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8-K - 8-K - OPEN TEXT CORPa8-kq4x13.htm


Exhibit 99.1

Open Text Reports Fourth Quarter and Fiscal Year 2013 Financial Results
Waterloo, ON, July 31, 2013 - Open Text(TM) Corporation (NASDAQ:OTEX) (TSX: OTC), announced today its financial results for the fourth quarter and fiscal year ended June 30, 2013.
Financial Highlights for Q4 FY13 (1)
Total revenue for the period was $347.3 million, up 14% Y/Y
License revenue was $78.8 million, up 1% Y/Y
Cloud services revenue was $41.9 million
Non-GAAP-based EPS, diluted was $1.43 compared to $1.17 Y/Y, up 22% Y/Y; GAAP-based EPS, diluted was $0.71 compared to $0.14 Y/Y (2)
Non-GAAP-based income from operations was $102.4 million and 29% of revenues; GAAP-based income from operations was $49.5 million and 14% of revenues (2)
Operating cash flow was $65.2 million, inclusive of a $27.0 million litigation settlement primarily relating to a legacy EasyLink liability, compared to $79.8 million Y/Y, down 18%Y/Y, with an ending cash balance of $470.4 million.
Financial Highlights for FY13 (1)
Total revenue for the period was $1,363.3 million, up 13% Y/Y
License revenue was $279.6 million, down 5% Y/Y
Cloud services revenue was $173.8 million
Non-GAAP-based EPS, diluted was $5.57 compared to $4.60 Y/Y, up 21% Y/Y; GAAP-based EPS, diluted was $2.51 compared to $2.13 Y/Y (2)
Non-GAAP-based income from operations was $399.6 million and 29% of revenues; GAAP-based income from operations was $197.7 million and 15% of revenues (2)
Operating cash flow was $318.5 million, inclusive of a $27.0 million litigation settlement primarily relating to a legacy EasyLink liability, compared to $266.5 million Y/Y, up 20%Y/Y.
“We are pleased with our performance this year, delivering historical records in revenue, operating cash flow and non-GAAP earnings while making the strategic acquisition of Easylink and introducing a quarterly dividend program,” said OpenText CEO Mark J. Barrenechea. “With our sales organization expanded and fully trained, and our leadership position established as a premiere EIM provider, we demonstrated 6% organic license growth in the second half of FY2013 over the same period last year.”
“Our FY14 focus is intelligent growth, a commitment to growing earnings, cash flows and creating value for our stakeholders while investing in the markets where we can win. These investments include broader EIM capabilities, expanding our distribution, both direct and through partners, expanding our presence in the cloud and furthering our reach into fast growing markets.”

Business Highlights

Services, public sector, financial and technology industries saw the most demand
5 license transactions over $1 million and 15 license transactions between $500K and $1 million
Customer successes in the quarter include Apotex, CONSOL Energy, Daimler South East Asia Pte Ltd, Hasbro, MAN Diesel & Turbo, Marvel Entertainment, LLC, The U.S. Department of Education and Wellington City Council.
OpenText unveils responsive, intuitive web experience management solution for targeted, more interactive online customer experiences and extends partner ecosystem for web experience management
OpenText EIM products to support SAP HANA®, cloud and mobility offerings, and expands reach of its cloud-based solutions now included in SAP® Cloud for Travel solution
OpenText acquires long-standing partner ICCM Professional Services Limited (ICCM), on May 23, 2013. Based in

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Malmesbury, United Kingdom, ICCM is focused on BPM Smart Process Applications.
OpenText named a leader in independent research firm's Smart Process Applications report
OpenText appoints Noriyuki Hayakawa as President, OpenText Japan

Dividend Program Highlights

Pursuant to the previously announced policy to declare non-cumulative quarterly dividends to holders of its common shares, the Board of Directors has declared a quarterly dividend of $0.30 per share with respect to outstanding common shares of the Company for the quarter ended June 30, 2013. The quarterly dividend is payable on September 20, 2013 to shareholders of record on August 30, 2013.

