OpenText Reports Third Quarter Fiscal Year 2025 Financial Results
PR Newswire
WATERLOO, ON, April 30, 2025
Announces Expansion and Final Phase of Business Optimization Plan
Fiscal 2025 Third Quarter Highlights (in millions(1) )
Profitability EPS Cash Flows
--------- --------------------------- ----------------------- ----------------------------
Cloud
Revenues Net Income A-EBITDA GAAP Non-GAAP Operating Free Cash Flows
--------- ----------- ------------ --------- ---------- --------- ---------------
$463 $93 $395 $0.35 $0.82 $402 $374
+1.8% Y/Y 7.4% margin 31.5% margin -2.8% Y/Y -12.8% Y/Y +4.6% Y/Y +7.4% Y/Y
"On the strength of our operating model, OpenText delivered solid Q3 Cloud
revenues, A-EBITDA margin and free cash flows, however, total revenues fell
short of our expectations given demand volatility," said Mark J. Barrenechea,
OpenText CEO & CTO. "While every organization is managing significant
uncertainty, we continue to prove the criticality of OpenText products and the
resiliency of our business model, as we support customers in all industries
across this dynamic environment."
"We are incredibly proud to have expanded many customer relationships during the
quarter, and we launched with great anticipation our new Titanium X platform (CE
25.2) that will allow customers to work in SaaS and hybrid environments, while
making smarter decisions with OpenText Aviator AI," said Barrenechea. "In
addition, we announced the significant final phase of our Business Optimization
Plan that commenced last summer. This work is important in continuously improve
our A-EBITDA margin, and allow us to reinvest for the long-term in our Aviator
AI platform, Content, Security and Cloud growth products."
Mark J. Barrenechea, OpenText CEO & CTO
"I am excited to have joined such an extraordinary Canadian company. There is no
other Canadian software company with the breadth, depth and clear winning
position particularly in AI, Content, Security and Cloud, as OpenText. We have
the operational focus to generate strong long-term margin and earnings growth,
while leveraging our significant cash flow generation capability to reinvest in
top priority products and investor returns. The bottom line results this quarter
are a great example of our resilience and consistency. It's an exceptional time
for investors to participate in the earnings growth engine we're building at
OpenText."
Chadwick Westlake, OpenText EVP, CFO
WATERLOO, ON, April 30, 2025 /PRNewswire/ -- Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the third quarter ended March 31, 2025.
Third Quarter Financial Highlights Y/Y
-- Total revenues: $1.254 billion, -13.3% Y/Y or -4.5% when adjusted for the
AMC divestiture
-- Annual recurring revenues $(ARR)$: $1.030 billion, -10.1% Y/Y or -2.8% when
adjusted for the AMC divestiture
-- Cloud revenues: $463 million, +1.8% Y/Y, 17 consecutive quarters of cloud
organic growth
-- Quarterly enterprise cloud bookings(2):$151 million, -8.4% Y/Y
-- Cash flows: Operating $402 million and free cash flows(3) $374 million
-- Net income: GAAP $93 million, -5.6% Y/Y, Non-GAAP(3) $216 million, -16.0%
Y/Y
-- Adjusted EBITDA(3) of $395 million, margin of 31.5%
-- Diluted earnings per share (EPS): GAAP $0.35, Non-GAAP(3) $0.82
-- Returned $183 million of capital to shareholders
-- Paid $68 million to shareholders through dividends
-- Repurchased $115 million of common shares for cancellation
(1) Numbers represented are in millions of US dollars, except for per share
or percentage metrics.
(2) 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.
(3) Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed
consolidated financial statements below.
