Market Overview

Open Text Reports First Quarter Fiscal Year 2013 Financial Results

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WATERLOO, ON, Oct. 31, 2012 /PRNewswire/ - Open Text(TM) Corporation (NASDAQ: OTEX) (TSX: OTC), announced today its financial results for the first quarter ended September 30, 2012.

Financial Highlights for Q1 FY13 (1)

  • Total revenue for the period was $326.2 million up 13% Y/Y
  • License revenue was $55.7 million, down 14% Y/Y
  • Cloud services revenue was $44.9 million
  • Non-GAAP-based EPS, diluted was $1.31 compared to $1.03 Y/Y, up 27%; GAAP-based EPS, diluted was $0.33 compared to $0.60 Y/Y (2)
  • Non-GAAP-based operating income was $93.8 million and 28.7% of revenues; GAAP-based income from operations was $40.1 million and 12.3% of revenues (2)
  • Operating cash flow was $61.8 million compared to $45.3 million up 36.2%Y/Y, with an ending cash balance of $302.2 million.

"OpenText delivered record first quarter results for revenues and profits, resulting in a 27% year over year growth in non-GAAP earnings per share," said OpenText CEO Mark J. Barrenechea.

"We executed well in our Cloud, Customer and Professional Services businesses, despite the impact of a challenging macro environment on license revenues. The power of our business model is evidenced by the fact that we delivered strong profits and earnings growth."

Barrenechea further added, "Looking ahead, we have strong opportunity in our upcoming EIM product cycles as we look to grow licenses and market share."

Business Highlights

  • Completed the acquisition of EasyLink July 2, 2012
  • Technology, financial, services and basic materials industries saw the most demand
  • 5 license deals over $1 million and 6 license deals between $500K and $1 million in the first quarter
  • Customer successes in the first quarter include Valero Energy Corporation, WEL Networks Ltd
  • OpenText outlines new strategy designed to help customers unleash the power of information
  • OpenText named a leader in multichannel capture by independent research firm
  • OpenText introduces enterprise information management solution for legal professionals
  • Public Service Without Borders proves its effectiveness among global governments with OpenText's social software solutions
  • OpenText's new cloud-based services allow customers to exchange information, securely and cost effectively -- Anytime, Anywhere
               
Summary of Quarterly Results              
  Q1 FY13 Q4 FY12 Q1 FY12 % Change (Q/Q)     % Change (Y/Y)    
Revenue (million) $326.2 $305.6 $288.0 6.7%   13.3%  
GAAP-based gross margin 63.0% 65.8% 64.8% (280) bps (180) bps
GAAP-based operating income margin 12.3% 13.0% 9.4% (70) bps 290 bps
GAAP-based EPS, diluted $0.33 $0.14 $0.60 135.7%   (45.0%)  
Non-GAAP-based gross margin (2) 70.4% 72.9% 72.1% (250) bps (170) bps
Non-GAAP-based operating margin (2) 28.7% 27.7% 25.3% 100 bps 340 bps
Non-GAAP-based EPS, diluted (2) $1.31 $1.17 $1.03 12.0%   27.2%  

Conference Call Information

The public is invited to listen to the earnings conference call at 5:00 p.m. ET (2:00 p.m. PT) by dialing 800-814-4860 (toll-free) or 416-644-3416 (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://www.opentext.com/2/global/ex_event.html?evtype=events&id=701D0000000VZnIIAW .

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 11:59 p.m. on November 14, 2012 and can be accessed by dialing 877-289-8525 (toll-free) or 416-640-1917 (international) and entering the confirmation code: 4568227 followed by the number sign.

