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      OpenText Reports Third Quarter Fiscal Year 2021 Financial Results


      News provided by

      Open Text Corporation

      May 06, 2021, 16:01 ET

      Share this article

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      Record Annual Recurring Revenues (ARR), Record Cloud Revenues

      WATERLOO, ON, May 6, 2021 /PRNewswire/ --

      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

      $832.9

      $807.9


      $691.8

      $673.8


      $355.8

      $350.0

      +2.2%

      (0.8)%


      +4.4%

      +1.7%


      +4.8%

      +3.1%

      Annual Recurring Revenues represent 83% of Total Revenues

      • Operating cash flows were $63.6 million and free cash flows were $50.3 million, which include an IRS settlement payment of $290.0 million
      • GAAP-based net income of $91.5 million, up 252.4% Y/Y, margin of 11.0%, up 780 basis points Y/Y
      • Adjusted EBITDA of $297.1 million, up 14.5%, margin of 35.7%, up 390 basis points Y/Y
      • GAAP-based diluted EPS of $0.33, up 230.0% Y/Y
      • Non-GAAP diluted EPS of $0.75, up 23.0%, and $0.71 in constant currency, up 16.4% Y/Y

      Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), "The Information Company," today announced its financial results for the third quarter ended March 31, 2021.

      "The shift to modern work, digital customer experiences, supply chain retooling and continued economic stimulus are creating positive demand for OpenText Cloud Editions ™ and other services," said Mark J. Barrenechea, OpenText CEO & CTO. "OpenText delivered a robust quarter with organic revenue growth in Annual Recurring Revenues (ARR) and Cloud services and subscriptions, driving Total Growth and profitability across the organization. Total revenues in the quarter grew 2.2% year-over-year to $832.9 million, Cloud services and subscriptions revenues grew 4.8% year-over-year to a record $355.8 million.  Annual Recurring Revenues grew to a record $691.8 million, up 4.4% year-over-year, representing 83% of total revenues.  We are well positioned to grow and extend our leadership in Information Management as we focus on expanding our global sales initiatives and capturing market share."

      "OpenText Cloud Editions – The Ultimate Cloud™ brings together everything a company needs to accelerate their digital transformation, grow, engage with their customers, and stay ahead of the competition," said Mr. Barrenechea. "With flexible deployment options and secure, purpose-built solutions to support modern work, OpenText's complete Information Management suite continues to be vital for companies of all sizes. Through our GROW with OpenText program, we will continue to successfully deliver compelling innovations that provide our customers with a competitive digital advantage."

      "In Q3 we continued on our proven path, achieving excellence in operational performance while investing in initiatives to drive organic growth," said OpenText EVP, CFO, Madhu Ranganathan.  "We delivered $297.1 million of Adjusted EBITDA and $63.6 million of free cash flows, which include the IRS settlement payment of $290.0 million, and we continue to focus on generating consistent free cash flows. Our balance sheet and liquidity position remain strong with approximately $1.5 billion of cash after the IRS settlement payment and a 1.6x net leverage ratio, giving us the financial strength and flexibility to invest in future growth and deploy capital for the right acquisitions."

      Financial Highlights for Q3 Fiscal 2021 with Year Over Year Comparisons


      Summary of Quarterly Results

      (In millions, except per share data)

      Q3 FY'21

      Q3 FY'20

      $ Change 

      % Change 

      (Y/Y)


      Q3 FY'21
      in CC*

      % Change
      in CC*


      Revenues:









      Cloud services and subscriptions

      $355.8


      $339.5


      $16.4


      4.8

      %


      $350.0


      3.1

      %


      Customer support

      335.9


      322.9


      13.1


      4.0

      %


      323.8


      0.3

      %


      Total annual recurring revenues**

      $691.8


      $662.3


      $29.4


      4.4

      %


      $673.8


      1.7

      %


      License

      76.3


      81.1


      (4.8)


      (5.9)

      %


      72.2


      (10.9)

      %


      Professional service and other

      64.9


      71.3


      (6.4)


      (9.0)

      %


      61.8


      (13.3)

      %


      Total revenues

      $832.9


      $814.7


      $18.3


      2.2

      %


      $807.9


      (0.8)

      %


      GAAP-based operating income

      $152.4


      $95.1


      $57.3


      60.3

      %


      N/A


      N/A



      Non-GAAP-based operating income (1)