Financial Highlights for Q3 Fiscal 2025 with Year Over Year Comparisons
Summary of
Quarterly
Results
-----------------
(In millions,
except per share Q3 FY'25 % Change
data) Q3 FY'25 Q3 FY'24 $ Change % Change in CC* in CC*
Revenues:
Cloud services
and
subscriptions $463 $455 $8 1.8 % $468 3.0 %
Customer
support $567 $691 ($124) (17.9) % $578 (16.4) %
Total annual
recurring
revenues** $1,030 $1,146 ($116) (10.1) % $1,046 (8.7) %
License $138 $200 ($62) (30.9) % $141 (29.6) %
Professional
service and
other $86 $101 ($15) (14.7) % $88 (12.6) %
Total revenues $1,254 $1,447 ($193) (13.3) % $1,275 (11.9) %
GAAP-based
operating
income $209 $227 ($18) (7.9) % N/A N/A
Non-GAAP-based
operating income
(1) $363 $432 ($69) (15.9) % $366 (15.3) %
GAAP-based net
income
attributable to
OpenText $93 $98 ($5) (5.6) % N/A N/A
Non-GAAP-based
net income
attributable to
OpenText (1) $216 $257 ($41) (16.0) % $218 (15.1) %
GAAP-based EPS,
diluted $0.35 $0.36 ($0.01) (2.8) % N/A N/A
Non-GAAP-based
EPS, diluted
(1)(2) $0.82 $0.94 ($0.12) (12.8) % $0.83 (11.7) %
Adjusted
EBITDA (1) $395 $464 ($68) (14.8) % $398 (14.2) %
Operating cash
flows $402 $385 $18 4.6 % N/A N/A
Free cash flows
(1) $374 $348 $26 7.4 % N/A N/A
----------------- --------- --------- -------- -------- --------- --------
Summary of YTD
Results
-----------------
(In millions,
except per share FY'25 YTD % Change
data) FY'25 YTD FY'24 YTD $ Change % Change in CC* in CC*
Revenues:
Cloud services
and
subscriptions $1,382 $1,356 $26 1.9 % $1,387 2.3 %
Customer
support $1,753 $2,085 ($331) (15.9) % $1,761 (15.5) %
Total annual
recurring
revenues** $3,135 $3,441 ($305) (8.9) % $3,148 (8.5) %
License $453 $663 ($210) (31.6) % $455 (31.3) %
Professional
service and
other $269 $304 ($35) (11.5) % $270 (11.3) %
Total revenues $3,858 $4,407 ($550) (12.5) % $3,873 (12.1) %
GAAP-based
operating
income $711 $694 $17 2.5 % N/A N/A
Non-GAAP-based
operating income
(1) $1,244 $1,425 ($181) (12.7) % $1,241 (13.0) %
GAAP-based net
income
attributable to
OpenText $407 $217 $190 87.7 % N/A N/A
Non-GAAP-based
net income
attributable to
OpenText (1) $758 $870 ($112) (12.9) % $756 (13.1) %
GAAP-based EPS,
diluted $1.53 $0.80 $0.73 91.3 % N/A N/A
Non-GAAP-based
EPS, diluted
(1)(2) $2.85 $3.19 ($0.34) (10.7) % $2.85 (10.8) %
Adjusted
EBITDA (1) $1,341 $1,525 ($184) (12.1) % $1,337 (12.3) %
Operating cash
flows $672 $782 ($110) (14.1) % N/A N/A
Free cash flows
(1) $563 $663 ($100) (15.0) % 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.
Expansion of the Business Optimization Plan
On April 29, 2025, the Board approved an expansion of our previously announced Business Optimization Plan to complete strategic initiatives, integration and simplification following the Micro Focus acquisition, AMC divestiture and other growth and innovation plans including the deployment of AI and automation. We expect up to approximately $200 million of additional costs to be incurred to complete this final phase of the Business Optimization Plan, bringing the combined plan up to approximately $260 million. This expansion includes costs associated with workforce reduction due to automation, centralization and simplification, and corresponding facility costs related to a reduction of our real estate footprint globally. On an overall basis, the expansion is expected to result in a total net reduction of approximately 2,000 positions, an increase of approximately 1,600 positions from the previously announced plan. The expanded Business Optimization Plan along with other savings initiatives, when fully implemented, is expected to generate total annualized savings of approximately $490 million to $550 million, an increase of $340 million to $400 million on an annualized basis. Of this, approximately 50% will be realized in Fiscal 2026, with the remaining annualized benefit to be realized in Fiscal 2027.
