Attached files

file filename
8-K - OPEN TEXT CORPa8-kq412.htm


Exhibit 99.1

Open Text Reports Fourth Quarter and Fiscal Year 2012 Financial Results
Waterloo, ON, Aug. 9, 2012 /CNW/ - Open Text(TM) Corporation (NASDAQ:OTEX) (TSX: OTC), announced today its financial results for the fourth quarter and year ended June 30, 2012.
Financial Highlights for Q4 FY12
Total revenue for the period was $305.6 million up 7% Y/Y
License revenue was $78.0 million, down 2% Y/Y
GAAP-based EPS, diluted was $0.14 compared to $0.49 Y/Y; Non-GAAP-based EPS, diluted was $1.17 compared to $1.05 Y/Y up 11% Y/Y (2)
GAAP-based income from operations was $39.7 million and 13.0% of revenues; Non-GAAP-based operating income was $84.8 million and 27.7% of revenues(2)
Operating cash flow was $79.8 million compared to $52.0 million up 53% Y/Y, with an ending cash balance of $559.7 million.
Financial Highlights for FY12
Total revenue for the period was $1,207.5 million up 17% Y/Y
License revenue was $293.7 million, up 9% Y/Y
GAAP-based EPS, diluted was $2.13 compared to $2.11 Y/Y; Non-GAAP-based EPS, diluted was $4.60 compared to $4.07 Y/Y up 13% Y/Y (2)
GAAP-based income from operations was $149.4 million and 12.4% of revenues; Non-GAAP-based operating income was $329.9 million and 27.3% of revenues(2)
Operating cash flow was $266.5 million compared to $223.2 million up 19% Y/Y.

“In fiscal year 2012 OpenText delivered its best revenue and non-GAAP earnings in our 20 year history. With revenue up 17% and non-GAAP earnings up 13%, we have consistently grown revenue and non-GAAP earnings year-over-year for the last 7 fiscal years,” said OpenText CEO Mark J. Barrenechea.

Mr. Barrenechea continued, “During the fiscal year, we rebuilt the leadership team, better organized the company and positioned ourselves to grow market share in the $13 billion Enterprise Information Management (EIM) market. We see increasing demand for our EIM solutions as customers are turning their attention to a single source of truth for all of their unstructured information.”(5)  
 


1




Business Highlights

EIM expanded market opportunity
EasyLink acquisition closed July 2, 2012
Announcement of OpenText Cloud
Technology, services, financial and public sector saw the most demand
Organizational changes complete
8 deals over $1 million and 12 deals between $500K and $1 million in the fourth quarter
Customer successes in the fourth quarter include McCain Foods Limited, Capricorn Investment Holdings, Bendigo Bank of Australia, The Polytechnic University of Hong Kong, News International Limited, Mosaic, JP Morgan, U.S. Department of the Interior and the National Olympic Photo Pool.
OpenText Solutions help UK national press photographers showcase visual story of the Olympics
http://www.opentext.com/2/global/press-release-details.html?id=FD0360263C1A42748753AE2D358038EA
U.S. Department of the Interior deploys OpenText cloud-based ECM Solution
http://www.opentext.com/2/global/press-release-details.html?id=D7D55237959549F89FA6445E7898C9A4

Summary of Quarterly Results
 
 
 
 
 
 
 
 
Q4 FY12
Q3 FY12
Q4 FY11
% Change (Q/Q) 
 
 
% Change (Y/Y) 
 
 
Revenue (million)
$305.6
$292.3
$285.5
4.6%
 
7.0%
 
GAAP-based gross margin
65.8%
63.6%
66.7%
220
bps
(90)
bps
GAAP-based operating income margin
13.0%
9.3%
13.0%
370
bps
bps
GAAP-based EPS, diluted
$0.14
$0.59
$0.49
(76.3%)
 
(71.4%)
 
Non-GAAP-based gross margin (2)
72.9%
71.0%
73.2%
190
bps
(30)
bps
Non-GAAP-based operating margin (2)
27.7%
25.2%
25.8%
250
bps
190
bps
Non-GAAP-based EPS, diluted (2)
$1.17
$1.01
$1.05
15.8%
 
11.4%
 

Summary of Year to Date Results
 
 
 
 
 
