$1.96B of Cloud Revenues, growth of 5.5% Y/Y
Core Revenue* growth of 3% Y/Y
Fiscal 2026 Fourth Quarter Highlights (in millions)(1)
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Total
Revenues
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Cloud
Revenues
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Profitability
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EPS
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Cash Flows
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Net Income
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A-EBITDA
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GAAP
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Non-GAAP
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Operating
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Free Cash
Flow
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$1,349
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$503
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$156
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$507
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$0.64
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$1.23
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$186
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$122
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+2.9% Y/Y
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+6.0% Y/Y
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11.5% margin
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37.6% margin
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+481.8% Y/Y
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+26.8% Y/Y
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|
+17.5% Y/Y
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-1.6% Y/Y
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WATERLOO, ON, Aug. 6, 2026
/PRNewswire/ -- Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for
the fourth quarter and year ended June 30, 2026.
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"AI is creating urgency for every organization,
but trusted data determines whether AI delivers value. OpenText is the secure data
foundation in the AI stack. Enterprise-grade data is our differentiator, and it is
how we will turn the AI opportunity into sustainable growth," said Ayman Antoun,
OpenText CEO. "In Fiscal 2027, our focus is disciplined execution: expanding sales
capacity, deepening reach through ecosystem partners, and increasing organic
investment in our core portfolio, giving clients the choice of deployment, type of
cloud, and AI models they need to trust their AI outcomes. This is our foundation
year where we will drive core organic growth in constant currency and put in place
the launch pad for sustained, enhanced performance going forward."
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Ayman Antoun, OpenText Chief Executive Officer
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"Fiscal 2026 was an important year of financial
and operational discipline for OpenText," said Steve Rai, OpenText EVP, CFO. "We
strengthened the balance sheet, managed costs, and delivered 36.3% in Adjusted
EBITDA Margin, which demonstrates the durability of our operating model. As we enter
Fiscal 2027, our focus remains on cash generation, debt reduction, and capital
allocation that positions OpenText well in the year ahead."
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Steve Rai, OpenText Executive Vice President,
Chief Financial Officer
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Fourth Quarter Financial Highlights Y/Y
- Total revenues: $1.349 billion, +2.9% Y/Y
- Annual recurring revenues (ARR): $1.057 billion, +0.2% Y/Y
- Cloud revenues: $503 million, +6.0% Y/Y, 22 consecutive quarters of cloud organic growth
- Enterprise cloud bookings(2): $295 million, +24.1% Y/Y
- Operating cash flows: $186 million and free cash flow(3) was $122 million
- Net income: GAAP $156 million, +439.9% Y/Y, Non-GAAP(3) $299 million, +19.7% Y/Y
- Adjusted EBITDA(3) of $507 million, margin of 37.6%
- Diluted earnings per share (EPS): GAAP $0.64, Non-GAAP(3) $1.23
- Repurchased $12 million of common shares for cancellation
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(*) Core revenue product
categories include Content, Business Network, IT Operations Management (ITOM) and
Cybersecurity (Enterprise)
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Fiscal 2026 Annual Highlights Y/Y (in millions)(1)
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Total
Revenues
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Cloud
Revenues
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|
Profitability
|
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Diluted EPS
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Cash Flows
|
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Net Income
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A-EBITDA
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GAAP
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Non-GAAP
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Operating
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Free Cash
Flow
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$5,246
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$1,959
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$643
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$1,903
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$2.58
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$4.42
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$1,007
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$808
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+1.5% Y/Y
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+5.5% Y/Y
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12.3% margin
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36.3% margin
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+56.4% Y/Y
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+15.7% Y/Y
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+21.2% Y/Y
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+17.5% Y/Y
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Fiscal Year Financial Highlights Y/Y
- Total revenues: $5.246 billion, +1.5% Y/Y
- Annual Recurring Revenues (ARR): $4.246 billion, +1.3% Y/Y
- Cloud revenues: $1.959 billion, +5.5% Y/Y
- Enterprise cloud bookings(2): $947 million, +22.5% Y/Y
- Operating cash flows: $1.007 billion and free cash flow(3) was $808 million
- GAAP-based net income: $643 million, +47.5% Y/Y, margin of 12.3%
- Adjusted EBITDA(3) of $1.903 billion, margin of 36.3% while making key investments in cloud,
security and AI
- Record capital returns of $677 million including $268 million via dividends and $409 million of share
repurchases
- Diluted earnings per share (EPS): GAAP $2.58, Non-GAAP(3) of $4.42
- 5% increase of dividend per share in Fiscal 2026
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(1)
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Numbers represented are in millions of US
dollars, except for per share or percentage metrics.
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(2)
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Enterprise cloud bookings is defined as the
total value from cloud services and subscription contracts, entered into in the
fiscal year that are new, committed and incremental to our existing contracts,
entered into with our enterprise based clients.
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(3)
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Please see Note 2 "Use of Non-GAAP Financial
Measures" to the consolidated financial statements below.
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Financial Highlights for Q4 and Fiscal 2026 with Year Over Year Comparisons
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Summary of Quarterly
Results
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(In millions, except per share
data)
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Q4 FY'26
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Q4 FY'25
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$ Change
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% Change
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Q4 FY'26
in CC*
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% Change
in CC*
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Revenues:
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Cloud services and subscriptions
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$503.0
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$474.5
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$28.5
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6.0 %
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$494.9
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4.3 %
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Customer support
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553.8
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580.6
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($26.7)
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(4.6) %
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541.0
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(6.8) %
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Total annual recurring revenues**
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$1,056.9
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$1,055.1
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$1.8
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0.2 %
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$1,035.9
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(1.8) %
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License
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214.6
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172.5
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$42.1
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24.4 %
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211.0
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22.3 %
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Professional service and other
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77.6
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82.9
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($5.4)
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(6.5) %
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75.5
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(9.0) %
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Total revenues
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$1,349.0
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$1,310.5
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$38.5
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2.9 %
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$1,322.4
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0.9 %
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GAAP-based operating income
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$319.7
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$181.6
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$138.1
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76.1 %
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N/A
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N/A
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Non-GAAP-based operating
income(1)
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$468.3
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$409.9
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$58.3
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14.2 %
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$451.7
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10.2 %
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GAAP-based net income attributable to
OpenText
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$155.7
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$28.8
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$126.8
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439.9 %
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N/A
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N/A
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GAAP-based EPS, diluted
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$0.64
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$0.11
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$0.53
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481.8 %
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N/A
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N/A
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Non-GAAP-based EPS,
diluted(1)(2)
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$1.23
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$0.97
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$0.26
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26.8 %
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$1.18
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21.6 %
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Adjusted EBITDA(1)
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$506.7
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$443.9
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$62.7
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14.1 %
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$490.0
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10.4 %
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Operating cash flows
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$185.8
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$158.2
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$27.6
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17.5 %
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N/A
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N/A
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Free cash flow(1)
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$122.0
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$124.0
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($2.0)
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(1.6) %
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N/A
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N/A
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|
Summary of Annual Results
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(In millions, except per share
data)
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FY'26
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FY'25
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$ Change
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% Change
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FY'26 in
CC*
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% Change
in CC*
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Revenues:
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Cloud services and subscriptions
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$1,958.6
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$1,856.5
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$102.1
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5.5 %
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$1,919.4
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3.4 %
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Customer support
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2,287.4
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2,334.0
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($46.6)
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(2.0) %
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2,220.9
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(4.8) %
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Total annual recurring revenues**
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$4,246.0
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$4,190.5
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$55.5
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1.3 %
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$4,140.3
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(1.2) %
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License
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678.5
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625.6
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$52.9
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8.4 %
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659.7
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5.4 %
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Professional service and other
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321.9
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352.3
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($30.3)
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(8.6) %
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310.4
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(11.9) %
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Total revenues
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$5,246.4
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$5,168.4
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$78.0
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1.5 %
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$5,110.4
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(1.1) %
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GAAP-based operating income
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$1,082.6
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$892.7
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$189.9
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21.3 %
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N/A
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N/A
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|
Non-GAAP-based operating
income(1)
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$1,759.5
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$1,654.1
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$105.4
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6.4 %
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$1,678.2
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1.5 %
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GAAP-based net income attributable to
OpenText
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$643.0
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$435.9
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$207.2
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47.5 %
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N/A
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N/A
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GAAP-based EPS, diluted
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$2.58
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$1.65
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$0.93
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56.4 %
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N/A
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N/A
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|
Non-GAAP-based EPS,
diluted(1)(2)
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$4.42
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$3.82
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$0.60
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15.7 %
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$4.19
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9.7 %
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|
Adjusted EBITDA(1)
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$1,903.2
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$1,784.5
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$118.7
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6.7 %
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$1,821.4
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2.1 %
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Operating cash flows
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$1,006.8
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$830.6
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$176.2
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21.2 %
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|
N/A
|
N/A
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Free cash flow(1)
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$807.5
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$687.4
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$120.1
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17.5 %
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|
N/A
|
N/A
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(1)
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Please see Note 2 "Use of Non-GAAP Financial
Measures" to the consolidated financial statements below.
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(2)
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For periods prior to Fiscal 2025, this is
reflective of the amount of net tax benefit arising from the internal reorganization
assumed to be allocable to the period based on the forecasted utilization period.
Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial
Statements on Form 10-K.
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Note: Items in tables may not add due to
rounding. Percentages presented are calculated based on the underlying
amounts.
