OpenText Intelligent Growth Strategy Drives Record Fourth Quarter and Fiscal Year 2014 Financial Results Appoints John Doolittle Chief Financial Officer

WATERLOO, Ontario, July 30, 2014 /PRNewswire/ -- Open Text Corporation (OTEX) (OTC.TO) announced today its financial results for the fourth quarter and fiscal year ended June 30, 2014, and the appointment of John Doolittle as Chief Financial Officer.

Financial Highlights for Q4 FY14 (1)

  • Total revenue was $494.0 million, up 42% Y/Y
  • License revenue was $99.7 million, up 27% Y/Y
  • Cloud services revenue was $148.9 million, up 255% Y/Y
  • Customer support revenue was $183.9 million, up 12% Y/Y
  • Non-GAAP-based EPS, diluted was $1.05 compared to $0.72 Y/Y, up 48%; GAAP-based EPS, diluted was $0.72 compared to $0.36 Y/Y up 100%, on a post stock-split basis.(2)
  • Non-GAAP-based income from operations was $162.2 million and 33% of revenues up 58% Y/Y; GAAP-based income from operations was $107.7 million and 22% of revenues, up 118% Y/Y.(2)
  • Operating cash flow was $134.9 million, up 107%Y/Y, with an ending cash balance of $427.9 million.

Financial Highlights for FY14 (1)

  • Total revenue for the period was $1,624.7 million, up 19% Y/Y
  • License revenue was $309.2 million, up 11% Y/Y
  • Cloud services revenue was $361.1 million, up 108% Y/Y
  • Customer support revenue was $707.0 million, up 7% Y/Y
  • Non-GAAP-based EPS, diluted was $3.37 compared to $2.79 Y/Y, up 21%; GAAP-based EPS, diluted was $1.81 compared to $1.26 Y/Y up 44%, on a post stock-split basis.(2)
  • Non-GAAP-based income from operations was $502.7 million and 31% of revenues, up 26% Y/Y; GAAP-based income from operations was $300.5 million and 18% of revenues, up 52% Y/Y.(2)
  • Operating cash flow was $417.1 million,  up 31%Y/Y, with an ending cash balance of $427.9 million.

"Our focus on Enterprise Information Management is well aligned to the strategic priorities of our customers.  We delivered record quarterly and full fiscal year results, including full fiscal year total revenues of $1.625 billion, up 19%, license of $309 million, up 11%, and operating cash flows of $417 million, up 31% year over year," said Mark J. Barrenechea OpenText CEO. "For Fiscal 2015, we are committed to unlocking further value, growth and leadership for our customers, partners and shareholders through focused execution utilizing our Intelligent Growth Business System (OTIGS)."

Appoints John Doolittle as Chief Financial Officer

Mr. Doolittle is a senior executive with more than 20 years of financial experience, including most recently as Chief Financial Officer (CFO) of Mattamy Homes Limited, Canada's largest new home builder, and with Nortel Networks Corporation, where he held senior global finance roles.

"John brings tremendous experience as a seasoned global executive," said Mark J. Barrenechea OpenText CEO. "He has the breadth of financial skills, experience and leadership to take our finance organization and our company to the next level of scale, efficiency and growth."

Commenting on his appointment, Mr. Doolittle said, "OpenText's strategy of Enterprise Information Management is placing OpenText in a winning market position. I look forward to joining Mark's world-class executive team and contributing to the company's exciting next phase of growth and execution."

Effective September 8, 2014, Mr. Doolittle will replace Paul McFeeters who previously announced his intention to retire from his position as CFO by no later than September 30, 2014. Mr. Doolittle will work with Mr. McFeeters to ensure a seamless transition of financial leadership responsibilities.

Barrenechea further added, "I would like to take this opportunity again to thank Paul McFeeters.  Paul has served as our CFO for 8 years, his career spans nearly 40 years and I thank him for his extraordinary service to the company.  John and Paul will work together to ensure a textbook transition."

Business Highlights

  • Basic materials, technology, services and financial industries saw the most demand
  • 16 license transactions over $1 million and 11 license transactions between $500K and $1 million
  • Customer successes in the quarter include Banco Original, The City of Calgary, FMC Technologies, Joy Global, Del Monte Foods Inc, Tata Motors Limited, Superior Tribunal de Justica, AbbVie and Eisenmann AG
  • OpenText launches Discovery Suite to capture and create value in big content
  • SAP and OpenText to accelerate global adoption of enterprise content management
  • OpenText receives SAP® Pinnacle Award for the seventh consecutive year
  • OpenText announces free enterprise file synchronization and sharing for content management customers

Dividend Program Highlights

Cash Dividend

As part of our quarterly, non cumulative cash dividend program the Board declared a quarterly cash dividend to holders of the Company's Common Shares of $0.1725. The record date for this dividend is August 29, 2014 and the payment date is September 19, 2014. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board of Directors.

