Technology

OpenText Reports Second Quarter Fiscal Year 2025 Financial Results

Published

2 years ago

February 6, 2025

Total Revenues of $1.335B, 16 Consecutive Quarters of Cloud Organic Growth

Delivers Net Income Margin of 17%, Robust Adjusted EBITDA Margin of 37.6%

GAAP EPS of $0.87, Non-GAAP EPS of $1.11

Operating Cash Flows of $348M and Free Cash Flows of $307M

Fiscal 2025 Second Quarter Highlights

Total Revenues

(in millions)

Annual Recurring Revenues

(in millions)

Cloud Revenues

(in millions)

$1,335

$1,053

$462

(13.1) %

(8.1) %

+2.7 %

Annual Recurring Revenues represent 79% of Total Revenues

“OpenText’s Q2 results demonstrate the strength of our operating model, delivering $501 million of adjusted EBITDA, and 37.6% adjusted EBITDA margin, and generating $307 million of Free Cash Flows (FCF). The Company’s top priorities remain total growth, competitive advantage, margin expansion and FCF, while producing upper quartile capital returns,” said Mark J. Barrenechea, OpenText CEO & CTO.

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

WATERLOO, ON, Feb. 6, 2025 /PRNewswire/ — Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the second quarter ended December 31, 2024.

Second Quarter Financial Highlights Y/Y

Total revenues of $1.335 billion, down 13.1% Y/Y or down 4.9% when adjusted for the AMC divestitureAnnual recurring revenues (ARR) of $1.053 billion, down 8.1% Y/Y or down 0.8% when adjusted for the AMC divestitureCloud revenues of $462 million, up 2.7% Y/YQuarterly enterprise cloud bookings(1) of $250 million, up 6.1% Y/YOperating cash flows of $348 million and free cash flows(2) of $307 millionGAAP-based net income of $230 million, up 510.1% Y/YAdjusted EBITDA(2) of $501 million, margin of 37.6%GAAP-based diluted earnings per share (EPS) of $0.87, Non-GAAP-based diluted EPS(2) of $1.11Returned $134 million of capital to shareholders consisting of $68 million of dividends and $66 million of share repurchases

(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
in CC*

% Change
in CC*

Revenues:

Cloud services and subscriptions

$462

$450

$12

2.7 %

$460

2.2 %

Customer support

$591

$696

($105)

(15.1) %

$585

(15.9) %

Total annual recurring revenues**

$1,053

$1,146

($93)

(8.1) %

$1,045

(8.8) %

License

$189

$289

($100)

(34.7) %

$188

(34.9) %

Professional service and other

$93

$100

($7)

(7.1) %

$91

(8.6) %

Total revenues

$1,335

$1,535

($200)

(13.1) %

$1,325

(13.7) %

GAAP-based operating income

$296

$254

$42

16.5 %

N/A

Non-GAAP-based operating income (1)

$470

$533

($63)

(11.9) %

$465

(12.8) %

GAAP-based net income attributable to OpenText

$230

$38

$192

510.1 %

N/A

GAAP-based EPS, diluted

$0.87

$0.14

$0.73

521.4 %

N/A

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

$1.11

$1.24

($0.13)

(10.5) %

$1.09

(12.1) %

Adjusted EBITDA (1)

$501

$566

($65)

(11.4) %

$497

(12.3) %

Operating cash flows

$348

$351

($3)

(0.8) %

N/A

Free cash flows (1)

$307

$305

0.4 %

N/A

Summary of YTD Results

(In millions, except per share data)

FY’25 YTD

FY’24 YTD

$ Change

% Change

FY’25 YTD
in CC*

% Change
in CC*

Revenues:

Cloud services and subscriptions

$919

$901

$18

2.0 %

$919

1.9 %

Customer support

$1,186

$1,393

($207)

(14.9) %

$1,183

(15.1) %

Total annual recurring revenues**

$2,105

$2,295

($189)

(8.2) %

$2,102

(8.4) %

License

$315

$462

($148)

(31.9) %

$314

(32.0) %

Professional service and other

$183

$203

($20)

(9.9) %

$182

(10.6) %

Total revenues

$2,604

$2,960

($357)