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*CC: Constant currency for this purpose is
defined as the current period reported revenues/expenses/earnings represented at the
prior comparative period's foreign exchange rate.
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**Annual recurring revenue is defined as the sum
of Cloud services and subscriptions revenue and Customer support revenue.
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Dividend
As part of the quarterly, non-cumulative cash dividend program, the Board declared on August 5, 2026, a
cash dividend of $0.28 per common share. The record date for this dividend is September 4, 2026 and the
payment date is September 18, 2026. OpenText believes strongly in returning value to its shareholders.
Any future declarations of dividends and the establishment of future record and payment dates are all
subject to the final determination and discretion of the Board of Directors.
Quarterly Business Highlights
- OpenText Appoints Jill Larsen to Board of Directors
- OpenText Completes US$150 Million Divestiture of Non-Core Vertica to Rocket Software
- OpenText to Create 400 Jobs with €105 Million Investment in Cork and Galway to Expand Agentic AI and
Sovereign Cloud in Europe
- OpenText Among First Canadian Companies to Join OECD Global Safe AI Reporting Framework
- OpenText had a number of key client wins in the quarter representing a diverse set of industries across
the globe.
- Key wins in the Americas included: Altán Redes, Desjardins Group, Workplace Safety &
Insurance Board (WSIB), Ochsner Health, and The Queens Health Systems.
- Key wins in EMEA and the rest of the world included: CGI IT UK Ltd., Fransabank France S.A.,
Insurance Australia Group (IAG), Konica Minolta, Inc., Mainova AG, Mohammed Bin Rashid Al
Maktoum Library, Provincie Zuid-Holland, Renesas Design Germany GmbH, Técnicas Reunidas SA.
Share Repurchase Plan/Normal Course Issuer Bid
OpenText also announced today the renewal of its share repurchase plan pursuant to which it is authorized to
purchase for cancellation in open market transactions, from time to time over the next 12 months, if
considered advisable, up to 23,846,439 of its common shares (Common Shares), representing 10% of the
Company's public float (calculated in accordance with the rules of the Toronto Stock Exchange (the "TSX")),
on the TSX, the NASDAQ Global Select Market and/or other exchanges and alternative trading systems in Canada
and/or the United States, if eligible, subject to applicable law and stock exchange rules (the "Repurchase
Plan"). The price that OpenText will pay for Common Shares in open market transactions will be the market
price at the time of purchase or such other price as may be permitted by applicable law or stock exchange
rules.
The Company's determination to renew its share repurchase plan reflects its confidence in its operational
execution and expanding cash flows, with the Repurchase Plan being additive to the Company's overall
strategic capital allocation, complementing its ongoing M&A activity and dividend program. The
Repurchase Plan will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of
1934, as amended. Purchases made under the Repurchase Plan may commence on August 12, 2026 and will expire
on August 11, 2027 (subject to earlier termination where the maximum purchase limits have been reached). All
Common Shares purchased by OpenText pursuant to the Repurchase Plan will be cancelled.
Normal Course Issuer Bid
The Company has renewed its normal course issuer bid (the "NCIB") in order to provide it with a means to
execute purchases over the TSX as part of the overall Repurchase Plan.
The TSX has approved the Company's notice of intention to commence the NCIB pursuant to which the Company may
purchase Common Shares over the TSX for the period commencing August 12, 2026 until August 11, 2027 (subject
to earlier termination where the maximum purchase limits have been reached) in accordance with the TSX's
normal course issuer bid rules, including that such purchases are to be made at prevailing market prices or
as otherwise permitted. Under the rules of the TSX, the maximum number of Common Shares that may be
purchased in this period is 23,846,439, representing 10% of the Company's public float (calculated in
accordance with TSX rules based on the 242,126,739 Common Shares issued and outstanding as of July 31,
2026), and the maximum number of Common Shares that may be purchased on a single day is 447,218 Common
Shares, which is 25% of 1,788,872 (calculated in accordance with TSX rules based on the average daily
trading volume for the Common Shares on the TSX for the six months ended July 31, 2026), subject to certain
exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.
Further, as part of the NCIB renewal, the Company has entered into an automatic share purchase plan (ASPP)
with its broker to facilitate repurchases of the Common Shares. Under the terms of the ASPP, the Company's
broker will be permitted to make purchases at its sole discretion based on parameters set by the Company in
accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would
ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary
self-imposed blackout periods. Outside of such periods, Common Shares can be purchased based on management's
discretion, in compliance with TSX rules and applicable law.
All purchases of Common Shares made under the ASPP will be included in determining the number of Common
Shares purchased under the NCIB. The ASPP has been pre-cleared by the TSX and will be effective on August
12, 2026. The ASPP will terminate on the earliest of: (a) the date on which the maximum purchase limits
under the NCIB are reached; (b) August 11, 2027; or (c) the date on which the Company terminates the ASPP in
accordance with its terms.
Under its previous normal course issuer bid which began on August 12, 2025, and which will expire on August
11, 2026, the Company was authorized to repurchase up to 24,906,456 Common Shares, subject to a maximum
aggregate value of US$500 million. From August 12, 2025 to July 31, 2026, the Company purchased for
cancellation 14,273,800 Common Shares, through the facilities of the TSX or by such other permitted means,
for a total of approximately US$392 million at a volume weighted average purchase price of US$27.49 per
Common Share. Separately, in connection with the settlement of awards under the long-term incentive plans,
during Fiscal 2026, the Company repurchased 2,166,500 Common Shares on the open market at a total cost of
approximately US$50 million at a volume weighted average price of US$23.08 per Common Share. As part of its
previous normal course issuer bid, the Company entered into an ASPP with its broker, which was effective on
August 12, 2025 and expired on August 11, 2026.
|
Summary of Quarterly
Results
|
|
|
|
|
|
|
|
|
Q4 FY'26
|
Q3 FY'26
|
Q4 FY'25
|
% Change
(Q4 FY'26 vs
Q3 FY'26)
|
|
% Change
(Q4 FY'26 vs
Q4 FY'25)
|
|
|
Revenue (millions)
|
$1,349.0
|
$1,282.5
|
$1,310.5
|
5.2 %
|
|
2.9 %
|
|
|
GAAP-based gross margin
|
75.0 %
|
73.1 %
|
72.3 %
|
190
|
bps
|
270
|
bps
|
|
Non-GAAP-based gross margin(1)
|
78.3 %
|
76.7 %
|
76.2 %
|
170
|
bps
|
220
|
bps
|
|
GAAP-based EPS, diluted
|
$0.64
|
$0.70
|
$0.11
|
(8.6) %
|
|
481.8 %
|
|
|
Non-GAAP-based EPS, diluted(1)
|
$1.23
|
$1.01
|
$0.97
|
21.8 %
|
|
26.8 %
|
|
|
Summary of Annual Results
|
|
|
|
|
|
FY'26
|
FY'25
|
% Change
|
|
|
Revenue (millions)
|
$5,246.4
|
$5,168.4
|
1.5 %
|
|
|
GAAP-based gross margin
|
73.7 %
|
72.3 %
|
150
|
bps
|
|
Non-GAAP-based gross margin(1)
|
77.3 %
|
76.2 %
|
110
|
bps
|
|
GAAP-based EPS, diluted
|
$2.58
|
$1.65
|
56.4 %
|
|
|
Non-GAAP-based EPS, diluted(1)
|
$4.42
|
$3.82
|
15.7 %
|
|
|
(1) Please see Note 2 "Use of
Non-GAAP Financial Measures" to the consolidated financial statements below.
|
Conference Call Information
OpenText posted an investor presentation on its Investor Relations website and invites the public to listen
to the earnings conference call webcast on Thursday, August 6, 2026 at 8:00 a.m. ET (5:00 a.m. PT) from
the Investor Relations section of the Company's website at investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following
completion of the live call.
Please see Note 2 "Use of Non-GAAP Financial Measures" to the consolidated financial statements
below for a reconciliation of U.S. GAAP-based financial measures used in this press release to
Non-GAAP-based financial measures.
Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover
this product(s). For more information, please visit www.opentext.com/about/patents.