Summary of Quarterly Results

 

Q4 FY14

Q3 FY14

Q4 FY13

% Change

(Q/Q)

 

% Change

(Y/Y)

 

Revenue (million)

$494.0

 

$442.8

 

$347.3

 

11.6

%

 

42.2

%

 

GAAP-based gross margin

69.1

%

67.3

%

66.0

%

180

 

bps

310

 

bps

GAAP-based operating margin

21.8

%

15.1

%

14.2

%

670

 

bps

760

 

bps

GAAP-based EPS, diluted

$0.72

 

$0.38

 

$0.36

 

89.5

%

 

100.0

%

 

Non-GAAP-based gross margin (2)

72.9

%

71.3

%

72.9

%

160

 

bps

 

bps

Non-GAAP-based operating margin (2)

32.8

%

29.1

%

29.5

%

370

 

bps

330

 

bps

Non-GAAP-based EPS, diluted (2)

$1.05

 

$0.84

 

$0.72

 

25.0

%

 

45.8

%

 

 

 

Summary of Year to Date Results

 

FY14

Q3 FY14 YTD

FY13

% Change

(Y/Y)

 

Revenue (million)

$1,624.7

 

$1,130.7

 

$1,363.3

 

19.2

%

 

GAAP-based gross margin

68.5

%

68.3

%

64.4

%

410

 

bps

GAAP-based operating margin

18.5

%

17.1

%

14.5

%

400

 

bps

GAAP-based EPS, diluted

$1.81

 

$1.08

 

$1.26

 

43.7

%

 

Non-GAAP-based gross margin (2)

72.9

%

73.0

%

71.3

%

160

 

bps

Non-GAAP-based operating margin (2)

30.9

%

30.1

%

29.3

%

160

 

bps

Non-GAAP-based EPS, diluted (2)

$3.37

 

$2.32

 

$2.79

 

20.8

%

 

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 866-530-1553 (toll-free) or 416-847-6330 (international). Please dial-in 15 minutes ahead of time to ensure proper connection. Alternatively, a live webcast of the earnings conference call will be available on the Investor Relations section of the Company's website at http://investors.opentext.com/events.cfm .

An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until 8:00 p.m. on August 14, 2014 and can be accessed by dialing 888-203-1112 (toll-free) or 647-436-0148 (international) and entering the confirmation code: 6995981 followed by the number sign.

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

About OpenText

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

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements about the focus of Open Text Corporation ("OpenText" or "the Company") in Fiscal 2014 on growth in earnings and cash flows, creating value through investments in broader Enterprise Information Management (EIM) capabilities, distribution, the Company's presence in the cloud and in growth markets, its financial condition, results of operations and earnings, declaration of quarterly dividends, 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; (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; and (ix) the Company's financial condition and capital requirements. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof;  (ii) the possibility that the Company may be unable to meet its future reporting requirements under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; (iii) the risks associated with bringing new products and services to market; (iv) fluctuations in currency exchange rates; (v) delays in the purchasing decisions of the Company's customers; (vi) the competition the Company faces in its industry and/or marketplace; (vii) the final determination of litigation, tax audits and other legal proceedings; (viii) the possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (ix) the continuous commitment of the Company's customers; and (x) demand for the Company's products. For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the 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:

United States:

Greg Secord
Vice President, Investor Relations
Open Text Corporation
San Francisco: 415-963-0825
This email address is being protected from spambots. You need JavaScript enabled to view it.

Canada:

Sonya Mehan
Senior Manager, Investor Relations
Open Text Corporation
Waterloo: 519-888-7111 ext. 2446
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Copyright ©2014 Open Text Corporation. OpenText is a trademark or registered trademark of Open Text SA and/or Open Text ULC. The list of trademarks is not exhaustive of other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text SA or other respective owners. All rights reserved. For more information, visit: http://www.opentext.com/2/global/site-copyright.html_SKU.

 

 

 

OPEN TEXT CORPORATION

CONSOLIDATED BALANCE SHEETS

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

 

 

June 30, 2014

 

June 30, 2013

           

ASSETS

         

Cash and cash equivalents

$

427,890

   

$

470,445

 

Accounts receivable trade, net of allowance for doubtful accounts of $4,499 as of June 30, 2014 and $4,871 as of June 30, 2013

292,929

   

174,927

 

Income taxes recoverable

24,648

   

17,173

 

Prepaid expenses and other current assets

42,053

   

43,464

 

Deferred tax assets

28,215

   

11,082

 

Total current assets

815,735

   

717,091

 

Property and equipment

142,261

   

88,364

 

Goodwill

1,963,557

   

1,246,872

 

Acquired intangible assets

725,318

   

363,615

 

Deferred tax assets

156,712

   

135,695

 

Other assets

52,041

   

25,082

 

Deferred charges

52,376

   

67,633

 

Long-term income taxes recoverable

10,638

   

10,465

 

Total assets

$

3,918,638

   

$

2,654,817

 

LIABILITIES AND SHAREHOLDERS' EQUITY

         

Current liabilities:

         

Accounts payable and accrued liabilities

$

231,954

   

$

188,443

 

Current portion of long-term debt

62,582

   

51,742

 

Deferred revenues

332,664

   

282,387

 

Income taxes payable

31,630

   

4,184

 

Deferred tax liabilities

1,053

   

1,127

 

Total current liabilities

659,883

   