Dividend
As part of our quarterly, non-cumulative cash dividend program, the Board declared on April 29, 2025, a cash dividend of $0.2625 per common share. The record date for this dividend is June 6, 2025 and the payment date is June 20, 2025. OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.
Share Repurchase
OpenText announced that in the third quarter of Fiscal 2025, it repurchased $115 million of common shares for cancellation under its share repurchase plan (the Fiscal 2025 Repurchase Plan). As of the end of the third quarter of Fiscal 2025, $266 million of common shares have been repurchased for cancellation under the Fiscal 2025 Repurchase Plan. During the fiscal quarter, OpenText also announced that it increased the authorized limit of the Fiscal 2025 Repurchase Plan by $150 million to $450 million and established an automatic share purchase plan (ASPP) with its broker to facilitate repurchases of common shares. Under the Fiscal 2025 Repurchase Plan, for the period commencing August 7, 2024 until August 6, 2025, OpenText intends to purchase for cancellation in open market transactions, from time to time, up to $450 million of its issued and outstanding common shares, subject to a maximum of 21,179,064 common shares.
Quarterly Business Highlights
-- Key customer wins in the quarter include: ABN AMRO Bank, Alps Alpine
North America, Avatel Telecom, Converge ICT Solutions, Criteo Technology,
Fidelity National Financial, Froneri International, Japan Tobacco
International (Spain), Kubus IT GbR, Leonardo UK, Pikeville Medical
Center, Quantum Health, Sky Italia, SMA Solar Technology, United States
Air Force.
-- OpenText announced availability of Cloud Editions 25.2, formerly known as
Titanium X, which brings together a comprehensive set of enterprise
capabilities for process automation, data, security and AI.
-- OpenText held customer summits in London and Munich, empowering
businesses with the latest breakthroughs in information management and AI
that are driving massive growth and productivity enhancements for the
world's largest organizations.
-- OpenText launched next generation OpenText Cybersecurity Cloud with
AI-powered threat detection and response capabilities.
-- OpenText strengthened consumer Cybersecurity portfolio delivering
multiple layers of security in a single, unified platform.
Summary of
Quarterly
Results
---------------
% Change % Change (Q3
Q3 Q2 Q3 (Q3 FY'25 vs FY'25 vs Q3
FY'25 FY'25 FY'24 Q2 FY'25) FY'24)
Revenue
(millions) $1,254 $1,335 $1,447 (6.0) % (13.3) %
GAAP-based
gross margin 71.6 % 73.3 % 73.0 % (170) bps (140) bps
Non-GAAP-based
gross margin
(1) 75.7 % 77.2 % 76.7 % (150) bps (100) bps
GAAP-based EPS,
diluted $0.35 $0.87 $0.36 (59.8) % (2.8) %
Non-GAAP-based
EPS, diluted
(1)(2) $0.82 $1.11 $0.94 (26.1) % (12.8) %
--------------- ------ ------ ------- ------------ --- ------------ ---
(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 tomorrow on Thursday, May 1, 2025 at 8:30 a.m. ET (5:30 a.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.
Copyright (c)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 https://www.opentext.com.
