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8-K - 8-K - OPEN TEXT CORPa8-kq1x13.htm


Exhibit 99.1

Open Text Reports First Quarter Fiscal Year 2013 Financial Results
Waterloo, ON, Oct. 31, 2012 - Open Text(TM) Corporation (NASDAQ:OTEX) (TSX: OTC), announced today its financial results for the first quarter ended September 30, 2012.
Financial Highlights for Q1 FY13 (1)
Total revenue for the period was $326.2 million up 13% Y/Y
License revenue was $55.7 million, down 14% Y/Y
Cloud services revenue was $44.9 million
Non-GAAP-based EPS, diluted was $1.31 compared to $1.03 Y/Y, up 27% Y/Y; GAAP-based EPS, diluted was $0.33 compared to $0.60 Y/Y (2)
Non-GAAP-based operating income was $93.8 million and 28.7% of revenues; GAAP-based income from operations was $40.1 million and 12.3% of revenues (2)
Operating cash flow was $61.8 million compared to $45.3 million up 36.2%Y/Y, with an ending cash balance of $302.2 million.

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

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

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


1




Business Highlights

Completed the acquisition of EasyLink July 2, 2012
Technology, financial, services and basic materials industries saw the most demand
5 license deals over $1 million and 6 license deals between $500K and $1 million in the first quarter
Customer successes in the first quarter include Valero Energy Corporation, WEL Networks Ltd
OpenText outlines new strategy designed to help customers unleash the power of information
OpenText named a leader in multichannel capture by independent research firm
OpenText introduces enterprise information management solution for legal professionals
Public Service Without Borders proves its effectiveness among global governments with OpenText's social software solutions
OpenText's new cloud-based services allow customers to exchange information, securely and cost effectively -- Anytime, Anywhere

Summary of Quarterly Results
 
 
 
 
 
 
 
 
Q1 FY13
Q4 FY12
Q1 FY12
% Change (Q/Q) 
 
 
% Change (Y/Y) 
 
 
Revenue (million)
$326.2
$305.6
$288.0
6.7%
 
13.3%
 
GAAP-based gross margin
63.0%
65.8%
64.8%
(280)
bps
(180)
bps
GAAP-based operating income margin
12.3%
13.0%
9.4%
(70)
bps
290
bps
GAAP-based EPS, diluted
$0.33
$0.14
$0.60
135.7%
 
(45.0%)
 
Non-GAAP-based gross margin (2)
70.4%
72.9%
72.1%
(250)
bps
(170)
bps
Non-GAAP-based operating margin (2)
28.7%
27.7%
25.3%
100
bps
340
bps
Non-GAAP-based EPS, diluted (2)
$1.31
$1.17
$1.03
12.0%
 
27.2%
 


Conference Call Information

The public is invited to listen to the earnings conference call at 5:00 p.m. ET (2:00 p.m. PT) by dialing 800-814-4860 (toll-free) or 416-644-3416 (international). Please dial-in 15 minutes ahead of time to ensure proper connection. Alternatively, a live webcast of the earnings conference call will be available on the Investor Relations section of the Company's website at http://www.opentext.com/2/global/ex_event.html?evtype=events&id=701D0000000VZnIIAW .

An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until 11:59 p.m. on November 14, 2012 and can be accessed by dialing 877-289-8525 (toll-free) or 416-640-1917 (international) and entering the confirmation code: 4568227 followed by the number sign.

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


About OpenText
OpenText is the largest independent software provider of Enterprise Information Management (EIM). For more information please visit www.opentext.com.
.