527,883

 

Long-term liabilities:

         

Accrued liabilities

41,999

   

17,849

 

Deferred credits

17,529

   

11,608

 

Pension liability

60,300

   

24,509

 

Long-term debt

1,256,750

   

513,750

 

Deferred revenues

17,248

   

11,830

 

Long-term income taxes payable

162,131

   

140,508

 

Deferred tax liabilities

60,631

   

69,672

 

Total long-term liabilities

1,616,588

   

789,726

 

Shareholders' equity:

         

Share capital

         

121,758,432 and 118,057,772 Common Shares issued and outstanding at June 30, 2014 and June 30, 2013, respectively; Authorized Common Shares: unlimited

792,834

   

651,642

 

Additional paid-in capital

112,398

   

101,865

 

Accumulated other comprehensive income

39,449

   

39,890

 

Retained earnings

716,317

   

572,885

 

Treasury stock, at cost (763,278 shares at June 30, 2014 and 1,221,756 at June 30, 2013, respectively)

(19,132)

   

(29,074)

 

Total OpenText shareholders' equity

1,641,866

   

1,337,208

 

Non-controlling interests

301

   

 

Total shareholders' equity

1,642,167

   

1,337,208

 

Total liabilities and shareholders' equity

$

3,918,638

   

$

2,654,817

 

 

 

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

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

 

   

Year Ended June 30,

   

2014

   

2013

   

2012

 

Revenues:

                 

License

 

$

309,217

   

$

279,598

   

293,719

 

Cloud services

 

361,069

   

173,799

   

 

Customer support

 

707,024

   

658,216

   

656,568

 

Professional service and other

 

247,389

   

251,723

   

257,186

 

Total revenues

 

1,624,699

   

1,363,336

   

1,207,473

 

Cost of revenues:

                 

License

 

13,362

   

16,107

   

18,033

 

Cloud services

 

135,472

   

72,365

   

 

Customer support

 

95,980

   

106,948

   

110,504

 

Professional service and other

 

196,939

   

196,874

   

204,909

 

Amortization of acquired technology-based intangible assets

 

69,917

   

93,610

   

84,572

 

Total cost of revenues

 

511,670

   

485,904

   

418,018

 

Gross profit

 

1,113,029

   

877,432

   

789,455

 

Operating expenses:

                 

Research and development

 

176,834

   

164,010

   

169,043

 

Sales and marketing

 

345,643

   

289,157

   

274,544

 

General and administrative

 

142,450

   

109,325

   

97,072

 

Depreciation

 

35,237

   

24,496

   

21,587

 

Amortization of acquired customer-based intangible assets

 

81,023

   

68,745

   

53,326

 

Special charges

 

31,314

   

24,034

   

24,523

 

Total operating expenses

 

812,501

   

679,767

   

640,095

 

Income from operations

 

300,528

   

197,665

   

149,360

 

Other income (expense), net

 

3,941

   

(2,473)

   

3,549

 

Interest and other related expense, net

 

(27,934)

   

(16,982)

   

(15,564)

 

Income before income taxes

 

276,535

   

178,210

   

137,345

 

Provision for income taxes

 

58,461

   

29,690

   

12,171

 

Net income for the period

 

$

218,074

   

$

148,520

   

$

125,174

 

Net loss attributable to non-controlling interests

 

51

   

   

$

 

Net income attributable to OpenText

 

$

218,125

   

$

148,520

   

$

125,174

 

Earnings per share—basic attributable to OpenText

 

$

1.82

   

$

1.27

   

$

1.08

 

Earnings per share—diluted attributable to OpenText

 

$

1.81

   

$

1.26

   

$

1.07

 

Weighted average number of Common Shares outstanding—basic

 

119,674

   

117,208

   

115,780

 

Weighted average number of Common Shares outstanding—diluted

 

120,576

   

118,124

   

117,468

 

Dividends declared per Common Share

 

$

0.6225

   

$

0.15

   

$

 

 

 

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

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

 

   

Three Months Ended
June 30,

   

2014

   

2013

 

Revenues:

           

License

 

$

99,664

   

$

78,782

 

Cloud services

 

148,891

   

41,890

 

Customer support

 

183,869

   

164,889

 

Professional service and other

 

61,554

   

61,706

 

Total revenues

 

493,978

   

347,267

 

Cost of revenues:

           

License

 

3,495

   

3,529

 

Cloud services

 

55,780

   

17,696

 

Customer support

 

24,195

   

25,351

 

Professional service and other

 

51,041

   

47,879

 

Amortization of acquired technology-based intangible assets

 

18,205

   

23,579

 

Total cost of revenues

 

152,716

   

118,034

 

Gross profit

 

341,262

   

229,233

 

Operating expenses:

           

Research and development

 

47,502

   

42,383

 

Sales and marketing

 

101,240

   

79,338

 

General and administrative

 

41,413

   

27,857

 

Depreciation

 

11,354

   

6,218

 

Amortization of acquired customer-based intangible assets

 

26,635

   

17,197

 

Special charges

 

5,413

   

6,767

 

Total operating expenses

 

233,557

   

179,760

 