 
FY12
Q3 YTD FY12
FY11
% Change (Y/Y) 
 
 
Revenue (million)
$1,207.5
$901.8
$1,033.3
16.9%
 
GAAP-based gross margin
65.4%
65.2%
67.0%
(160)
bps
GAAP-based operating income margin
12.4%
12.2%
14.6%
(220)
bps
GAAP-based EPS, diluted
$2.13
$2.00
$2.11
0.95%
 
Non-GAAP-based gross margin (2)
72.5%
72.3%
73.6%
(110)
bps
Non-GAAP-based operating margin (2)
27.3%
27.2%
27.5%
(20)
bps
Non-GAAP-based EPS, diluted (2)
$4.60
$3.43
$4.07
13.0%
 
Conference Call Information

The public is invited to listen to the earnings conference call at 5:00 p.m. ET (2:00 p.m. PT) by dialing 877-974-0446 (toll-free) or 416-644-3417 (international). Please dial-in 15 minutes ahead of time to ensure proper connection. Alternatively, a live webcast of the earnings conference call will be available on the Investor Relations section of the Company's website at http://www.opentext.com/2/global/ex_event.html?evtype=events&id=701D0000000VS0qIAG .


2



An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until 11:59 p.m. on August 23, 2012 and can be accessed by dialing 877-289-8525 (toll-free) or 416-640-1917 (international) and entering the confirmation code: 4549967 followed by the number sign.

Please see below note (2) for a reconciliation of non-US GAAP based financial measures used in this press release, to US GAAP based financial measures.


About OpenText
OpenText is the largest independent software provider of Enterprise Information Management (EIM). For more information please visit www.opentext.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements about the financial conditions, and results of operations and earnings for Open Text Corporation (“OpenText” or “the Company”), may contain words such as “could”, “expects”, “may”, “should”, “will”, “anticipates”, “believes”, “intends”, “estimates”, “targets”, “plans”, “envisions”, “seeks” and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on the Company's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the Company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. The Company's assumptions, although considered reasonable by the Company at the date of this press release, may provide to be inaccurate and consequently the Company's actual results could differ materially from the expectations set out herein.
Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText to bring new products to market and to increase sales; (iii) the strength of the Company's product development pipeline; (iv) the Company's growth and profitability prospects; (v) the estimated size and growth prospects of the EIM market; (vi) the Company's competitive position in the EIM market and its ability to take advantage of future opportunities in this market; (vii) the benefits of the Company's products to be realized by customers; and (viii) the demand for the Company's product and the extent of deployment of the company's products in the EIM marketplace. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof;  (ii) the possibility that the Company may be unable to meet its future reporting requirements under the Securities Exchange Act of 1934, as amended, and the rules promulgated there under; (iii) the risks associated with bringing new products to market; (iv) fluctuations in currency exchange rates; (v) delays in the purchasing decisions of the Company's customers; (vi) the competition the Company faces in its industry and/or marketplace; (vii) the possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (viii) the continuous commitment of the Company's customers; and (ix) demand for the Company's products.
For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Greg Secord
Vice President, Investor Relations
Open Text Corporation
519-888-7111 ext.2408
gsecord@opentext.com
Copyright © 2012 by Open Text Corporation. “OPENTEXT”, “OPENTEXT EVERYWHERE” and the “OPENTEXT ECM SUITE” are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries. This list of trademarks is not exhaustive. Other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text Corporation or other respective owners.


3



OPEN TEXT CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)
 
June 30, 2012
June 30, 2011
 
 
 
ASSETS
 
 
Cash and cash equivalents
$
559,747

$
284,140

Accounts receivable trade, net of allowance for doubtful accounts of $5,655 as of June 30, 2012 and $5,424 as of June 30, 2011 (note 3)
163,664

154,568

Income taxes recoverable
17,849

18,911

Prepaid expenses and other current assets
44,011

29,678

Deferred tax assets
4,003

27,861

Total current assets
789,274

515,158

Property and equipment
81,157

77,825

Goodwill
1,040,234

832,481

Acquired intangible assets
312,563

344,995

Deferred tax assets
80,226

42,737

Other assets
23,739

19,359

Deferred charges
68,653

54,989

Long-term income taxes recoverable
48,447

44,819

Total assets
$
2,444,293

$
1,932,363

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
Current liabilities:
 
