OpenText Reports Second Quarter Fiscal Year 2025 Financial Results
OpenText (NASDAQ: OTEX) reported its Q2 FY2025 financial results with total revenues of $1.335 billion, marking a 13.1% year-over-year decline. Despite this, the company achieved positive metrics including:
- Cloud revenues increased by 2.7% to $462 million
- GAAP net income of $230 million, up 510.1% Y/Y
- Adjusted EBITDA of $501 million with a 37.6% margin
- Operating cash flows of $348 million and free cash flows of $307 million
- GAAP EPS of $0.87 and Non-GAAP EPS of $1.11
The company maintained its shareholder returns through a quarterly dividend of $0.2625 per share and repurchased $66 million worth of shares during Q2. Annual recurring revenues represented 79% of total revenues, though they decreased 8.1% Y/Y to $1.053 billion.
OpenText (NASDAQ: OTEX) ha riportato i risultati finanziari per il secondo trimestre dell'anno fiscale 2025, con ricavi totali di 1,335 miliardi di dollari, segnando una diminuzione del 13,1% rispetto all'anno precedente. Nonostante ciò, l'azienda ha raggiunto metriche positive, tra cui:
- I ricavi dal cloud sono aumentati del 2,7%, raggiungendo 462 milioni di dollari
- Utile netto GAAP di 230 milioni di dollari, in aumento del 510,1% rispetto all'anno precedente
- EBITDA rettificato di 501 milioni di dollari con un margine del 37,6%
- Flussi di cassa operativi di 348 milioni di dollari e flussi di cassa liberi di 307 milioni di dollari
- EPS GAAP di $0,87 ed EPS non GAAP di $1,11
L'azienda ha mantenuto i rendimenti per gli azionisti tramite un dividendo trimestrale di $0,2625 per azione e ha riacquistato 66 milioni di dollari di azioni durante il secondo trimestre. I ricavi ricorrenti annuali rappresentavano il 79% dei ricavi totali, anche se sono diminuiti dell'8,1% rispetto all'anno precedente, arrivando a 1,053 miliardi di dollari.
OpenText (NASDAQ: OTEX) informó sus resultados financieros del segundo trimestre del año fiscal 2025, con ingresos totales de $1.335 mil millones, lo que representa una disminución del 13.1% interanual. A pesar de esto, la compañía logró métricas positivas que incluyen:
- Los ingresos en la nube aumentaron un 2.7% a $462 millones
- Ingreso neto GAAP de $230 millones, un aumento del 510.1% interanual
- EBITDA ajustado de $501 millones con un margen del 37.6%
- Flujos de caja operativos de $348 millones y flujos de caja libres de $307 millones
- EPS GAAP de $0.87 y EPS no GAAP de $1.11
La compañía mantuvo sus retornos a los accionistas a través de un dividendo trimestral de $0.2625 por acción y recompró $66 millones en acciones durante el segundo trimestre. Los ingresos recurrentes anuales representaron el 79% de los ingresos totales, aunque disminuyeron un 8.1% interanual a $1.053 mil millones.
OpenText (NASDAQ: OTEX)는 2025 회계연도 2분기 재무 결과를 보고했으며, 총 수익은 1,335억 달러로 전년 대비 13.1% 감소했습니다. 그럼에도 불구하고 회사는 다음과 같은 긍정적인 지표를 달성했습니다:
- 클라우드 수익이 2.7% 증가하여 4억 6,200만 달러에 도달
- GAAP 순이익이 2억 3천만 달러로 전년 대비 510.1% 증가
- 조정 EBITDA가 5억 1,000만 달러로 37.6%의 마진
- 운영 현금 흐름이 3억 4,800만 달러, 자유 현금 흐름이 3억 7백만 달러
- GAAP EPS가 $0.87, 비 GAAP EPS가 $1.11
회사는 주당 $0.2625의 분기 배당금을 통해 주주 수익을 유지하였으며, 2분기 동안 6천 6백만 달러어치의 주식을 재매입했습니다. 연간 반복 수익은 총 수익의 79%를 차지하였으나, 전년 대비 8.1% 감소하여 10억 5천 300만 달러에 도달했습니다.
OpenText (NASDAQ: OTEX) a publié ses résultats financiers du deuxième trimestre de l'exercice 2025, avec un chiffre d'affaires total de 1,335 milliard de dollars, marquant une baisse de 13,1 % par rapport à l'année précédente. Malgré cela, l'entreprise a atteint des indicateurs positifs, notamment :
- Les revenus cloud ont augmenté de 2,7 % pour atteindre 462 millions de dollars
- Bénéfice net GAAP de 230 millions de dollars, en hausse de 510,1 % d'une année sur l'autre
- EBITDA ajusté de 501 millions de dollars avec une marge de 37,6 %
- Flux de trésorerie d'exploitation de 348 millions de dollars et flux de trésorerie libre de 307 millions de dollars
- BPA GAAP de $0,87 et BPA Non-GAAP de $1,11
L'entreprise a maintenu ses retours pour les actionnaires grâce à un dividende trimestriel de $0,2625 par action et a racheté 66 millions de dollars d'actions au cours du 2e trimestre. Les revenus récurrents annuels ont représenté 79 % des revenus totaux, bien qu'ils aient diminué de 8,1 % par rapport à l'année précédente, atteignant 1,053 milliard de dollars.
OpenText (NASDAQ: OTEX) hat seine Finanzergebnisse für das zweite Quartal des Geschäftsjahres 2025 veröffentlicht, mit Gesamterlösen von 1,335 Milliarden Dollar, was einem Rückgang von 13,1% im Vergleich zum Vorjahr entspricht. Trotz dieser Entwicklung erzielte das Unternehmen positive Kennzahlen, darunter:
- Die Cloud-Erlöse stiegen um 2,7% auf 462 Millionen Dollar
- GAAP-Nettoeinkommen von 230 Millionen Dollar, ein Anstieg von 510,1% im Jahresvergleich
- Bereinigtes EBITDA von 501 Millionen Dollar mit einer Marge von 37,6%
- Operative Cashflows von 348 Millionen Dollar und freie Cashflows von 307 Millionen Dollar
- GAAP EPS von $0,87 und Non-GAAP EPS von $1,11
Das Unternehmen hat die Rückflüsse an die Aktionäre durch eine vierteljährliche Dividende von $0,2625 pro Aktie aufrechterhalten und hat im 2. Quartal eigene Aktien im Wert von 66 Millionen Dollar zurückgekauft. Die jährlich wiederkehrenden Erlöse machten 79% der Gesamterlöse aus, obwohl sie im Vergleich zum Vorjahr um 8,1% auf 1,053 Milliarden Dollar gesunken sind.