Please see below note (2) for a reconciliation of non-US GAAP based financial measures used in this press release, to US 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 financial conditions, and results of operations and earnings for Open Text Corporation ("OpenText" or "the Company"), may contain words such as "could", "expects", "may", "should", "will", "anticipates", "believes", "intends", "estimates", "targets", "plans", "envisions", "seeks" and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on the Company's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the Company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. The Company's assumptions, although considered reasonable by the Company at the date of this press release, may provide to be inaccurate and consequently the Company's actual results could differ materially from the expectations set out herein.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText to bring new products 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 to be realized by customers; and (viii) the demand for the Company's product and the extent of deployment of the company's products in the EIM marketplace. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. 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 there under; (iii) the risks associated with bringing new products 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 possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (viii) the continuous commitment of the Company's customers; and (ix) 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 SEC and other securities regulators. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Copyright © 2012 by Open Text Corporation. "OPENTEXT", "OPENTEXT EVERYWHERE" and the "OPENTEXT ECM SUITE" are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries. This list of trademarks is not exhaustive. Other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text Corporation or other respective owners.

OPEN TEXT CORPORATION

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


  September 30, 2012 June 30, 2012
  (unaudited)  
ASSETS    
Cash and cash equivalents $ 302,235   $ 559,747  
Accounts receivable trade, net of allowance for doubtful accounts of $6,051 as of September
30, 2012 and $5,655 as of June 30, 2012
169,967   163,664  
Income taxes recoverable 14,588   17,849  
Prepaid expenses and other current assets 45,632   44,011  
Deferred tax assets 12,450   4,003  
    Total current assets 544,872   789,274  
Property and equipment 85,332   81,157  
Goodwill 1,211,423   1,040,234  
Acquired intangible assets 468,699   312,563  
Deferred tax assets 142,536   115,128  
Other assets 23,760   23,739  
Deferred charges 65,592   68,653  
Long-term income taxes recoverable 13,423   13,545  
  Total assets $ 2,555,637   $ 2,444,293  
LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities:    
  Accounts payable and accrued liabilities $ 179,213   $ 131,734  
  Current portion of long-term debt 41,682   41,374  
  Deferred revenues 259,061   273,987  
  Income taxes payable 16,308   27,806  
  Deferred tax liabilities 1,350   1,612  
    Total current liabilities 497,614   476,513  
Long-term liabilities:    
  Accrued liabilities 18,389   14,247  
  Deferred credits 9,518   10,086  
  Pension liability 23,458   22,074  
  Long-term debt 547,500   555,000  
  Deferred revenues 11,399   12,653  
  Long-term income taxes payable 162,056   147,623  
  Deferred tax liabilities 77,676   26,705  
    Total long-term liabilities 849,996   788,388  
Shareholders' equity:    
  Share capital    
  58,483,175 and 58,358,990 Common Shares issued and outstanding at September 30, 2012 and June 30, 2012, respectively; Authorized Common Shares: unlimited 639,719   635,321  
  Additional paid-in capital 98,475   95,026  
  Accumulated other comprehensive income 45,723   44,364  
  Retained earnings 461,497   442,068  
  Treasury stock, at cost (793,494 shares at September 30, 2012 and at
June 30, 2012, respectively)
(37,387 ) (37,387 )
Total shareholders' equity 1,208,027   1,179,392  
  Total liabilities and shareholders' equity $ 2,555,637   $ 2,444,293  

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
(unaudited)

 
 
    Three Months Ended
September 30,
    2012   2011
Revenues:        
  License   $ 55,656     $ 65,028  
  Cloud services   44,884      
  Customer support   162,096     161,997  
  Professional service and other   63,558     61,021  
    Total revenues   326,194     288,046  
Cost of revenues:        
  License   4,168     3,998  
  Cloud services   18,283      
  Customer support   25,823     26,269  
  Professional service and other   48,582     50,351  
  Amortization of acquired technology-based intangible assets   23,782     20,790  
    Total cost of revenues   120,638     101,408  
Gross profit   205,556     186,638  
Operating expenses:        
  Research and development   39,906     43,458  
  Sales and marketing   64,515     64,880  
  General and administrative   28,133     25,761  
  Depreciation   6,109     5,258  
  Amortization of acquired customer-based intangible assets   17,252     13,041  
  Special charges   9,554     7,105  
    Total operating expenses   165,469     159,503  
Income from operations   40,087     27,135  
Other income (expense), net   (71 )   9,312  
Interest expense, net   (4,368 )   (2,786 )
Income before income taxes   35,648     33,661  
Provision for (recovery of) income taxes   16,219     (1,325 )
Net income for the period   $ 19,429     $ 34,986  
Net income per share—basic   $ 0.33     $ 0.61  
Net income per share—diluted   $ 0.33     $ 0.60  
Weighted average number of Common Shares outstanding—basic   58,424     57,412  
Weighted average number of Common Shares outstanding—diluted   58,919     58,599  