 
Accounts payable and accrued liabilities
$
131,734

$
126,249

Current portion of long-term debt
41,374

15,545

Deferred revenues
273,987

254,531

Income taxes payable
27,806

18,424

Deferred tax liabilities
1,612

624

Total current liabilities
476,513

415,373

Long-term liabilities:
 
 
Accrued liabilities
14,247

13,727

Deferred credits
10,086

6,878

Pension liability
22,074

18,478

Long-term debt
555,000

282,033

Deferred revenues
12,653

11,466

Long-term income taxes payable
147,623

101,434

Deferred tax liabilities
26,705

43,529

Total long-term liabilities
788,388

477,545

Shareholders' equity:
 
 
Share capital
 
 
58,358,990 and 57,301,812 Common Shares issued and outstanding at June 30, 2012 and June 30, 2011, respectively; Authorized Common Shares: unlimited
635,321

614,279

Additional paid-in capital
95,026

74,301

Accumulated other comprehensive income
44,364

60,470

Retained earnings
442,068

316,894

Treasury stock, at cost (793,494 shares at June 30, 2012 and 572,413 shares at June 30, 2011, respectively)
(37,387
)
(26,499
)
Total shareholders' equity
1,179,392

1,039,445

Total liabilities and shareholders' equity
$
2,444,293

$
1,932,363

 

4







OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)

 
 
Year Ended June 30,
 
2012
2011
2010
Revenues:
 
 
 
License
$
293,719

$
269,202

$
238,074

Customer support
656,568

560,541

507,452

Service and other
257,186

203,560

166,497

Total revenues
1,207,473

1,033,303

912,023

Cost of revenues:
 
 
 
License
18,033

18,284

16,922

Customer support
110,504

86,834

83,741

Service and other
204,909

167,854

135,396

Amortization of acquired technology-based intangible assets
84,572

68,048

60,472

Total cost of revenues
418,018

341,020

296,531

Gross profit
789,455

692,283

615,492

Operating expenses:
 
 
 
Research and development
169,043

145,992

129,378

Sales and marketing
274,544

232,332

198,208

General and administrative
97,072

86,696

83,295

Depreciation
21,587

22,116

17,425

Amortization of acquired customer-based intangible assets
53,326

38,966

35,940

Special charges
24,523

15,576

42,008

Total operating expenses
640,095

541,678

506,254

Income from operations
149,360

150,605

109,238

Other income (expense), net
3,549

(6,019
)
(9,293
)
Interest expense, net
(15,564
)
(8,452
)
(8,798
)
Income before income taxes
137,345

136,134

91,147

Provision for income taxes
12,171

12,931

1,935

Net income for the period
$
125,174

$
123,203

$
89,212

Net income per share-basic
$
2.16

$
2.16

$
1.59

Net income per share-diluted
$
2.13

$
2.11

$
1.55

Weighted average number of Common Shares outstanding-basic
57,890

57,077

56,280

Weighted average number of Common Shares outstanding-diluted
58,734

58,260

57,385






5



OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
 
 
Three Months Ended
June 30,
 
2012
2011
Revenues:
 
 
License
$
78,031

$
79,558

Customer support
163,128

150,956

Service and other
64,465

54,939

Total revenues
305,624

285,453

Cost of revenues:
 
 
License
4,116

5,547

Customer support
27,780

23,237

Service and other
51,358

47,753

Amortization of acquired technology-based intangible assets
21,265

18,524

Total cost of revenues
104,519

95,061

Gross profit
201,105

190,392

Operating expenses:
 
 
Research and development
41,195

39,437

Sales and marketing
71,641

68,417

General and administrative
24,186

24,085

Depreciation
5,268

6,066

Amortization of acquired customer-based intangible assets
13,378

10,807

Special charges
5,747

4,483

Total operating expenses
161,415

153,295

Income from operations
39,690

37,097

Other expense, net
(6,596
)
(5,359
)
Interest expense, net
(4,410
)
(2,090
)
Income before income taxes
28,684

29,648

Provision for income taxes
20,713

1,056

Net income for the period
$
7,971

$
28,592

Net income per share-basic
$
0.14

$
0.50

Net income per share-diluted
$
0.14

$
0.49

Weighted average number of Common Shares outstanding-basic
58,270

57,276

Weighted average number of Common Shares outstanding-diluted
58,847

58,581

 