- Cloud revenues grew 2.7% Y/Y to $462 million
- GAAP net income increased 510.1% Y/Y to $230 million
- Strong adjusted EBITDA margin of 37.6%
- Free cash flows increased 0.4% to $307 million
- Enterprise cloud bookings up 6.1% to $250 million
- Returned $134 million to shareholders through dividends and buybacks
- Total revenues declined 13.1% Y/Y to $1.335 billion
- Annual recurring revenues decreased 8.1% Y/Y to $1.053 billion
- License revenue dropped 34.7% Y/Y to $189 million
- Professional services revenue fell 7.1% Y/Y to $93 million
- Non-GAAP EPS decreased 10.5% Y/Y to $1.11
Insights
OpenText's Q2 FY25 performance reveals a strategic transformation focused on high-margin cloud services amid broader revenue adjustments. The
Three key aspects deserve attention:
- Revenue Quality Improvement: Annual recurring revenues now constitute
79% of total revenues, providing enhanced business predictability and stability. The decline in total revenues (down13.1% ) appears less concerning when adjusted for AMC divestitures (down4.9% ). - Operational Excellence: Despite revenue challenges, the company achieved
$501M in adjusted EBITDA and generated$307M in free cash flow, demonstrating robust operational execution and cost management. - Strategic Positioning: The upcoming Titanium X platform (Cloud Editions 25.2) represents a strategic move to integrate cloud, security and AI capabilities, positioning OpenText competitively in the evolving enterprise software landscape.
The company's balanced capital allocation strategy, returning
Total Revenues of
Delivers Net Income Margin of
GAAP EPS of
Operating Cash Flows of
Fiscal 2025 Second Quarter Highlights
Total Revenues (in millions) | Annual Recurring Revenues (in millions) | Cloud Revenues (in millions) | ||
(13.1) % | (8.1) % | +2.7 % | ||
Annual Recurring Revenues represent | ||||
"OpenText's Q2 results demonstrate the strength of our operating model, delivering | ||||||
Mr. Barrenechea added: "By helping customers adapt to the new world of multi-cloud, we are making their businesses more resilient and future-ready. Our next generation platform Titanium X (Cloud Editions 25.2) is on target for Q4 delivery. With Titanium X as our foundation, we are empowering organizations to seamlessly integrate cloud, security, and AI, helping them adapt and thrive in this dynamic ecosystem." | ||||||
Mark J. Barrenechea, OpenText CEO & CTO | ||||||
"OpenText generated solid adjusted EBITDA margin this quarter, reflecting our continued focus on operational discipline, efficiency and margin expansion," said Madhu Ranganathan, OpenText President, CFO & Corporate Development. "Our initiatives to drive efficiencies across the business and our execution in the second half of fiscal 2025 will put us in a position to deliver a strong fiscal 2026." | ||||||
Madhu Ranganathan, OpenText President & CFO | ||||||
Second Quarter Financial Highlights Y/Y
- Total revenues of
$1 13.1% Y/Y or down4.9% when adjusted for the AMC divestiture - Annual recurring revenues (ARR) of
$1 8.1% Y/Y or down0.8% when adjusted for the AMC divestiture - Cloud revenues of
$462 million 2.7% Y/Y - Quarterly enterprise cloud bookings(1) of
$250 million 6.1% Y/Y - Operating cash flows of
$348 million $307 million - GAAP-based net income of
$230 million 510.1% Y/Y - Adjusted EBITDA(2) of
$501 million 37.6% - GAAP-based diluted earnings per share (EPS) of
$0.87 $1.11 - Returned
$134 million of capital to shareholders consisting of$68 million $66 million
(1) | Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise based customers. |
(2) | Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below. |
Financial Highlights for Q2 Fiscal 2025 with Year Over Year Comparisons
Summary of Quarterly Results | ||||||||
(In millions, except per share data) | Q2 FY'25 | Q2 FY'24 | $ Change | % Change | Q2 FY'25 | % Change | ||
Revenues: | ||||||||
Cloud services and subscriptions | 2.7 % | 2.2 % | ||||||
Customer support | ( | (15.1) % | (15.9) % | |||||
Total annual recurring revenues** | ( | (8.1) % | (8.8) % | |||||
License | ( | (34.7) % | (34.9) % | |||||
Professional service and other | ( | (7.1) % | (8.6) % | |||||
Total revenues | ( | (13.1) % | (13.7) % | |||||
GAAP-based operating income | 16.5 % | N/A | N/A | |||||
Non-GAAP-based operating income (1) | ( | (11.9) % | (12.8) % | |||||
GAAP-based net income attributable to OpenText | 510.1 % | N/A | N/A | |||||
GAAP-based EPS, diluted | 521.4 % | N/A | N/A | |||||
Non-GAAP-based EPS, diluted (1)(2) | ( | (10.5) % | (12.1) % | |||||
Adjusted EBITDA (1) | ( | (11.4) % | (12.3) % | |||||
Operating cash flows | ( | (0.8) % | N/A | N/A | ||||
Free cash flows (1) | 0.4 % | N/A | N/A | |||||
Summary of YTD Results | ||||||||
(In millions, except per share data) | FY'25 YTD | FY'24 YTD | $ Change | % Change | FY'25 YTD | % Change | ||
Revenues: | ||||||||
Cloud services and subscriptions | 2.0 % | 1.9 % | ||||||
Customer support | ( | (14.9) % | (15.1) % | |||||
Total annual recurring revenues** | ( | (8.2) % | (8.4) % | |||||
License | ( | (31.9) % | (32.0) % | |||||
Professional service and other | ( | (9.9) % | (10.6) % | |||||
Total revenues | ( | (12.1) % | (12.2) % | |||||
GAAP-based operating income | 7.6 % | N/A | N/A | |||||
Non-GAAP-based operating income (1) | ( | (11.3) % | (11.9) % | |||||
GAAP-based net income attributable to OpenText | 165.0 % | N/A | N/A | |||||
GAAP-based EPS, diluted | 168.2 % | N/A | N/A | |||||
Non-GAAP-based EPS, diluted (1)(2) | ( | (9.8) % | (10.4) % | |||||
Adjusted EBITDA (1) | ( | (10.9) % | (11.5) % | |||||
Operating cash flows | ( | (32.1) % | N/A | N/A | ||||
Free cash flows (1) | ( | (39.8) % | N/A | N/A | ||||
(1) | Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below. |
(2) | For periods prior to Fiscal 2025, this is reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the period based on the forecasted utilization period. Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. |
Note: Items in tables may not add due to rounding. Percentages presented are calculated based on the underlying amounts. | |
*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
As part of our quarterly, non-cumulative cash dividend program, the Board declared on February 5, 2025, a cash dividend of