About OpenText
OpenText™ is a global leader in data management for enterprise AI, helping organizations protect, govern, and
activate their data with confidence. Our technologies turn data into information with context to form the
knowledge base for enterprise AI. Learn more at www.opentext.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements about Open Text Corporation ("OpenText" or
"the Company") on: focus of Fiscal 2027, including expanding sales capacity, deepening reach through
ecosystem partners, and increasing organic investment in our core portfolio; growth in constant currency of
our core business; timing for enterprise assessment and results therefrom; expected future performance,
including competitive position of and innovation to certain products, cash generation therefrom and ability
to build long-term shareholder value; client benefits from products; executing the Company's capital
allocation strategy, including debt reduction, dividends, share repurchases and targeted organic investment
; execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings,
associated benefits thereof and potential adjustments of amounts thereto; projected outlook and estimates;
portfolio shaping opportunities and divestiture of non-core assets, including benefits from and timing of
such transactions and use of proceeds therefrom; future total and cloud revenues, operating expenses,
margins, RPO, cRPO, free cash flows, earnings, interest expense and capital expenditures; net leverage and
savings estimates and timing thereof; innovation road map; estimated annualized dividend; expected size and
timing of the share repurchase program, including execution thereof; future tax rates; renewal rates;
potential investments and associated job creation; internal automation and AI leverage, including our AI
strategy, vision and growth; and other matters, which may contain words such as "anticipates", "expects",
"intends", "plans", "believes", "seeks", "estimates", "may", "could", "would", "might", "will" and
variations of these words or similar expressions are intended to identify forward-looking statements or
information under applicable securities laws (forward-looking statements). In addition, any statements or
information that refer to expectations, beliefs, plans, projections, objectives, performance or other
characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements, and are based on our current expectations, forecasts and projections about the
operating environment, economies and markets in which we operate. Forward-looking statements reflect our
current estimates, beliefs and assumptions, which are based on management's perception of historic trends,
current conditions and expected future developments, as well as other factors it believes are appropriate in
the circumstances, such as certain assumptions about the economy, as well as market, financial and
operational assumptions. Management's estimates, beliefs and assumptions, including statements regarding
future outlook, estimates and business models, are inherently subject to significant business, economic,
competitive and other uncertainties and contingencies regarding future events and, as such, are subject to
change and are not considered guidance. We can give no assurance that such estimates, beliefs and
assumptions will prove to be correct. Future declarations of dividends are also subject to the final
determination and discretion of the Board of Directors, and an annualized dividend has not been approved or
declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as
those relating to: all statements regarding the expected future financial position, results of operations,
revenues, expenses, margins, cash flows, dividends, share buybacks, financing plans, business strategy,
budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of
management, including any anticipated synergy benefits; incurring unanticipated costs, delays or
difficulties; and our ability to develop, protect and maintain our intellectual property and proprietary
technology and to operate without infringing on the proprietary rights of others. We rely on a combination
of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual
provisions to establish and maintain our proprietary rights, which are important to our success. From time
to time, we may also enforce our intellectual property rights through litigation in line with our strategic
and business objectives. The actual results that OpenText achieves may differ materially from any
forward-looking statements. For additional information with respect to risks and other factors which could
occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities
filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are
cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the
date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Further, readers should note that we may announce information using our website,
press releases, securities law filings, public conference calls, webcasts and the social media channels
identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's
or our executive's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted
through such channels may be material. Accordingly, readers should monitor such channels in addition to our
other forms of communication.
|
OPEN TEXT CORPORATION
CONSOLIDATED BALANCE
SHEETS
(In thousands of U.S. dollars, except share
data)
|
|
|
June 30, 2026
|
|
June 30, 2025
|
|
ASSETS
|
|
|
|
|
Cash and cash equivalents
|
$
956,024
|
|
$
1,156,496
|
|
Accounts receivable trade, net of allowance for
credit losses of $13,136 as of
June 30, 2026 and $14,258 as of
June 30, 2025
|
751,046
|
|
659,675
|
|
Contract assets
|
77,447
|
|
77,920
|
|
Income taxes recoverable
|
97,715
|
|
108,792
|
|
Prepaid expenses and other current assets
|
235,641
|
|
198,575
|
|
Total current assets
|
2,117,873
|
|
2,201,458
|
|
Property and equipment, net of accumulated
depreciation of $747,892 as of June 30,
2026 and $835,324 as of
June 30, 2025
|
522,197
|
|
375,252
|
|
Operating lease right of use assets
|
134,377
|
|
197,977
|
|
Long-term contract assets
|
59,872
|
|
49,293
|
|
Goodwill
|
7,327,376
|
|
7,517,463
|
|
Acquired intangible assets
|
1,475,018
|
|
1,976,591
|
|
Deferred tax assets
|
1,077,003
|
|
1,080,575
|
|
Other assets
|
301,328
|
|
307,693
|
|
Long-term income taxes recoverable
|
91,460
|
|
67,762
|
|
Total assets
|
$
13,106,504
|
|
$
13,774,064
|
|
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable and accrued liabilities
|
$
969,079
|
|
$
1,026,583
|
|
Current portion of long-term debt
|
35,850
|
|
35,850
|
|
Operating lease liabilities
|
63,612
|
|
75,914
|
|
Deferred revenues
|
1,483,234
|
|
1,515,382
|
|
Income taxes payable
|
71,550
|
|
93,325
|
|
Total current liabilities
|
2,623,325
|
|
2,747,054
|
|
Long-term liabilities:
|
|
|
|
|
Accrued liabilities
|
128,915
|
|
42,312
|
|
Pension liability, net
|
100,473
|
|
132,215
|
|
Long-term debt
|
5,734,519
|
|
6,342,071
|
|
Long-term operating lease liabilities
|
138,425
|
|
189,949
|
|
Long-term deferred revenues
|
159,912
|
|
168,757
|
|
Long-term income taxes payable
|
65,255
|
|
79,604
|
|
Deferred tax liabilities
|
139,614
|
|
141,514
|
|
Total long-term liabilities
|
6,467,113
|
|
7,096,422
|
|
Shareholders' equity:
|
|
|
|
|
Share capital and additional paid-in
capital
|
|
|
|
|
242,126,460 and 254,784,391 Common Shares
issued and outstanding at
June 30, 2026 and June 30, 2025,
respectively; authorized Common Shares: unlimited
|
2,160,481
|
|
2,193,985
|
|
Accumulated other comprehensive income
(loss)
|
(38,567)
|
|
(67,067)
|
|
Retained earnings
|
2,016,086
|
|
1,940,113
|
|
Treasury stock, at cost (4,751,257 and
4,648,036 shares at June 30, 2026 and
June 30, 2025,
respectively)
|
(123,896)
|
|
(138,164)
|
|
Total OpenText shareholders' equity
|
4,014,104
|
|
3,928,867
|
|
Non-controlling interests
|
1,962
|
|
1,721
|
|
Total shareholders' equity
|
4,016,066
|
|
3,930,588
|
|
Total liabilities and shareholders'
equity
|
$
13,106,504
|
|
$
13,774,064
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF
INCOME
(In thousands of U.S. dollars, except share
and per share data)
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
2026
|
|
2025
|
|
Revenues:
|
|
|
|
|
Cloud services and subscriptions
|
$
503,032
|
|
$
474,530
|
|
Customer support
|
553,838
|
|
580,573
|
|
License
|
214,605
|
|
172,515
|
|
Professional service and other
|
77,551
|
|
82,919
|
|
Total revenues
|
1,349,026
|
|
1,310,537
|
|
Cost of revenues:
|
|
|
|
|
Cloud services and subscriptions
|
180,788
|
|
176,198
|
|
Customer support
|
53,045
|
|
63,347
|
|
License
|
4,014
|
|
11,442
|
|
Professional service and other
|
56,828
|
|
64,717
|
|
Amortization of acquired technology-based
intangible assets
|
42,879
|
|
47,134
|
|
Total cost of revenues
|
337,554
|
|
362,838
|
|
Gross profit
|
1,011,472
|
|