      $275.2


      $234.7


      $40.5


      17.3

      %


      $263.4


      12.2

      %


      GAAP-based net income attributable to OpenText

      $91.5


      $26.0


      $65.5


      252.4

      %


      N/A


      N/A



      GAAP-based EPS, diluted

      $0.33


      $0.10


      $0.23


      230.0

      %


      N/A


      N/A



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

      $0.75


      $0.61


      $0.14


      23.0

      %


      $0.71


      16.4

      %


      Adjusted EBITDA (1)

      $297.1


      $259.5


      $37.7


      14.5

      %


      $285.2


      9.9

      %


      Operating cash flows

      $63.6


      $329.6


      ($266.0)


      (80.7)

      %


      N/A


      N/A



      Free cash flows (1)

      $50.3


      $312.8


      ($262.5)


      (83.9)

      %


      N/A


      N/A



      Summary of YTD Results








      (In millions, except per share data)

      FY'21 YTD

      FY'20 YTD

      $ Change 

      % Change 

      (Y/Y)


      FY'21 YTD
      in CC*

      % Change
      in CC*


      Revenues:









      Cloud services and subscriptions

      $1,047.3


      $825.1


      $222.2


      26.9

      %


      $1,036.9


      25.7

      %


      Customer support

      999.8


      950.7


      49.1


      5.2

      %


      977.9


      2.9

      %


      Total annual recurring revenues**

      $2,047.1


      $1,775.7


      $271.4


      15.3

      %


      $2,014.8


      13.5

      %


      License

      252.2


      297.0


      (44.9)


      (15.1)

      %


      243.5


      (18.0)

      %


      Professional service and other

      193.3


      210.3


      (17.0)


      (8.1)

      %


      187.0


      (11.1)

      %


      Total revenues

      $2,492.6


      $2,283.1


      $209.5


      9.2

      %


      $2,445.4


      7.1

      %


      GAAP-based operating income

      $569.2


      $412.3


      $156.9


      38.1

      %


      N/A


      N/A



      Non-GAAP-based operating income (1)

      $936.1


      $765.0


      $171.1


      22.4

      %


      $908.2


      18.7

      %


      GAAP-based net income attributable to OpenText

      $129.4


      $207.8


      ($78.4)


      (37.7)

      %


      N/A


      N/A



      GAAP-based EPS, diluted

      $0.47


      $0.77


      ($0.30)


      (39.0)

      %


      N/A


      N/A



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

      $2.59


      $2.09


      $0.50


      23.9

      %


      $2.50


      19.6

      %


      Adjusted EBITDA (1)

      $1,000.2


      $830.7


      $169.5


      20.4

      %


      $971.9


      17.0

      %


      Operating cash flows

      $579.9


      $674.3


      ($94.4)


      (14.0)

      %


      N/A


      N/A



      Free cash flows (1)

      $543.7


      $619.3


      ($75.6)


      (12.2)

      %


      N/A


      N/A





      (1)

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



      (2)

      Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period.



      Note:

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



      *CC:

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

      **

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

      Dividend Program

      As part of our quarterly, non-cumulative cash dividend program, the Board declared on May 5, 2021 a cash dividend of $0.2008 per common share. The record date for this dividend is June 4, 2021 and the payment date is June 25, 2021. 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 AccessDx, Achievers, AIA Philam Life, Central 1, Impulse Dynamics, Johnson & Johnson, Maersk, New Balance Athletic Shoe, Inc., Royal Bank of Canada, State of Qatar Ministry of Interior, Uniper and Vitesco Technologies
      • Launched OpenText World Europe and Asia Pacific
      • Announced the release of Cloud Editions 21.2, enabling organizations to GROW with OpenText
      • Announced new Content Services platform to power modern work in the Cloud
      • OpenText Migrate achieved AWS Outposts Ready designation
      • Announced OpenText™ EnCase Endpoint Security is now certified on Microsoft Azure
      • Launched Webroot Business Management Console 6.0
      • Appointed Kristina Lengyel as Executive Vice President, Customer Solutions
      • Appointed Renee McKenzie as Senior Vice President, Chief Information Officer

      Summary of Quarterly Results







      Q3 FY'21

      Q2 FY'21

      Q3 FY'20

      % Change 

      (Q3 FY'21 vs Q2 FY'21)


      % Change

      (Q3 FY'21 vs Q3 FY'20)


      Revenue (millions)

      $832.9


      $855.6


      $814.7


      (2.7)