Share Repurchase
OpenText also announced that in the second quarter of Fiscal 2025, it repurchased
Quarterly Business Highlights
- Key customer wins in the quarter include: Aeven, Anglian Water Services, BASF Catalysts, Bosch, Cencor, Domcura MLP, Ergon, Frost Bank, GWC Qatar, H3C, Linde, MAN Energy Solutions, Mott MacDonald, Sky Italia, ST Microelectronics, Tucson Medical Center, University Health System, Wandera
- OpenText World 2024 unites industry leaders to tackle AI and information management, elevate human potential with robust AI masterclasses
- OpenText launches new Partner Enterprise Learning Subscription
- OpenText expands partner ecosystem access across full OpenText product suite
- OpenText makes multi-cloud work with Cloud Editions 24.4
- OpenText partners with Secure Code Warrior to deliver comprehensive application security and customized developer risk management
Summary of Quarterly Results | |||||||
Q2 FY'25 | Q1 FY'25 | Q2 FY'24 | % Change (Q2 FY'25 vs | % Change (Q2 FY'25 vs | |||
Revenue (millions) | 5.2 % | (13.1) % | |||||
GAAP-based gross margin | 73.3 % | 71.7 % | 73.6 % | 160 | bps | (30) | bps |
Non-GAAP-based gross margin (1) | 77.2 % | 75.8 % | 78.6 % | 140 | bps | (140) | bps |
GAAP-based EPS, diluted | 171.9 % | 521.4 % | |||||
Non-GAAP-based EPS, diluted (1)(2) | 19.4 % | (10.5) % |
(1) | Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements 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
OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast today at 5:00 p.m. ET (2:00 p.m. PT) from the Investor Relations section of the Company's website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.
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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements about Open Text Corporation ("OpenText" or "the Company") on growth, profitability and future of Information Management, including achieving total growth, competitive advantage, margin expansion and free cash flow, and delivering upper quartile capital returns; customer benefits from products; timing of next generation platform; focus on operational discipline, efficiency and margin expansion; executing the Company's capital allocation strategy, including expected return to shareholders; achieving Fiscal 2025 financial targets; level of performance through the fiscal year; cloud bookings, demand, scale and revenue growth; future organic growth initiatives and deployment of capital; innovation fueled by cloud, AI and security technologies; future revenues, operating expenses, margins, free cash flows, interest expense and capital expenditures; market share of our products; innovation road map; intention to maintain a dividend program, including any targeted annualized dividend; expected size and timing of the Fiscal 2025 Repurchase Plan, including execution thereof; future tax rates; renewal rates; new platform and product offerings, including OpenText AI products, and associated benefits to customers; internal automation and AI leverage, including our AI strategy, vision and growth; strategy to build shareholder value; and other matters, which 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 intended to identify forward-looking statements or information under applicable securities laws (forward-looking statements). In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are 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, including statements regarding future targets and aspirations, are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change and are not considered guidance. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends are also subject to the final determination and discretion of the Board of Directors, and an annualized dividend has not been approved or declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: all statements regarding the expected future financial position, results of operations, revenues, expenses, margins, cash flows, dividends, share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; incurring unanticipated costs, delays or difficulties; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. 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. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our CEO's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.
OTEX-F
Copyright ©2025 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: https://www.opentext.com/about/copyright-information.
About OpenText
OpenText is the leading Information Management software and services company in the world. We help organizations solve complex global problems with a comprehensive suite of Business Clouds, Business AI, and Business Technology. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at www.opentext.com.
OPEN TEXT CORPORATION | |||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
(In thousands of | |||
December 31, 2024 | June 30, 2024 | ||
ASSETS | (unaudited) | ||
Cash and cash equivalents | $ 1,122,192 | $ 1,280,662 | |
Accounts receivable trade, net of allowance for credit losses of | 639,611 | 626,189 | |
Contract assets | 68,487 | 66,450 | |
Income taxes recoverable | 68,004 | 61,113 | |
Prepaid expenses and other current assets | 186,763 | 242,911 | |
Total current assets | 2,085,057 | 2,277,325 | |
Property and equipment, net of accumulated depreciation of | 355,877 | 367,740 | |
Operating lease right of use assets | 211,079 | 219,774 | |
Long-term contract assets | 39,208 | 38,684 | |
Goodwill | 7,483,404 | 7,488,367 | |
Acquired intangible assets | 2,229,087 | 2,486,264 | |
Deferred tax assets | 982,567 | 932,657 | |
Other assets | 296,382 | 298,281 | |
Long-term income taxes recoverable | 49,052 | 96,615 | |
Total assets | $ 13,731,713 | $ 14,205,707 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities: | |||
Accounts payable and accrued liabilities | $ 772,641 | $ 931,116 | |
Current portion of long-term debt | 35,850 | 35,850 | |
Operating lease liabilities | 74,699 | 76,446 | |
Deferred revenues | 1,452,734 | 1,521,416 | |
Income taxes payable | 65,145 | 235,666 | |
Total current liabilities | 2,401,069 | 2,800,494 | |
Long-term liabilities: | |||
Accrued liabilities | 38,974 | 46,483 | |
Pension liability, net | 126,909 | 127,255 | |