947,699
|
|
Operating expenses:
|
|
|
|
|
Research and development
|
149,104
|
|
187,183
|
|
Sales and marketing
|
308,356
|
|
279,584
|
|
General and administrative
|
112,025
|
|
106,007
|
|
Depreciation
|
38,439
|
|
34,049
|
|
Amortization of acquired customer-based
intangible assets
|
64,989
|
|
79,656
|
|
Special charges (recoveries)
|
18,879
|
|
79,662
|
|
Total operating expenses
|
691,792
|
|
766,141
|
|
Income from operations
|
319,680
|
|
181,558
|
|
Other income (expense), net
|
5,688
|
|
(89,169)
|
|
Interest and other related expense, net
|
(74,845)
|
|
(81,118)
|
|
Income before income taxes
|
250,523
|
|
11,271
|
|
Provision for (recovery of) income taxes
|
94,799
|
|
(17,613)
|
|
Net income for the period
|
$
155,724
|
|
$
28,884
|
|
Net (income) attributable to non-controlling
interests
|
(61)
|
|
(51)
|
|
Net income attributable to OpenText
|
$
155,663
|
|
$
28,833
|
|
Earnings per share—basic attributable to
OpenText
|
$
0.64
|
|
$
0.11
|
|
Earnings per share—diluted attributable to
OpenText
|
$
0.64
|
|
$
0.11
|
|
Weighted average number of Common Shares
outstanding—basic (in '000's)
|
242,544
|
|
257,680
|
|
Weighted average number of Common Shares
outstanding—diluted (in '000's)
|
242,607
|
|
257,711
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF
INCOME
(In thousands of U.S. dollars, except share
and per share data)
|
|
|
Year Ended June 30,
|
|
2026
|
|
2025
|
|
2024
|
|
Revenues:
|
|
|
|
|
|
|
Cloud services and subscriptions
|
$
1,958,554
|
|
$
1,856,474
|
|
$
1,820,524
|
|
Customer support
|
2,287,449
|
|
2,334,037
|
|
2,713,297
|
|
License
|
678,465
|
|
625,614
|
|
834,162
|
|
Professional service and other
|
321,933
|
|
352,280
|
|
401,594
|
|
Total revenues
|
5,246,401
|
|
5,168,405
|
|
5,769,577
|
|
Cost of revenues:
|
|
|
|
|
|
|
Cloud services and subscriptions
|
700,617
|
|
697,929
|
|
713,759
|
|
Customer support
|
231,670
|
|
250,310
|
|
292,733
|
|
License
|
25,132
|
|
31,939
|
|
25,608
|
|
Professional service and other
|
245,912
|
|
265,160
|
|
302,527
|
|
Amortization of acquired technology-based
intangible assets
|
174,609
|
|
188,780
|
|
243,922
|
|
Total cost of revenues
|
1,377,940
|
|
1,434,118
|
|
1,578,549
|
|
Gross profit
|
3,868,461
|
|
3,734,287
|
|
4,191,028
|
|
Operating expenses:
|
|
|
|
|
|
|
Research and development
|
647,707
|
|
755,936
|
|
864,463
|
|
Sales and marketing
|
1,136,030
|
|
1,059,497
|
|
1,163,134
|
|
General and administrative
|
436,566
|
|
427,811
|
|
577,038
|
|
Depreciation
|
143,938
|
|
130,573
|
|
131,599
|
|
Amortization of acquired customer-based
intangible assets
|
288,603
|
|
321,891
|
|
432,404
|
|
Special charges (recoveries)
|
133,020
|
|
145,890
|
|
135,305
|
|
Total operating expenses
|
2,785,864
|
|
2,841,598
|
|
3,303,943
|
|
Income from operations
|
1,082,597
|
|
892,689
|
|
887,085
|
|
Other income (expense), net
|
85,875
|
|
(82,787)
|
|
358,391
|
|
Interest and other related expense, net
|
(309,595)
|
|
(327,831)
|
|
(516,180)
|
|
Income before income taxes
|
858,877
|
|
482,071
|
|
729,296
|
|
Provision for income taxes
|
215,614
|
|
46,005
|
|
264,012
|
|
Net income
|
$
643,263
|
|
$
436,066
|
|
$
465,284
|
|
Net (income) attributable to non-controlling
interests
|
(241)
|
|
(198)
|
|
(194)
|
|
Net income attributable to OpenText
|
$
643,022
|
|
$
435,868
|
|
$
465,090
|
|
Earnings per share—basic attributable to
OpenText
|
$
2.58
|
|
$
1.66
|
|
$
1.71
|
|
Earnings per share—diluted attributable to
OpenText
|
$
2.58
|
|
$
1.65
|
|
$
1.71
|
|
Weighted average number of Common Shares
outstanding—basic
(in '000's)
|
249,026
|
|
263,274
|
|
271,548
|
|
Weighted average number of Common Shares
outstanding—diluted
(in '000's)
|
249,373
|
|
263,650
|
|
272,588
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(In thousands of U.S. dollars)
|
|
|
Year Ended June 30,
|
|
2026
|
|
2025
|
|
2024
|
|
Net income for the period
|
$
643,263
|
|
$
436,066
|
|
$
465,284
|
|
Other comprehensive income (loss)—net of
tax:
|
|
|
|
|
|
|
Net foreign currency translation
adjustments
|
10,786
|
|
(3,548)
|
|
(15,646)
|
|
Unrealized gain (loss) on cash flow
hedges:
|
|
|
|
|
|
|
Unrealized gain (loss)—net of
tax(1)
|
(3,705)
|
|
(403)
|
|
(2,697)
|
|
(Gain) loss reclassified into net income—net of
tax(2)
|
100
|
|
2,531
|
|
965
|
|
Unrealized gain (loss) on available-for-sale
financial assets:
|
|
|
|
|
|
|
Unrealized gain (loss)—net of
tax(3)
|
1,007
|
|
1,131
|
|
228
|
|
Actuarial gain (loss) relating to defined
benefit pension plans:
|
|
|
|
|
|
|
Actuarial gain (loss)—net of
tax(4)
|
19,924
|
|
1,876
|
|
640
|
|
Amortization of actuarial (gain) loss into net
income—net of tax(5)
|
388
|
|
965
|
|
450
|
|
Total other comprehensive income (loss)
net
|
28,500
|
|
2,552
|
|
(16,060)
|
|
Total comprehensive income
|
671,763
|
|
438,618
|
|
449,224
|
|
Comprehensive income attributable to
non-controlling interests
|
(241)
|
|
(198)
|
|
(194)
|
|
Total comprehensive income attributable to
OpenText
|
$
671,522
|
|
$
438,420
|
|
$
449,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net of tax expense (recovery) of $(1,335),
$(145) and $(972) for the year ended June 30, 2026, 2025 and 2024,
respectively.
|
|
(2)
|
Net of tax expense (recovery) of $35, $912 and
$347 for the year ended June 30, 2026, 2025 and 2024, respectively.
|
|
(3)
|
Net of tax expense (recovery) of $467, $345 and
$112 for the year ended June 30, 2026, 2025 and 2024, respectively.
|
|
(4)
|
Net of tax expense (recovery) of $7,049, $1,686
and $765 for the year ended June 30, 2026, 2025 and 2024, respectively.
|
|
(5)
|
Net of tax expense (recovery) of $101, $341 and
$193 for the year ended June 30, 2026, 2025 and 2024, respectively.
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY
(In thousands of U.S. dollars and
shares)
|
|
|
Common Shares and
Additional Paid in
Capital
|
|
Treasury Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Non-
Controlling
Interests
|
|
Total
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Balance as of June 30, 2023
|
270,903
|
|
$ 2,176,947
|
|
(3,536)
|
|
$ (151,597)
|
|
$ 2,048,984
|
|
$
(53,559)
|
|
$
1,329
|
|
$ 4,022,104
|
|
Issuance of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under employee stock option plans
|
945
|
|
31,358
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
31,358
|
|
Under employee stock purchase plans
|
1,027
|
|
34,120
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34,120
|
|
Share-based compensation
|
—
|
|
139,779
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
139,779
|
|
Purchase of treasury stock
|
—
|
|
—
|
|
(1,400)
|
|
(53,085)
|
|
—
|
|
—
|
|
—
|
|
(53,085)
|
|
Issuance of treasury stock
|
—
|
|
(76,178)
|
|
1,800
|
|
81,414
|
|
(5,236)
|
|
—
|
|
—
|
|
—
|
|
Repurchase of Common Shares
|
(5,074)
|
|
(34,140)
|
|
—
|
|
—
|
|
(118,193)
|
|
—
|
|
—
|
|
(152,333)
|
|
Dividends declared
($1.00 per Common Share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(271,486)
|
|
—
|
|
—
|
|
(271,486)
|
|
Other comprehensive income (loss) - net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(16,060)
|
|
—
|
|
(16,060)
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
465,090
|
|
—
|
|
194
|
|
465,284
|
|
Balance as of June 30, 2024
|
267,801
|
|
$ 2,271,886
|
|
(3,136)
|
|
$ (123,268)
|
|
$ 2,119,159
|
|
$
(69,619)
|
|
$
1,523
|
|
$ 4,199,681
|
|
Issuance of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under employee stock option plans
|
139
|
|
3,729
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,729
|
|
Under employee stock purchase plans
|
1,369
|
|
33,915
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
33,915
|
|
Share-based compensation
|
—
|
|
104,721
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
104,721
|
|
Purchase of treasury stock
|
—
|
|
—
|
|
(4,619)
|
|
(133,077)
|
|
—
|
|
—
|
|
—
|
|
(133,077)
|
|
Issuance of treasury stock
|
—
|
|
(115,556)
|
|
3,107
|
|
118,181
|
|
(1,127)
|
|
—
|
|
—
|
|
1,498
|
|
Repurchase of Common Shares
|
(14,525)
|
|
(104,710)
|
|
—
|
|
—
|
|
(337,880)
|
|
—
|
|
—
|
|
(442,590)
|
|
Dividends declared
($1.05 per Common Share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(275,907)
|
|
—
|
|
—
|
|
(275,907)
|
|
Other comprehensive income (loss) - net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,552
|
|
—
|
|
2,552
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
435,868
|
|
—
|
|
198
|
|
436,066
|
|
Balance as of June 30, 2025
|
254,784
|
|
$ 2,193,985
|
|
(4,648)
|
|
$ (138,164)
|
|
$ 1,940,113
|
|
$
(67,067)
|
|
$
1,721
|
|
$ 3,930,588
|
|
Issuance of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under employee stock option plans
|
882
|
|
27,311
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,311
|
|
Under employee stock purchase plans
|
1,221
|
|
29,938
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
29,938
|
|
Share-based compensation
|
—
|
|
80,659
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