Summary of Quarterly Results
 
 
 
 
 
 
 
 
Q4 FY13
Q3 FY13
Q4 FY12
% Change 
(Q/Q) 
 
% Change
(Y/Y)
 
Revenue (million)
$
347.3

$
337.7

$
305.6

2.8
%
 
13.6
%
 
GAAP-based gross margin
66.0
%
63.9
%
65.8
%
210

bps
20

bps
GAAP-based operating margin
14.2
%
12.1
%
13.0
%
210

bps
120

bps
GAAP-based EPS, diluted
$
0.71

$
0.44

$
0.14

61.4
%
 
407.1
%
 
Non-GAAP-based gross margin (2)
72.9
%
70.8
%
72.9
%
210

bps

bps
Non-GAAP-based operating margin (2)
29.5
%
26.8
%
27.7
%
270

bps
180

bps
Non-GAAP-based EPS, diluted (2)
$
1.43

$
1.26

$
1.17

13.5
%
 
22.2
%
 

Summary of Year to Date Results
 
 
 
 
 
 
 
FY13
Q3 YTD FY13
FY12
 
% Change
(Y/Y) (bps)
 
Revenue (million)
$
1,363.3

$
1,016.1

$
1,207.5

 
12.9
%
 
GAAP-based gross margin
64.4
%
63.8
%
65.4
%
 
(100
)
bps
GAAP-based operating margin
14.5
%
14.6
%
12.4
%
 
210

bps
GAAP-based EPS, diluted
$
2.51

$
1.80

$
2.13

 
17.8
%
 
Non-GAAP-based gross margin (2)
71.3
%
70.8
%
72.5
%
 
(120
)
bps
Non-GAAP-based operating margin (2)
29.3
%
29.2
%
27.3
%
 
200

bps
Non-GAAP-based EPS, diluted (2)
$
5.57

$
4.14

$
4.60

 
21.1
%
 

Conference Call Information

The public is invited to listen to the earnings conference call today at 5:00 p.m. ET (2:00 p.m. PT) by dialing 877-974-0445 (toll-free) or 416-644-3415 (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=701D0000000W0eGIAS.

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 7, 2013 and can be accessed by dialing 877-289-8525 (toll-free) or 416-640-1917 (international) and entering the confirmation code: 4626584 followed by the number sign.

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



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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 focus of Open Text Corporation (“OpenText” or “the Company”) in fiscal 2014 on growth in earnings and cash flows, creating value through investments in broader EIM capabilities, distribution, the Company's presence in the cloud and in growth markets, its financial conditions, results of operations and earnings; declaration of quarterly dividends; and other matters, are considered forward-looking statements or information under applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements to differ materially. Such factors include, but are not limited to, (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; (viii) the demand for the Company's product and the extent of deployment of the Company's products in the EIM marketplace; and (ix) the Company's financial condition and capital requirements. 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. 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.
For more information, please contact:

United States:

Greg Secord
Vice President, Investor Relations
Open Text Corporation
San Francisco: 415-963-0825
gsecord@opentext.com

Canada:

Sonya Mehan
Senior Manager, Investor Relations
Open Text Corporation
Waterloo: 519-888-7111 ext. 2446
smehan@opentext.com


Copyright ©2013 Open Text Corporation. OpenText is a trademark or registered trademark of Open Text SA and/or Open Text ULC. 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 SA or other respective owners. All rights reserved. For more information, visit: http://www.opentext.com/2/global/site-copyright.html_SKU.

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OPEN TEXT CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)
 
June 30, 2013
 
June 30, 2012
 
 
 
 
ASSETS
 
 
 
Cash and cash equivalents
$
470,445

 
$
559,747

Accounts receivable trade, net of allowance for doubtful accounts of $4,871 as of June 30, 2013 and $5,655 as of June 30, 2012
174,927

 
163,664

Income taxes recoverable
17,173

 
17,849

Prepaid expenses and other current assets
43,464

 
45,613

Deferred tax assets
11,082

 
4,003

Total current assets
717,091

 
790,876

Property and equipment
88,364

 
81,157

Goodwill
1,246,872

 
1,040,234

Acquired intangible assets
363,615

 
312,563

Deferred tax assets
135,695

 
115,128

Other assets
25,082

 
22,137

Deferred charges
67,633

 
68,653

Long-term income taxes recoverable
10,465

 
13,545

Total assets
$
2,654,817

 
$
2,444,293

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
188,443

 
$
132,015

Current portion of long-term debt
51,742

 
41,374

Deferred revenues
282,387

 
273,987

Income taxes payable
4,184

 
27,806

Deferred tax liabilities
1,127

 
1,612

Total current liabilities
527,883

 
476,794

Long-term liabilities:
 