Long-term debt | 6,348,814 | 6,356,943 | |
Long-term operating lease liabilities | 200,815 | 218,174 | |
Long-term deferred revenues | 159,987 | 162,401 | |
Long-term income taxes payable | 82,310 | 145,644 | |
Deferred tax liabilities | 141,328 | 148,632 | |
Total long-term liabilities | 7,099,137 | 7,205,532 | |
Shareholders' equity: | |||
Share capital and additional paid-in capital | |||
263,727,502 and 267,800,517 Common Shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively; authorized Common Shares: unlimited | 2,275,583 | 2,271,886 | |
Accumulated other comprehensive income (loss) | (75,779) | (69,619) | |
Retained earnings | 2,174,514 | 2,119,159 | |
Treasury stock, at cost (4,225,850 and 3,135,980 shares at December 31, 2024 and June 30, 2024, respectively) | (144,432) | (123,268) | |
Total OpenText shareholders' equity | 4,229,886 | 4,198,158 | |
Non-controlling interests | 1,621 | 1,523 | |
Total shareholders' equity | 4,231,507 | 4,199,681 | |
Total liabilities and shareholders' equity | $ 13,731,713 | $ 14,205,707 | |
OPEN TEXT CORPORATION | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | |||||||
(In thousands of | |||||||
(unaudited) | |||||||
Three Months Ended December 31, | Six Months Ended December 31, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Revenues: | |||||||
Cloud services and subscriptions | $ 462,306 | $ 450,091 | $ 919,330 | $ 901,105 | |||
Customer support | 590,595 | 695,762 | 1,186,085 | 1,393,475 | |||
License | 188,923 | 289,238 | 314,736 | 462,264 | |||
Professional service and other | 92,676 | 99,777 | 183,354 | 203,453 | |||
Total revenues | 1,334,500 | 1,534,868 | 2,603,505 | 2,960,297 | |||
Cost of revenues: | |||||||
Cloud services and subscriptions | 172,288 | 180,148 | 347,545 | 351,560 | |||
Customer support | 62,656 | 73,374 | 125,230 | 148,388 | |||
License | 6,336 | 5,983 | 12,993 | 9,822 | |||
Professional service and other | 68,041 | 75,459 | 134,956 | 155,381 | |||
Amortization of acquired technology-based intangible assets | 47,203 | 70,784 | 94,447 | 147,608 | |||
Total cost of revenues | 356,524 | 405,748 | 715,171 | 812,759 | |||
Gross profit | 977,976 | 1,129,120 | 1,888,334 | 2,147,538 | |||
Operating expenses: | |||||||
Research and development | 180,727 | 212,855 | 371,420 | 439,086 | |||
Sales and marketing | 273,929 | 287,628 | 519,811 | 567,635 | |||
General and administrative | 99,356 | 173,264 | 206,086 | 304,475 | |||
Depreciation | 31,879 | 33,415 | 64,050 | 67,506 | |||
Amortization of acquired customer-based intangible assets | 81,048 | 113,925 | 162,552 | 234,117 | |||
Special charges (recoveries) | 15,238 | 54,166 | 62,374 | 67,960 | |||
Total operating expenses | 682,177 | 875,253 | 1,386,293 | 1,680,779 | |||
Income from operations | 295,799 | 253,867 | 502,041 | 466,759 | |||
Other income (expense), net | 68,615 | (68,784) | 32,960 | (48,614) | |||
Interest and other related expense, net | (83,615) | (139,292) | (167,897) | (281,056) | |||
Income before income taxes | 280,799 | 45,791 | 367,104 | 137,089 | |||
Provision for income taxes | 50,893 | 8,054 | 52,776 | 18,406 | |||
Net income for the period | $ 229,906 | $ 37,737 | $ 314,328 | $ 118,683 | |||
Net (income) attributable to non-controlling interests | (44) | (62) | (98) | (107) | |||
Net income attributable to OpenText | $ 229,862 | $ 37,675 | $ 314,230 | $ 118,576 | |||
Earnings per share—basic attributable to OpenText | $ 0.87 | $ 0.14 | $ 1.18 | $ 0.44 | |||
Earnings per share—diluted attributable to OpenText | $ 0.87 | $ 0.14 | $ 1.18 | $ 0.44 | |||
Weighted average number of Common Shares outstanding—basic (in '000's) | 265,099 | 271,568 | 266,252 | 271,373 | |||
Weighted average number of Common Shares outstanding—diluted (in '000's) | 265,193 | 272,141 | 266,505 | 272,019 | |||
OPEN TEXT CORPORATION | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||
(In thousands of | |||||||
(unaudited) | |||||||
Three Months Ended December 31, | Six Months Ended | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Net income for the period | $ 229,906 | $ 37,737 | $ 314,328 | $ 118,683 | |||
Other comprehensive income (loss)—net of tax: | |||||||
Net foreign currency translation adjustments | 1,167 | (15,796) | (4,023) | (30,379) | |||
Unrealized gain (loss) on cash flow hedges: | |||||||
Unrealized gain (loss) - net of tax (1) | (4,188) | 1,522 | (3,534) | (319) | |||
(Gain) loss reclassified into net income - net of tax (2) | 1,010 | 328 | 1,272 | 337 | |||
Unrealized gain (loss) on available-for-sale financial assets: | |||||||
Unrealized gain (loss) - net of tax (3) | 436 | 450 | 684 | 229 | |||
Actuarial gain (loss) relating to defined benefit pension plans: | |||||||
Actuarial gain (loss) - net of tax (4) | — | (91) | (1,045) | (110) | |||
Amortization of actuarial (gain) loss into net income - net of tax (5) | 252 | 113 | 486 | 302 | |||
Total other comprehensive loss net, for the period | (1,323) | (13,474) | (6,160) | (29,940) | |||
Total comprehensive income | 228,583 | 24,263 | 308,168 | 88,743 | |||
Comprehensive income attributable to non-controlling interests | (44) | (62) | (98) | (107) | |||
Total comprehensive income attributable to OpenText | $ 228,539 | $ 24,201 | $ 308,070 | $ 88,636 | |||
______________________________
(1) | Net of tax expense (recovery) of |
(2) | Net of tax expense (recovery) of |
(3) | Net of tax expense (recovery) of |
(4) | Net of tax expense (recovery) of $— and |
(5) | Net of tax expense (recovery) of |
OPEN TEXT CORPORATION | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |||||||||||||||
(In thousands of | |||||||||||||||
(unaudited) | |||||||||||||||
Three Months Ended December 31, 2024 | |||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Comprehensive Income | Non- | Total | ||||||||||
Shares | Amount | Shares | Amount | ||||||||||||
Balance as of September 30, 2024 | 265,546 | $ 2,290,191 | (3,900) | $ (145,646) | $ 2,065,221 | $ (74,456) | $ 1,577 | $ 4,136,887 | |||||||
Issuance of Common Shares | |||||||||||||||
Under employee stock option plans | 65 | 1,739 | — | — | — | — | — | 1,739 | |||||||
Under employee stock purchase plans | 330 | 9,308 | — | — | — | — | — | 9,308 | |||||||
Share-based compensation | — | 30,355 | — | — | — | — | — | 30,355 | |||||||