(12.1) %

$2,598

(12.2) %

GAAP-based operating income

$502

$467

$35

7.6 %

N/A

Non-GAAP-based operating income (1)

$881

$994

($112)

(11.3) %

$875

(11.9) %

GAAP-based net income attributable to OpenText

$314

$119

$196

165.0 %

N/A

GAAP-based EPS, diluted

$1.18

$0.44

$0.74

168.2 %

N/A

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

$2.03

$2.25

($0.22)

(9.8) %

$2.02

(10.4) %

Adjusted EBITDA (1)

$945

$1,061

($116)

(10.9) %

$939

(11.5) %

Operating cash flows

$270

$398

($128)

(32.1) %

N/A

Free cash flows (1)

$190

$315

($125)

(39.8) %

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 $0.2625 per common share. The record date for this dividend is March 7, 2025 and the payment date is March 21, 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 also announced that in the second quarter of Fiscal 2025, it repurchased $66 million of common shares for cancellation under its share repurchase plan (the Fiscal 2025 Repurchase Plan). In Fiscal 2025, $151 million of common shares have been repurchased for cancellation. 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 $300 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: 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, WanderaOpenText World 2024 unites industry leaders to tackle AI and information management, elevate human potential with robust AI masterclassesOpenText launches new Partner Enterprise Learning SubscriptionOpenText expands partner ecosystem access across full OpenText product suiteOpenText makes multi-cloud work with Cloud Editions 24.4OpenText 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
Q1 FY’25)

% Change

(Q2 FY’25 vs
Q2 FY’24)

Revenue (millions)

$1,335

$1,269

$1,535

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

$0.87

$0.32

$0.14

171.9 %

521.4 %

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

$1.11

$0.93

$1.24

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 U.S. dollars, except share data)

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 $14,641 as of December 31, 2024 and $12,108 as of June 30, 2024

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 $779,868 as of December 31, 2024 and $751,174 as of June 30, 2024

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

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 U.S. dollars, except share and per share data)

(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 U.S. dollars)

(unaudited)

Three Months Ended

December 31,

Six Months Ended
December 31,

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 $(1,510) and $549 for the three months ended December 31, 2024 and 2023, respectively; $(1,274) and $(115) for the six months ended December 31, 2024 and 2023, respectively.

(2)

Net of tax expense (recovery) of $364 and $118 for the three months ended December 31, 2024 and 2023, respectively; $458 and $121 for the six months ended December 31, 2024 and 2023, respectively.

(3)

Net of tax expense (recovery) of $18 and $119 for the three months ended December 31, 2024 and 2023, respectively; $225 and $60 for the six months ended December 31, 2024 and 2023, respectively.

(4)

Net of tax expense (recovery) of $— and $91 for the three months ended December 31, 2024 and 2023, respectively; $(43) and $110 for the six months ended December 31, 2024 and 2023, respectively.

(5)

Net of tax expense (recovery) of $92 and $50 for the three months ended December 31, 2024 and 2023, respectively; $184 and $125 for the six months ended December 31, 2024 and 2023, respectively.

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands of U.S. dollars and shares)

(unaudited)

Three Months Ended December 31, 2024

Common Shares and
Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated
Other

Comprehensive

Income

Non-
Controlling
Interests

Total

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

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

($0.2625 per Common Share)

—

(69,579)

—

(69,579)

Other comprehensive income (loss) – net

—

(1,323)

—

(1,323)

Net income for the period

—

229,862

—

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
Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated
Other

Comprehensive

Income

Non-
Controlling
Interests

Total

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

($0.25 per Common Share)

—

(67,648)

—

(67,648)

Other comprehensive income (loss) – net

—

(13,474)

—

(13,474)

Net income for the period

—

37,675

—

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 U.S. dollars and shares)

(unaudited)

Six Months Ended December 31, 2024

Common Shares and
Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated
Other

Comprehensive

Income

Non-
Controlling
Interests

Total

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

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

($0.525 per Common Share)

—

(139,917)

—

(139,917)

Other comprehensive income (loss) – net

—

(6,160)

—

(6,160)

Net income for the period

—

314,230

—

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
Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated
Other

Comprehensive

Income

Non-
Controlling
Interests

Total

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

($0.50 per Common Share)

—

(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 U.S. dollars)

(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 U.S. dollars)

(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 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.