 
 
Accrued liabilities
17,849

 
13,966

Deferred credits
11,608

 
10,086

Pension liability
24,509

 
22,074

Long-term debt
513,750

 
555,000

Deferred revenues
11,830

 
12,653

Long-term income taxes payable
140,508

 
147,623

Deferred tax liabilities
69,672

 
26,705

Total long-term liabilities
789,726

 
788,107

Shareholders' equity:
 
 
 
Share capital
 
 
 
59,028,886 and 58,358,990 Common Shares issued and outstanding at June 30, 2013 and June 30, 2012, respectively; Authorized Common Shares: unlimited
651,642

 
635,321

Additional paid-in capital
101,865

 
95,026

Accumulated other comprehensive income
39,890

 
44,364

Retained earnings
572,885

 
442,068

Treasury stock, at cost (610,878 and 793,494 shares at June 30, 2013 and at June 30, 2012, respectively)
(29,074
)
 
(37,387
)
Total shareholders' equity
1,337,208

 
1,179,392

Total liabilities and shareholders' equity
$
2,654,817

 
$
2,444,293

 

4




OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
 
 
 
Year Ended June 30,
 
 
2013
 
2012
 
2011
Revenues:
 
 
 
 
 
 
License
 
$
279,598

 
$
293,719

 
$
269,202

Cloud services
 
173,799

 

 

Customer support
 
658,216

 
656,568

 
560,541

Professional service and other
 
251,723

 
257,186

 
203,560

Total revenues
 
1,363,336

 
1,207,473

 
1,033,303

Cost of revenues:
 
 
 
 
 
 
License
 
16,107

 
18,033

 
18,284

Cloud services
 
72,365

 

 

Customer support
 
106,948

 
110,504

 
86,834

Professional service and other
 
196,874

 
204,909

 
167,854

Amortization of acquired technology-based intangible assets
 
93,610

 
84,572

 
68,048

Total cost of revenues
 
485,904

 
418,018

 
341,020

Gross profit
 
877,432

 
789,455

 
692,283

Operating expenses:
 
 
 
 
 
 
Research and development
 
164,010

 
169,043

 
145,992

Sales and marketing
 
289,157

 
274,544

 
232,332

General and administrative
 
109,325

 
97,072

 
86,696

Depreciation
 
24,496

 
21,587

 
22,116

Amortization of acquired customer-based intangible assets
 
68,745

 
53,326

 
38,966

Special charges
 
24,034

 
24,523

 
15,576

Total operating expenses
 
679,767

 
640,095

 
541,678

Income from operations
 
197,665

 
149,360

 
150,605

Other income (expense), net
 
(2,473
)
 
3,549

 
(6,019
)
Interest expense, net
 
(16,982
)
 
(15,564
)
 
(8,452
)
Income before income taxes
 
178,210

 
137,345

 
136,134

Provision for (recovery of) income taxes
 
29,690

 
12,171

 
12,931

Net income for the period
 
$
148,520

 
$
125,174

 
$
123,203

Earnings per share—basic
 
$
2.53

 
$
2.16

 
$
2.16

Earnings per share—diluted
 
$
2.51

 
$
2.13

 
$
2.11

Weighted average number of Common Shares outstanding—basic
 
58,604

 
57,890

 
57,077

Weighted average number of Common Shares outstanding—diluted
 
59,062

 
58,734

 
58,260

Dividends declared per Common Share
 
$
0.30

 
$

 
$



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,
 
 
2013
 
2012
Revenues:
 
 
 
 
License
 
$
78,782

 
$
78,031

Cloud services
 
41,890

 

Customer support
 
164,889

 
163,128

Professional service and other
 
61,706

 
64,465

Total revenues
 
347,267

 
305,624

Cost of revenues:
 
 
 
 
License
 
3,529

 
4,116

Cloud services
 
17,696

 

Customer support
 
25,351

 
27,780

Professional service and other
 
47,879

 
51,358

Amortization of acquired technology-based intangible assets
 
23,579

 
21,265

Total cost of revenues
 
118,034

 
104,519

Gross profit
 
229,233

 
201,105

Operating expenses:
 
 
 