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)
(unaudited)


 
 
  Three Months Ended
September 30,
  2012   2011
Net income for the period $ 19,429     $ 34,986  
Other comprehensive income—net of tax:      
    Net foreign currency translation adjustments (476 )   (10,618 )
    Net unrealized gain (loss) on cash flow hedges 1,944     (5,202 )
    Net actuarial gain (loss) relating to defined benefit pension plans (109 )   (548 )
Total other comprehensive income (loss), net, for the period $ 1,359     $ (16,368 )
       
Total comprehensive income $ 20,788     $ 18,618  

OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)


 
 
  Three Months Ended
September 30,
  2012   2011
Cash flows from operating activities:      
Net income for the period $ 19,429     $ 34,986  
Adjustments to reconcile net income to net cash provided by operating activities:      
    Depreciation and amortization of intangible assets 47,143     39,089  
    Share-based compensation expense 3,102     4,844  
    Excess tax benefits on share-based compensation expense (352 )   (332 )
    Pension expense 242     137  
    Amortization of debt issuance costs 537     330  
    Amortization of deferred charges and credits 2,929     2,672  
    Loss on sale and write down of property and equipment 2     169  
    Deferred taxes 861     (14,849 )
    Impairment and other non cash charges     (1,355 )
Changes in operating assets and liabilities:      
    Accounts receivable 19,442     21,654  
    Prepaid expenses and other current assets 3,024     5,842  
    Income taxes 4,373     15,024  
    Deferred charges and credits (436 )   (9,046 )
    Accounts payable and accrued liabilities (20,255 )   (21,407 )
    Deferred revenue (18,070 )   (32,998 )
    Other assets (208 )   588  
Net cash provided by operating activities 61,763     45,348  
Cash flows from investing activities:      
    Additions of property and equipment (5,038 )   (7,902 )
    Purchase of Operitel Corporation, net of cash acquired     (6,260 )
    Purchase of Global 360 Holding Corp., net of cash acquired     (247,711 )
    Purchase of EasyLink Services International Corporation, net of cash acquired (315,331 )    
    Purchase consideration for prior period acquisitions (217 )   (274 )
Net cash used in investing activities (320,586 )   (262,147 )
    Cash flow from financing activities:      
    Excess tax benefits on share-based compensation expense 352     332  
    Proceeds from issuance of Common Shares 3,993     7,837  
    Proceeds from long-term debt and revolver     48,500  
    Repayment of long-term debt and revolver (7,667 )   (916 )
Net cash provided by (used in) financing activities (3,322 )   55,753  
Foreign exchange gain (loss) on cash held in foreign currencies 4,633     (3,800 )
Increase (decrease) in cash and cash equivalents during the period (257,512 )   (164,846 )
Cash and cash equivalents at beginning of the period 559,747     284,140  
Cash and cash equivalents at end of the period $ 302,235     $ 119,294  