6



OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
 
Year Ended June 30,
 
2012
2011
2010
Cash flows from operating activities:
 
 
 
Net income for the period
$
125,174

$
123,203

$
89,212

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of intangible assets
159,485

129,130

113,837

Share-based compensation expense
18,097

11,308

9,765

Excess tax benefits on share-based compensation expense
(2,723
)
(1,888
)
(1,143
)
Pension expense
543

552

211

Amortization of debt issuance costs
1,703

1,359

1,390

Amortization on deferred charges and credits
11,579

8,519


Unrealized gain on financial instruments


(878
)
Loss on sale and write down of property and equipment
203

12

136

Release of unrealized gain on marketable securities to income


(4,353
)
Deferred taxes
(78,792
)
(17,779
)
(24,219
)
Impairment and other non cash charges
1,389

(482
)
(1,081
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
5,319

200

24,521

Prepaid expenses and other current assets
(2,079
)
1,833

(814
)
Income taxes
68,601

9,444

5,066

Deferred charges and credits
(22,035
)
(29,071
)

Accounts payable and accrued liabilities
(17,812
)
(21,197
)
(11,340
)
Deferred revenue
(4,581
)
10,738

3,077

Other assets
2,419

(2,660
)
(23,196
)
Net cash provided by operating activities
266,490

223,221

180,191

Cash flows from investing activities:
 
 
 
Additions of property and equipment
(25,828
)
(36,662
)
(19,314
)
Purchase of Patents
(193
)


Purchase of System Solutions Australia Pty Limited (Message Manager), net of cash acquired
(1,738
)


Purchase of Operitel Corporation, net of cash acquired
(7,014
)


Purchase of Global 360 Holding Corp., net of cash acquired
(245,653
)


Purchase of Stream Serve Inc., net of cash acquired

(57,221
)

Purchase of weComm Limited, net of cash acquired

(20,198
)

Purchase of Metastorm Inc., net of cash acquired

(168,657
)

Purchase of Burntsand Inc., net of cash acquired


(8,163
)
Purchase of Nstein Technologies Inc., net of cash acquired


(20,370
)
Purchase of New Generation Consulting Inc

(471
)
(3,500
)
Purchase of Vignette Corporation, net of cash acquired


(90,600
)
Purchase of eMotion LLC, net of cash acquired


(556
)
Purchase consideration for prior period acquisitions
(1,113
)
(4,577
)
(12,843
)
Investments in marketable securities

518


Maturity of short-term investments


45,525

Net cash used in investing activities
(281,539
)
(287,268
)
(109,821
)
Cash flow from financing activities:
 
 
 
Excess tax benefits on share-based compensation expense
2,723

1,888

1,143

Proceeds from issuance of Common Shares
21,270

11,512

9,971

Purchase of Treasury Stock
(10,888
)
(12,499
)
(14,000
)
Proceeds from long-term debt and revolver
648,500



Repayment of long term debt and revolver
(349,187
)
(3,575
)
(3,485
)
Debt issuance costs
(9,834
)
(29
)
(1,024
)
Net cash provided by (used in) financing activities
302,584

(2,703
)
(7,395
)
Foreign exchange gain (loss) on cash held in foreign currencies
(11,928
)
24,698

(12,602
)
Increase in cash and cash equivalents during the period
275,607

(42,052
)
50,373

Cash and cash equivalents at beginning of the period
284,140

326,192

275,819

Cash and cash equivalents at end of the period
$
559,747

$
284,140

$
326,192




7



OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
 
Three Months Ended
June 30,
 
2012
2011
Cash flows from operating activities:
 
 
Net income for the period
$
7,971

$
28,592

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization of intangible assets
39,911

35,397

Share-based compensation expense
4,691

2,877

Excess tax benefits on share-based compensation expense
(13
)
(311
)
Pension expense
66

165

Amortization of debt issuance costs
537

347

Amortization on deferred charges and credits
3,122

1,873

Unrealized gain on financial instruments


Loss on sale and write down of property and equipment


Release of unrealized gain on marketable securities to income


Deferred taxes
(57,700
)
(6,990
)
Impairment and other non cash charges
44

(482
)
Changes in operating assets and liabilities:
 