Purchase of treasury stock | — | — | (1,363) | (40,013) | — | — | — | (40,013) | |||||||
Issuance of treasury stock | — | (39,906) | 1,037 | 41,227 | — | — | — | 1,321 | |||||||
Repurchase of Common Shares | (2,213) | (16,104) | — | — | (50,990) | — | — | (67,094) | |||||||
Dividends declared ( | — | — | — | — | (69,579) | — | — | (69,579) | |||||||
Other comprehensive income (loss) - net | — | — | — | — | — | (1,323) | — | (1,323) | |||||||
Net income for the period | — | — | — | — | 229,862 | — | 44 | 229,906 | |||||||
Balance as of December 31, 2024 | 263,728 | $ 2,275,583 | (4,226) | $ (144,432) | $ 2,174,514 | $ (75,779) | $ 1,621 | $ 4,231,507 | |||||||
Three Months Ended December 31, 2023 | |||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Comprehensive Income | Non- | Total | ||||||||||
Shares | Amount | Shares | Amount | ||||||||||||
Balance as of September 30, 2023 | 271,228 | $ 2,216,921 | (4,753) | $ (196,119) | $ 2,062,107 | $ (70,025) | $ 1,374 | $ 4,014,258 | |||||||
Issuance of Common Shares | |||||||||||||||
Under employee stock option plans | 340 | 11,111 | — | — | — | — | — | 11,111 | |||||||
Under employee stock purchase plans | 287 | 8,370 | — | — | — | — | — | 8,370 | |||||||
Share-based compensation | — | 39,993 | — | — | — | — | — | 39,993 | |||||||
Issuance of treasury stock | — | (14,539) | 353 | 17,030 | (2,491) | — | — | — | |||||||
Dividends declared ( | — | — | — | — | (67,648) | — | — | (67,648) | |||||||
Other comprehensive income (loss) - net | — | — | — | — | — | (13,474) | — | (13,474) | |||||||
Net income for the period | — | — | — | — | 37,675 | — | 62 | 37,737 | |||||||
Balance as of December 31, 2023 | 271,855 | $ 2,261,856 | (4,400) | $ (179,089) | $ 2,029,643 | $ (83,499) | $ 1,436 | $ 4,030,347 | |||||||
OPEN TEXT CORPORATION | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |||||||||||||||
(In thousands of | |||||||||||||||
(unaudited) | |||||||||||||||
Six Months Ended December 31, 2024 | |||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Comprehensive Income | Non- | Total | ||||||||||
Shares | Amount | Shares | Amount | ||||||||||||
Balance as of June 30, 2024 | 267,801 | $ 2,271,886 | (3,136) | $ (123,268) | $ 2,119,159 | $ (69,619) | $ 1,523 | $ 4,199,681 | |||||||
Issuance of Common Shares | |||||||||||||||
Under employee stock option plans | 70 | 1,880 | — | — | — | — | — | 1,880 | |||||||
Under employee stock purchase plans | 719 | 19,171 | — | — | — | — | — | 19,171 | |||||||
Share-based compensation | — | 59,801 | — | — | — | — | — | 59,801 | |||||||
Purchase of treasury stock | — | — | (2,187) | (65,023) | — | — | — | (65,023) | |||||||
Issuance of treasury stock | — | (41,836) | 1,097 | 43,859 | (702) | — | — | 1,321 | |||||||
Repurchase of Common Shares | (4,862) | (35,319) | — | — | (118,256) | — | — | (153,575) | |||||||
Dividends declared ( | — | — | — | — | (139,917) | — | — | (139,917) | |||||||
Other comprehensive income (loss) - net | — | — | — | — | — | (6,160) | — | (6,160) | |||||||
Net income for the period | — | — | — | — | 314,230 | — | 98 | 314,328 | |||||||
Balance as of December 31, 2024 | 263,728 | $ 2,275,583 | (4,226) | $ (144,432) | $ 2,174,514 | $ (75,779) | $ 1,621 | $ 4,231,507 | |||||||
Six Months Ended December 31, 2023 | |||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Comprehensive Income | Non- | Total | ||||||||||
Shares | Amount | Shares | Amount | ||||||||||||
Balance as of June 30, 2023 | 270,903 | $ 2,176,947 | (3,536) | $ (151,597) | $ 2,048,984 | $ (53,559) | $ 1,329 | $ 4,022,104 | |||||||
Issuance of Common Shares | |||||||||||||||
Under employee stock option plans | 425 | 14,003 | — | — | — | — | — | 14,003 | |||||||
Under employee stock purchase plans | 527 | 17,011 | — | — | — | — | — | 17,011 | |||||||
Share-based compensation | — | 76,997 | — | — | — | — | — | 76,997 | |||||||
Purchase of treasury stock | — | — | (1,400) | (53,085) | — | — | — | (53,085) | |||||||
Issuance of treasury stock | — | (23,102) | 536 | 25,593 | (2,491) | — | — | — | |||||||
Dividends declared ( | — | — | — | — | (135,426) | — | — | (135,426) | |||||||
Other comprehensive income (loss) - net | — | — | — | — | — | (29,940) | — | (29,940) | |||||||
Net income for the period | — | — | — | — | 118,576 | — | 107 | 118,683 | |||||||
Balance as of December 31, 2023 | 271,855 | $ 2,261,856 | (4,400) | $ (179,089) | $ 2,029,643 | $ (83,499) | $ 1,436 | $ 4,030,347 | |||||||
OPEN TEXT CORPORATION | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In thousands of | |||||||
(unaudited) | |||||||
Three Months Ended December 31, | Six Months Ended December 31, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Cash flows from operating activities: | |||||||
Net income for the period | $ 229,906 | $ 37,737 | $ 314,328 | $ 118,683 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization of intangible assets | 160,130 | 218,124 | 321,049 | 449,231 | |||
Share-based compensation expense | 30,361 | 40,175 | 59,919 | 77,270 | |||
Pension expense | 3,350 | 3,212 | 6,813 | 6,383 | |||
Amortization of debt discount and issuance costs | 5,499 | 7,325 | 10,795 | 12,821 | |||
Write-off of right of use assets | 1,385 | 6,248 | 1,385 | 10,963 | |||
Adjustment to gain on AMC Divestiture | 4,175 | — | 4,175 | — | |||
Loss on sale and write down of property and equipment, net | 437 | 1,419 | 439 | 1,877 | |||
Deferred taxes | (10,827) | (88,400) | (52,977) | (177,030) | |||
Share in net (income) loss of equity investees | (1,538) | 8,482 | (1,993) | 18,178 | |||
Changes in financial instruments | (45,549) | 38,117 | (20,614) | 20,222 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (15,728) | (91,589) | 41,879 | (60,285) | |||
Contract assets | (26,097) | (24,061) | (59,946) | (46,627) | |||
Prepaid expenses and other current assets | 32,427 | (15,337) | 54,578 | 3,989 | |||
Income taxes | (3,218) | 29,136 | (196,727) | 58,733 | |||
Accounts payable and accrued liabilities | (20,590) | 76,058 | (128,110) | (48,156) | |||
Deferred revenue | 5,124 | 107,974 | (71,407) | (42,502) | |||
Other assets | 3,306 | 1,114 | (1,436) | 5,218 | |||
Operating lease assets and liabilities, net | (4,561) | (5,081) | (11,964) | (11,194) | |||