OTEX-F
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 delivering long term margin and earnings growth, reinvestment in growth products, margin improvement and efficiency; achieving total revenue growth, competitive advantage through innovation, and operational excellence through delivering upper quartile margins, free cash flow, earnings and capital return; customer benefits from products; A-EBITDA expansion; executing the Company's capital allocation strategy, including expected return to shareholders; level of performance through the fiscal year; new bookings, demand, scale and revenue growth; expansion and execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings, associated benefits thereof and potential adjustments of amounts thereto; innovation fueled by cloud, AI and security technologies; executing on targets and aspirations; future acquisitions or divestitures and associated strategy; future revenues, operating expenses, margins, free cash flows, interest expense and capital expenditures; net leverage and savings targets and timing thereof; 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 reinvestment therein 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 $(SEC.UK)$ 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 . 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.
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)
March 31, 2025 June 30, 2024
----------------------- -----------------------
ASSETS (unaudited)
Cash and cash equivalents $ 1,277,950 $ 1,280,662
Accounts receivable trade,
net of allowance for
credit losses of $13,379
as of March 31, 2025 and
$12,108 as of June 30,
2024 593,069 626,189
Contract assets 70,878 66,450
Income taxes recoverable 18,767 61,113
Prepaid expenses and other
current assets 200,969 242,911
Total current assets 2,161,633 2,277,325
Property and equipment,
net of accumulated
depreciation of $806,609
as of March 31, 2025 and
$751,174 as of June 30,
2024 367,741 367,740
Operating lease right of
use assets 209,121 219,774
Long-term contract assets 47,961 38,684
Goodwill 7,493,952 7,488,367
Acquired intangible assets 2,102,476 2,486,264
Deferred tax assets 1,004,429 932,657
Other assets 303,124 298,281
Long-term income taxes
recoverable 64,389 96,615
Total assets $ 13,754,826 $ 14,205,707
======================= =======================
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued liabilities $ 847,735 $ 931,116
Current portion of
long-term debt 35,850 35,850
Operating lease
liabilities 75,538 76,446
Deferred revenues 1,526,829 1,521,416
Income taxes payable 37,231 235,666
Total current
liabilities 2,523,183 2,800,494
Long-term liabilities:
Accrued liabilities 42,555 46,483
Pension liability, net 132,066 127,255
Long-term debt 6,345,390 6,356,943
Long-term operating
lease liabilities 195,394 218,174
Long-term deferred
revenues 171,890 162,401
Long-term income taxes
payable 84,294 145,644
Deferred tax
liabilities 129,646 148,632
Total long-term
liabilities 7,101,235 7,205,532
Shareholders' equity:
Share capital and
additional paid-in
capital
259,649,857 and
267,800,517 Common
Shares issued and
outstanding at
March 31, 2025 and
June 30, 2024,
respectively;
authorized Common
Shares: unlimited 2,200,012 2,271,886
Accumulated other
comprehensive income
(loss) (75,847) (69,619)
Retained earnings 2,082,247 2,119,159
Treasury stock, at cost
(2,512,726 and 3,135,980
shares at March 31, 2025
and June 30, 2024,
respectively) (77,674) (123,268)
----------------------- -----------------------
Total OpenText
shareholders'
equity 4,128,738 4,198,158
Non-controlling
interests 1,670 1,523
----------------------- -----------------------
Total shareholders'
equity 4,130,408 4,199,681
----------------------- -----------------------
Total liabilities
and shareholders'
equity $ 13,754,826 $ 14,205,707
======================= =======================
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
(unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
-------------------------------------- --------------------------------------
2025 2024 2025 2024
------------------ ------------------ ------------------ ------------------
Revenues:
Cloud services and
subscriptions $ 462,614 $ 454,528 $ 1,381,944 $ 1,355,633
Customer support 567,379 691,441 1,753,464 2,084,916
License 138,363 200,363 453,099 662,627
Professional
service and
other 86,007 100,799 269,361 304,252
------------------ ------------------ ------------------ ------------------
Total revenues 1,254,363 1,447,131 3,857,868 4,407,428
------------------ ------------------ ------------------ ------------------