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 US GAAP, the Company provides certain non-US GAAP financial measures that are not in accordance with US GAAP. These non-US 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-US 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 non-US GAAP net income and non-US GAAP EPS both in its reconciliation to the US GAAP financial measures of net income and EPS and its consolidated financial statements, all of which should be considered when evaluating the Company's results. The Company uses the financial measures non-US GAAP EPS and non-US GAAP net income to supplement the information provided in its consolidated financial statements, which are presented in accordance with US GAAP. The presentation of non-US GAAP net income and non-US GAAP EPS is not meant to be a substitute for net income or net income per share presented in accordance with US GAAP, but rather should be evaluated in conjunction with and as a supplement to such US 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 US GAAP measures with certain non-US GAAP measures for the reasons set forth below. Non-US GAAP net income and non-US GAAP EPS are calculated as net income or net income per share on a diluted basis, excluding, where applicable, the amortization of acquired intangible assets, other income (expense), share-based compensation, and restructuring, all net of tax. The Company's management believes that the presentation of non-US GAAP net income and non-US GAAP EPS provides useful information to investors because it excludes non-operational charges. The use of the term "non-operational charge" is defined by the Company as those that do not impact 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, such as amortization of acquired intangible assets, restructuring costs, 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 US GAAP. The Company believes the provision of supplemental non-US GAAP measures allows 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 Open Text's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance. As a result, the Company considers it appropriate and reasonable to provide, in addition to US GAAP measures, supplementary non-US 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 US GAAP based financial measures to non-US 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
September 30, 2012.
($ in thousands except for per share amounts)

  Three Months Ended
September 30, 2012
  GAAP-based
Measures
Adjustments Note Non-GAAP-based
Measures
Cost of revenues        
Customer Support 25,823   (38 ) (1 ) 25,785  
Professional Service and Other 48,582   (177 ) (1 ) 48,405  
Amortization of acquired technology-based intangible assets 23,782   (23,782 ) (2 )  
GAAP-based gross profit/ Non-GAAP-based gross profit 205,556   23,997     229,553  
Operating Expenses        
Research and development 39,906   (338 ) (1 ) 39,568  
Sales and marketing 64,515   (1,666 ) (1 ) 62,849  
General and administrative 28,133   (883 ) (1 ) 27,250  
Amortization of acquired customer-based intangible assets 17,252   (17,252 ) (2 )  
Special charges 9,554   (9,554 ) (3 )  
GAAP-based income from operations/ Non-GAAP-based operating income 40,087   53,690     93,777  
Other expense, net (71 ) 71   (4 )  
Provision for (recovery of) income taxes 16,219   (3,702 ) (5 ) 12,517  
GAAP-based net income for the period/ Non-GAAP-based net income 19,429   57,463   (6 ) 76,892  
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted $ 0.33   $ 0.98   (6 ) $ 1.31  

(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)  Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally
incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal
analysis of operating results.

(4)  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 are generally not indicative or related to continuing operations and are
hence excluded from our internal analysis of operating results.

(5)  Adjustment relates to differences between the GAAP-based tax provision of approximately 45% 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.

(6)  Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

  Three Months Ended
September 30, 2012
    Per share
Non-GAAP-based net income $ 76,892   $ 1.31  
Less:    
Amortization 41,034   0.70  
Share-based compensation 3,102   0.05  
Special charges 9,554   0.16  
Other (income) expense 71    
GAAP-based provision for income tax 16,219   0.28  
Tax on non-GAAP-based provision (12,517 ) (0.21 )
GAAP-based net income $ 19,429   $ 0.33  

Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended
June 30, 2012.
($ in thousands except for per share amounts)

  Three Months Ended
June 30, 2012
  GAAP-based
Measures
Adjustments Note Non-GAAP-based
Measures
Cost of revenues        
Customer Support 27,780   (58 ) (1 ) 27,722  
Professional Service and Other 51,358   (239 ) (1 ) 51,119  
Amortization of acquired technology-based intangible assets 21,265   (21,265 ) (2 )  
GAAP-based gross profit/ Non-GAAP-based gross profit 201,105   21,562     222,667  
Operating Expenses        
Research and development 41,195   (1,066 ) (1 ) 40,129  
Sales and marketing 71,641   (2,771 ) (1 ) 68,870  
General and administrative 24,186   (557 ) (1 ) 23,629  
Amortization of acquired customer-based intangible assets 13,378   (13,378 ) (2 )  
Special charges 5,747   (5,747 ) (3 )  
GAAP-based income from operations/ Non-GAAP-based operating income 39,690   45,081     84,771  
Other income, net (6,596 ) 6,596   (4 )  
Provision for (recovery of) income taxes 20,713   (9,462 ) (5 ) 11,251  
GAAP-based net income for the period/ Non-GAAP-based net income 7,971   61,139   (6 69,110  
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted $ 0.14   $ 1.03   (6 $ 1.17  

(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)  Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally
incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal
analysis of operating results.