 
Accounts receivable
14,583

(4,338
)
Prepaid expenses and other current assets
1,028

1,709

Income taxes
69,551

(5,730
)
Deferred charges and credits
2,043

101

Accounts payable and accrued liabilities
3,540

825

Deferred revenue
(13,078
)
(2,075
)
Other assets
3,550

(3
)
Net cash provided by operating activities
79,846

51,957

Cash flows from investing activities:
 

 
Additions of property and equipment
(4,447
)
(10,126
)
Purchase of Patents


Purchase of System Solutions Australia Pty Limited (Message Manager), net of cash acquired


Purchase of Operitel Corporation, net of cash acquired
(623
)

Purchase of Global 360 Holding Corp., net of cash acquired


Purchase of Stream Serve Inc., net of cash acquired


Purchase of weComm Limited, net of cash acquired


Purchase of Metastorm Inc., net of cash acquired


Purchase of Burntsand Inc., net of cash acquired


Purchase of Nstein Technologies Inc., net of cash acquired


Purchase of New Generation Consulting Inc

(471
)
Purchase of Vignette Corporation, net of cash acquired


Purchase of eMotion LLC, net of cash acquired


Purchase consideration for prior period acquisitions
(187
)
(371
)
Investments in marketable securities

1,186

Maturity of short-term investments


Net cash used in investing activities
(5,257
)
(9,782
)
Cash flow from financing activities:
 

 

Excess tax benefits on share-based compensation expense
13

311

Proceeds from issuance of Common Shares
2,934

2,128

Purchase of Treasury Stock
(10,888
)

Proceeds from long-term debt and revolver


Repayment of long term debt and revolver
(7,667
)
(914
)
Debt issuance costs


Net cash provided by (used in) financing activities
(15,608
)
1,525

Foreign exchange gain (loss) on cash held in foreign currencies
(8,140
)
2,693

Increase in cash and cash equivalents during the period
50,841

46,393

Cash and cash equivalents at beginning of the period
508,906

237,747

Cash and cash equivalents at end of the period
$
559,747

$
284,140



8



Notes
(1)
All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.
(2)
Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with US GAAP, the Company provides certain non-US GAAP financial measures that are not in accordance with US GAAP. These non-US GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar non-US GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of non-US GAAP net income and non-US GAAP EPS both in its reconciliation to the US GAAP financial measures of net income and EPS and its consolidated financial statements, all of which should be considered when evaluating the Company's results. The Company uses the financial measures non-US GAAP EPS and non-US GAAP net income to supplement the information provided in its consolidated financial statements, which are presented in accordance with US GAAP. The presentation of non-US GAAP net income and non-US GAAP EPS is not meant to be a substitute for net income or net income per share presented in accordance with US GAAP, but rather should be evaluated in conjunction with and as a supplement to such US GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the US GAAP measures with certain non-US GAAP measures for the reasons set forth below. Non-US GAAP net income and non-US GAAP EPS are calculated as net income or net income per share on a diluted basis, excluding, where applicable, the amortization of acquired intangible assets, other income (expense), share-based compensation, and restructuring, all net of tax. The Company's management believes that the presentation of non-US GAAP net income and non-US GAAP EPS provides useful information to investors because it excludes non-operational charges. The use of the term “non-operational charge” is defined by the Company as those that do not impact operating decisions taken by the Company's management and is based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports. In the course of such evaluation and for the purpose of making operating decisions, the Company's management excludes certain items from its analysis, such as amortization of acquired intangible assets, restructuring costs, share-based compensation, other income (expense) and the taxation impact of these items. These items are excluded based upon the manner in which management evaluates the business of the Company and are not excluded in the sense that they may be used under US GAAP. The Company believes the provision of supplemental non-US GAAP measures allows investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of Open Text's performance or expected performance of recurring operations and facilitates period-to-period comparison of operating performance. As a result, the Company considers it appropriate and reasonable to provide, in addition to US GAAP measures, supplementary non-US GAAP financial measures that exclude certain items from the presentation of its financial results in this press release.
The following charts provide (unaudited) reconciliations of US GAAP based financial measures to non-US GAAP based financial measures for the following periods presented:




9




Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended June 30, 2012.
($ in thousands except for per share amounts)
 
Three Months Ended
June 30, 2012
 
GAAP-based
Measures 
 
Adjustments 
 
Note
Non-GAAP-based
Measures 
 
Cost of revenues
 
 
 
 
Customer Support
27,780

(58
)
(1
)
27,722

Service and Other
51,358

(239
)
(1
)
51,119

Amortization of acquired technology-based intangible assets
21,265

(21,265
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
201,105

21,562

 
222,667

Operating Expenses
 

 

 
 

Research and development
41,195

(1,066
)
(1
)
40,129

Sales and marketing
71,641

(2,771
)
(1
)
68,870

General and administrative
24,186

(557
)
(1
)
23,629

Amortization of acquired customer-based intangible assets
13,378

(13,378
)
(2
)

Special charges
5,747

(5,747
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
39,690

45,081

 
84,771

Other income, net
(6,596
)
6,596

(4
)

Provision for (recovery of) income taxes
20,713

(9,462
)
(5
)
11,251

GAAP-based net income for the period/ Non-GAAP-based net income
7,971

61,139

(6
)
69,110

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
0.14

$
1.03

(6
)
$
1.17

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax provision of approximately 72% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

10



(6)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:
 
 
 
 
 
Three Months Ended
June 30, 2012
 
 
Per share  

Non-GAAP-based net income
69,110

1.17

Less:
 
 
Amortization
34,643

0.58

Share-based compensation
4,691

0.08

Special charges
5,747

0.10

Other (income) expense
6,596

0.11

GAAP-based provision for income tax
20,713

0.35

Tax on non-GAAP-based provision
(11,251
)
(0.19
)
GAAP-based net income
7,971

0.14



11




Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the year ended June 30, 2012.
($ in thousands except for per share amounts)
 
Year Ended
June 30, 2012
 
GAAP-based
Measures 
 
Adjustments 
 
Note
Non-GAAP-based
Measures 
 
Cost of revenues
 
 
 
 
Customer Support
110,504

(169
)
(1
)
110,335

Service and Other
204,909

(647
)
(1
)
204,262

Amortization of acquired technology-based intangible assets
84,572

(84,572
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
789,455

85,388

 
874,843

Operating Expenses
 

 

 
 

Research and development
169,043

(3,939
)
(1
)
165,104

Sales and marketing
274,544

(8,811
)
(1
)
265,733

General and administrative
97,072

(4,531
)
(1
)
92,541

Amortization of acquired customer-based intangible assets
53,326

(53,326
)
(2
)

Special charges
24,523

(24,523
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
149,360

180,518

 
329,878

Other income, net
3,549

(3,549
)
(4
)

Provision for income taxes
12,171

31,833

(5
)
44,004

GAAP-based net income for the period/ Non-GAAP-based net income
125,174

145,136

(6
)
270,310

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
2.13

$
2.47

(6
)
$
4.60

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax provision of approximately 9% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.


12



(6)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:
 
 
Year Ended
June 30, 2012
 
 
Per share  

Non-GAAP-based net income
270,310

4.60

Less:
 
 
Amortization
137,898

2.35

Share-based compensation
18,097

0.31

Special charges
24,523

0.42

Other (income) expense
(3,549
)
(0.06
)
GAAP-based provision for income tax
12,171

0.21

Tax on non-GAAP-based provision
(44,004
)
(0.76
)
GAAP-based net income
125,174

2.13





13




Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended March 31, 2012.
($ in thousands except for per share amounts)
 
Three Months Ended
March 31, 2012
 
GAAP-based
measures 
 
Adjustments 
 
Note
Non-GAAP-based
measures 
 
Cost of Revenues:
 
 
 
 
Customer Support
27,987

(53
)
(1
)
27,934

Service and Other
52,596

(203
)
(1
)
52,393

Amortization of acquired technology-based intangible assets
21,264

(21,264
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
185,951

21,520

 
207,471

Operating Expenses
 
 
 
 
Research and development
41,738

(1,028
)
(1
)
40,710

Sales and marketing
69,572

(2,594
)
(1
)
66,978

General and administrative
21,999

(1,287
)
(1
)
20,712

Amortization of acquired customer-based intangible assets
13,462

(13,462
)
(2
)