Net cash provided by operating activities | 347,992 | 350,653 | 270,186 | 397,774 | |||
Cash flows from investing activities: | |||||||
Additions of property and equipment | (41,269) | (45,240) | (80,585) | (82,779) | |||
Purchase of Micro Focus, net of cash acquired | — | — | — | (9,272) | |||
Adjustment to proceeds from AMC Divestiture | (11,686) | — | (11,686) | — | |||
Proceeds from net investment hedge derivative contracts | — | — | 2,519 | 1,966 | |||
Other investing activities | 5,535 | (1,229) | 5,892 | (6,783) | |||
Net cash used in investing activities | (47,420) | (46,469) | (83,860) | (96,868) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Common Shares from exercise of stock options and ESPP | 8,291 | 17,804 | 17,740 | 29,257 | |||
Repayment of long-term debt and Revolver | (8,963) | (186,463) | (17,926) | (372,926) | |||
Net change in transition services agreement obligation | 26,233 | — | 21,938 | — | |||
Debt issuance costs | (1,066) | (831) | (1,066) | (2,792) | |||
Repurchase of Common Shares | (66,003) | — | (153,406) | — | |||
Purchase of treasury stock | (40,023) | — | (65,023) | (53,085) | |||
Payments of dividends to shareholders | (68,313) | (66,414) | (137,374) | (133,379) | |||
Net cash used in financing activities | (149,844) | (235,904) | (335,117) | (532,925) | |||
Foreign exchange gain (loss) on cash held in foreign currencies | (28,930) | 15,042 | (9,794) | 3,539 | |||
Increase (decrease) in cash, cash equivalents and restricted cash during the period | 121,798 | 83,322 | (158,585) | (228,480) | |||
Cash, cash equivalents and restricted cash at beginning of the period | 1,002,410 | 922,150 | 1,282,793 | 1,233,952 | |||
Cash, cash equivalents and restricted cash at end of the period | $ 1,124,208 | $ 1,005,472 | $ 1,124,208 | $ 1,005,472 | |||
OPEN TEXT CORPORATION | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(In thousands of | |||
(unaudited) | |||
Reconciliation of cash, cash equivalents and restricted cash: | December 31, 2024 | December 31, 2023 | |
Cash and cash equivalents | $ 1,122,192 | $ 1,003,134 | |
Restricted cash (1) | 2,016 | 2,338 | |
Total cash, cash equivalents and restricted cash | $ 1,124,208 | $ 1,005,472 | |
(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets. |
Notes
(1) All dollar amounts in this press release are in
(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
The Company uses these Non-GAAP financial measures to supplement the information provided in its condensed consolidated financial statements, which are presented in accordance with
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 (recovery of) 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
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 and in response to our return to office planning, 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. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to F'25 targets and F'27 aspirations, including A-EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.
The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. The Micro Focus Acquisition significantly impacts period-over-period comparability.
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended December 31, 2024 (In thousands, except for per share data) | ||||||
Three Months Ended December 31, 2024 | ||||||
GAAP-based | GAAP-based % of Total | Adjustments | Note | Non-GAAP- | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 172,288 | $ (2,796) | (1) | $ 169,492 | ||
Customer support | 62,656 | (1,139) | (1) | 61,517 | ||
Professional service and other | 68,041 | (1,273) | (1) | 66,768 | ||
Amortization of acquired technology-based intangible assets | 47,203 | (47,203) | (2) | — | ||
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 977,976 | 73.3 % | 52,411 | (3) | 1,030,387 | 77.2 % |
Operating expenses | ||||||
Research and development | 180,727 | (7,656) | (1) | 173,071 | ||
Sales and marketing | 273,929 | (11,223) | (1) | 262,706 | ||
General and administrative | 99,356 | (6,274) | (1) | 93,082 | ||
Amortization of acquired customer-based intangible assets | 81,048 | (81,048) | (2) | — | ||
Special charges (recoveries) | 15,238 | (15,238) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 295,799 | 173,850 | (5) | 469,649 | ||
Other income (expense), net | 68,615 | (68,615) | (6) | — | ||
Provision for income taxes | 50,893 | 41,755 | (7) | 92,648 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 229,862 | 63,480 | (8) | 293,342 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 0.87 | $ 0.24 | (8) | $ 1.11 | ||
(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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives 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 |
(8) | Reconciliation of GAAP-based income to Non-GAAP-based net income: |
Three Months Ended December 31, 2024 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 229,862 | $ 0.87 |
Add (deduct): | ||
Amortization | 128,251 | 0.49 |
Share-based compensation | 30,361 | 0.11 |
Special charges (recoveries) | 15,238 | 0.06 |
Other (income) expense, net | (68,615) | (0.26) |
GAAP-based provision for income taxes | 50,893 | 0.19 |
Non-GAAP-based provision for income taxes | (92,648) | (0.35) |
Non-GAAP-based net income, attributable to OpenText | $ 293,342 | $ 1.11 |
Reconciliation of Adjusted EBITDA | |
Three Months Ended December 31, 2024 | |
GAAP-based net income, attributable to OpenText | $ 229,862 |
Add: | |
Provision for income taxes | 50,893 |
Interest and other related expense, net | 83,615 |
Amortization of acquired technology-based intangible assets | 47,203 |
Amortization of acquired customer-based intangible assets | 81,048 |
Depreciation | 31,879 |
Share-based compensation | 30,361 |
Special charges (recoveries) | 15,238 |
Other (income) expense, net | (68,615) |
Adjusted EBITDA | $ 501,484 |
GAAP-based net income margin | 17.2 % |
Adjusted EBITDA margin | 37.6 % |
Reconciliation of Free cash flows | |
Three Months Ended December 31, 2024 | |
GAAP-based cash flows provided by operating activities | $ 347,992 |
Add: | |
Capital expenditures (1) | $ (41,269) |
Free cash flows | $ 306,723 |
(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. | |