 
Research and development
 
42,383

 
41,195

Sales and marketing
 
79,338

 
71,641

General and administrative
 
27,857

 
24,186

Depreciation
 
6,218

 
5,268

Amortization of acquired customer-based intangible assets
 
17,197

 
13,378

Special charges
 
6,767

 
5,747

Total operating expenses
 
179,760

 
161,415

Income from operations
 
49,473

 
39,690

Other income (expense), net
 
(4,180
)
 
(6,596
)
Interest expense, net
 
(3,990
)
 
(4,410
)
Income before income taxes
 
41,303

 
28,684

Provision for (recovery of) income taxes
 
(869
)
 
20,713

Net income for the period
 
$
42,172

 
$
7,971

Earnings per share—basic
 
$
0.72

 
$
0.14

Earnings per share—diluted
 
$
0.71

 
$
0.14

Weighted average number of Common Shares outstanding—basic
 
58,875

 
58,270

Weighted average number of Common Shares outstanding—diluted
 
59,238

 
58,847

Dividends declared per Common share
 
$
0.30

 
$




6



OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)

 
Year Ended June 30,
 
2013
 
2012
 
2011
Net income for the period
$
148,520

 
$
125,174

 
$
123,203

Other comprehensive income—net of tax:
 
 
 
 
 
Net foreign currency translation adjustments
(1,879
)
 
(9,197
)
 
15,388

Net unrealized gain (loss) on cash flow hedges
(2,536
)
 
(1,069
)
 
1,275

Net actuarial gain (loss) relating to defined benefit pension plans
(59
)
 
(5,840
)
 
(214
)
Total other comprehensive income (loss), net, for the period
$
(4,474
)
 
$
(16,106
)
 
$
16,449

Total comprehensive income
$
144,046

 
$
109,068

 
$
139,652







OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)

 
Three Months Ended
June 30,
 
2013
 
2012
Net income for the period
$
42,172

 
$
7,971

Other comprehensive income—net of tax:
 
 
 
Net foreign currency translation adjustments
2,911

 
1,930

Net unrealized gain (loss) on cash flow hedges
(2,194
)
 
(737
)
Net actuarial gain (loss) relating to defined benefit pension plans
474

 
(2,318
)
Total other comprehensive income (loss), net, for the period
$
1,191

 
$
(1,125
)
Total comprehensive income
$
43,363

 
$
6,846




7



OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
 
Year Ended June 30,
 
2013
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
 
Net income for the period
$
148,520

 
$
125,174

 
$
123,203

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization of intangible assets
186,851

 
159,485

 
129,130

Share-based compensation expense
15,575

 
18,097

 
11,308

Excess tax benefits on share-based compensation expense
(915
)
 
(2,723
)
 
(1,888
)
Pension expense
910

 
543

 
552

Amortization of debt issuance costs
2,123

 
1,703

 
1,359

Amortization of deferred charges and credits
11,815

 
11,579

 
8,519

Loss on sale and write down of property and equipment
24

 
203

 
12

Deferred taxes
(5,796
)
 
(78,792
)
 
(17,779
)
Impairment and other non cash charges

 
1,389

 
(482
)
Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
17,965

 
5,319

 
200

Prepaid expenses and other current assets
4,242

 
(2,079
)
 
1,833

Income taxes
(17,053
)
 
68,601

 
9,444

Deferred charges and credits
(9,274
)
 
(22,035
)
 
(29,071
)
Accounts payable and accrued liabilities
(41,409
)
 
(17,812
)
 
(21,197
)
Deferred revenue
5,418

 
(4,581
)
 
10,738

Other assets
(494
)
 
2,419

 
(2,660
)
Net cash provided by operating activities
318,502

 
266,490

 
223,221

Cash flows from investing activities:
 
 
 
 
 
Additions of property and equipment
(23,107
)
 
(25,828
)
 
(36,662
)
Purchase of patents
(192
)
 
(193
)
 

Purchase of System Solutions Australia Pty Limited, net of cash acquired
(516
)
 
(1,738
)
 

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

 

Purchase of Resonate KT Limited, net of cash acquired
(19,366
)
 

 

Purchase of ICCM Professional Services Limited, net of cash acquired
(11,257
)
 

 

Purchase of Operitel Corporation, net of cash acquired

 
(7,014
)
 

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

 
(245,653
)
 

Purchase of StreamServe 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 New Generation Consulting Inc