Income from operations

 

107,705

   

49,473

 

Other income (expense), net

 

1,103

   

(4,180)

 

Interest and other related expense, net

 

(10,775)

   

(3,990)

 

Income before income taxes

 

98,033

   

41,303

 

Provision for (recovery of) income taxes

 

9,885

   

(869)

 

Net income for the period

 

$

88,148

   

$

42,172

 

Net gain attributable to non-controlling interests

 

(37)

   

 

Net income attributable to OpenText

 

$

88,111

   

$

42,172

 

Earnings per share—basic attributable to OpenText

 

$

0.72

   

$

0.36

 

Earnings per share—diluted attributable to OpenText

 

$

0.72

   

$

0.36

 

Weighted average number of Common Shares outstanding—basic

 

121,692

   

117,750

 

Weighted average number of Common Shares outstanding—diluted

 

122,511

   

118,476

 

Dividends declared per Common Share

 

$

0.1725

   

$

0.15

 

 

 

 

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

 

 

Year Ended June 30,

 

2014

   

2013

   

2012

 

Net income for the period

$

218,074

   

$

148,520

   

$

125,174

 

Other comprehensive income—net of tax:

               

Net foreign currency translation adjustments

(2,779)

   

(1,879)

   

(9,197)

 

Unrealized gain (loss) on cash flow hedges

               

Unrealized loss

(357)

   

(1,054)

   

(1,403)

 

(Gain) loss reclassified into net income

3,242

   

(1,482)

   

334

 

Actuarial gain (loss) relating to defined benefit pension plans, net of tax

               

Actuarial loss

(841)

   

(351)

   

(5,840)

 

Amortization of actuarial loss into net income

294

   

292

   

 

Total other comprehensive loss, net, for the period

(441)

   

(4,474)

   

(16,106)

 

Total comprehensive income

217,633

   

144,046

   

109,068

 

Comprehensive loss attributable to non-controlling interests

51

   

   

 

Total comprehensive income attributable to OpenText

$

217,684

   

$

144,046

   

$

109,068

 

 

 

Three Months Ended
June 30,

 

2014

   

2013

 

Net income for the period

$

88,148

   

$

42,172

 

Other comprehensive income—net of tax:

         

Net foreign currency translation adjustments

(2,046)

   

2,911

 

Unrealized gain (loss) on cash flow hedges

         

Unrealized loss

1,160

   

(2,151)

 

(Gain) loss reclassified into net income

832

   

(43)

 

Actuarial gain (loss) relating to defined benefit pension plans, net of tax

         

Actuarial loss

(60)

   

401

 

Amortization of actuarial loss into net income

74

   

73

 

Total other comprehensive loss, net, for the period

(40)

   

1,191

 

Total comprehensive income

88,108

   

43,363

 

Comprehensive gain attributable to non-controlling interests

(37)

   

 

Total comprehensive income attributable to OpenText

$

88,071

   

$

43,363

 

 

 

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

 

 

Year Ended June 30,

 

2014

   

2013

   

2012

 

Cash flows from operating activities:

               

Net income for the period

$

218,074

   

$

148,520

   

$

125,174

 

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

               

Depreciation and amortization of intangible assets

186,177

   

186,851

   

159,485

 

Share-based compensation expense

19,906

   

15,575

   

18,097

 

Excess tax benefits on share-based compensation expense

(1,844)

   

(915)

   

(2,723)

 

Pension expense

3,232

   

1,448

   

1,125

 

Amortization of debt issuance costs

3,191

   

2,123

   

1,703

 

Amortization of deferred charges and credits

11,307

   

11,815

   

11,579

 

Loss on sale and write down of property and equipment

15

   

24

   

203

 

Deferred taxes

(31,016)

   

(5,796)

   

(78,792)

 

Impairment and other non cash charges

   

   

1,389

 

Changes in operating assets and liabilities:

               

Accounts receivable

(17,186)

   

17,965

   

5,319

 

Prepaid expenses and other current assets

11,146

   

4,242

   

(2,079)

 

Income taxes

29,990

   

(17,053)

   

68,601

 

Deferred charges and credits

9,870

   

(9,274)

   

(22,035)

 

Accounts payable and accrued liabilities

(36,478)

   

(41,947)

   

(18,394)

 

Deferred revenue

16,601

   

5,418

   

(4,581)

 

Other assets

(5,858)

   

(494)

   

2,419

 

Net cash provided by operating activities

417,127

   

318,502

   

266,490

 

Cash flows from investing activities:

               

Additions of property and equipment

(42,268)

   

(23,107)

   

(25,828)

 

Purchase of patents

(192)

   

(192)

   

(193)

 

Purchase of GXS Group, Inc., net of cash acquired

(1,076,886)

   

   

 

Purchase of Cordys Holding B.V., net of cash acquired

(30,588)

   

   

 

Purchase of EasyLink Services International Corporation, net of cash acquired

   

(315,331)

   

 

Purchase of Resonate KT Limited, net of cash acquired

   

(19,366)

   

 

Purchase of ICCM Professional Services Limited, net of cash acquired

   

(11,257)

   

 