      %


      2.2

      %


      GAAP-based gross margin

      68.6

      %

      70.5

      %

      65.4

      %

      (190)


      bps

      320


      bps

      GAAP-based earnings (loss) per share, diluted

      $0.33


      ($0.24)


      $0.10


      (237.5)

      %


      230.0

      %


      Non-GAAP-based gross margin (1)

      75.2

      %

      77.1

      %

      73.3

      %

      (190)


      bps

      190


      bps

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

      $0.75


      $0.95


      $0.61


      (21.1)

      %


      23.0

      %




      (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 May 6, 2021 at 7:00 p.m. ET through 11:59 p.m. on May 20, 2021 and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 6557 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-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, powered by OpenText Cloud Editions. 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, 2021 (Fiscal 2021) on growth, future cloud growth and market share gains, generating substantial long-term value for shareholders, the financial and operational impact of the COVID-19 pandemic, 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 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, potential share repurchases pursuant to its Repurchase Plan, future tax rates, new platform and product offerings, scaling OpenText to new levels in Fiscal 2021 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 which include, but are not limited to, actual and potential risks and uncertainties relating to the ultimate spread of COVID-19, the severity of the disease and the duration of the COVID-19 pandemic. 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 ©2021 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, 2021


      June 30, 2020

      ASSETS

      (unaudited)



      Cash and cash equivalents

      $

      1,475,626



      $

      1,692,850


      Accounts receivable trade, net of allowance for credit losses of $22,931 as of March 31, 2021 and $20,906 as of June 30, 2020

      402,672



      466,357


      Contract assets

      26,276



      29,570


      Income taxes recoverable

      17,026



      61,186


      Prepaid expenses and other current assets

      140,576



      136,436


      Total current assets

      2,062,176



      2,386,399


      Property and equipment

      230,517



      244,555


      Operating lease right of use assets

      226,021



      207,869


      Long-term contract assets

      18,594



      15,427


      Goodwill

      4,688,449



      4,672,356


      Acquired intangible assets

      1,291,796



      1,612,564


      Deferred tax assets

      833,369



      911,565


      Other assets

      174,965



      154,467


      Long-term income taxes recoverable

      30,734



      29,620


      Total assets

      $

      9,556,621



      $

      10,234,822


      LIABILITIES AND SHAREHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued liabilities

      $

      372,819



      $

      373,314


      Current portion of long-term debt

      10,000



      610,000


      Operating lease liabilities

      56,143



      64,071


      Deferred revenues

      873,581



      812,218


      Income taxes payable

      26,481



      44,630


      Total current liabilities

      1,339,024



      1,904,233


      Long-term liabilities:




      Accrued liabilities

      27,849



      34,955


      Pension liability

      80,649



      73,129


      Long-term debt

      3,580,206



      3,584,311


      Long-term operating lease liabilities

      217,584



      217,165


      Long-term deferred revenues

      99,679



      94,382


      Long-term income taxes payable

      31,974



      171,200


      Deferred tax liabilities

      147,731



      148,738


      Total long-term liabilities

      4,185,672



      4,323,880


      Shareholders' equity:




      Share capital and additional paid-in capital




      272,973,445 and 271,863,354 Common Shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively; authorized Common Shares: unlimited

      1,915,759



      1,851,777


      Accumulated other comprehensive income

      54,074



      17,825


      Retained earnings

      2,130,047



      2,159,396


      Treasury stock, at cost (1,567,664 and 622,297 shares at March 31, 2021 and June 30, 2020, respectively)

      (69,386)



      (23,608)


      Total OpenText shareholders' equity

      4,030,494



      4,005,390


      Non-controlling interests

      1,431



      1,319


      Total shareholders' equity

      4,031,925



      4,006,709


      Total liabilities and shareholders' equity

      $

      9,556,621



      $

      10,234,822


      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,


      2021


      2020


      2021


      2020

      Revenues:








      Cloud services and subscriptions

      $

      355,845



      $

      339,463



      $

      1,047,285



      $

      825,068


      Customer support

      335,915



      322,865



      999,806



      950,671


      License

      76,299



      81,055



      252,170



      297,048


      Professional service and other

      64,872



      71,296



      193,327



      210,337


      Total revenues

      832,931



      814,679



      2,492,588



      2,283,124


      Cost of revenues:








      Cloud services and subscriptions

      123,729



      127,565



      354,235



      333,371


      Customer support

      30,953



      32,151



      89,815



      91,326


      License

      2,810



      2,544



      9,601



      7,917


      Professional service and other

      50,321



      56,526



      143,521



      164,468


      Amortization of acquired technology-based intangible assets

      53,453



      63,401



      165,581



      145,998


      Total cost of revenues

      261,266



      282,187



      762,753



      743,080


      Gross profit

      571,665



      532,492



      1,729,835



      1,540,044


      Operating expenses:








      Research and development

      110,071



      108,184



      304,212



      269,645


      Sales and marketing

      158,687



      166,234



      438,984



      432,162


      General and administrative

      71,548



      68,828



      190,502



      174,958


      Depreciation

      21,961



      24,820



      64,244



      65,809


      Amortization of acquired customer-based intangible assets

      54,156



      59,943



      164,075



      160,561


      Special charges (recoveries)

      2,846



      9,406



      (1,404)



      24,579


      Total operating expenses

      419,269



      437,415



      1,160,613



      1,127,714


      Income from operations

      152,396



      95,077



      569,222



      412,330


      Other income (expense), net

      8,283



      (18,923)



      16,417



      (19,736)


      Interest and other related expense, net

      (37,333)



      (41,263)



      (114,017)



      (105,849)


      Income before income taxes

      123,346



      34,891



      471,622



      286,745


      Provision for (recovery of) income taxes

      31,818



      8,891



      342,121



      78,800


      Net income for the period

      $

      91,528



      $

      26,000



      $

      129,501



      $

      207,945


      Net (income) loss attributable to non-controlling interests

      (38)



      (35)



      (112)



      (112)


      Net income attributable to OpenText

      $

      91,490



      $

      25,965



      $

      129,389



      $

      207,833


      Earnings per share—basic attributable to OpenText

      $

      0.34



      $

      0.10



      $

      0.47



      $

      0.77


      Earnings per share—diluted attributable to OpenText

      $

      0.33



      $

      0.10



      $

      0.47



      $

      0.77


      Weighted average number of Common Shares outstanding—basic (in '000's)

      272,832



      271,221



      272,414



      270,559


      Weighted average number of Common Shares outstanding—diluted (in '000's)

      273,924



      272,202



      273,312



      271,643


      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,


      2021


      2020


      2021


      2020

      Net income for the period

      $

      91,528



      $

      26,000



      $

      129,501



      $

      207,945


      Other comprehensive income (loss)—net of tax:








      Net foreign currency translation adjustments

      (12,568)



      (15,484)



      36,142



      (16,220)


      Unrealized gain (loss) on cash flow hedges:








      Unrealized gain (loss) - net of tax expense (recovery) effect of $246 and ($1,276) for the three months ended March 31, 2021 and 2020, respectively; $1,302 and ($1,181) for the nine months ended March 31, 2021 and 2020, respectively

      681



      (3,539)



      3,608



      (3,278)


      (Gain) loss reclassified into net income - net of tax (expense) recovery effect of ($399) and $121 for the three months ended March 31, 2021 and 2020, respectively; ($682) and $98 for the nine months ended March 31, 2021 and 2020, respectively

      (1,108)



      337



      (1,892)



      273


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








      Actuarial gain (loss) - net of tax expense (recovery) effect of $944 and $1,495 for the three months ended March 31, 2021 and 2020, respectively; ($413) and $1,554 for the nine months ended March 31, 2021 and 2020, respectively

      344



      3,309



      (2,342)



      3,923


      Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $95 and $203 for the three months ended March 31, 2021 and 2020, respectively; $275 and $446 for the nine months ended March 31, 2021 and 2020, respectively

      249



      153



      733



      644


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

      (12,402)



      (15,224)



      36,249



      (14,658)


      Total comprehensive income

      79,126



      10,776



      165,750



      193,287


      Comprehensive (income) loss attributable to non-controlling interests

      (38)



      (35)



      (112)



      (112)


      Total comprehensive income attributable to OpenText

      $

      79,088



      $

      10,741



      $

      165,638



      $

      193,175


      OPEN TEXT CORPORATION
      CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
      (In thousands of U.S. dollars and shares)
      |
      (unaudited)



      Three Months Ended March 31, 2021


      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, 2020

      272,589



      $

      1,889,857



      (1,101)



      $

      (47,555)