 

 
(471
)
Purchase consideration for prior period acquisitions
(875
)
 
(1,113
)
 
(4,577
)
Other investing activities
(3,750
)
 

 
518

Net cash used in investing activities
(374,394
)
 
(281,539
)
 
(287,268
)
Cash flows from financing activities:
 
 
 
 
 
Excess tax benefits on share-based compensation expense
915

 
2,723

 
1,888

Proceeds from issuance of Common Shares
16,347

 
21,270

 
11,512

Purchase of Treasury Stock

 
(10,888
)
 
(12,499
)
Proceeds from long-term debt and revolver

 
648,500

 

Repayment of long-term debt and revolver
(30,677
)
 
(349,187
)
 
(3,575
)
Debt issuance costs

 
(9,834
)
 
(29
)
Payments of dividends to shareholders
(17,703
)
 

 

Net cash provided by (used in) financing activities
(31,118
)
 
302,584

 
(2,703
)
Foreign exchange gain (loss) on cash held in foreign currencies
(2,292
)
 
(11,928
)
 
24,698

Increase (decrease) in cash and cash equivalents during the period
(89,302
)
 
275,607

 
(42,052
)
Cash and cash equivalents at beginning of the period
559,747

 
284,140

 
326,192

Cash and cash equivalents at end of the period
$
470,445

 
$
559,747

 
$
284,140


8



OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
 
Three Months Ended
June 30,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income for the period
$
42,172

 
$
7,971

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of intangible assets
46,994

 
39,911

Share-based compensation expense
5,422

 
4,691

Excess tax benefits on share-based compensation expense
(303
)
 
(13
)
Pension expense
218

 
66

Amortization of debt issuance costs
532

 
537

Amortization of deferred charges and credits
3,195

 
3,122

Loss on sale and write down of property and equipment

 

Deferred taxes
1,566

 
(57,700
)
Impairment and other non cash charges

 
44

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
2,578

 
14,583

Prepaid expenses and other current assets
6,303

 
1,028

Income taxes
(2,146
)
 
69,551

Deferred charges and credits
(12,854
)
 
2,043

Accounts payable and accrued liabilities
(14,233
)
 
3,540

Deferred revenue
(12,774
)
 
(13,078
)
Other assets
(1,453
)
 
3,550

Net cash provided by operating activities
65,217

 
79,846

Cash flows from investing activities:
 
 
 
Additions of property and equipment
(7,315
)
 
(4,447
)
Purchase of patents
(192
)
 

Purchase of System Solutions Australia Pty Limited, net of cash acquired

 

Purchase of EasyLink Services International Corporation, net of cash acquired

 

Purchase of Resonate KT Limited, net of cash acquired

 

Purchase of ICCM Professional Services Limited, net of cash acquired
(11,257
)
 

Purchase of Operitel Corporation, net of cash acquired

 
(623
)
Purchase of Global 360 Holding Corp., net of cash acquired

 

Purchase of StreamServe Inc., net of cash acquired

 

Purchase of weComm Limited, net of cash acquired

 

Purchase of Metastorm Inc., net of cash acquired

 

Purchase of New Generation Consulting Inc

 

Purchase consideration for prior period acquisitions
(222
)
 
(187
)
Other investing activities
(3,750
)
 

Net cash used in investing activities
(22,736
)
 
(5,257
)
Cash flows from financing activities:
 
 
 
Excess tax benefits on share-based compensation expense
303

 
13

Proceeds from issuance of Common Shares
8,817

 
2,934

Purchase of Treasury Stock

 
(10,888
)
Proceeds from long-term debt and revolver

 

Repayment of long-term debt and revolver
(7,669
)
 
(7,667
)
Debt issuance costs

 

Payments of dividends to shareholders
(17,703
)
 

Net cash provided by (used in) financing activities
(16,252
)
 
(15,608
)
Foreign exchange gain (loss) on cash held in foreign currencies
(2,695
)
 
(8,140
)
Increase (decrease) in cash and cash equivalents during the period
23,534