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the six months ended December 31, 2024 (In thousands, except for per share data) | ||||||
Six Months Ended December 31, 2024 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 347,545 | $ (4,982) | (1) | $ 342,563 | ||
Customer support | 125,230 | (2,481) | (1) | 122,749 | ||
Professional service and other | 134,956 | (2,587) | (1) | 132,369 | ||
Amortization of acquired technology-based intangible assets | 94,447 | (94,447) | (2) | — | ||
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 1,888,334 | 72.5 % | 104,497 | (3) | 1,992,831 | 76.5 % |
Operating expenses | ||||||
Research and development | 371,420 | (15,823) | (1) | 355,597 | ||
Sales and marketing | 519,811 | (20,538) | (1) | 499,273 | ||
General and administrative | 206,086 | (13,508) | (1) | 192,578 | ||
Amortization of acquired customer-based intangible assets | 162,552 | (162,552) | (2) | — | ||
Special charges (recoveries) | 62,374 | (62,374) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 502,041 | 379,292 | (5) | 881,333 | ||
Other income (expense), net | 32,960 | (32,960) | (6) | — | ||
Provision for income taxes | 52,776 | 118,448 | (7) | 171,224 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 314,230 | 227,884 | (8) | 542,114 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 1.18 | $ 0.85 | (8) | $ 2.03 | ||
(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) | 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Six Months Ended December 31, 2024 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 314,230 | $ 1.18 |
Add (deduct): | ||
Amortization | 256,999 | 0.96 |
Share-based compensation | 59,919 | 0.22 |
Special charges (recoveries) | 62,374 | 0.23 |
Other (income) expense, net | (32,960) | (0.12) |
GAAP-based provision for income taxes | 52,776 | 0.20 |
Non-GAAP-based provision for income taxes | (171,224) | (0.64) |
Non-GAAP-based net income, attributable to OpenText | $ 542,114 | $ 2.03 |
Reconciliation of Adjusted EBITDA | |
Six Months Ended December 31, 2024 | |
GAAP-based net income, attributable to OpenText | $ 314,230 |
Add: | |
Provision for income taxes | 52,776 |
Interest and other related expense, net | 167,897 |
Amortization of acquired technology-based intangible assets | 94,447 |
Amortization of acquired customer-based intangible assets | 162,552 |
Depreciation | 64,050 |
Share-based compensation | 59,919 |
Special charges (recoveries) | 62,374 |
Other (income) expense, net | (32,960) |
Adjusted EBITDA | $ 945,285 |
GAAP-based net income margin | 12.1 % |
Adjusted EBITDA margin | 36.3 % |
Reconciliation of Free cash flows | |
Six Months Ended December 31, 2024 | |
GAAP-based cash flows provided by operating activities | $ 270,186 |
Add: | |
Capital expenditures (1) | (80,585) |
Free cash flows | $ 189,601 |
(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. | |
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended September 30, 2024 (In thousands, except for per share data) | ||||||
Three Months Ended September 30, 2024 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 175,257 | $ (2,186) | (1) | $ 173,071 | ||
Customer support | 62,574 | (1,342) | (1) | 61,232 | ||
Professional service and other | 66,915 | (1,314) | (1) | 65,601 | ||
Amortization of acquired technology-based intangible assets | 47,244 | (47,244) | (2) | — | ||
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) | 910,358 | 71.7 % | 52,086 | (3) | 962,444 | 75.8 % |
Operating expenses | ||||||
Research and development | 190,693 | (8,167) | (1) | 182,526 | ||
Sales and marketing | 245,882 | (9,315) | (1) | 236,567 | ||
General and administrative | 106,730 | (7,234) | (1) | 99,496 | ||
Amortization of acquired customer-based intangible assets | 81,504 | (81,504) | (2) | — | ||
Special charges (recoveries) | 47,136 | (47,136) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 206,242 | 205,442 | (5) | 411,684 | ||
Other income (expense), net | (35,655) | 35,655 | (6) | — | ||
Provision for income taxes | 1,883 | 76,693 | (7) | 78,576 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 84,368 | 164,404 | (8) | 248,772 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 0.32 | $ 0.61 | (8) | $ 0.93 | ||
(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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Three Months Ended September 30, 2024 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 84,368 | $ 0.32 |
Add (deduct): | ||
Amortization | 128,748 | 0.47 |
Share-based compensation | 29,558 | 0.11 |
Special charges (recoveries) | 47,136 | 0.18 |
Other (income) expense, net | 35,655 | 0.13 |
GAAP-based provision for income taxes | 1,883 | 0.01 |
Non-GAAP-based provision for income taxes | (78,576) | (0.29) |
Non-GAAP-based net income, attributable to OpenText | $ 248,772 | $ 0.93 |
Reconciliation of Adjusted EBITDA | |
Three Months Ended September 30, 2024 | |
GAAP-based net income, attributable to OpenText | $ 84,368 |
Add (deduct): | |
Provision for income taxes | 1,883 |
Interest and other related expense, net | 84,282 |
Amortization of acquired technology-based intangible assets | 47,244 |
Amortization of acquired customer-based intangible assets | 81,504 |
Depreciation | 32,171 |
Share-based compensation | 29,558 |
Special charges (recoveries) | 47,136 |
Other (income) expense, net | 35,655 |
Adjusted EBITDA | $ 443,801 |
GAAP-based net income margin | 6.6 % |
Adjusted EBITDA margin | 35.0 % |
Reconciliation of Free cash flows | |
Three Months Ended September 30, 2024 | |
GAAP-based cash flows provided by operating activities | $ (77,806) |
Add: | |
Capital expenditures (1) | (39,316) |
Free cash flows | $ (117,122) |
(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. | |
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended December 31, 2023 (In thousands, except for per share data) | ||||||
Three Months Ended December 31, 2023 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 180,148 | $ (3,609) | (1) | $ 176,539 | ||
Customer support | 73,374 | (1,128) | (1) | 72,246 | ||
Professional service and other | 75,459 | (1,756) | (1) | 73,703 | ||
Amortization of acquired technology-based intangible assets | 70,784 | (70,784) | (2) | — | ||
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) | 1,129,120 | 73.6 % | 77,277 | (3) | 1,206,397 | 78.6 % |