      $

      2,093,076



      $

      66,476



      $

      1,393



      $

      4,003,247


      Issuance of Common Shares
















      Under employee stock option plans

      219



      8,270



      —



      —



      —



      —



      —



      8,270


      Under employee stock purchase plans

      165



      6,421



      —



      —



      —



      —



      —



      6,421


      Share-based compensation

      —



      12,357



      —



      —



      —



      —



      —



      12,357


      Purchase of treasury stock

      —



      —



      (490)



      (22,977)



      —



      —



      —



      (22,977)


      Issuance of treasury stock

      —



      (1,146)



      23



      1,146



      —



      —



      —



      —


      Dividends declared

      ($0.2008 per Common Share)

      —



      —



      —



      —



      (54,519)



      —



      —



      (54,519)


      Other comprehensive income (loss) - net

      —



      —



      —



      —



      —



      (12,402)



      —



      (12,402)


      Net income for the quarter

      —



      —



      —



      —



      91,490



      —



      38



      91,528


      Balance as of March 31, 2021

      272,973



      $

      1,915,759



      (1,568)



      $

      (69,386)



      $

      2,130,047



      $

      54,074



      $

      1,431



      $

      4,031,925



      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 quarter

      —



      —



      —



      —



      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



      Nine Months Ended March 31, 2021


      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, 2020

      271,863



      $

      1,851,777



      (622)



      $

      (23,608)



      $

      2,159,396



      $

      17,825



      $

      1,319



      $

      4,006,709


      Adoption of ASU 2016-13 - cumulative effect, net

      —



      —



      —



      —



      (2,450)



      —



      —



      (2,450)


      Issuance of Common Shares
















      Under employee stock option plans

      743



      23,768



      —



      —



      —



      —



      —



      23,768


      Under employee stock purchase plans

      367



      13,974



      193



      6,690



      —



      —



      —



      20,664


      Share-based compensation

      —



      38,619



      —



      —



      —



      —



      —



      38,619


      Purchase of treasury stock

      —



      —



      (1,455)



      (64,847)



      —



      —



      —



      (64,847)


      Issuance of treasury stock

      —



      (12,379)



      316



      12,379



      —



      —



      —



      —


      Dividends declared

      ($0.5762 per Common Share)

      —



      —



      —



      —



      (156,288)



      —



      —



      (156,288)


      Other comprehensive income (loss) - net

      —



      —



      —



      —



      —



      36,249



      —



      36,249


      Net income for the period

      —



      —



      —



      —



      129,389



      —



      112



      129,501


      Balance as of March 31, 2021

      272,973



      $

      1,915,759



      (1,568)



      $

      (69,386)



      $

      2,130,047



      $

      54,074



      $

      1,431



      $

      4,031,925



      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


      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,


      2021


      2020


      2021


      2020

      Cash flows from operating activities:








      Net income for the period

      $

      91,528



      $

      26,000



      $

      129,501



      $

      207,945


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








      Depreciation and amortization of intangible assets

      129,570



      148,164



      393,900



      372,368


      Share-based compensation expense

      12,357



      6,856



      38,619



      21,530


      Pension expense

      1,550



      1,428



      4,670



      4,323


      Amortization of debt issuance costs

      1,141



      1,227



      3,395



      3,503


      Loss on extinguishment of debt

      —



      17,854



      —



      17,854


      Loss on sale and write down of property and equipment

      1,026



      —



      1,979



      —


      Deferred taxes

      447



      2,543



      80,844



      36,711


      Share in net (income) loss of equity investees

      (11,765)



      (4,527)



      (20,020)



      (6,475)


      Changes in operating assets and liabilities:








      Accounts receivable

      54,345



      83,590



      87,072



      86,188


      Contract assets

      (8,842)



      (9,006)



      (29,035)



      (26,665)


      Prepaid expenses and other current assets

      (10,494)



      (6,854)



      (2,528)



      (7,355)


      Income taxes

      (286,435)



      (33,717)



      (117,594)



      (34,608)


      Accounts payable and accrued liabilities

      9,211



      (9,028)



      (27,327)



      (42,263)


      Deferred revenue

      81,247



      102,373



      62,600



      38,280


      Other assets

      2,232



      5,079



      765



      7,436


      Operating lease assets and liabilities, net

      (3,546)



      (2,381)



      (26,910)



      (4,486)


      Net cash provided by operating activities

      63,572



      329,601



      579,931



      674,286


      Cash flows from investing activities:








      Additions of property and equipment

      (13,311)



      (16,793)



      (36,267)



      (55,005)


      Purchase of XMedius

      —



      (73,335)



      444



      (73,335)


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

      —



      (88,458)



      —



      (1,305,097)


      Purchase of Dynamic Solutions Group Inc.