2



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:

United States:

Greg Secord
Vice President, Investor Relations
Open Text Corporation
San Francisco: (415) 963-0825
New York: (646) 843-5621
gsecord@opentext.com

Canada:

Sonya Mehan
Senior Manager, Investor Relations
Open Text Corporation
519-888-7111 ext. 2446
smehan@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)
 
September 30, 2012
June 30, 2012
 
(unaudited)
 
ASSETS
 
 
Cash and cash equivalents
$
302,235

$
559,747

Accounts receivable trade, net of allowance for doubtful accounts of $6,051 as of September 30, 2012 and $5,655 as of June 30, 2012
169,967

163,664

Income taxes recoverable
14,588

17,849

Prepaid expenses and other current assets
45,632

44,011

Deferred tax assets
12,450

4,003

Total current assets
544,872

789,274

Property and equipment
85,332

81,157

Goodwill
1,211,423

1,040,234

Acquired intangible assets
468,699

312,563

Deferred tax assets
142,536

115,128

Other assets
23,760

23,739

Deferred charges
65,592

68,653

Long-term income taxes recoverable
13,423

13,545

Total assets
$
2,555,637

$
2,444,293

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
Current liabilities:
 
 
Accounts payable and accrued liabilities
$
179,213

$
131,734

Current portion of long-term debt
41,682

41,374

Deferred revenues
259,061

273,987

Income taxes payable
16,308

27,806

Deferred tax liabilities
1,350

1,612

Total current liabilities
497,614

476,513

Long-term liabilities:
 
 
Accrued liabilities
18,389

14,247

Deferred credits
9,518

10,086

Pension liability
23,458

22,074

Long-term debt
547,500

555,000

Deferred revenues
11,399

12,653

Long-term income taxes payable
162,056

147,623

Deferred tax liabilities
77,676

26,705

Total long-term liabilities
849,996

788,388

Shareholders' equity:
 
 
Share capital
 
 
58,483,175 and 58,358,990 Common Shares issued and outstanding at September 30, 2012 and June 30, 2012, respectively; Authorized Common Shares: unlimited
639,719

635,321

Additional paid-in capital
98,475

95,026

Accumulated other comprehensive income
45,723

44,364

Retained earnings
461,497

442,068

Treasury stock, at cost (793,494 shares at September 30, 2012 and at June 30, 2012, respectively)
(37,387
)
(37,387
)
Total shareholders' equity
1,208,027

1,179,392

Total liabilities and shareholders' equity
$
2,555,637

$
2,444,293

 

4




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

 
 
Three Months Ended
September 30,
 
 
2012
 
2011
Revenues:
 
 
 
 
License
 
$
55,656

 
$
65,028

Cloud services
 
44,884

 

Customer support
 
162,096

 
161,997

Professional service and other
 
63,558

 
61,021

Total revenues
 
326,194

 
288,046

Cost of revenues:
 
 
 
 
License
 
4,168

 
3,998

Cloud services
 
18,283

 

Customer support
 
25,823

 
26,269

Professional service and other
 
48,582

 
50,351

Amortization of acquired technology-based intangible assets
 
23,782

 
20,790

Total cost of revenues
 
120,638

 
101,408

Gross profit
 
205,556

 
186,638

Operating expenses:
 
 
 
 
Research and development
 
39,906

 
43,458

Sales and marketing
 
64,515

 
64,880

General and administrative
 
28,133

 
25,761

Depreciation
 
6,109

 
5,258

Amortization of acquired customer-based intangible assets
 
17,252

 
13,041

Special charges
 
9,554

 
7,105

Total operating expenses
 
165,469

 
159,503

Income from operations
 
40,087

 
27,135

Other income (expense), net
 
(71
)
 
9,312

Interest expense, net
 
(4,368
)
 
(2,786
)
Income before income taxes
 
35,648

 
33,661

Provision for (recovery of) income taxes
 
16,219

 
(1,325
)
Net income for the period
 
$
19,429

 
$
34,986

Net income per share—basic
 
$
0.33

 
$
0.61

Net income per share—diluted
 
$
0.33

 
$
0.60

Weighted average number of Common Shares outstanding—basic
 
58,424

 
57,412

Weighted average number of Common Shares outstanding—diluted
 
58,919

 
58,599


 


5



OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)
(unaudited)
 
Three Months Ended
September 30,
 
2012
 
2011
Net income for the period
$
19,429

 
$
34,986

Other comprehensive income—net of tax:
 