80,659
|
|
Purchase of treasury stock
|
—
|
|
—
|
|
(2,400)
|
|
(56,224)
|
|
—
|
|
—
|
|
—
|
|
(56,224)
|
|
Issuance of treasury stock
|
—
|
|
(64,977)
|
|
2,297
|
|
70,492
|
|
—
|
|
—
|
|
—
|
|
5,515
|
|
Repurchase of Common Shares
|
(14,761)
|
|
(106,435)
|
|
—
|
|
—
|
|
(294,653)
|
|
—
|
|
—
|
|
(401,088)
|
|
Dividends declared
($1.10 per Common Share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(272,396)
|
|
—
|
|
—
|
|
(272,396)
|
|
Other comprehensive income (loss) - net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,500
|
|
—
|
|
28,500
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
643,022
|
|
—
|
|
241
|
|
643,263
|
|
Balance as of June 30, 2026
|
242,126
|
|
$ 2,160,481
|
|
(4,751)
|
|
$ (123,896)
|
|
$ 2,016,086
|
|
$
(38,567)
|
|
$
1,962
|
|
$ 4,016,066
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In thousands of U.S. dollars)
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
2026
|
|
2025
|
|
Cash flows from operating activities:
|
|
|
|
|
Net income for the period
|
$
155,724
|
|
$
28,884
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
Depreciation and amortization of intangible
assets
|
146,307
|
|
160,839
|
|
Share-based compensation expense
|
21,846
|
|
21,921
|
|
Pension expense
|
6,087
|
|
4,399
|
|
Amortization of debt discount and issuance
costs
|
5,346
|
|
5,643
|
|
Write-off of right of use assets
|
912
|
|
7,374
|
|
Loss on extinguishment of debt
|
13,486
|
|
—
|
|
(Gain) adjustments to gain on
divestitures
|
(11,825)
|
|
—
|
|
Loss on sale and write down of property and
equipment, net
|
178
|
|
2,450
|
|
Deferred taxes
|
8,539
|
|
(46,845)
|
|
Share in net (income) loss of equity
investees
|
11,698
|
|
3,407
|
|
Changes in derivative instruments
|
(2,107)
|
|
55,064
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
Accounts receivable
|
(99,542)
|
|
(31,812)
|
|
Contract assets
|
(52,141)
|
|
(39,810)
|
|
Prepaid expenses and other current assets
|
(20,092)
|
|
5,309
|
|
Income taxes
|
16,500
|
|
(62,532)
|
|
Accounts payable and accrued liabilities
|
15,629
|
|
58,296
|
|
Deferred revenue
|
(26,618)
|
|
(7,395)
|
|
Other assets
|
(5,487)
|
|
(7,682)
|
|
Operating lease assets and liabilities,
net
|
1,362
|
|
681
|
|
Net cash provided by operating activities
|
185,802
|
|
158,191
|
|
Cash flows from investing activities:
|
|
|
|
|
Additions of property and equipment
|
(63,831)
|
|
(34,225)
|
|
Proceeds (adjustments to proceeds) from
divestitures
|
149,034
|
|
—
|
|
Other investing activities
|
3,927
|
|
140
|
|
Net cash provided by (used in) investing
activities
|
89,130
|
|
(34,085)
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from issuance of Common Shares from
exercise of stock options and ESPP
|
6,956
|
|
9,447
|
|
Repayment of long-term debt and Revolver
|
(458,963)
|
|
(8,963)
|
|
Debt issuance costs
|
—
|
|
—
|
|
Net change in transition services agreement
obligation
|
12,900
|
|
(1)
|
|
Repurchase of Common Shares
|
(11,834)
|
|
(145,287)
|
|
Purchase of treasury stock
|
(51,575)
|
|
(60,490)
|
|
Payments of dividends to shareholders
|
(65,389)
|
|
(66,188)
|
|
Other financing activities
|
(1,786)
|
|
(2,428)
|
|
Net cash used in financing activities
|
(569,691)
|
|
(273,910)
|
|
Foreign exchange gain (loss) on cash held in
foreign currencies
|
(3,371)
|
|
28,016
|
|
Decrease in cash, cash equivalents and
restricted cash during the period
|
(298,130)
|
|
(121,788)
|
|
Cash, cash equivalents and restricted cash at
beginning of the period
|
1,255,384
|
|
1,279,894
|
|
Cash, cash equivalents and restricted cash at
end of the period
|
$
957,254
|
|
$
1,158,106
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In thousands of U.S. dollars)
|
|
|
Reconciliation of cash, cash equivalents and
restricted cash:
|
June 30, 2026
|
|
June 30, 2025
|
|
Cash and cash equivalents
|
$
956,024
|
|
$
1,156,496
|
|
Restricted cash(1)
|
1,230
|
|
1,610
|
|
Total cash, cash equivalents and restricted
cash
|
$
957,254
|
|
$
1,158,106
|
|
|
|
|
|
(1) Restricted cash is classified
under the Prepaid expenses and other current assets and Other assets line items on
the Consolidated Balance Sheets.
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In thousands of U.S. dollars)
|
|
|
Year Ended June 30,
|
|
2026
|
|
2025
|
|
2024
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income for the period
|
$
643,263
|
|
$
436,066
|
|
$
465,284
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
|
|
Depreciation and amortization of intangible
assets
|
607,150
|
|
641,244
|
|
807,925
|
|
Share-based compensation expense
|
80,636
|
|
104,840
|
|
140,079
|
|
Pension expense
|
15,381
|
|
14,593
|
|
13,881
|
|
Amortization of debt discount and issuance
costs
|
22,522
|
|
21,977
|
|
25,257
|
|
Write-off of right of use assets
|
12,085
|
|
8,805
|
|
20,056
|
|
Loss on extinguishment of debt
|
18,787
|
|
—
|
|
56,393
|
|
(Gain) adjustments to gain on
divestitures
|
(76,136)
|
|
4,175
|
|
(429,102)
|
|
Loss on sale and write down of property and
equipment
|
6,546
|
|
3,178
|
|
3,710
|
|
Deferred taxes
|
(26,202)
|
|
(138,616)
|
|
(142,271)
|
|
Share in net (income) loss of equity
investees
|
4,049
|
|
(230)
|
|
18,194
|
|
Changes in derivative instruments
|
(27,369)
|
|
44,286
|
|
(3,116)
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
Accounts receivable
|
14,449
|
|
80,097
|
|
108,562
|
|
Contract assets
|
(147,700)
|
|
(135,911)
|
|
(95,403)
|
|
Prepaid expenses and other current assets
|
(39,979)
|
|
42,486
|
|
(28,395)
|
|
Income taxes
|
(39,427)
|
|
(246,681)
|
|
112,097
|
|
Accounts payable and accrued liabilities
|
(39,696)
|
|
(23,012)
|
|
(65,887)
|
|
Deferred revenue
|
(7,860)
|
|
3,565
|
|
(42,974)
|
|
Other assets
|
(56)
|
|
(15,264)
|
|
24,849
|
|
Operating lease assets and liabilities,
net
|
(13,626)
|
|
(14,980)
|
|
(21,448)
|
|
Net cash provided by operating activities
|
1,006,817
|
|
830,618
|
|
967,691
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Additions of property and equipment
|
(199,300)
|
|
(143,222)
|
|
(159,295)
|
|
Purchase of Micro Focus, net of cash
acquired
|
—
|
|
—
|
|
(9,272)
|
|
Proceeds (adjustments to proceeds) from
divestitures
|
311,913
|
|
(11,686)
|
|
2,229,187
|
|
Settlement of derivative instruments
|
—
|
|
(10,380)
|
|
—
|
|
Proceeds from interest on derivative
instruments
|
5
|
|
5,166
|
|
4,456
|
|
Other investing activities
|
4,559
|
|
6,614
|
|
(9,759)
|
|
Net cash provided by (used in) investing
activities
|
117,177
|
|
(153,508)
|
|
2,055,317
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Proceeds from issuance of Common Shares from
exercise of stock options and ESPP
|
56,419
|
|
35,372
|
|
66,914
|
|
Repayment of long-term debt and Revolver
|
(648,852)
|
|
(35,851)
|
|
(2,568,352)
|
|
Debt issuance costs
|
—
|
|
(1,066)
|
|
(3,833)
|
|
Net change in transition services agreement
obligation
|
14,271
|
|
(15,278)
|
|
15,278
|
|
Repurchase of Common Shares
|
(416,411)
|
|
(413,256)
|
|
(150,017)
|
|
Purchase of treasury stock
|
(52,901)
|
|
(130,649)
|
|
(53,085)
|
|
Payments of dividends to shareholders
|
(268,357)
|
|
(271,523)
|
|
(267,362)
|
|
Other financing activities
|
(3,309)
|
|
(2,428)
|
|
(1,447)
|
|
Net cash used in financing activities
|
(1,319,140)
|
|
(834,679)
|
|
(2,961,904)
|
|
Foreign exchange gain (loss) on cash held in
foreign currencies
|
(5,706)
|
|
32,882
|
|
(12,263)
|
|
Increase (decrease) in cash, cash equivalents
and restricted cash during the period
|
(200,852)
|
|
(124,687)
|
|
48,841
|
|
Cash, cash equivalents and restricted cash at
beginning of the period
|
1,158,106
|
|
1,282,793
|
|
1,233,952
|
|
Cash, cash equivalents and restricted cash at
end of the period
|
$
957,254
|
|
$
1,158,106
|
|
$
1,282,793
|
|
OPEN TEXT CORPORATION
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In thousands of U.S. dollars)
(unaudited)
|
|
|
Reconciliation of cash, cash equivalents and
restricted cash:
|
June 30, 2026
|
|
June 30, 2025
|
|
June 30, 2024
|
|
Cash and cash equivalents
|
$
956,024
|
|
$
1,156,496
|
|
$
1,280,662
|
|
Restricted cash(1)
|
1,230
|
|
1,610
|
|
2,131
|
|
Total cash, cash equivalents and restricted
cash
|
$
957,254
|
|
$
1,158,106
|
|
$
1,282,793
|
|
|
|
|
|
|
|
(1) Restricted cash is classified
under the Prepaid expenses and other current assets and Other assets line items on
the Consolidated Balance Sheets.
|
Notes
(1) All dollar amounts in this press release are in U.S. Dollars unless
otherwise indicated.
(2) Use of Non-GAAP Financial Measures: In addition to reporting financial
results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in
accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that
they do not have a standardized meaning and thus the Company's definition may be different from similar
Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period.
Thus it may be more difficult to compare the Company's financial performance to that of other companies.
