (873)


      (1)

      $

      279,401



      Customer support

      93,582



      (881)


      (1)

      92,701



      Professional service and other

      169,452



      (1,330)


      (1)

      168,122



      Amortization of acquired technology-based intangible assets

      140,439



      (140,439)


      (2)

      —



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

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

      1,427,568


      67.3

      %

      143,523


      (3)

      1,571,091


      74.1

      %

      Operating expenses







      Research and development

      238,128



      (3,668)


      (1)

      234,460



      Sales and marketing

      378,619



      (5,874)


      (1)

      372,745



      General and administrative

      154,955



      (7,526)


      (1)

      147,429



      Amortization of acquired customer-based intangible assets

      140,627



      (140,627)


      (2)

      —



      Special charges (recoveries)

      33,487



      (33,487)


      (4)

      —



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

      409,036



      334,705


      (5)

      743,741



      Other income (expense), net

      6,965



      (6,965)


      (6)

      —



      Provision for (recovery of) income taxes

      98,628



      (9,029)


      (7)

      89,599



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

      213,518



      336,769


      (8)

      550,287



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

      $

      0.79



      $

      1.25


      (8)

      $

      2.04



















      (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 32% 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:

       


      Nine Months Ended March 31, 2019



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      213,518


      $

      0.79


      Add:



      Amortization

      281,066


      1.04


      Share-based compensation

      20,152


      0.07


      Special charges (recoveries)

      33,487


      0.12


      Other (income) expense, net

      (6,965)


      (0.03)


      GAAP-based provision for (recovery of) income taxes

      98,628


      0.37


      Non-GAAP-based provision for income taxes

      (89,599)


      (0.32)


      Non-GAAP-based net income, attributable to OpenText

      $

      550,287


      $

      2.04


       

      Reconciliation of Adjusted EBITDA




      Nine Months Ended March 31, 2019

      GAAP-based net income, attributable to OpenText

      $

      213,518


      Add:


      Provision for (recovery of) income taxes

      98,628


      Interest and other related expense, net

      103,751


      Amortization of acquired technology-based intangible assets

      140,439


      Amortization of acquired customer-based intangible assets

      140,627


      Depreciation

      72,716


      Share-based compensation

      20,152


      Special charges (recoveries)

      33,487


      Other (income) expense, net

      (6,965)


      Adjusted EBITDA

      $

      816,353



      (3)

      The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three and nine months ended March 31, 2020 and 2019:

       


      Three Months Ended March 31, 2020


      Three Months Ended March 31, 2019

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      22

      %

      13

      %


      22

      %

      15

      %

      GBP

      5

      %

      6

      %


      6

      %

      6

      %

      CAD

      3

      %

      10

      %


      5

      %

      10

      %

      USD

      63

      %

      56

      %


      58

      %

      51

      %

      Other

      7

      %

      15

      %


      9

      %

      18

      %

      Total

      100

      %

      100

      %


      100

      %

      100

      %






      Nine Months Ended March 31, 2020


      Nine Months Ended March 31, 2019

      Currencies

      % of Revenue 

      % of Expenses* 


      % of Revenue 

      % of Expenses* 

      EURO

      23

      %

      14

      %


      23

      %

      15

      %

      GBP

      5

      %

      6

      %


      6

      %

      6

      %

      CAD

      3

      %

      10

      %


      4

      %

      10

      %

      USD

      60

      %

      54

      %


      58

      %

      51

      %

      Other

      9

      %

      16

      %


      9

      %

      18

      %

      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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