 
50,841

Cash and cash equivalents at beginning of the period
446,911

 
508,906

Cash and cash equivalents at end of the period
$
470,445

 
$
559,747


9



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 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 consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of non-GAAP financial measures are 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 are calculated as net income or net income per share on a diluted basis, excluding, the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges, all net of tax. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets. Non-GAAP-based gross margin is calculated as non-GAAP-based gross profit expressed as a percentage of revenue. Non-GAAP-based income from operations is calculated as income from operations, excluding, the amortization of acquired intangible assets, special charges, and share-based compensation. Non-GAAP-based operating margin is calculated as non-GAAP-based income from operations expressed as a percentage of 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 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, including amortization of acquired intangible assets, special charges, 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 U.S. GAAP.
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. 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 in this press release.
The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial measures to non-U.S. GAAP-based financial measures for the following periods presented:


10



Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended June 30, 2013.
($ in thousands except for per share amounts)
 
Three Months Ended
June 30, 2013
 
GAAP-based
Measures 
GAAP-based Measures
% of Revenue
Adjustments 
Note
Non-GAAP-based
Measures 
Non-GAAP-based Measures
% of Revenue
Cost of revenues
 
 
 
 
 
 
Cloud services
$
17,696

 
$
(48
)
(1
)
$
17,648

 
Customer Support
25,351

 
(159
)
(1
)
25,192

 
Professional Service and Other
47,879

 
(255
)
(1
)
47,624

 
Amortization of acquired technology-based intangible assets
23,579

 
(23,579
)
(2
)

 
GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%)
229,233

66.0
%
24,041

(3
)
253,274

72.9
%
Operating Expenses
 

 
 

 
 

 
Research and development
42,383

 
(526
)
(1
)
41,857

 
Sales and marketing
79,338

 
(2,476
)
(1
)
76,862

 
General and administrative
27,857

 
(1,958
)
(1
)
25,899

 
Amortization of acquired customer-based intangible assets
17,197

 
(17,197
)
(2
)

 
Special charges
6,767

 
(6,767
)
(4
)

 
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
49,473

14.2
%
52,965

(5
)
102,438

29.5
%
Other income (expense), net
(4,180
)
 
4,180

(6
)

 
Provision for (recovery of) income taxes
(869
)
 
14,652

(7
)
13,783

 
GAAP-based net income / Non-GAAP-based net income
42,172

 
42,493

(8
)
84,665

 
GAAP-based earnings per share /
Non-GAAP-based earnings per share-diluted
$
0.71

 
$
0.72

(8
)
$
1.43

 
(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)
GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.
(4)
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.
(5)
GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.
(6)
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.
(7)
Adjustment relates to differences between the GAAP-based tax recovery of approximately 2% 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.
(8)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:  

11



 
Three Months Ended
June 30, 2013
 
 
Per share  

Non-GAAP-based net income
$
84,665

$
1.43

Less:
 
 
Amortization
40,776

0.69

Share-based compensation
5,422

0.09

Special charges
6,767

0.11

Other (income) expense, net
4,180

0.07

GAAP-based provision for (recovery of) income taxes
(869
)
(0.01
)
Non-GAAP-based provision for income taxes
(13,783
)
(0.23
)
GAAP-based net income
$
42,172

$
0.71


12



Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2013.
($ in thousands except for per share amounts)
 
Year Ended
June 30, 2013
 
GAAP-based
Measures 
GAAP-based Measures
% of Revenue
Adjustments 
Note
Non-GAAP-based
Measures 
Non-GAAP-based Measures
% of Revenue
Cost of revenues
 
 
 
 
 
 
Cloud services
$
72,365

 
$
(128
)
(1
)
$
72,237

 
Customer Support
106,948

 
(434
)
(1
)
106,514

 
Professional Service and Other
196,874

 
(915
)
(1
)
195,959

 
Amortization of acquired technology-based intangible assets
93,610

 
(93,610
)
(2
)

 
GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%)
877,432

64.4
%
95,087

(3
)
972,519

71.3
%
Operating Expenses
 

 
 

 
 

 
Research and development
164,010

 
(1,693
)
(1
)
162,317

 
Sales and marketing
289,157

 
(8,429
)
(1
)
280,728

 
General and administrative
109,325

 
(3,976
)
(1
)
105,349

 
Amortization of acquired customer-based intangible assets
68,745

 
(68,745
)
(2
)

 
Special charges
24,034

 
(24,034
)
(4
)

 
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
197,665

14.5
%
201,964

(5
)
399,629

29.3
%
Other income (expense), net
(2,473
)
 