Special charges
6,450

(6,450
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
27,303

46,341

 
73,644

Other expense, net
(1,804
)
1,804

(4
)

Provision for income taxes
(14,036
)
23,680

(5
)
9,644

GAAP-based net income for the period/ Non-GAAP-based net income
34,774

24,465

(6
)
59,239

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
0.59

$
0.42

(6
)
$
1.01

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax recovery of approximately 68% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. The GAAP-based tax recovery is primarily due to tax benefits relating to ongoing internal reorganizations and mergers of international subsidiaries acquired; these reorganizations and mergers cause a change in the tax status of these subsidiaries resulting in a reduction in deferred tax liabilities recorded upon the acquisition of these subsidiaries, and a corresponding reduction in income tax expense.


14



(6)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:
 
 
 
 
 
Three Months Ended
March 31, 2012
 
 
Per share 

Non-GAAP-based net income
59,239

1.01

Less:
 
 
Amortization
34,726

0.59

Share-based compensation
5,165

0.09

Special charges
6,450

0.11

Other (income) expense
1,804

0.03

GAAP-based provision for (recovery of) income tax
(14,036
)
(0.24
)
Tax on non-GAAP-based provision
(9,644
)
(0.16
)
GAAP-based net income
34,774

0.59



15




Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the nine months ended March 31, 2012.
($ in thousands except for per share amounts)
 
Nine Months Ended
March 31, 2012
 
GAAP-based
measures 
 
Adjustments 
 
Note
Non-GAAP-based
measures 
 
Cost of Revenues:
 
 
 
 
Customer Support
82,724

(112
)
(1
)
82,612

Service and Other
153,551

(408
)
(1
)
153,143

Amortization of acquired technology-based intangible assets
63,307

(63,307
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
588,350

63,827

 
652,177

Operating Expenses
 
 
 
 
Research and development
127,848

(2,872
)
(1
)
124,976

Sales and marketing
202,903

(6,040
)
(1
)
196,863

General and administrative
72,886

(3,974
)
(1
)
68,912

Amortization of acquired customer-based intangible assets
39,948

(39,948
)
(2
)

Special charges
18,776

(18,776
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
109,670

135,437

 
245,107

Other expense, net
10,145

(10,145
)
(4
)

Provision for (recovery of) income taxes
(8,542
)
41,295

(5
)
32,753

GAAP-based net income for the period/ Non-GAAP-based net income
117,203

83,997

(6
)
201,200

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
2.00

$
1.43

(6
)
$
3.43

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax recovery of approximately 8% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. The GAAP-based tax recovery is primarily due to tax benefits relating to ongoing internal reorganizations and mergers of international subsidiaries acquired; these reorganizations and mergers cause a change in the tax status of these subsidiaries resulting in a reduction in deferred tax liabilities recorded upon the acquisition of these subsidiaries, and a corresponding reduction in income tax expense.


16



(6)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:
 
 
 
 
 
Nine Months Ended
March 31, 2012
 
 
Per share  

Non-GAAP-based net income
201,200

3.43

Less:
 
 
Amortization
103,255

1.76

Share-based compensation
13,406

0.23

Special charges
18,776

0.32

Other (income) expense
(10,145
)
(0.17
)
GAAP-based provision for (recovery of) income tax
(8,542
)
(0.15
)
Tax on non-GAAP-based provision
(32,753
)
(0.56
)
GAAP-based net income
117,203

2.00



17




Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended June 30, 2011.
($ in thousands except for per share amounts)
 
Three Months Ended
June 30, 2011
 
GAAP-based
measures 
 
Adjustments 
 
Note
Non-GAAP-based
measures 
 
Cost of Revenues:
 
 
 
 
Customer Support
23,237

(13
)
(1
)
23,224

Service and Other
47,753

(109
)
(1
)
47,644

Amortization of acquired technology-based intangible assets
18,524

(18,524
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
190,392

18,646

 
209,038

Operating Expenses
 
 
 
 
Research and development
39,437

(695
)
(1
)
38,742

Sales and marketing
68,417

(1,340
)
(1
)
67,077

General and administrative
24,085

(720
)
(1
)
23,365

Amortization of acquired customer-based intangible assets
10,807

(10,807
)
(2
)

Special charges
4,483

(4,483
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
37,097

36,691

 
73,788

Other expense, net
(5,359
)
5,359

(4
)

Provision for (recovery of) income taxes
1,056

8,982

(5
)
10,038

GAAP-based net income for the period/ Non-GAAP-based net income
28,592

33,068

(6
)
61,660

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
0.49

$
0.56

(6
)
$
1.05

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax provision of approximately 4% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.