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 U.S. GAAP.

The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions 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
Measures

% of Total
Revenue

Adjustments

Note

Non-GAAP-
based
Measures

% of Total
Revenue

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 18% and a Non-GAAP-based tax rate of approximately 24% ; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

Reconciliation of GAAP-based 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
Measures

% of Total
Revenue

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenue

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)

(3)

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

(4)

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 14% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

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

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
Measures

% of Total
Revenue

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenue

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)

(3)

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

(4)

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 2% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

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

Three Months Ended 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
Measures

% of Total
Revenue

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenue

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)

(3)

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

(4)

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 18% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

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

Three Months Ended 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
Measures

% of Total
Revenue

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenue

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)

(3)

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

(4)

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 13% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

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

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 %

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 %

(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).

View original content to download multimedia:https://www.prnewswire.com/news-releases/opentext-reports-second-quarter-fiscal-year-2025-financial-results-302370659.html

SOURCE Open Text Corporation

Technology

Strategic LiDAR Customer Initiates Production Orders with Sivers Semiconductors

Published

9 minutes ago

October 20, 2026

Shipments will begin in Q4 2026 against rolling production orders as the automotive and industrial sensing programs move into production phase in 2027

KISTA, Sweden, Oct. 20, 2026 /PRNewswire/ — Sivers Semiconductors AB (STO: SIVE), a global leader in photonics and wireless technologies, today announced that its strategic LiDAR customer has initiated production orders for its automotive and industrial sensing customers.

Sivers will supply the continuous-wave distributed feedback (CW DFB) lasers and optical amplifiers powering the customer’s LiDAR platforms, positioning the company to support growing demand as production scales.

“We are pleased to see this strategic program advance from design-win to production, with our customer placing first production orders,” said Alex McCann, Managing Director of Sivers Semiconductors’ photonics business. “This key milestone reflects confidence in our technology, our production facility and its reliability to meet the customer’s requirements for volume production. As the program scales, we expect rolling production orders placed to lead times, in line with our customer’s multi-year production forecasts.”

As announced in March 2026, the program represents a significant long-term opportunity, with estimated cumulative revenue potential of USD 53 million to USD 138 million over the customer’s product lifecycle. The opportunity comes amid strong growth in automotive LiDAR, with Yole Group projecting the global market to expand from USD 861 million in 2024 to USD 3.8 billion by 2030, representing a compound annual growth rate of 28 percent. Beyond automotive applications, LiDAR is gaining traction in industrial markets, including robotics and autonomous machinery.

For more information, please visit https://www.sivers-semiconductors.com/.

About Sivers Semiconductors

We are Critical Enablers of a Greener Data Economy with Energy Efficient Photonics & Wireless Solutions. Our differentiated high-precision laser and RF beamformer technologies help our customers in key markets such as AI Data Centers, SATCOM, Defense, and Telecom solve essential performance challenges while enabling a much greener footprint. Visit us at: www.sivers-semiconductors.com.

Forward-looking statements

This press release contains forward-looking statements, including statements regarding expected orders, the timing and scale of the customer’s production ramp, deliveries, market development and revenue potential. Such statements are based on current expectations and are subject to risks and uncertainties, including the customer’s production plans, end-market demand and Sivers’ manufacturing capacity, which could cause actual results to differ materially. Sivers undertakes no obligation to update any forward-looking statements, except as required by applicable law.

Media Contact
Tyler Weiland
Shelton Group
+1-972-571-7834
tweiland@sheltongroup.com

Company Contact
Heine Thorsgaard
CFO
ir@sivers-semiconductors.com

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/sivers-semiconductors/r/strategic-lidar-customer-initiates-production-orders-with-sivers-semiconductors,c4411825

View original content:https://www.prnewswire.com/news-releases/strategic-lidar-customer-initiates-production-orders-with-sivers-semiconductors-302913506.html

SOURCE Sivers Semiconductors

Technology

Segway Powersports Returns to EICMA for Fifth Year with Model Year 2027 Lineup and New Off-Road Innovations

Published

9 minutes ago

October 20, 2026

MILAN, Oct. 20, 2026 /PRNewswire/ — Segway Powersports is heading back to EICMA for fifth appearance, with new off-road innovations that reflect its “Fear No Place” philosophy. On November 3, the brand will unveil its Model Year 2027 (MY2027) lineup at a product launch in Milan. From upgraded ATVs to the debut of its new flagship two-row UTV and next-generation of iFUN system connected technology, the preview promises exciting developments in design, performance and the riding experience.