2,473

(6
)

 
Provision for (recovery of) income taxes
29,690

 
23,881

(7
)
53,571

 
GAAP-based net income / Non-GAAP-based net income
148,520

 
180,556

(8
)
329,076

 
GAAP-based earnings per share /
Non-GAAP-based earnings per share-diluted
$
2.51

 
$
3.06

(8
)
$
5.57

 
(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 revenue.
(4)
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.
(5)
GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.
(6)
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.
(7)
Adjustment relates to differences between the GAAP-based tax provision of approximately 17% 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.
(8)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:  


13



 
Year Ended
June 30, 2013
 
 
Per share  

Non-GAAP-based net income
$
329,076

$
5.57

Less:
 
 
Amortization
162,355

2.75

Share-based compensation
15,575

0.26

Special charges
24,034

0.41

Other (income) expense, net
2,473

0.04

GAAP-based provision for (recovery of) income taxes
29,690

0.50

Non-GAAP-based provision for income taxes
(53,571
)
(0.90
)
GAAP-based net income
$
148,520

$
2.51


14



Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2013.
($ in thousands except for per share amounts)
 
Three Months Ended
March 31, 2013
 
GAAP-based
Measures 
GAAP-based Measures
% of Revenue
Adjustments 
Note
Non-GAAP-based
Measures 
Non-GAAP-based Measures
% of Revenue
Cost of revenues
 
 
 
 
 
 
Cloud services
$
18,741

 
$
(50
)
(1
)
$
18,691

 
Customer Support
27,497

 
(130
)
(1
)
27,367

 
Professional Service and Other
49,701

 
(295
)
(1
)
49,406

 
Amortization of acquired technology-based intangible assets
23,058

 
(23,058
)
(2
)

 
GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%)
215,619

63.9
%
23,533

(3
)
239,152

70.8
%
Operating Expenses
 

 
 

 
 

 
Research and development
43,003

 
(498
)
(1
)
42,505

 
Sales and marketing
77,327

 
(2,634
)
(1
)
74,693

 
General and administrative
25,762

 
(270
)
(1
)
25,492

 
Amortization of acquired customer-based intangible assets
17,149

 
(17,149
)
(2
)

 
Special charges
5,444

 
(5,444
)
(4
)

 
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
40,870

12.1
%
49,528

(5
)
90,398

26.8
%
Other income (expense), net
237

 
(237
)
(6
)

 
Provision for (recovery of) income taxes
11,187

 
893

(7
)
12,080

 
GAAP-based net income / Non-GAAP-based net income
25,811

 
48,398

(8
)
74,209

 
GAAP-based earnings per share /
Non-GAAP-based earnings per share-diluted
$
0.44

 
$
0.82

(8
)
$
1.26

 
(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 revenue.
(4)
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.
(5)
GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.
(6)
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.
(7)
Adjustment relates to differences between the GAAP-based tax provision of approximately 30% 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.
(8)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:  


15



 
Three Months Ended
March 31, 2013
 
 
Per share  

Non-GAAP-based net income
$
74,209

$
1.26

Less:
 
 
Amortization
40,207

0.68

Share-based compensation
3,877

0.07

Special charges
5,444

0.09

Other (income) expense, net
(237
)

GAAP-based provision for (recovery of) income taxes
11,187

0.19

Non-GAAP-based provision for income taxes
(12,080
)
(0.21
)
GAAP-based net income
$
25,811

$
0.44


16



Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the nine months ended March 31, 2013.
($ in thousands except for per share amounts)
 
Nine Months Ended
March 31, 2013
 
GAAP-based
Measures 
GAAP-based Measures
% of Revenue
Adjustments 
Note
Non-GAAP-based
Measures 
Non-GAAP-based Measures
% of Revenue
Cost of revenues
 
 
 
 
 
 
Cloud services
$
54,669

 
$
(80
)
(1
)
$
54,589

 
Customer Support
81,597

 
(275
)
(1
)
81,322

 
Professional Service and Other
148,995

 
(660
)
(1
)
148,335

 
Amortization of acquired technology-based intangible assets
70,031

 
(70,031
)
(2
)

 
GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%)
648,199

63.8
%
71,046

(3
)
719,245

70.8
%
Operating Expenses
 

 
 

 
 