      —



      —



      (371)



      (4,149)


      Other investing activities

      (648)



      (5,803)



      (2,018)



      (11,344)


      Net cash used in investing activities

      (13,959)



      (184,389)



      (38,212)



      (1,448,930)


      Cash flows from financing activities:








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

      16,603



      29,990



      45,780



      53,107


      Proceeds from long-term debt and Revolver

      —



      2,400,000



      —



      3,150,000


      Repayment of long-term debt and Revolver

      (2,500)



      (1,706,131)



      (607,500)



      (1,711,131)


      Debt extinguishment costs

      —



      (11,248)



      —



      (11,248)


      Debt issuance costs

      —



      (17,191)



      —



      (18,170)


      Purchase of treasury stock

      (22,977)



      —



      (64,847)



      (12,424)


      Payments of dividends to shareholders

      (54,519)



      (47,279)



      (156,288)



      (141,377)


      Net cash provided by (used in) financing activities

      (63,393)



      648,141



      (782,855)



      1,308,757


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

      (11,218)



      (15,989)



      22,553



      (20,060)


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

      (24,998)



      777,364



      (218,583)



      514,053


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

      1,503,678



      680,232



      1,697,263



      943,543


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

      $

      1,478,680



      $

      1,457,596



      $

      1,478,680



      $

      1,457,596


      Reconciliation of cash, cash equivalents and restricted cash:

      March 31, 2021


      March 31, 2020

      Cash and cash equivalents

      $

      1,475,626



      $

      1,452,570


      Restricted cash (1)

      3,054



      5,026


      Total cash, cash equivalents and restricted cash

      $

      1,478,680



      $

      1,457,596






      (1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets.


       

      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 is 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 (loss) or earnings (loss) 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 GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense.



      Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income (loss), 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). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total 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. 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-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, 2021

      (In thousands, except for per share data)


      Three Months Ended March 31, 2021


      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

      $

      123,729



      $

      (505)


      (1)

      $

      123,224



      Customer support

      30,953



      (464)


      (1)

      30,489



      Professional service and other

      50,321



      (684)


      (1)

      49,637



      Amortization of acquired technology-based intangible assets

      53,453



      (53,453)


      (2)

      —



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

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

      571,665


      68.6%

      55,106


      (3)

      626,771


      75.2%

      Operating expenses







      Research and development

      110,071



      (2,146)


      (1)

      107,925



      Sales and marketing

      158,687



      (4,580)


      (1)

      154,107



      General and administrative

      71,548



      (3,978)


      (1)

      67,570



      Amortization of acquired customer-based intangible assets

      54,156



      (54,156)


      (2)

      —



      Special charges (recoveries)

      2,846



      (2,846)


      (4)

      —



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

      152,396



      122,812


      (5)

      275,208



      Other income (expense), net

      8,283



      (8,283)


      (6)

      —



      Provision for (recovery of) income taxes

      31,818



      1,485


      (7)

      33,303



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

      91,490



      113,044


      (8)

      204,534



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

      $

      0.33



      $

      0.42


      (8)

      $

      0.75





      (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 investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.



      (7)

      Adjustment relates to differences between the GAAP-based tax provision rate of approximately 26% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization 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, 2021



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      91,490


      $

      0.33


      Add:



      Amortization

      107,609


      0.39


      Share-based compensation

      12,357


      0.05


      Special charges (recoveries)

      2,846


      0.01


      Other (income) expense, net

      (8,283)


      (0.03)


      GAAP-based provision for (recovery of) income taxes

      31,818


      0.12


      Non-GAAP-based provision for income taxes

      (33,303)


      (0.12)


      Non-GAAP-based net income, attributable to OpenText

      $

      204,534


      $

      0.75



      Reconciliation of Adjusted EBITDA



      Three Months Ended March 31, 2021

      GAAP-based net income, attributable to OpenText

      $

      91,490


      Add:


      Provision for (recovery of) income taxes

      31,818


      Interest and other related expense, net

      37,333


      Amortization of acquired technology-based intangible assets

      53,453


      Amortization of acquired customer-based intangible assets

      54,156


      Depreciation

      21,961


      Share-based compensation

      12,357


      Special charges (recoveries)

      2,846


      Other (income) expense, net

      (8,283)


      Adjusted EBITDA

      $

      297,131




      GAAP-based net income margin

      11.0

      %

      Adjusted EBITDA margin

      35.7

      %

      Reconciliation of Free cash flows



      Three Months Ended March 31, 2021

      GAAP-based cash flows provided by operating activities

      $

      63,572


      Add:


      Capital expenditures (1)

      (13,311)


      Free cash flows

      $

      50,261




      (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.