Cost of revenues:
Cloud services and
subscriptions 174,186 186,400 521,731 537,960
Customer support 61,733 74,639 186,963 223,027
License 7,504 6,769 20,497 16,591
Professional
service and
other 65,487 75,455 200,443 230,836
Amortization of
acquired
technology-based
intangible
assets 47,199 48,094 141,646 195,702
------------------ ------------------ ------------------ ------------------
Total cost of
revenues 356,109 391,357 1,071,280 1,204,116
------------------ ------------------ ------------------ ------------------
Gross profit 898,254 1,055,774 2,786,588 3,203,312
------------------ ------------------ ------------------ ------------------
Operating expenses:
Research and
development 197,333 226,521 568,753 665,608
Sales and
marketing 260,102 303,750 779,913 871,384
General and
administrative 115,718 145,924 321,804 450,399
Depreciation 32,474 32,109 96,524 99,615
Amortization of
acquired
customer-based
intangible
assets 79,683 100,841 242,235 334,958
Special charges
(recoveries) 3,854 19,561 66,228 87,521
------------------ ------------------ ------------------ ------------------
Total operating
expenses 689,164 828,706 2,075,457 2,509,485
------------------ ------------------ ------------------ ------------------
Income from
operations 209,090 227,068 711,131 693,827
------------------ ------------------ ------------------ ------------------
Other income
(expense), net (26,578) 9,950 6,382 (38,664)
Interest and other
related expense,
net (78,816) (132,663) (246,713) (413,719)
------------------ ------------------ ------------------ ------------------
Income before income
taxes 103,696 104,355 470,800 241,444
Provision for income
taxes 10,842 6,028 63,618 24,434
------------------ ------------------ ------------------ ------------------
Net income for the
period $ 92,854 $ 98,327 $ 407,182 $ 217,010
------------------ ------------------ ------------------ ------------------
Net (income)
attributable to
non-controlling
interests (49) (42) (147) (149)
------------------ ------------------ ------------------ ------------------
Net income
attributable to
OpenText $ 92,805 $ 98,285 $ 407,035 $ 216,861
================== ================== ================== ==================
Earnings per
share--basic
attributable to
OpenText $ 0.35 $ 0.36 $ 1.54 $ 0.80
================== ================== ================== ==================
Earnings per
share--diluted
attributable to
OpenText $ 0.35 $ 0.36 $ 1.53 $ 0.80
================== ================== ================== ==================
Weighted average
number of Common
Shares
outstanding--basic
(in '000's) 262,841 272,272 265,132 271,671
================== ================== ================== ==================
Weighted average
number of Common
Shares
outstanding--diluted
(in '000's) 263,834 273,033 265,610 272,349
================== ================== ================== ==================
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)
(unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2025 2024 2025 2024
--------------- --------------- -------------- --------------
Net income for the
period $ 92,854 $ 98,327 $ 407,182 $ 217,010
Other comprehensive
income (loss)--net of
tax:
Net foreign
currency
translation
adjustments (1,511) 11,765 (5,534) (18,614)
Unrealized gain
(loss) on cash flow
hedges:
Unrealized gain
(loss)--net of
tax (1) (46) (1,634) (3,580) (1,953)
(Gain) loss
reclassified
into net
income--net of
tax (2) 1,371 118 2,643 455
Unrealized gain
(loss) on
available-for-sale
financial assets:
Unrealized gain
(loss)--net of
tax (3) (395) 90 289 319
Actuarial gain
(loss) relating to
defined benefit
pension plans:
Actuarial gain
(loss)--net of
tax (4) -- -- (1,045) (110)
Amortization of
actuarial
(gain) loss
into net
income--net of
tax (5) 513 115 999 417
--------------- --------------- -------------- --------------
Total other
comprehensive income
(loss), net for the
period (68) 10,454 (6,228) (19,486)
--------------- --------------- -------------- --------------
Total comprehensive
income 92,786 108,781 400,954 197,524
Comprehensive income
attributable to
non-controlling
interests (49) (42) (147) (149)
--------------- --------------- -------------- --------------
Total comprehensive
income attributable
to OpenText $ 92,737 $ 108,739 $ 400,807 $ 197,375
=============== =============== ============== ==============
(______________________________)
(1) Net of tax expense (recovery) of $(17) and $(589) for the three months
ended March 31, 2025 and 2024, respectively; $(1,291) and $(704) for the
nine months ended March 31, 2025 and 2024, respectively.