 
Research and development
121,627

 
(1,167
)
(1
)
120,460

 
Sales and marketing
209,819

 
(5,953
)
(1
)
203,866

 
General and administrative
81,468

 
(2,018
)
(1
)
79,450

 
Amortization of acquired customer-based intangible assets
51,548

 
(51,548
)
(2
)

 
Special charges
17,267

 
(17,267
)
(4
)

 
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
148,192

14.6
%
148,999

(5
)
297,191

29.2
%
Other income (expense), net
1,707

 
(1,707
)
(6
)

 
Provision for (recovery of) income taxes
30,559

 
9,229

(7
)
39,788

 
GAAP-based net income / Non-GAAP-based net income
106,348

 
138,063

(8
)
244,411

 
GAAP-based earnings per share /
Non-GAAP-based earnings per share-diluted
$
1.80

 
$
2.34

(8
)
$
4.14

 
(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 revenue.
(4)
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.
(5)
GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.
(6)
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.
(7)
Adjustment relates to differences between the GAAP-based tax provision of approximately 22% 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.
(8)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:  


17



 
Nine Months Ended
March 31, 2013
 
 
Per share  

Non-GAAP-based net income
$
244,411

$
4.14

Less:
 
 
Amortization
121,579

2.06

Share-based compensation
10,153

0.17

Special charges
17,267

0.29

Other (income) expense, net
(1,707
)
(0.03
)
GAAP-based provision for (recovery of) income taxes
30,559

0.52

Non-GAAP-based provision for income taxes
(39,788
)
(0.67
)
GAAP-based net income
$
106,348

$
1.80


18



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 
GAAP-based Measures
% of Revenue
Adjustments 
Note
Non-GAAP-based
Measures 
Non-GAAP-based Measures
% of Revenue
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 and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%)
201,105

65.8
%
21,562

(3
)
222,667

72.9
%
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
)
(4
)

 
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
39,690

13.0
%
45,081

(5
)
84,771

27.7
%
Other income (expense), net
(6,596
)
 
6,596

(6
)

 
Provision for (recovery of) income taxes
20,713

 
(9,462
)
(7
)
11,251

 
GAAP-based net income / Non-GAAP-based net income
7,971

 
61,139

(8
)
69,110

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

 
$
1.03

(8
)
$
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)
GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.
(4)
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.
(5)
GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.
(6)
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.
(7)
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.
(8)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:  


19



 
 
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, net
6,596

0.11

GAAP-based provision for (recovery of) income taxes
20,713

0.35

Non-GAAP-based provision for income taxes
(11,251
)
(0.20
)
GAAP-based net income
$
7,971

$
0.14


20



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

 
$
(169
)
(1
)
$
110,335

 
Professional 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 and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%)
789,455

65.4
%
85,388

(3
)
874,843

72.5
%
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
)
(4
)

 
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
149,360

12.4
%
180,518

(5
)
329,878

27.3
%
Other income (expense), net
3,549

 
(3,549
)
(6
)

 
Provision for (recovery of) income taxes
12,171

 
31,833

(7
)
44,004

 
GAAP-based net income / Non-GAAP-based net income
125,174

 
145,136

(8
)
270,310

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

 
$
2.47

(8
)
$
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)
GAAP-based and Non GAAP-based gross profit stated in dollars, and gross margin stated as a percentage of revenue.
(4)
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.
(5)
GAAP-based and Non GAAP-based income from operations stated in dollars, and operating margin stated as a percentage of revenue.
(6)
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.
(7)
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.
(8)
Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:  


21



 
 
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, net
(3,549
)
(0.06
)
GAAP-based provision for (recovery of) income taxes
12,171

0.21

Non-GAAP-based provision for income taxes
(44,004
)
(0.76
)
GAAP-based net income
$
125,174

$
2.13


22




(3)
The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three months and year ended June 30, 2013:

 
Three Months Ended
June 30, 2013
Currencies
 
% of Revenue 
 
% of Expenses* 
 
EURO
26
%
17
%
GBP
8
%
8
%
CAD
6
%
19
%
USD
49
%
42
%
Other
11
%
14
%
Total
100
%
100
%

 
Year Ended
June 30, 2013
Currencies
 
% of Revenue 
 
% of Expenses* 
 
EURO
26
%
17
%
GBP
8
%
8
%
CAD
6
%
18
%
USD
49
%
43
%
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.

23