       

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

      for the nine months ended March 31, 2021

      (In thousands, except for per share data)


      Nine Months Ended March 31, 2021


      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

      $

      354,235



      $

      (2,484)


      (1)

      $

      351,751



      Customer support

      89,815



      (1,405)


      (1)

      88,410



      Professional service and other

      143,521



      (1,867)


      (1)

      141,654



      Amortization of acquired technology-based intangible assets

      165,581



      (165,581)


      (2)

      —



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

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

      1,729,835


      69.4%

      171,337


      (3)

      1,901,172


      76.3%

      Operating expenses







      Research and development

      304,212



      (7,195)


      (1)

      297,017



      Sales and marketing

      438,984



      (13,594)


      (1)

      425,390



      General and administrative

      190,502



      (12,074)


      (1)

      178,428



      Amortization of acquired customer-based intangible assets

      164,075



      (164,075)


      (2)

      —



      Special charges (recoveries)

      (1,404)



      1,404


      (4)

      —



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

      569,222



      366,871


      (5)

      936,093



      Other income (expense), net

      16,417



      (16,417)


      (6)

      —



      Provision for (recovery of) income taxes

      342,121



      (227,030)


      (7)

      115,091



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

      129,389



      577,484


      (8)

      706,873



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

      $

      0.47



      $

      2.12


      (8)

      $

      2.59





      (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 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 73% 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. The GAAP-based tax provision rate for the nine months ended March 31, 2021 includes the income tax provision charge from the IRS settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits that was recognized during the three months ended December 31, 2020.



      (8)

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




      Nine Months Ended March 31, 2021



      Per share diluted

      GAAP-based net income, attributable to OpenText

      $

      129,389


      $

      0.47


      Add:



      Amortization

      329,656


      1.21


      Share-based compensation

      38,619


      0.14


      Special charges (recoveries)

      (1,404)


      (0.01)


      Other (income) expense, net

      (16,417)


      (0.06)


      GAAP-based provision for (recovery of) income taxes

      342,121


      1.26


      Non-GAAP-based provision for income taxes

      (115,091)


      (0.42)


      Non-GAAP-based net income, attributable to OpenText

      $

      706,873


      $

      2.59


      Reconciliation of Adjusted EBITDA



      Nine Months Ended March 31, 2021

      GAAP-based net income, attributable to OpenText

      $

      129,389


      Add:


      Provision for (recovery of) income taxes

      342,121


      Interest and other related expense, net

      114,017


      Amortization of acquired technology-based intangible assets

      165,581


      Amortization of acquired customer-based intangible assets

      164,075


      Depreciation

      64,244


      Share-based compensation

      38,619


      Special charges (recoveries)

      (1,404)


      Other (income) expense, net

      (16,417)


      Adjusted EBITDA

      $

      1,000,225




      GAAP-based net income margin

      5.2

      %

      Adjusted EBITDA margin

      40.1

      %

      Reconciliation of Free cash flows



      Nine Months Ended March 31, 2021

      GAAP-based cash flows provided by operating activities

      $

      579,931


      Add:


      Capital expenditures (1)

      (36,267)


      Free cash flows

      $

      543,664




      (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.


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

      for the three months ended December 31, 2020

      (In thousands, except for per share data)


      Three Months Ended December 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

      $

      117,882



      $

      (1,143)


      (1)

      $

      116,739



      Customer support

      29,668



      (499)


      (1)

      29,169



      Professional service and other

      46,619



      (666)


      (1)

      45,953



      Amortization of acquired technology-based intangible assets

      54,091



      (54,091)


      (2)

      —



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

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

      603,082


      70.5%

      56,399


      (3)

      659,481


      77.1%

      Operating expenses







      Research and development

      100,238



      (2,707)


      (1)

      97,531



      Sales and marketing

      147,897



      (4,957)


      (1)

      142,940



      General and administrative

      62,765



      (4,554)


      (1)

      58,211



      Amortization of acquired customer-based intangible assets

      54,926



      (54,926)


      (2)

      —



      Special charges (recoveries)

      (17,494)



      17,494


      (4)

      —



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

      234,470



      106,049


      (5)

      340,519



      Other income (expense), net

      5,251



      (5,251)


      (6)

      —



      Provision for (recovery of) income taxes

      267,559



      (225,150)


      (7)

      42,409



      GAAP-based net income (loss) / Non-GAAP-based net income, attributable to OpenText

      (65,477)



      325,948


      (8)

      260,471



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

      $

      (0.24)



      $

      1.19


      (8)

      $

      0.95





      (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 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 132% 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. The GAAP-based tax provision rate for the three months ended December 31, 2020 includes an income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits.