 
 
Net foreign currency translation adjustments
(476
)
 
(10,618
)
Net unrealized gain (loss) on cash flow hedges
1,944

 
(5,202
)
Net actuarial gain (loss) relating to defined benefit pension plans
(109
)
 
(548
)
Total other comprehensive income (loss), net, for the period
$
1,359

 
$
(16,368
)
 
 
 
 
Total comprehensive income
$
20,788

 
$
18,618




6




OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)
 
Three Months Ended
September 30,
 
2012
 
2011
Cash flows from operating activities:
 
 
 
Net income for the period
$
19,429

 
$
34,986

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of intangible assets
47,143

 
39,089

Share-based compensation expense
3,102

 
4,844

Excess tax benefits on share-based compensation expense
(352
)
 
(332
)
Pension expense
242

 
137

Amortization of debt issuance costs
537

 
330

Amortization of deferred charges and credits
2,929

 
2,672

Loss on sale and write down of property and equipment
2

 
169

Deferred taxes
861

 
(14,849
)
Impairment and other non cash charges

 
(1,355
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
19,442

 
21,654

Prepaid expenses and other current assets
3,024

 
5,842

Income taxes
4,373

 
15,024

Deferred charges and credits
(436
)
 
(9,046
)
Accounts payable and accrued liabilities
(20,255
)
 
(21,407
)
Deferred revenue
(18,070
)
 
(32,998
)
Other assets
(208
)
 
588

Net cash provided by operating activities
61,763

 
45,348

Cash flows from investing activities:
 
 
 
Additions of property and equipment
(5,038
)
 
(7,902
)
Purchase of Operitel Corporation, net of cash acquired

 
(6,260
)
Purchase of Global 360 Holding Corp., net of cash acquired

 
(247,711
)
Purchase of EasyLink Services International Corporation, net of cash acquired
(315,331
)
 

Purchase consideration for prior period acquisitions
(217
)
 
(274
)
Net cash used in investing activities
(320,586
)
 
(262,147
)
Cash flow from financing activities:
 
 
 
Excess tax benefits on share-based compensation expense
352

 
332

Proceeds from issuance of Common Shares
3,993

 
7,837

Proceeds from long-term debt and revolver

 
48,500

Repayment of long-term debt and revolver
(7,667
)
 
(916
)
Net cash provided by (used in) financing activities
(3,322
)
 
55,753

Foreign exchange gain (loss) on cash held in foreign currencies
4,633

 
(3,800
)
Increase (decrease) in cash and cash equivalents during the period
(257,512
)
 
(164,846
)
Cash and cash equivalents at beginning of the period
559,747

 
284,140

Cash and cash equivalents at end of the period
$
302,235

 
$
119,294





7



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



8




Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended September 30, 2012.
($ in thousands except for per share amounts)
 
Three Months Ended
September 30, 2012
 
GAAP-based
Measures 
 
Adjustments 
 
Note
Non-GAAP-based
Measures 
 
Cost of revenues
 
 
 
 
Customer Support
25,823

(38
)
(1
)
25,785

Professional Service and Other
48,582

(177
)
(1
)
48,405

Amortization of acquired technology-based intangible assets
23,782

(23,782
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
205,556

23,997

 
229,553

Operating Expenses
 

 

 
 

Research and development
39,906

(338
)
(1
)
39,568

Sales and marketing
64,515

(1,666
)
(1
)
62,849

General and administrative
28,133

(883
)
(1
)
27,250

Amortization of acquired customer-based intangible assets
17,252

(17,252
)
(2
)

Special charges
9,554

(9,554
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
40,087

53,690

 
93,777

Other expense, net
(71
)
71

(4
)

Provision for (recovery of) income taxes
16,219

(3,702
)
(5
)
12,517

GAAP-based net income for the period/ Non-GAAP-based net income
19,429

57,463

(6
)
76,892

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
0.33

$
0.98

(6
)
$
1.31

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax provision of approximately 45% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