However, the Company's management compensates for these limitations by providing the relevant disclosure of
the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the
U.S. GAAP financial measures and its 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 is not meant to be a substitute for financial measures presented in accordance with
U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such
U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its
entirety and not to rely on a single financial measure. The Company therefore believes that despite these
limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain
Non-GAAP measures defined below.
Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as
GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis,
excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based
compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated
to current period income, as further described in the tables below. Non-GAAP-based gross profit is the
arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible
assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as
Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from
operations is calculated as GAAP-based income from operations, excluding the amortization of acquired
intangible assets, special charges (recoveries), and share-based compensation expense.
Adjusted EBITDA is defined and calculated as GAAP-based net income (loss), attributable to OpenText,
excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization
of acquired intangible assets, other income (expense), share-based compensation and special charges
(recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total
revenue.
Free cash flow is defined and calculated as GAAP-based cash flows provided by operating activities less
capital expenditures.
The Company's management believes that the presentation of the above defined Non-GAAP financial measures
provides useful information to investors because they portray the financial results of the Company before
the impact of certain non-operational charges. The use of the term "non-operational charge" is defined for
this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's
management. These items are excluded based upon the way the Company's management evaluates the performance
of the Company's business for use in the Company's internal reports and are not excluded in the sense that
they may be used under U.S. GAAP.
The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation
of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and
the related tax effects that are primarily related to acquisitions, will provide readers of financial
statements with a more consistent basis for comparison across accounting periods and be more useful in
helping readers understand the Company's operating results and underlying operational trends. Additionally,
the Company has engaged in various restructuring activities over the past several years, primarily due to
acquisitions and most recently in response to our return to office planning, that have resulted in costs
associated with reductions in headcount, consolidation of leased facilities and related costs, all which are
recorded under the Company's "Special charges (recoveries)" caption on the Consolidated Statements of
Income. Each restructuring activity is a discrete event based on a unique set of business objectives or
circumstances, and each differs in terms of its operational implementation, business impact and scope, and
the size of each restructuring plan can vary significantly from period to period. Therefore, the Company
believes that the exclusion of these special charges (recoveries) will also better aid readers of financial
statements in the understanding and comparability of the Company's operating results and underlying
operational trends.
In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate
the operational and financial performance of the Company's core business using the same evaluation measures
that management uses, and is therefore a useful indication of OpenText's performance or expected performance
of future operations and facilitates period-to-period comparison of operating performance (although prior
performance is not necessarily indicative of future performance). As a result, the Company considers it
appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP
financial measures that exclude certain items from the presentation of its financial results. Information
reconciling certain forward-looking GAAP measures to non-GAAP measures related to outlook, estimates or
business models, including A-EBITDA is not available without unreasonable effort due to high variability,
complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary
for such reconciliations.
The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to
Non-GAAP-based financial measures for the following periods presented.
|
Reconciliation of selected GAAP-based
measures to Non-GAAP-based measures
for the three months ended June 30,
2026
(In thousands, except for per share data)
|
|
Three Months Ended June 30, 2026
|
|
GAAP-based
Measures
|
GAAP-based
Measures
% of Total
Revenue
|
Adjustments
|
Note
|
Non-GAAP-
based
Measures
|
Non-GAAP-based
Measures
% of Total
Revenue
|
|
Cost of revenues
|
|
|
|
|
|
|
|
Cloud services and subscriptions
|
$ 180,788
|
|
$ (1,555)
|
(1)
|
$ 179,233
|
|
|
Customer support
|
53,045
|
|
(632)
|
(1)
|
52,413
|
|
|
Professional service and other
|
56,828
|
|
(328)
|
(1)
|
56,500
|
|
|
Amortization of acquired technology-based
intangible assets
|
42,879
|
|
(42,879)
|
(2)
|
—
|
|
|
GAAP-based gross profit and gross margin (%)
/ Non-
GAAP-based gross profit and gross margin (%)
|
1,011,472
|
75.0 %
|
45,394
|
(3)
|
1,056,866
|
78.3 %
|
|
Operating expenses
|
|
|
|
|
|
|
|
Research and development
|
149,104
|
|
(3,884)
|
(1)
|
145,220
|
|
|
Sales and marketing
|
308,356
|
|
(8,898)
|
(1)
|
299,458
|
|
|
General and administrative
|
112,025
|
|
(6,549)
|
(1)
|
105,476
|
|
|
Amortization of acquired customer-based
intangible assets
|
64,989
|
|
(64,989)
|
(2)
|
—
|
|
|
Special charges (recoveries)
|
18,879
|
|
(18,879)
|
(4)
|
—
|
|
|
GAAP-based income from operations /
Non-GAAP-
based income from operations
|
319,680
|
|
148,593
|
(5)
|
468,273
|
|
|
Other income (expense), net
|
5,688
|
|
(5,688)
|
(6)
|
—
|
|
|
Provision for income taxes
|
94,799
|
|
(376)
|
(7)
|
94,423
|
|
|
GAAP-based net income / Non-GAAP-based net
income, attributable to OpenText
|
155,663
|
|
143,281
|
(8)
|
298,944
|
|
|
GAAP-based earnings per share /
Non-GAAP-based
earnings per share-diluted, attributable to
OpenText
|
$ 0.64
|
|
$ 0.59
|
(8)
|
$ 1.23
|
|
|
(1)
|
Adjustment relates to the exclusion of
share-based compensation expense from our Non-GAAP-based operating expenses as this
expense is excluded from our internal analysis of operating results.
|
|
(2)
|
Adjustment relates to the exclusion of
amortization expense from our Non-GAAP-based operating expenses as the timing and
frequency of amortization expense is dependent on our acquisitions and is hence
excluded from our internal analysis of operating results.
|
|
(3)
|
GAAP-based and Non-GAAP-based gross profit
stated in dollars and gross margin stated as a percentage of total revenue.
|
|
(4)
|
Adjustment relates to the exclusion of special
charges (recoveries) from our Non-GAAP-based operating expenses as special charges
(recoveries) are generally incurred in the periods relevant to an acquisition and
include certain charges or recoveries that are not indicative or related to
continuing operations and are therefore excluded from our internal analysis of
operating results.
|
|
(5)
|
GAAP-based and Non-GAAP-based income from
operations stated in dollars.
|
|
(6)
|
Adjustment relates to the exclusion of other
income (expense) from our Non-GAAP-based operating expenses as other income
(expense) generally relates to the transactional impact of foreign exchange and is
generally not indicative or related to continuing operations and is therefore
excluded from our internal analysis of operating results. Other income (expense)
also includes our share of income (losses) from our holdings in investments as a
limited partner. We do not actively trade equity securities in these privately held
companies nor do we plan our ongoing operations based around any anticipated
fundings or distributions from these investments. We exclude gains and losses on
these investments as we do not believe they are reflective of our ongoing business
and operating results. Other income (expense) also includes unrealized and realized
gains (losses) on our derivatives which are not designated as hedges. We exclude
gains and losses on these derivatives as we do not believe they are reflective of
our ongoing business and operating results.
|
|
(7)
|
Adjustment relates to differences between the
GAAP-based tax provision rate of approximately 38% and a Non-GAAP-based tax rate of
approximately 24%; these rate differences are due to the income tax effects of items
that are excluded for the purpose of calculating Non-GAAP-based net income. Such
excluded items include amortization, share-based compensation, special charges
(recoveries) and other income (expense), net. Also excluded are tax benefits/expense
items unrelated to current period income such as changes in reserves for tax
uncertainties and valuation allowance reserves and "book to return" adjustments for
tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits
arising from the internal reorganization that occurred in Fiscal 2017 have been
fully utilized and are no longer included. In arriving at our Non-GAAP-based tax
rate of approximately 24%, we analyzed the individual adjusted expenses and took
into consideration the impact of statutory tax rates from local jurisdictions
incurring the expense.
|
|
(8)
|
Reconciliation of GAAP-based net income to
Non-GAAP-based net income:
|
|
Three Months Ended June 30, 2026
|
|
|
Per share diluted
|
|
GAAP-based net income, attributable to
OpenText
|
$
155,663
|
$
0.64
|
|
Add:
|
|
|
|
Amortization
|
107,868
|
0.44
|
|
Share-based compensation
|
21,846
|
0.09
|
|
Special charges (recoveries)
|
18,879
|
0.08
|
|
Other (income) expense, net
|
(5,688)
|
(0.02)
|
|
GAAP-based provision for income taxes
|
94,799
|
0.39
|
|
Non-GAAP-based provision for income taxes
|
(94,423)
|
(0.39)
|
|
Non-GAAP-based net income, attributable to
OpenText
|
$
298,944
|
$
1.23
|
|
Reconciliation of Adjusted EBITDA
|
|
|
Three Months Ended June 30, 2026
|
|
GAAP-based net income, attributable to
OpenText
|
$
155,663
|
|
Add:
|
|
|
Provision for income taxes
|
94,799
|
|
Interest and other related expense, net
|
74,845
|
|
Amortization of acquired technology-based
intangible assets
|
42,879
|
|
Amortization of acquired customer-based
intangible assets
|
64,989
|
|
Depreciation
|
38,439
|
|
Share-based compensation
|
21,846
|
|
Special charges (recoveries)
|
18,879
|
|
Other (income) expense, net
|
(5,688)
|
|
Adjusted EBITDA
|
$
506,651
|
|
|
|
GAAP-based net income margin
|
11.5 %
|
|
Adjusted EBITDA margin
|
37.6 %
|
|
Reconciliation of Free Cash Flow
|
|
|
Three Months Ended June 30, 2026
|
|
GAAP-based cash flows provided by operating
activities
|
$
185,802
|
|
Add:
|
|
|
Capital expenditures(1)
|
(63,831)
|
|
Free cash flow
|
$
121,971
|
|
|
|
(1) Defined as "Additions of
property and equipment" in the Consolidated Statements of Cash Flows.