(2) Net of tax expense (recovery) of $494 and $42 for the three months ended
March 31, 2025 and 2024, respectively; $952 and $163 for the nine months
ended March 31, 2025 and 2024, respectively.
(3) Net of tax expense (recovery) of $91 and $24 for the three months ended
March 31, 2025 and 2024, respectively; $316 and $84 for the nine months
ended March 31, 2025 and 2024, respectively.
(4) Net of tax expense (recovery) of $-- and $-- for the three months ended
March 31, 2025 and 2024, respectively; $(43) and $110 for the nine months
ended March 31, 2025 and 2024, respectively.
(5) Net of tax expense (recovery) of $83 and $50 for the three months ended
March 31, 2025 and 2024, respectively; $267 and $175 for the nine months
ended March 31, 2025 and 2024, respectively.
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars and shares)
(unaudited)
Three Months Ended March 31, 2025
---------------------------------------------------------------------------------------------------
Common Shares and
Additional Paid in
Capital Treasury Stock
-------------------- -------------------- ----------- ---------------- ----------- -----------
Accumulated
Other Non-
Retained Comprehensive Controlling
Shares Amount Shares Amount Earnings Income Interests Total
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
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
Issuance of Common
Shares
Under employee
stock option
plans -- 3 -- -- -- -- -- 3
Under employee
stock purchase
plans 273 6,551 -- -- -- -- -- 6,551
Share-based
compensation -- 23,000 -- -- -- -- -- 23,000
Purchase of treasury
stock -- -- (297) (7,564) -- -- -- (7,564)
Issuance of treasury
stock -- (73,720) 2,010 74,322 (425) -- -- 177
Repurchase of Common
Shares (4,351) (31,405) -- -- (115,412) -- -- (146,817)
Dividends declared
($0.2625 per Common
Share) -- -- -- -- (69,235) -- -- (69,235)
Other comprehensive
income (loss) -
net -- -- -- -- -- (68) -- (68)
Net income for the
period -- -- -- -- 92,805 -- 49 92,854
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
Balance as of
March 31, 2025 259,650 $ 2,200,012 (2,513) $ (77,674) $ 2,082,247 $ (75,847) $ 1,670 $ 4,130,408
======= =========== ======= =========== =========== ================ =========== ===========
Three Months Ended March 31, 2024
---------------------------------------------------------------------------------------------------
Common Shares and
Additional Paid in
Capital Treasury Stock
-------------------- -------------------- ----------- ---------------- ----------- -----------
Accumulated
Other Non-
Retained Comprehensive Controlling
Shares Amount Shares Amount Earnings Income Interests Total
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
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
Issuance of Common
Shares
Under employee
stock option
plans 517 17,315 -- -- -- -- -- 17,315
Under employee
stock purchase
plans 190 6,698 -- -- -- -- -- 6,698
Share-based
compensation -- 35,947 -- -- -- -- -- 35,947
Issuance of treasury
stock -- (45,058) 1,023 45,483 (425) -- -- --
Dividends declared
($0.25 per Common
Share) -- -- -- -- (68,443) -- -- (68,443)
Other comprehensive
income (loss) -
net -- -- -- -- -- 10,454 -- 10,454
Net income for the
period -- -- -- -- 98,285 -- 42 98,327
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
Balance as of
March 31, 2024 272,562 $ 2,276,758 (3,377) $ (133,606) $ 2,059,060 $ (73,045) $ 1,478 $ 4,130,645
======= =========== ======= =========== =========== ================ =========== ===========
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars and shares)
(unaudited)
Nine Months Ended March 31, 2025
---------------------------------------------------------------------------------------------------
Common Shares and