18



(6)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:
 
 
 
 
 
Three Months Ended
June 30, 2011
 
 
Per share  

Non-GAAP-based net income
61,660

1.05

Less:
 
 
Amortization
29,331

0.50

Share-based compensation
2,877

0.05

Special charges
4,483

0.08

Other (income) expense
5,359

0.09

GAAP-based provision for income tax
1,056

0.02

Tax on non-GAAP-based provision
(10,038
)
(0.18
)
GAAP-based net income
28,592

0.49




19




Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the year ended June 30, 2011.
($ in thousands except for per share amounts)
 
Year Ended June 30, 2011
 
GAAP-based
measures 
 
Adjustments 
 
Note
Non-GAAP-based
measures 
 
Cost of Revenues:
 
 
 
 
Customer Support
86,834

(47
)
(1
)
86,787

Service and Other
167,854

(432
)
(1
)
167,422

Amortization of acquired technology-based intangible assets
68,048

(68,048
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
692,283

68,527

 
760,810

Operating Expenses
 
 
 
 
Research and development
145,992

(2,614
)
(1
)
143,378

Sales and marketing
232,332

(5,568
)
(1
)
226,764

General and administrative
86,696

(2,648
)
(1
)
84,048

Amortization of acquired customer-based intangible assets
38,966

(38,966
)
(2
)

Special charges
15,576

(15,576
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
150,605

133,899

 
284,504

Other expense, net
(6,019
)
6,019

(4
)

Provision for income taxes
12,931

25,716

(5
)
38,647

GAAP-based net income for the period/ Non-GAAP-based net income
123,203

114,202

(6
)
237,405

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
2.11

$
1.96

(6
)
$
4.07

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax rate of approximately 10% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

20



(6)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:
 
 
 
 
 
Year Ended June 30, 2011
 
 
Per share  

Non-GAAP-based net income
237,405

4.07

Less:
 
 
Amortization
107,014

1.84

Share-based compensation
11,309

0.19

Special charges
15,576

0.27

Other (income) expense
6,019

0.10

GAAP-based provision for income tax
12,931

0.22

Tax on non-GAAP-based provision
(38,647
)
(0.66
)
GAAP-based net income
123,203

2.11



21




(3)
The following table provides a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three months and year ended June 30, 2012:
 
 
Three Months Ended
June 30, 2012
Currencies
 
% of Revenue 
 
% of Expenses* 
 
EURO
27
%
18
%
GBP
8
%
9
%
CAD
7
%
19
%
USD
48
%
40
%
Other
10
%
14
%
Total
100
%
100
%
 
 
Year Ended June 30, 2012
Currencies
 
% of Revenue 
 
% of Expenses* 
 
EURO
29
%
18
%
GBP
8
%
9
%
CAD
7
%
19
%
USD
47
%
40
%
Other
9
%
14
%
Total
100
%
100
%
*Expenses include all cost of revenues and operating expenses included within the Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and Special charges.


22




(4)
The following table provides details of our adjustment related to deferred maintenance revenue, on account of purchase price accounting, for the three months ended June 30, 2012 and for future quarters:
 
In '000s USD
 
Total 
 
Q4 Fiscal Year 2012
326

Total Fiscal Year 2013 and beyond
272


(5)    ECM, BPM: Gartner Forecast Enterprise Software Markets, 2009-2016 1Q12 Update
InfoExchange: Research and Markets, Computer-based Fax Markets, 2010-2015, Gartner Enterprise Software
Markets, 2009-2016
1Q12 Update, Davidson Consulting, Fax Server Industry Forecast, 2011-2016
CEM: Gartner Magic Quadrant for Web Content Management, 10 Nov. 2011
Discovery: Gartner Market Trends: Expect Disruption and Divergence in the
E-Discovery Software Market, 16 Dec. 2011


23