Segway Powersports will occupy approximately 880 square meters at EICMA 2026, setting the stage for its upcoming product launch:

Location: Hall 14, Booth I06Launch Date & Time: November 3 at 3:30 p.m. (Milan local time)

For Segway Powersports, off-road riding has always been about more than reaching a destination. It’s about taking on unfamiliar terrain with confidence and discovering new possibilities along the way. As Segway’s professional-grade, high-performance powersports line for global markets, the brand is built around the qualities riders depend on when conditions get tough: strong performance, reliable durability and confident handling.

Expertise, the pursuit of excellence and a spirit of exploration are at the heart of Segway Powersports. Together, these values shape the brand’s “Fear No Place” philosophy and its drive to push riding capabilities further. EICMA offers another opportunity to bring that philosophy into sharper focus and strengthen the brand’s identity in the global powersports market.

Beyond performance, Segway Powersports is forging a distinct visual identity anchored by Rider Red——its signature color-paired with the dedicated Segway Powersports logo. Consistently applied across vehicle designs and brand materials, the color creates a bold, instantly recognizable brand presence.

At this year’s EICMA, the MY2027 lineup will take center stage. Fresh designs, stronger performance and a more engaging riding experience are the key upgrades to look forward to. Meanwhile, the new flagship two-row UTV will make its Milan debut with an all-weather cabin comfort concept.

Smart connectivity will be another highlight. The next-generation connect system iFUN will make interactions between riders and their vehicles smarter and more intuitive.

With the upcoming launch, Segway Powersports aims to offer a more complete off-road lineup for a wider range of terrains and riding needs. From trail adventures and outings with companions to practical tasks, the expanded range gives riders more ways to make the most of every journey.

The Segway Powersports booth will also feature a special highlight: a race-prepared vehicle that claimed second place in the SSV class at the 2026 European Bajas Championship. Visitors can get a closer look at the race vehicle and a taste of competitive off-road racing.

Media, dealers, partners and consumers are invited to follow the Segway Powersports product launch on November 3 at 3:30 p.m. (Milan local time) in Hall 14, Booth I06 and discover what’s next for Segway Powersports.

About Segway Powersports

Segway Powersports is Segway’s professional-grade, high-performance powersports line for global markets. Guided by expertise, the pursuit of excellence and a spirit of exploration, the brand develops off-road vehicles that combine powerful performance, strong torque, reliable durability and responsive handling. Built for diverse and demanding terrain, its vehicles give riders the confidence to take on new challenges, reflecting the brand’s “Fear No Place” philosophy.

Contact: media@powersports.segway.com

View original content to download multimedia:https://www.prnewswire.co.uk/news-releases/segway-powersports-returns-to-eicma-for-fifth-year-with-model-year-2027-lineup-and-new-off-road-innovations-302913508.html

Technology

ShaMaran Announces Investment in Iraq and Contemplated Bond Issuance

Published

9 minutes ago

October 20, 2026

HAMILTON, Bermuda, Oct. 20, 2026 /PRNewswire/ — ShaMaran Petroleum Ltd. (“ShaMaran” or the “Company”) (Euronext Growth Oslo: SNM) (Nasdaq First North Stockholm: SNM) announces the expansion of the Company’s strategic collaboration with HKN Energy (“HKN”) into Federal Iraq. Building on their joint ventures across the Atrush and Sarsang oil fields in the Kurdistan Region of Iraq, HKN and ShaMaran are extending their cooperation into Federal Iraq through the Hamrin oil development and production contract (“DPC”). PDF Version

As part of this expansion, ShaMaran will have a 25% shareholding in HKN Hamrin Ltd. (the “Hamrin JV”), the joint venture company holding 100% of the Hamrin DPC. HKN, as the operator of the field, will leverage its operational expertise and established relationship with ShaMaran to advance a major long-term development program.