Purchase of System Solutions Australia Pty Limited (MessageManager), net of cash acquired

   

(516)

   

(1,738)

 

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

   

   

(245,653)

 

Purchase of Operitel Corporation, net of cash acquired

   

   

(7,014)

 

Purchase consideration for prior period acquisitions

(887)

   

(875)

   

(1,113)

 

Other investing activities

(2,547)

   

(3,750)

   

 

Net cash used in investing activities

(1,153,368)

   

(374,394)

   

(281,539)

 

Cash flows from financing activities:

               

Excess tax benefits on share-based compensation expense

1,844

   

915

   

2,723

 

Proceeds from issuance of Common Shares

24,808

   

16,347

   

21,270

 

Equity issuance costs

(144)

   

   

 

Purchase of Treasury Stock

(1,275)

   

   

(10,888)

 

Proceeds from long-term debt and revolver

800,000

   

   

648,500

 

Repayment of long-term debt

(45,911)

   

(30,677)

   

(349,187)

 

Debt issuance costs

(16,685)

   

   

(9,834)

 

Payments of dividends to shareholders

(74,693)

   

(17,703)

   

 

Net cash provided by (used in) financing activities

687,944

   

(31,118)

   

302,584

 

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

5,742

   

(2,292)

   

(11,928)

 

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

(42,555)

   

(89,302)

   

275,607

 

Cash and cash equivalents at beginning of the period

470,445

   

559,747

   

284,140

 

Cash and cash equivalents at end of the period

$

427,890

   

$

470,445

   

$

559,747

 
                       

 

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

 

 

Three Months Ended
June 30,

 

2014

   

2013

 

Cash flows from operating activities:

         

Net income for the period

$

88,148

   

$

42,172

 

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

         

Depreciation and amortization of intangible assets

56,194

   

46,994

 

Share-based compensation expense

4,199

   

5,422

 

Excess tax benefits on share-based compensation expense

(169)

   

(303)

 

Pension expense

1,268

   

339

 

Amortization of debt issuance costs

1,131

   

532

 

Amortization of deferred charges and credits

2,667

   

3,195

 

Loss on sale and write down of property and equipment

   

 

Deferred taxes

(26,813)

   

1,566

 

Changes in operating assets and liabilities:

         

Accounts receivable

(36,315)

   

2,578

 

Prepaid expenses and other current assets

29,771

   

6,303

 

Income taxes

24,412

   

(2,146)

 

Deferred charges and credits

   

(12,854)

 

Accounts payable and accrued liabilities

(3,600)

   

(14,354)

 

Deferred revenue

(3,421)

   

(12,774)

 

Other assets

(2,558)

   

(1,453)

 

Net cash provided by operating activities

134,914

   

65,217

 

Cash flows from investing activities:

         

Additions of property and equipment

(13,825)

   

(7,315)

 

Purchase of patents

   

(192)

 

Purchase of GXS Group, Inc., net of cash acquired

785

   

 

Purchase of Cordys Holding B.V., net of cash acquired

   

 

Purchase of EasyLink Services International Corporation, net of cash acquired

   

 

Purchase of Resonate KT Limited, net of cash acquired

   

 

Purchase of ICCM Professional Services Limited, net of cash acquired

   

(11,257)

 

Purchase of System Solutions Australia Pty Limited (MessageManager), net of cash acquired

   

 

Purchase consideration for prior period acquisitions

(222)

   

(222)

 

Other investing activities

   

(3,750)

 

Net cash used in investing activities

(13,262)

   

(22,736)

 

Cash flows from financing activities:

         

Excess tax benefits on share-based compensation expense

169

   

303

 

Proceeds from issuance of Common Shares

5,090

   

8,817

 

Equity issuance costs

   

 

Purchase of Treasury Stock

   

 

Proceeds from long-term debt and revolver

   

 

Repayment of long-term debt

(13,412)

   

(7,669)

 

Debt issuance costs

(653)

   

 

Payments of dividends to shareholders

(21,001)

   

(17,703)

 

Net cash provided by (used in) financing activities

(29,807)

   

(16,252)

 

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

(26)

   

(2,695)

 

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

91,819

   

23,534

 

Cash and cash equivalents at beginning of the period

336,071

   

446,911

 

Cash and cash equivalents at end of the period

$

427,890

   

$

470,445

 

 

 

Notes

 

(1)

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

 

(2)

Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (non-GAAP).These non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results.

 

 

The Company uses these non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of non-GAAP financial measures are not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain non-GAAP measures defined below.

 

 

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

 

 

The Company's management believes that the presentation, of the above defined non-GAAP financial measures, provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management and is based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports. In the course of such evaluation and for the purpose of making operating decisions, the Company's management excludes certain items from its analysis, including amortization of acquired intangible assets, special charges, share-based compensation, other income (expense), and the taxation impact of these items. These items are excluded based upon the manner in which management evaluates the business of the Company and are not excluded in the sense that they may be used under U.S. GAAP.

 

 

The Company believes the provision of supplemental non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (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 in this press release.

   
 

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

 
 
 

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended June 30, 2014.