|
|
Reconciliation of selected GAAP-based
measures to Non-GAAP-based measures
for the year ended June 30,
2026
(In thousands, except for per share data)
|
|
Year Ended June 30, 2026
|
|
GAAP-based
Measures
|
GAAP-based
Measures
% of Total
Revenue
|
Adjustments
|
Note
|
Non-GAAP-
based
Measures
|
Non-GAAP-
based
Measures
% of Total
Revenue
|
|
Cost of revenues
|
|
|
|
|
|
|
|
Cloud services and subscriptions
|
$ 700,617
|
|
$ (6,374)
|
(1)
|
$ 694,243
|
|
|
Customer support
|
231,670
|
|
(3,561)
|
(1)
|
228,109
|
|
|
Professional service and other
|
245,912
|
|
(2,303)
|
(1)
|
243,609
|
|
|
Amortization of acquired technology-based
intangible assets
|
174,609
|
|
(174,609)
|
(2)
|
—
|
|
|
GAAP-based gross profit and gross margin (%)
/ Non-
GAAP-based gross profit and gross margin (%)
|
3,868,461
|
73.7 %
|
186,847
|
(3)
|
4,055,308
|
77.3 %
|
|
Operating expenses
|
|
|
|
|
|
|
|
Research and development
|
647,707
|
|
(15,118)
|
(1)
|
632,589
|
|
|
Sales and marketing
|
1,136,030
|
|
(31,954)
|
(1)
|
1,104,076
|
|
|
General and administrative
|
436,566
|
|
(21,326)
|
(1)
|
415,240
|
|
|
Amortization of acquired customer-based
intangible assets
|
288,603
|
|
(288,603)
|
(2)
|
—
|
|
|
Special charges (recoveries)
|
133,020
|
|
(133,020)
|
(4)
|
—
|
|
|
GAAP-based income from operations /
Non-GAAP-
based income from operations
|
1,082,597
|
|
676,868
|
(5)
|
1,759,465
|
|
|
Other income (expense), net
|
85,875
|
|
(85,875)
|
(6)
|
—
|
|
|
Provision for income taxes
|
215,614
|
|
132,355
|
(7)
|
347,969
|
|
|
GAAP-based net income / Non-GAAP-based
net
income, attributable to OpenText
|
643,022
|
|
458,638
|
(8)
|
1,101,660
|
|
|
GAAP-based earnings per share /
Non-GAAP-based
earnings per share-diluted, attributable to
OpenText
|
$ 2.58
|
|
$ 1.84
|
(8)
|
$ 4.42
|
|
|
(1)
|
Adjustment relates to the exclusion of
share-based compensation expense from our Non-GAAP-based operating expenses as this
expense is excluded from our internal analysis of operating results.
|
|
(2)
|
Adjustment relates to the exclusion of
amortization expense from our Non-GAAP-based operating expenses as the timing and
frequency of amortization expense is dependent on our acquisitions and is hence
excluded from our internal analysis of operating results.
|
|
(3)
|
GAAP-based and Non-GAAP-based gross profit
stated in dollars and gross margin stated as a percentage of total revenue.
|
|
(4)
|
Adjustment relates to the exclusion of special
charges (recoveries) from our Non-GAAP-based operating expenses as special charges
(recoveries) are generally incurred in the periods relevant to an acquisition and
include certain charges or recoveries that are not indicative or related to
continuing operations and are therefore excluded from our internal analysis of
operating results.
|
|
(5)
|
GAAP-based and Non-GAAP-based income from
operations stated in dollars.
|
|
(6)
|
Adjustment relates to the exclusion of other
income (expense) from our Non-GAAP-based operating expenses as other income
(expense) generally relates to the transactional impact of foreign exchange and is
generally not indicative or related to continuing operations and is therefore
excluded from our internal analysis of operating results. Other income (expense)
also includes our share of income (losses) from our holdings in investments as a
limited partner. We do not actively trade equity securities in these privately held
companies nor do we plan our ongoing operations based around any anticipated
fundings or distributions from these investments. We exclude gains and losses on
these investments as we do not believe they are reflective of our ongoing business
and operating results. Other income (expense) also includes unrealized and realized
gains (losses) on our derivatives which are not designated as hedges. We exclude
gains and losses on these derivatives as we do not believe they are reflective of
our ongoing business and operating results.
|
|
(7)
|
Adjustment relates to differences between the
GAAP-based tax provision rate of approximately 25% and a Non-GAAP-based tax rate of
approximately 24%; these rate differences are due to the income tax effects of items
that are excluded for the purpose of calculating Non-GAAP-based net income. Such
excluded items include amortization, share-based compensation, special charges
(recoveries) and other income (expense), net. Also excluded are tax benefits/expense
items unrelated to current period income such as changes in reserves for tax
uncertainties and valuation allowance reserves and "book to return" adjustments for
tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits
arising from the internal reorganization that occurred in Fiscal 2017 have been
fully utilized and are no longer included. In arriving at our Non-GAAP-based tax
rate of approximately 24%, we analyzed the individual adjusted expenses and took
into consideration the impact of statutory tax rates from local jurisdictions
incurring the expense.
|
|
(8)
|
Reconciliation of GAAP-based net income to
Non-GAAP-based net income:
|
|
Year Ended June 30, 2026
|
|
|
Per share diluted
|
|
GAAP-based net income, attributable to
OpenText
|
$
643,022
|
$
2.58
|
|
Add (deduct):
|
|
|
|
Amortization
|
463,212
|
1.87
|
|
Share-based compensation
|
80,636
|
0.32
|
|
Special charges (recoveries)
|
133,020
|
0.53
|
|
Other (income) expense, net
|
(85,875)
|
(0.34)
|
|
GAAP-based provision for income taxes
|
215,614
|
0.86
|
|
Non-GAAP-based provision for income taxes
|
(347,969)
|
(1.40)
|
|
Non-GAAP-based net income, attributable to
OpenText
|
$
1,101,660
|
$
4.42
|
|
Reconciliation of Adjusted EBITDA
|
|
|
Year Ended June 30, 2026
|
|
GAAP-based net income, attributable to
OpenText
|
$
643,022
|
|
Add:
|
|
|
Provision for income taxes
|
215,614
|
|
Interest and other related expense, net
|
309,595
|
|
Amortization of acquired technology-based
intangible assets
|
174,609
|
|
Amortization of acquired customer-based
intangible assets
|
288,603
|
|
Depreciation
|
143,938
|
|
Share-based compensation
|
80,636
|
|
Special charges (recoveries)
|
133,020
|
|
Other (income) expense, net
|
(85,875)
|
|
Adjusted EBITDA
|
$
1,903,162
|
|
|
|
GAAP-based net income margin
|
12.3 %
|
|
Adjusted EBITDA margin
|
36.3 %
|
|
Reconciliation of Free Cash Flow
|
|
|
Year Ended June 30, 2026
|
|
GAAP-based cash flows provided by operating
activities
|
$
1,006,817
|
|
Add:
|
|
|
Capital expenditures(1)
|
(199,300)
|
|
Free cash flow
|
$
807,517
|
|
|
|
(1) Defined as "Additions of property
and equipment" in the Consolidated Statements of Cash Flows.
|
|
Reconciliation of selected GAAP-based
measures to Non-GAAP-based measures
for the three months ended March 31,
2026
(In thousands, except for per share data)
|
|
Three Months Ended March 31,
2026
|
|
GAAP-based
Measures
|
GAAP-based
Measures
% of Total
Revenue
|
Adjustments
|
Note
|
Non-GAAP-
based
Measures
|
Non-GAAP
-based
Measures
% of Total
Revenue
|
|
Cost of revenues
|
|
|
|
|
|
|
|
Cloud services and subscriptions
|
$ 177,360
|
|
$ (1,473)
|
(1)
|
$ 175,887
|
|
|
Customer support
|
56,064
|
|
(789)
|
(1)
|
55,275
|
|
|
Professional service and other
|
63,509
|
|
(654)
|
(1)
|
62,855
|
|
|
Amortization of acquired technology-based
intangible assets
|
43,322
|
|
(43,322)
|
(2)
|
—
|
|
|
GAAP-based gross profit and gross margin (%)
/Non-
GAAP-based gross profit and gross margin (%)
|
937,273
|
73.1 %
|
46,238
|
(3)
|
983,511
|
76.7 %
|
|
Operating expenses
|
|
|
|
|
|
|
|
Research and development
|
171,166
|
|
(2,786)
|
(1)
|
168,380
|
|
|
Sales and marketing
|
282,624
|
|
(8,323)
|
(1)
|
274,301
|
|
|
General and administrative
|
108,667
|
|
(5,852)
|
(1)
|
102,815
|
|
|
Amortization of acquired customer-based
intangible assets
|
65,408
|
|
(65,408)
|
(2)
|
—
|
|
|
Special charges (recoveries)
|
73,884
|
|
(73,884)
|
(4)
|
—
|
|
|
GAAP-based income from operations /
Non-GAAP-
based income from operations
|
201,213
|
|
202,491
|
(5)
|
403,704
|
|
|
Other income (expense), net
|
80,231
|
|
(80,231)
|
(6)
|
—
|
|
|
Provision for income taxes
|
34,282
|
|
44,749
|
(7)
|
79,031
|
|
|
GAAP-based net income / Non-GAAP-based net
income, attributable to OpenText
|
172,652
|
|
77,511
|
(8)
|
250,163
|
|
|
GAAP-based earnings per share /
Non-GAAP-based
earnings per share-diluted, attributable to
OpenText
|
$ 0.70
|
|
$ 0.31
|
(8)
|
$ 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)
|
GAAP-based and Non-GAAP-based gross profit
stated in dollars and gross margin stated as a percentage of total revenue.