Additional Paid in
Capital Treasury Stock
-------------------- -------------------- ----------- ---------------- ----------- -----------
Accumulated
Other Non-
Retained Comprehensive Controlling
Shares Amount Shares Amount Earnings Income Interests Total
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
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 1,883 -- -- -- -- -- 1,883
Under employee
stock purchase
plans 992 25,722 -- -- -- -- -- 25,722
Share-based
compensation -- 82,801 -- -- -- -- -- 82,801
Purchase of treasury
stock -- -- (2,484) (72,587) -- -- -- (72,587)
Issuance of treasury
stock -- (115,556) 3,107 118,181 (1,127) -- -- 1,498
Repurchase of Common
Shares (9,213) (66,724) -- -- (233,668) -- -- (300,392)
Dividends declared
($0.7875 per Common
Share) -- -- -- -- (209,152) -- -- (209,152)
Other comprehensive
income (loss) -
net -- -- -- -- -- (6,228) -- (6,228)
Net income for the
period -- -- -- -- 407,035 -- 147 407,182
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
Balance as of
March 31, 2025 259,650 $ 2,200,012 (2,513) $ (77,674) $ 2,082,247 $ (75,847) $ 1,670 $ 4,130,408
======= =========== ======= =========== =========== ================ =========== ===========
Nine Months Ended March 31, 2024
---------------------------------------------------------------------------------------------------
Common Shares and
Additional Paid in
Capital Treasury Stock
-------------------- -------------------- ----------- ---------------- ----------- -----------
Accumulated
Other Non-
Retained Comprehensive Controlling
Shares Amount Shares Amount Earnings Income Interests Total
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
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 942 31,318 -- -- -- -- -- 31,318
Under employee
stock purchase
plans 717 23,709 -- -- -- -- -- 23,709
Share-based
compensation -- 112,944 -- -- -- -- -- 112,944
Purchase of treasury
stock -- -- (1,400) (53,085) -- -- -- (53,085)
Issuance of treasury
stock -- (68,160) 1,559 71,076 (2,916) -- -- --
Dividends declared
($0.75 per Common
Share) -- -- -- -- (203,869) -- -- (203,869)
Other comprehensive
income (loss) -
net -- -- -- -- -- (19,486) -- (19,486)
Net income for the
period -- -- -- -- 216,861 -- 149 217,010
------- ----------- ------- ----------- ----------- ---------------- ----------- -----------
Balance as of
March 31, 2024 272,562 $ 2,276,758 (3,377) $ (133,606) $ 2,059,060 $ (73,045) $ 1,478 $ 4,130,645
======= =========== ======= =========== =========== ================ =========== ===========
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------------ ----------------------------------
2025 2024 2025 2024
----------------- ----------------- ---------------- ----------------
Cash flows from
operating
activities:
Net income for
the period $ 92,854 $ 98,327 $ 407,182 $ 217,010
Adjustments to
reconcile net
income to net
cash provided by
operating
activities:
Depreciation
and
amortization
of intangible
assets 159,356 181,044 480,405 630,275
Share-based
compensation
expense 23,000 36,042 82,919 113,312
Pension expense 3,381 3,196 10,194 9,579
Amortization of
debt discount
and issuance
costs 5,539 6,766 16,334 19,587
Write-off of
right of use
assets 46 4,278 1,431 15,241
Adjustment to
gain on AMC
Divestiture -- -- 4,175 --
Loss on
extinguishment
of debt -- 10,803 -- 10,803
Loss on sale
and write down
of property
and equipment,
net 289 (162) 728 1,715
Deferred taxes (38,794) (72,144) (91,771) (249,174)
Share in net
(income) loss
of equity
investees (1,644) 835 (3,637) 19,013
Changes in
derivative
instruments 9,836 (16,671) (10,778) 3,551
Changes in
operating assets
and
liabilities:
Accounts
receivable 70,030 111,772 111,909 51,487
Contract assets (36,155) (24,859) (96,101) (71,486)
Prepaid
expenses and