(In thousands except for per share amounts)

 

Three Months Ended

June 30, 2014

 

GAAP-based

Measures

GAAP-based Measures

% of Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Revenue

Cost of revenues

                     

Cloud services

$

55,780

     

$

(197)

 

(1)

$

55,583

     

Customer support

24,195

     

(207)

 

(1)

23,988

     

Professional service and other

51,041

     

(112)

 

(1)

50,929

     

Amortization of acquired technology-based intangible assets

18,205

     

(18,205)

 

(2)

     

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

341,262

 

69.1

%

18,721

 

(3)

359,983

 

72.9

%

Operating expenses

                     

Research and development

47,502

     

(450)

 

(1)

47,052

     

Sales and marketing

101,240

     

(1,112)

 

(1)

100,128

     

General and administrative

41,413

     

(2,121)

 

(1)

39,292

     

Amortization of acquired customer-based intangible assets

26,635

     

(26,635)

 

(2)

     

Special charges

5,413

     

(5,413)

 

(4)

     

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

107,705

 

21.8

%

54,452

 

(5)

162,157

 

32.8

%

Other income (expense), net

1,103

     

(1,103)

 

(6)

     

Provision for (recovery of) income taxes

9,885

     

12,785

 

(7)

22,670

     

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

88,111

     

40,564

 

(8)

128,675

     

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

$

0.72

     

$

0.33

 

(8)

$

1.05

     

 

(1)

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

(2)

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

(3)

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

(4)

Adjustment relates to the exclusion of Special charges from our Non-GAAP-based operating expenses as Special charges are generally incurred in the periods following the relevant acquisitions and 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 revenue.

(6)

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

(7)

Adjustment relates to differences between the GAAP-based tax provision of approximately 10% and a Non-GAAP-based tax rate of 15%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating Non-GAAP-based adjusted net income.

(8)

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

 

 

Three Months Ended
June 30, 2014

     

Per share diluted

Non-GAAP-based net income, attributable to OpenText

$

128,675

 

$

1.05

 

Less:

       

Amortization

44,840

 

0.37

 

Share-based compensation

4,199

 

0.03

 

Special charges

5,413

 

0.04

 

Other (income) expense, net

(1,103)

 

(0.01)

 

GAAP-based provision for (recovery of) income taxes

9,885

 

0.08

 

Non-GAAP-based provision for income taxes

(22,670)

 

(0.18)

 

GAAP-based net income, attributable to OpenText

$

88,111

 

$

0.72

 


 

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2014.

(In thousands except for per share amounts)

 

Year Ended
June 30, 2014

 

GAAP-based

Measures

GAAP-based Measures

% of Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Revenue

Cost of revenues

                     

Cloud services

$

135,472

     

$

(342)

 

(1)

$

135,130

     

Customer support

95,980

     

(754)

 

(1)

95,226

     

Professional service and other

196,939

     

(855)

 

(1)

196,084

     

Amortization of acquired technology-based intangible assets

69,917

     

(69,917)

 

(2)

     

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

1,113,029

 

68.5

%

71,868

 

(3)

1,184,897

 

72.9

%

Operating expenses

                     

Research and development

176,834

     

(2,356)

 

(1)

174,478

     

Sales and marketing

345,643

     

(7,312)

 

(1)

338,331

     

General and administrative

142,450

     

(8,287)

 

(1)

134,163

     

Amortization of acquired customer-based intangible assets

81,023

     

(81,023)

 

(2)

     

Special charges

31,314

     

(31,314)

 

(4)

     

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

300,528

 

18.5

%

202,160

 

(5)

502,688

 

30.9

%

Other income (expense), net

3,941

     

(3,941)

 

(6)

     

Provision for (recovery of) income taxes

58,461

     

9,569

 

(7)

68,030

     

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

218,125

     

188,650

 

(8)

406,775

     

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

$

1.81

     

$

1.56

 

(8)

$

3.37

     

 

(1)

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

(2)

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

(3)

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

(4)

Adjustment relates to the exclusion of Special charges from our Non-GAAP-based operating expenses as Special charges are generally incurred in the periods following the relevant acquisitions and 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 revenue.

(6)

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

(7)

Adjustment relates to differences between the GAAP-based tax provision of approximately 21% and a Non-GAAP-based tax rate of 14.3%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating Non-GAAP-based adjusted net income.

(8)

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

 

 

Year Ended
June 30, 2014

     

Per share diluted

Non-GAAP-based net income, attributable to OpenText

$

406,775

 

$

3.37

 

Less:

       

Amortization

150,940

 

1.25

 

Share-based compensation

19,906

 

0.17

 

Special charges

31,314

 

0.26

 

Other (income) expense, net

(3,941)

 

(0.03)

 

GAAP-based provision for (recovery of) income taxes

58,461

 

0.48

 

Non-GAAP-based provision for income taxes

(68,030)

 

(0.57)

 

GAAP-based net income, attributable to OpenText

$

218,125

 

$

1.81

 

 

 

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2014.