      (8)

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




      Three Months Ended December 31, 2020



      Per share diluted*

      GAAP-based net loss, attributable to OpenText

      $

      (65,477)


      $

      (0.24)


      Add:



      Amortization

      109,017


      0.40


      Share-based compensation

      14,526


      0.05


      Special charges (recoveries)

      (17,494)


      (0.06)


      Other (income) expense, net

      (5,251)


      (0.02)


      GAAP-based provision for (recovery of) income taxes

      267,559


      0.98


      Non-GAAP-based provision for income taxes

      (42,409)


      (0.16)


      Non-GAAP-based net income, attributable to OpenText

      $

      260,471


      $

      0.95





      *Weighted average number of Common Shares - diluted (in thousands) used in the calculation of Non-GAAP-based earnings per share for the three months ended December 31, 2020 were 273,183.

      Reconciliation of Adjusted EBITDA



      Three Months Ended December 31, 2020

      GAAP-based net loss, attributable to OpenText

      $

      (65,477)


      Add:


      Provision for (recovery of) income taxes

      267,559


      Interest and other related expense, net

      37,595


      Amortization of acquired technology-based intangible assets

      54,091


      Amortization of acquired customer-based intangible assets

      54,926


      Depreciation

      20,280


      Share-based compensation

      14,526


      Special charges (recoveries)

      (17,494)


      Other (income) expense, net

      (5,251)


      Adjusted EBITDA

      $

      360,755




      GAAP-based net loss margin

      (7.7)

      %

      Adjusted EBITDA margin

      42.2

      %

      Reconciliation of Free cash flows



      Three Months Ended December 31, 2020

      GAAP-based cash flows provided by operating activities

      $

      282,455


      Add:


      Capital expenditures (1)

      (7,651)


      Free cash flows

      $

      274,804




      (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.


      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 data)


      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 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




      GAAP-based net income margin

      3.2

      %

      Adjusted EBITDA margin

      31.8

      %

      Reconciliation of Free cash flows



      Three Months Ended March 31, 2020

      GAAP-based cash flows provided by operating activities

      $

      329,601


      Add:


      Capital expenditures (1)

      (16,793)


      Free cash flows

      $

      312,808




      (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.


      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 data)


      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 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




      GAAP-based net income margin

      9.1

      %

      Adjusted EBITDA margin

      36.4

      %

      Reconciliation of Free cash flows



      Nine Months Ended March 31, 2020

      GAAP-based cash flows provided by operating activities

      $

      674,286


      Add:


      Capital expenditures (1)

      (55,005)


      Free cash flows

      $

      619,281




      (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.

      (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, 2021 and 2020:






      Three Months Ended March 31, 2021


      Three Months Ended March 31, 2020

      Currencies

      % of Revenue

      % of Expenses* 


      % of Revenue

      % of Expenses* 

      EURO

      24

      %

      14

      %


      22

      %

      13

      %

      GBP

      5

      %

      6

      %


      5

      %

      6

      %

      CAD

      3

      %

      11

      %


      3

      %

      10

      %

      USD

      60

      %

      53

      %


      63

      %

      56

      %

      Other

      8

      %

      16

      %


      7

      %

      15

      %

      Total

      100

      %

      100

      %


      100

      %

      100

      %






      Nine Months Ended March 31, 2021


      Nine Months Ended March 31, 2020

      Currencies

      % of Revenue

      % of Expenses* 


      % of Revenue

      % of Expenses* 

      EURO

      23

      %

      14

      %


      23

      %

      14

      %

      GBP

      5

      %

      5

      %


      5

      %

      6

      %

      CAD

      3

      %

      10

      %


      3

      %

      10

      %

      USD

      61

      %

      55

      %


      60

      %

      54

      %

      Other

      8

      %

      16

      %


      9

      %

      16

      %

      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

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