Operating expenses | ||||||
Research and development | 212,855 | (12,767) | (1) | 200,088 | ||
Sales and marketing | 287,628 | (13,227) | (1) | 274,401 | ||
General and administrative | 173,264 | (7,688) | (1) | 165,576 | ||
Amortization of acquired customer-based intangible assets | 113,925 | (113,925) | (2) | — | ||
Special charges (recoveries) | 54,166 | (54,166) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 253,867 | 279,050 | (5) | 532,917 | ||
Other income (expense), net | (68,784) | 68,784 | (6) | — | ||
Provision for income taxes | 8,054 | 47,054 | (7) | 55,108 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 37,675 | 300,780 | (8) | 338,455 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 0.14 | $ 1.10 | (8) | $ 1.24 | ||
(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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Three Months Ended December 31, 2023 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 37,675 | $ 0.14 |
Add (deduct): | ||
Amortization | 184,709 | 0.68 |
Share-based compensation | 40,175 | 0.15 |
Special charges (recoveries) | 54,166 | 0.20 |
Other (income) expense, net | 68,784 | 0.24 |
GAAP-based provision for income taxes | 8,054 | 0.03 |
Non-GAAP-based provision for income taxes | (55,108) | (0.20) |
Non-GAAP-based net income, attributable to OpenText | $ 338,455 | $ 1.24 |
Reconciliation of Adjusted EBITDA | |
Three Months Ended December 31, 2023 | |
GAAP-based net income, attributable to OpenText | $ 37,675 |
Add (deduct): | |
Provision for income taxes | 8,054 |
Interest and other related expense, net | 139,292 |
Amortization of acquired technology-based intangible assets | 70,784 |
Amortization of acquired customer-based intangible assets | 113,925 |
Depreciation | 33,415 |
Share-based compensation | 40,175 |
Special charges (recoveries) | 54,166 |
Other (income) expense, net | 68,784 |
Adjusted EBITDA | $ 566,270 |
GAAP-based net income margin | 2.5 % |
Adjusted EBITDA margin | 36.9 % |
Reconciliation of Free cash flows | |
Three Months Ended December 31, 2023 | |
GAAP-based cash flows provided by operating activities | $ 350,653 |
Add: | |
Capital expenditures (1) | (45,240) |
Free cash flows | $ 305,413 |
(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. | |
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the six months ended December 31, 2023 (In thousands, except for per share data) | ||||||
Six Months Ended December 31, 2023 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 351,560 | $ (6,600) | (1) | $ 344,960 | ||
Customer support | 148,388 | (2,186) | (1) | 146,202 | ||
Professional service and other | 155,381 | (3,638) | (1) | 151,743 | ||
Amortization of acquired technology-based intangible assets | 147,608 | (147,608) | (2) | — | ||
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 2,147,538 | 72.5 % | 160,032 | (3) | 2,307,570 | 78.0 % |
Operating expenses | ||||||
Research and development | 439,086 | (24,501) | (1) | 414,585 | ||
Sales and marketing | 567,635 | (25,034) | (1) | 542,601 | ||
General and administrative | 304,475 | (15,311) | (1) | 289,164 | ||
Amortization of acquired customer-based intangible assets | 234,117 | (234,117) | (2) | — | ||
Special charges (recoveries) | 67,960 | (67,960) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 466,759 | 526,955 | (5) | 993,714 | ||
Other income (expense), net | (48,614) | 48,614 | (6) | — | ||
Provision for income taxes | 18,406 | 81,367 | (7) | 99,773 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 118,576 | 494,202 | (8) | 612,778 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 0.44 | $ 1.81 | (8) | $ 2.25 | ||
(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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Six Months Ended December 31, 2023 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 118,576 | $ 0.44 |
Add (deduct): | ||
Amortization | 381,725 | 1.40 |
Share-based compensation | 77,270 | 0.29 |
Special charges (recoveries) | 67,960 | 0.25 |
Other (income) expense, net | 48,614 | 0.16 |
GAAP-based provision for income taxes | 18,406 | 0.07 |
Non-GAAP-based provision for income taxes | (99,773) | (0.36) |
Non-GAAP-based net income, attributable to OpenText | $ 612,778 | $ 2.25 |
Reconciliation of Adjusted EBITDA | |
Six Months Ended December 31, 2023 | |
GAAP-based net income, attributable to OpenText | $ 118,576 |
Add: | |
Provision for income taxes | 18,406 |
Interest and other related expense, net | 281,056 |
Amortization of acquired technology-based intangible assets | 147,608 |
Amortization of acquired customer-based intangible assets | 234,117 |
Depreciation | 67,506 |
Share-based compensation | 77,270 |
Special charges (recoveries) | 67,960 |
Other (income) expense, net | 48,614 |
Adjusted EBITDA | $ 1,061,113 |
GAAP-based net income margin | 4.0 % |
Adjusted EBITDA margin | 35.8 % |
Reconciliation of Free cash flows | |
Six Months Ended December 31, 2023 | |
GAAP-based cash flows provided by operating activities | $ 397,774 |
Add: | |
Capital expenditures (1) | (82,779) |
Free cash flows | $ 314,995 |
(1) Defined as "Additions of property and equipment" in the 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 six months ended December 31, 2024 and 2023: | |||||
Three Months Ended December 31, 2024 | Three Months Ended December 31, 2023 | ||||
Currencies | % of Revenue | % of Expenses(1) | % of Revenue | % of Expenses(1) | |
EURO | 23 % | 13 % | 23 % | 12 % | |
GBP | 5 % | 7 % | 4 % | 7 % | |
CAD | 3 % | 10 % | 3 % | 9 % | |
USD | 58 % | 46 % | 59 % | 51 % | |
Other | 11 % | 24 % | 11 % | 21 % | |
Total | 100 % | 100 % | 100 % | 100 % | |
Six Months Ended December 31, 2024 | Six Months Ended December 31, 2023 | ||||
Currencies | % of Revenue | % of Expenses(1) | % of Revenue | % of Expenses(1) | |
EURO | 23 % | 12 % | 22 % | 11 % | |
GBP | 5 % | 7 % | 5 % | 8 % | |
CAD | 3 % | 10 % | 3 % | 10 % | |
USD | 59 % | 48 % | 59 % | 51 % | |
Other | 10 % | 23 % | 11 % | 20 % | |
Total | 100 % | 100 % | 100 % | 100 % | |
(1) 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 (recoveries). |
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SOURCE Open Text Corporation
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