(In thousands except for per share amounts)

 

Three Months Ended
March 31, 2014

 

GAAP-based

Measures

GAAP-based Measures

% of Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Revenue

Cost of revenues

                     

Cloud services

$

49,464

     

$

(167)

 

(1)

$

49,297

     

Customer support

25,206

     

(138)

 

(1)

25,068

     

Professional service and other

49,218

     

(245)

 

(1)

48,973

     

Amortization of acquired technology-based intangible assets

17,147

     

(17,147)

 

(2)

     

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

298,192

 

67.3

%

17,697

 

(3)

315,889

 

71.3

%

Operating expenses

                     

Research and development

47,199

     

(384)

 

(1)

46,815

     

Sales and marketing

93,700

     

(1,926)

 

(1)

91,774

     

General and administrative

39,336

     

(1,558)

 

(1)

37,778

     

Amortization of acquired customer-based intangible assets

24,679

     

(24,679)

 

(2)

     

Special charges

15,902

     

(15,902)

 

(4)

     

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

66,849

 

15.1

%

62,146

 

(5)

128,995

 

29.1

%

Other income (expense), net

1,652

     

(1,652)

 

(6)

     

Provision for (recovery of) income taxes

12,971

     

3,814

 

(7)

16,785

     

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

45,884

     

56,680

 

(8)

102,564

     

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

$

0.38

     

$

0.46

 

(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 revenue.

(4)

Adjustment relates to the exclusion of Special charges from our Non-GAAP-based operating expenses as Special charges are generally incurred in the periods following the relevant acquisitions and 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 revenue.

(6)

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

(7)

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

(8)

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

 

 

Three Months Ended
March 31, 2014

     

Per share diluted

Non-GAAP-based net income, attributable to OpenText

$

102,564

 

$

0.84

 

Less:

       

Amortization

41,826

 

0.34

 

Share-based compensation

4,418

 

0.04

 

Special charges

15,902

 

0.13

 

Other (income) expense, net

(1,652)

 

(0.01)

 

GAAP-based provision for (recovery of) income taxes

12,971

 

0.11

 

Non-GAAP-based provision for income taxes

(16,785)

 

(0.15)

 

GAAP-based net income, attributable to OpenText

$

45,884

 

$

0.38

 


 

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the nine months ended March 31, 2014.

(In thousands except for per share amounts)

 

Nine Months Ended
March 31, 2014

 

GAAP-based

Measures

GAAP-based Measures

% of Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Revenue

Cost of revenues

                     

Cloud services

$

79,692

     

$

(145)

 

(1)

$

79,547

     

Customer support

71,785

     

(547)

 

(1)

71,238

     

Professional service and other

145,898

     

(743)

 

(1)

145,155

     

Amortization of acquired technology-based intangible assets

51,712

     

(51,712)

 

(2)

     

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

771,767

 

68.3

%

53,147

 

(3)

824,914

 

73.0

%

Operating expenses

                     

Research and development

129,332

     

(1,906)

 

(1)

127,426

     

Sales and marketing

244,403

     

(6,200)

 

(1)

238,203

     

General and administrative

101,037

     

(6,166)

 

(1)

94,871

     

Amortization of acquired customer-based intangible assets

54,388

     

(54,388)

 

(2)

     

Special charges

25,901

     

(25,901)

 

(4)

     

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

192,823

 

17.1

%

147,708

 

(5)

340,531

 

30.1

%

Other income (expense), net

2,838

     

(2,838)

 

(6)

     

Provision for (recovery of) income taxes

48,576

     

(3,216)

 

(7)

45,360

     

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

130,014

     

148,086

 

(8)

278,100

     

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

$

1.08

     

$

1.24

 

(8)

$

2.32

     

 

(1)

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

(2)

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

(3)

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

(4)

Adjustment relates to the exclusion of Special charges from our Non-GAAP-based operating expenses as Special charges are generally incurred in the periods following the relevant acquisitions and 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 revenue.

(6)

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

(7)

Adjustment relates to differences between the GAAP-based tax provision of approximately 27% and a Non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating Non-GAAP-based adjusted net income.

(8)

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

 

 

Nine Months Ended
March 31, 2014

     

Per share diluted

Non-GAAP-based net income, attributable to OpenText

$

278,100

 

$

2.32

 

Less:

       

Amortization

106,100

 

0.88

 

Share-based compensation

15,707

 

0.13

 

Special charges

25,901

 

0.22

 

Other (income) expense, net

(2,838)

 

(0.02)

 

GAAP-based provision for (recovery of) income taxes

48,576

 

0.40

 

Non-GAAP-based provision for income taxes

(45,360)

 

(0.37)

 

GAAP-based net income, attributable to OpenText

$

130,014

 

$

1.08

 

 

 

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

(In thousands except for per share amounts)

 

Three Months Ended
June 30, 2013

 

GAAP-based

Measures

GAAP-based Measures

% of Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Revenue

Cost of revenues:

                     

Cloud services

$

17,696

     

$

(48)

 

(1)

$

17,648

     

Customer support

25,351

     

(159)

 

(1)

25,192

     

Professional service and other

47,879

     

(255)

 

(1)

47,624

     

Amortization of acquired technology-based intangible assets

23,579

     

(23,579)

 

(2)

     

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

229,233

 

66.0

%

24,041

 