(4)  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 are generally not indicative or related to continuing operations and are
hence excluded from our internal analysis of operating results.

(5)  Adjustment relates to differences between the GAAP-based tax provision of approximately 72% 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.

(6)  Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

  Three Months Ended
June 30, 2012
    Per share
Non-GAAP-based net income $ 69,110   $ 1.17  
Less:    
Amortization 34,643   0.59  
Share-based compensation 4,691   0.08  
Special charges 5,747   0.10  
Other (income) expense 6,596   0.11  
GAAP-based provision for income tax 20,713   0.35  
Tax on non-GAAP-based provision (11,251 ) (0.20 )
GAAP-based net income $ 7,971   $ 0.14  

Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended
September 30, 2011.
($ in thousands except for per share amounts)

  Three Months Ended
September 30, 2011
  GAAP-based
measures
Adjustments Note Non-GAAP-based
measures
Cost of Revenues:        
Customer Support 26,269   (24 ) (1 ) 26,245  
Professional Service and Other 50,351   (99 ) (1 ) 50,252  
Amortization of acquired technology-based intangible assets 20,790   (20,790 ) (2 )  
GAAP-based gross profit/ Non-GAAP-based gross profit 186,638   20,913     207,551  
Operating Expenses        
Research and development 43,458   (1,076 ) (1 ) 42,382  
Sales and marketing 64,880   (1,770 ) (1 ) 63,110  
General and administrative 25,761   (1,874 ) (1 ) 23,887  
Amortization of acquired customer-based intangible assets 13,041   (13,041 ) (2 )  
Special charges 7,105   (7,105 ) (3 )  
GAAP-based income from operations/ Non-GAAP-based operating income 27,135   45,779     72,914  
Other expense, net 9,312   (9,312 ) (4 )  
Provision for (recovery of) income taxes (1,325 ) 11,143   (5 ) 9,818  
GAAP-based net income for the period/ Non-GAAP-based net income 34,986   25,324   (6 ) 60,310  
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted $ 0.60   $ 0.43   (6 ) $ 1.03  

(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)  Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally
incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal
analysis of operating results.

(4)  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 are generally not indicative or related to continuing operations and
are hence excluded from our internal analysis of operating results.

(5)  Adjustment relates to differences between the GAAP-based tax recovery of approximately 4% 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. The GAAP-based recovery is primarily due to tax benefits relating to ongoing internal reorganization and mergers
of international subsidiaries acquired; these reorganizations and mergers cause a change in the tax status of these subsidiaries resulting
in a reduction of deferred tax liabilities recorded upon the acquisition of these subsidiaries, and a corresponding reduction in income tax
expense.




(6)  Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

  Three Months Ended
September 30, 2011
    Per share
Non-GAAP-based net income $ 60,310   $ 1.03  
Less:    
Amortization 33,831   0.58  
Share-based compensation 4,843   0.08  
Special charges 7,105   0.12  
Other (income) expense (9,312 ) (0.16 )
GAAP-based recovery for income tax (1,325 ) (0.02 )
Tax on non-GAAP-based provision (9,818 ) (0.17 )
GAAP-based net income $ 34,986   $ 0.60  

(3) The following table provides a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three months ended September 30, 2012:

  Three Months Ended
September 30, 2012  
Currencies  % of Revenue   % of Expenses*
EURO 23 % 16 %
GBP 9 % 9 %
CAD 6 % 17 %
USD 51 % 44 %
Other 11 % 14 %
Total 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.

 

 

 

 

 

SOURCE Open Text Corporation

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