The Hamrin field is a large discovered and producing oil field previously operated by North Oil Company, an Iraqi state-owned oil company. HKN and ShaMaran will further develop the field with the aim of increasing production above the current 20 Mbopd to maximize recovery over the 25-year term of the DPC. The operator’s and management’s current estimate of remaining gross reserves and resources is in the range of 500 million to one billion barrels. The initial phase of development will target lifting field production to approximately 60 Mbopd by 2028. Further phases of development could target more than doubling those initial production levels, with currently estimated capex for later phases in the range of $2-3 per incremental barrel.

Garrett Soden, Chief Executive Officer of ShaMaran, commented, “The Hamrin investment is a natural extension of our cooperation with HKN, the operator of our two existing assets in the Kurdistan Region of Iraq. The Hamrin field in Federal Iraq is complementary to our existing Kurdistan production and reserves profile, and we expect material synergies from having the same team operate all three assets. Together with HKN, we are committed to increasing Hamrin production to create significant value for Iraq and our shareholders.”

The Hamrin JV farm-in consideration comprises a $35 million carry by ShaMaran of HKN’s share of initial costs in the Hamrin co-venture, with a further $15 million payable out of future cash flow once ShaMaran has recovered its initial investment and carry in full.

Financing – Contemplated Bond Issuance

Elvis Pellumbi, Chief Financial Officer of ShaMaran, commented, “On the back of the attractive Hamrin investment, we are looking to raise a new bond to better reflect the improved credit profile of our expanded asset portfolio, fund Hamrin growth capex and reduce interest costs. We see increased near-term cash flow from our existing assets due to the tri-party export agreement coupled with an enhanced long-term outlook from the addition of future Hamrin cash flows.”

ShaMaran has mandated Pareto Securities AS to be sole bookrunner and manager for a contemplated bond of up to $200 million in order to refinance its existing 2029 bond (ISIN NO0011057622) that has approximately $144 million currently outstanding. The proceeds from the new bond will be used to fund ShaMaran’s share of the Hamrin investment and for general corporate purposes. The Company will host fixed income investor meetings, and a bond issuance may follow subject to market conditions and acceptable terms. It is the Company’s intention to exercise the applicable call option in the existing bond upon successful issuance of the contemplated new bond.

ShaMaran to combine with Gulf Keystone Petroleum Ltd. (“Gulf Keystone”)

ShaMaran and Gulf Keystone today announced that they have signed a merger agreement and a combination agreement to combine their businesses and create a platform for growth in the Kurdistan Region of Iraq and Federal Iraq (the “Transaction”). A copy of the press release can be found at www.shamaranpetroleum.com.

About ShaMaran Petroleum Ltd.

ShaMaran is an independent oil and gas company with non-operated stakes in three fields in Iraq. The Company indirectly holds a 50% working interest in the Atrush Block and an 18% working interest in the Sarsang Block, both in the Kurdistan Region of Iraq. The Company will also hold a 25% interest in the Hamrin JV, which holds the Hamrin DPC in Federal Iraq. The Company is listed in Oslo on Euronext Growth and in Stockholm on Nasdaq First North (ticker “SNM”). ShaMaran is part of the Lundin Group of Companies.

Elvis Pellumbi, CFO, +41 22 560 8600, info@shamaranpetroleum.com, www.shamaranpetroleum.com

This information is information that ShaMaran Petroleum Ltd. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact person set out above, at 8:00 CET on October 20, 2026.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

The Company’s certified advisor on Nasdaq First North Growth Market is FNCA Sweden AB.

Forward-Looking Statements

Matters discussed in this announcement may constitute forward-looking statements. The use of any of the words “will”, “expected”, “planned” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of certain future events. Certain information set forth in this news release contains forward-looking statements.

View original content to download multimedia:https://www.prnewswire.co.uk/news-releases/shamaran-announces-investment-in-iraq-and-contemplated-bond-issuance-302913246.html

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