(3)

253,274

 

72.9

%

Operating expenses

                     

Research and development

42,383

     

(526)

 

(1)

41,857

     

Sales and marketing

79,338

     

(2,476)

 

(1)

76,862

     

General and administrative

27,857

     

(1,958)

 

(1)

25,899

     

Amortization of acquired customer-based intangible assets

17,197

     

(17,197)

 

(2)

     

Special charges

6,767

     

(6,767)

 

(4)

     

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

49,473

 

14.2

%

52,965

 

(5)

102,438

 

29.5

%

Other income (expense), net

(4,180)

     

4,180

 

(6)

     

Provision for (recovery of) income taxes

(869)

     

14,652

 

(7)

13,783

     

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

42,172

     

42,493

 

(8)

84,665

     

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

$

0.36

     

$

0.36

 

(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 revenue.

(4)

Adjustment relates to the exclusion of Special charges from our Non-GAAP-based operating expenses as Special charges are generally incurred in the periods following the relevant acquisitions and 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 revenue.

(6)

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

(7)

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

(8)

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

 

 

Three Months Ended
June 30, 2013

     

Per share diluted

Non-GAAP-based net income, attributable to OpenText

$

84,665

 

$

0.72

 

Less:

       

Amortization

40,776

 

0.34

 

Share-based compensation

5,422

 

0.05

 

Special charges

6,767

 

0.06

 

Other (income) expense, net

4,180

 

0.04

 

GAAP-based provision for (recovery of) income taxes

(869)

 

(0.01)

 

Non-GAAP-based provision for income taxes

(13,783)

 

(0.12)

 

GAAP-based net income, attributable to OpenText

$

42,172

 

$

0.36

 

 


 

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

(In thousands except for per share amounts)

 

Year Ended
June 30, 2013

 

GAAP-based

Measures

GAAP-based Measures

% of Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Revenue

Cost of revenues:

                     

Cloud services

$

72,365

     

$

(128)

 

(1)

$

72,237

     

Customer support

106,948

     

(434)

 

(1)

106,514

     

Professional service and other

196,874

     

(915)

 

(1)

195,959

     

Amortization of acquired technology-based intangible assets

93,610

     

(93,610)

 

(2)

     

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

877,432

 

64.4

%

95,087

 

(3)

972,519

 

71.3

%

Operating expenses

                     

Research and development

164,010

     

(1,693)

 

(1)

162,317

     

Sales and marketing

289,157

     

(8,429)

 

(1)

280,728

     

General and administrative

109,325

     

(3,976)

 

(1)

105,349

     

Amortization of acquired customer-based intangible assets

68,745

     

(68,745)

 

(2)

     

Special charges

24,034

     

(24,034)

 

(4)

     

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

197,665

 

14.5

%

201,964

 

(5)

399,629

 

29.3

%

Other income (expense), net

(2,473)

     

2,473

 

(6)

     

Provision for (recovery of) income taxes

29,690

     

23,881

 

(7)

53,571

     

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

148,520

     

180,556

 

(8)

329,076

     

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

$

1.26

     

$

1.53

 

(8)

$

2.79

     

 

(1)

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

(2)

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

(3)

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

(4)

Adjustment relates to the exclusion of Special charges from our Non-GAAP-based operating expenses as Special charges are generally incurred in the periods following the relevant acquisitions and 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 revenue.

(6)

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

(7)

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

(8)

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

 

 

Year Ended
June 30, 2013

     

Per share diluted

Non-GAAP-based net income, attributable to OpenText

$

329,076

 

$

2.79

 

Less:

       

Amortization

162,355

 

1.37

 

Share-based compensation

15,575

 

0.13

 

Special charges

24,034

 

0.20

 

Other (income) expense, net

2,473

 

0.02

 

GAAP-based provision for (recovery of) income taxes

29,690

 

0.25

 

Non-GAAP-based provision for income taxes

(53,571)

 

(0.44)

 

GAAP-based net income, attributable to OpenText

$

148,520

 

$

1.26

 

 

(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, 2014 and 2013:

 

 

Three Months Ended
June 30, 2014

 

Three Months Ended
June 30, 2013

Currencies

% of Revenue

% of Expenses*

 

% of Revenue

% of Expenses*

EURO

25

%

18

%

 

26

%

17

%

GBP

9

%

10

%

 

8

%

8

%

CAD

5

%

12

%

 

6

%

19

%

USD

49

%

42

%

 

49

%

42

%

Other

12

%

18

%

 

11

%

14

%

Total

100

%

100

%

 

100

%

100

%

 

 

Year Ended
June 30, 2014

 

Year Ended
June 30, 2013

Currencies

% of Revenue

% of Expenses*

 

% of Revenue

% of Expenses*

EURO

27

%

18

%

 

26

%

17

%

GBP

9

%

9

%

 

8

%

8

%

CAD

5

%

15

%

 

6

%

18

%

USD

48

%

42

%

 

49

%

43

%

Other

11

%

16

%

 

11

%

14

%

Total

100

%

100

%

 

100

%

100

%

 

*Expenses include all cost of revenues and operating expenses included within the Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and Special charges.