9



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

Non-GAAP-based net income
$
76,892

$
1.31

Less:
 
 
Amortization
41,034

0.70

Share-based compensation
3,102

0.05

Special charges
9,554

0.16

Other (income) expense
71


GAAP-based provision for income tax
16,219

0.28

Tax on non-GAAP-based provision
(12,517
)
(0.21
)
GAAP-based net income
$
19,429

$
0.33


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

(58
)
(1
)
27,722

Professional Service and Other
51,358

(239
)
(1
)
51,119

Amortization of acquired technology-based intangible assets
21,265

(21,265
)
(2
)

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

21,562

 
222,667

Operating Expenses
 

 

 
 

Research and development
41,195

(1,066
)
(1
)
40,129

Sales and marketing
71,641

(2,771
)
(1
)
68,870

General and administrative
24,186

(557
)
(1
)
23,629

Amortization of acquired customer-based intangible assets
13,378

(13,378
)
(2
)

Special charges
5,747

(5,747
)
(3
)

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

45,081

 
84,771

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

(4
)

Provision for (recovery of) income taxes
20,713

(9,462
)
(5
)
11,251

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

61,139

(6
)
69,110

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

$
1.03

(6
)
$
1.17

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)
Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.
(4)
Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or

10



related to continuing operations and are hence excluded from our internal analysis of operating results.
(5)
Adjustment relates to differences between the GAAP-based tax provision of approximately 72% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.
(6)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:
 
 
Three Months Ended
June 30, 2012
 
 
Per share  

Non-GAAP-based net income
$
69,110

$
1.17

Less:
 
 
Amortization
34,643

0.59

Share-based compensation
4,691

0.08

Special charges
5,747

0.10

Other (income) expense
6,596

0.11

GAAP-based provision for income tax
20,713

0.35

Tax on non-GAAP-based provision
(11,251
)
(0.20
)
GAAP-based net income
$
7,971

$
0.14




Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended September 30, 2011.
($ in thousands except for per share amounts)
 
Three Months Ended
September 30, 2011
 
GAAP-based
measures 
 
Adjustments 
 
Note
Non-GAAP-based
measures 
 
Cost of Revenues:
 
 
 
 
Customer Support
26,269

(24
)
(1
)
26,245

Professional Service and Other
50,351

(99
)
(1
)
50,252

Amortization of acquired technology-based intangible assets
20,790

(20,790
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
186,638

20,913

 
207,551

Operating Expenses
 
 
 
 
Research and development
43,458

(1,076
)
(1
)
42,382

Sales and marketing
64,880

(1,770
)
(1
)
63,110

General and administrative
25,761

(1,874
)
(1
)
23,887

Amortization of acquired customer-based intangible assets
13,041

(13,041
)
(2
)

Special charges
7,105

(7,105
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
27,135

45,779

 
72,914

Other expense, net
9,312

(9,312
)
(4
)

Provision for (recovery of) income taxes
(1,325
)
11,143

(5
)
9,818

GAAP-based net income for the period/ Non-GAAP-based net income
34,986

25,324

(6
)
60,310

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
0.60

$
0.43

(6
)
$
1.03

(1)
Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)
Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

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

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

Non-GAAP-based net income
$
60,310

$
1.03

Less:
 
 
Amortization
33,831

0.58

Share-based compensation
4,843

0.08

Special charges
7,105

0.12

Other (income) expense
(9,312
)
(0.16
)
GAAP-based recovery for income tax
(1,325
)
(0.02
)
Tax on non-GAAP-based provision
(9,818
)
(0.17
)
GAAP-based net income
$
34,986

$
0.60




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(3)
The following table provides a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three months ended September 30, 2012:
 
 
Three Months Ended
September 30, 2012
Currencies
 
% of Revenue 
 
% of Expenses* 
 
EURO
23
%
16
%
GBP
9
%
9
%
CAD
6
%
17
%
USD
51
%
44
%
Other
11
%
14
%
Total
100
%
100
%
 
*Expenses include all cost of revenues and operating expenses included within the Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and Special charges.

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