other current
assets (17,401) 728 37,177 4,717
Income taxes 12,578 16,943 (184,149) 75,676
Accounts
payable and
accrued
liabilities 46,802 (24,731) (81,308) (72,887)
Deferred
revenue 82,367 56,840 10,960 14,338
Other assets (6,146) 650 (7,582) 5,868
Operating lease
assets and
liabilities,
net (3,697) (4,960) (15,661) (16,154)
----------------- ----------------- ---------------- ----------------
Net cash
provided by
operating
activities 402,241 384,697 672,427 782,471
----------------- ----------------- ---------------- ----------------
Cash flows from
investing
activities:
Additions of
property and
equipment (28,412) (36,537) (108,997) (119,316)
Purchase of
Micro Focus,
net of cash
acquired -- -- -- (9,272)
Settlement of
derivative
instruments (10,380) -- (10,380) --
Adjustment to
proceeds from
AMC
Divestiture -- -- (11,686) --
Proceeds from
interest on
derivative
instruments 2,647 2,490 5,166 4,456
Other investing
activities 582 6,315 6,474 (468)
----------------- ----------------- ---------------- ----------------
Net cash used in
investing
activities (35,563) (27,732) (119,423) (124,600)
----------------- ----------------- ---------------- ----------------
Cash flows from
financing
activities:
Proceeds from
issuance of
Common Shares
from exercise
of stock
options and
ESPP 8,185 27,770 25,925 57,027
Repayment of
long-term debt
and Revolver (8,962) (186,463) (26,888) (559,389)
Net change in
transition
services
agreement
obligation (37,215) -- (15,277) --
Debt issuance
costs -- -- (1,066) (2,792)
Repurchase of
Common Shares (114,563) -- (267,969) --
Purchase of
treasury
stock (5,136) -- (70,159) (53,085)
Payments of
dividends to
shareholders (67,961) (67,293) (205,335) (200,672)
Other financing
activities -- (1,447) -- (1,447)
----------------- ----------------- ---------------- ----------------
Net cash used in
financing
activities (225,652) (227,433) (560,769) (760,358)
----------------- ----------------- ---------------- ----------------
Foreign exchange
gain (loss) on
cash held in
foreign
currencies 14,660 (7,521) 4,866 (3,982)
----------------- ----------------- ---------------- ----------------
Increase
(decrease) in
cash, cash
equivalents and
restricted cash
during the
period 155,686 122,011 (2,899) (106,469)
Cash, cash
equivalents and
restricted cash
at beginning of
the period 1,124,208 1,005,472 1,282,793 1,233,952
----------------- ----------------- ---------------- ----------------
Cash, cash
equivalents and
restricted cash
at end of the
period $ 1,279,894 $ 1,127,483 $ 1,279,894 $ 1,127,483
================= ================= ================ ================
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)
Reconciliation of cash,
cash equivalents and
restricted cash: March 31, 2025 March 31, 2024
------------------------ ------------------------
Cash and cash
equivalents $ 1,277,950 $ 1,125,323
Restricted cash (1) 1,944 2,160
------------------------ ------------------------
Total cash, cash
equivalents and
restricted cash $ 1,279,894 $ 1,127,483
======================== ========================
(1) Restricted cash is classified under the Prepaid expenses and other current
assets and Other assets line items on the Condensed Consolidated Balance
Sheets.
Notes
(1) All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.
(2) Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its condensed consolidated financial statements, all of which should be considered when evaluating the Company's results.
The Company uses these Non-GAAP financial measures to supplement the information provided in its condensed consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.
Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense.
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