|
|
(4)
|
Adjustment relates to the exclusion of special
charges (recoveries) from our Non-GAAP-based operating expenses as special charges
(recoveries) are generally incurred in the periods relevant to an acquisition and
include certain charges or recoveries that are not indicative or related to
continuing operations and are therefore excluded from our internal analysis of
operating results.
|
|
(5)
|
GAAP-based and Non-GAAP-based income from
operations stated in dollars.
|
|
(6)
|
Adjustment relates to the exclusion of other
income (expense) from our Non-GAAP-based operating expenses as other income
(expense) generally relates to the transactional impact of foreign exchange and is
generally not indicative or related to continuing operations and is therefore
excluded from our internal analysis of operating results. Other income (expense)
also includes our share of income (losses) from our holdings in investments as a
limited partner. We do not actively trade equity securities in these privately held
companies nor do we plan our ongoing operations based around any anticipated
fundings or distributions from these investments. We exclude gains and losses on
these investments as we do not believe they are reflective of our ongoing business
and operating results. Other income (expense) also includes unrealized and realized
gains (losses) on our derivatives which are not designated as hedges. We exclude
gains and losses on these derivatives as we do not believe they are reflective of
our ongoing business and operating results.
|
|
(7)
|
Adjustment relates to differences between the
GAAP-based tax provision rate of approximately 17% and a Non-GAAP-based tax rate of
approximately 24%; these rate differences are due to the income tax effects of items
that are excluded for the purpose of calculating Non-GAAP-based net income. Such
excluded items include amortization, share-based compensation, special charges
(recoveries) and other income (expense), net. Also excluded are tax benefits/expense
items unrelated to current period income such as changes in reserves for tax
uncertainties and valuation allowance reserves and "book to return" adjustments for
tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits
arising from the internal reorganization that occurred in Fiscal 2017 have been
fully utilized and are no longer included. In arriving at our Non-GAAP-based tax
rate of approximately 24%, we analyzed the individual adjusted expenses and took
into consideration the impact of statutory tax rates from local jurisdictions
incurring the expense.
|
|
(8)
|
Reconciliation of GAAP-based net income to
Non-GAAP-based net income:
|
|
Three Months Ended March 31,
2026
|
|
|
Per share diluted
|
|
GAAP-based net income, attributable to
OpenText
|
$
172,652
|
$
0.70
|
|
Add:
|
|
|
|
Amortization
|
108,730
|
0.43
|
|
Share-based compensation
|
19,877
|
0.08
|
|
Special charges (recoveries)
|
73,884
|
0.30
|
|
Other (income) expense, net
|
(80,231)
|
(0.32)
|
|
GAAP-based provision for income taxes
|
34,282
|
0.14
|
|
Non-GAAP-based provision for income taxes
|
(79,031)
|
(0.32)
|
|
Non-GAAP-based net income, attributable to
OpenText
|
$
250,163
|
$
1.01
|
|
Reconciliation of Adjusted EBITDA
|
|
|
Three Months Ended March 31,
2026
|
|
GAAP-based net income, attributable to
OpenText
|
$
172,652
|
|
Add:
|
|
|
Provision for income taxes
|
34,282
|
|
Interest and other related expense, net
|
74,409
|
|
Amortization of acquired technology-based
intangible assets
|
43,322
|
|
Amortization of acquired customer-based
intangible assets
|
65,408
|
|
Depreciation
|
34,311
|
|
Share-based compensation
|
19,877
|
|
Special charges (recoveries)
|
73,884
|
|
Other (income) expense, net
|
(80,231)
|
|
Adjusted EBITDA
|
$
437,914
|
|
|
|
GAAP-based net income margin
|
13.5 %
|
|
Adjusted EBITDA margin
|
34.1 %
|
|
Reconciliation of Free Cash Flow
|
|
|
Three Months Ended March 31,
2026
|
|
GAAP-based cash flows provided by operating
activities
|
$
354,593
|
|
Add:
|
|
|
Capital expenditures(1)
|
(49,720)
|
|
Free cash flow
|
$
304,873
|
|
|
|
(1) Defined as "Additions of
property and equipment" in the Consolidated Statements of Cash Flows.
|
|
Reconciliation of selected GAAP-based
measures to Non-GAAP-based measures
for the three months ended June 30,
2025
(In thousands, except for per share data)
|
|
Three Months Ended June 30,
2025
|
|
GAAP-based
Measures
|
GAAP-based
Measures
% of Total
Revenue
|
Adjustments
|
Note
|
Non-GAAP-
based
Measures
|
Non-GAAP-
based
Measures
% of Total
Revenue
|
|
Cost of revenues
|
|
|
|
|
|
|
|
Cloud services and subscriptions
|
$ 176,198
|
|
$ (1,489)
|
(1)
|
$ 174,709
|
|
|
Customer support
|
63,347
|
|
(774)
|
(1)
|
62,573
|
|
|
Professional service and other
|
64,717
|
|
(1,369)
|
(1)
|
63,348
|
|
|
Amortization of acquired technology-based
intangible assets
|
47,134
|
|
(47,134)
|
(2)
|
—
|
|
|
GAAP-based gross profit and gross margin (%)
/Non-
GAAP-based gross profit and gross margin (%)
|
947,699
|
72.3 %
|
50,766
|
(3)
|
998,465
|
76.2 %
|
|
Operating expenses
|
|
|
|
|
|
|
|
Research and development
|
187,183
|
|
(5,439)
|
(1)
|
181,744
|
|
|
Sales and marketing
|
279,584
|
|
(11,446)
|
(1)
|
268,138
|
|
|
General and administrative
|
106,007
|
|
(1,404)
|
(1)
|
104,603
|
|
|
Amortization of acquired customer-based
intangible assets
|
79,656
|
|
(79,656)
|
(2)
|
—
|
|
|
Special charges (recoveries)
|
79,662
|
|
(79,662)
|
(4)
|
—
|
|
|
GAAP-based income from operations /
Non-GAAP-
based income from operations
|
181,558
|
|
228,373
|
(5)
|
409,931
|
|
|
Other income (expense), net
|
(89,169)
|
|
89,169
|
(6)
|
—
|
|
|
Provision for (recovery of) income taxes
|
(17,613)
|
|
96,528
|
(7)
|
78,915
|
|
|
GAAP-based net income / Non-GAAP-based net
income, attributable to OpenText
|
28,833
|
|
221,014
|
(8)
|
249,847
|
|
|
GAAP-based earnings per share /
Non-GAAP-based
earnings per share-diluted, attributable to
OpenText
|
$ 0.11
|
|
$ 0.86
|
(8)
|
$ 0.97
|
|
|
(1)
|
Adjustment relates to the exclusion of
share-based compensation expense from our Non-GAAP-based operating expenses as this
expense is excluded from our internal analysis of operating results.
|
|
(2)
|
Adjustment relates to the exclusion of
amortization expense from our Non-GAAP-based operating expenses as the timing and
frequency of amortization expense is dependent on our acquisitions and is hence
excluded from our internal analysis of operating results.
|
|
(3)
|
GAAP-based and Non-GAAP-based gross profit
stated in dollars and gross margin stated as a percentage of total revenue.
|
|
(4)
|
Adjustment relates to the exclusion of special
charges (recoveries) from our Non-GAAP-based operating expenses as special charges
(recoveries) are generally incurred in the periods relevant to an acquisition and
include certain charges or recoveries that are not indicative or related to
continuing operations and are therefore excluded from our internal analysis of
operating results.
|
|
(5)
|
GAAP-based and Non-GAAP-based income from
operations stated in dollars.
|
|
(6)
|
Adjustment relates to the exclusion of other
income (expense) from our Non-GAAP-based operating expenses as other income
(expense) generally relates to the transactional impact of foreign exchange and is
generally not indicative or related to continuing operations and is therefore
excluded from our internal analysis of operating results. Other income (expense)
also includes our share of income (losses) from our holdings in investments as a
limited partner. We do not actively trade equity securities in these privately held
companies nor do we plan our ongoing operations based around any anticipated
fundings or distributions from these investments. We exclude gains and losses on
these investments as we do not believe they are reflective of our ongoing business
and operating results. Other income (expense) also includes unrealized and realized
gains (losses) on our derivatives which are not designated as hedges. We exclude
gains and losses on these derivatives as we do not believe they are reflective of
our ongoing business and operating results.
|
|
(7)
|
Adjustment relates to differences between the
GAAP-based tax provision rate of approximately 156% and a Non-GAAP-based tax rate of
approximately 24%; these rate differences are due to the income tax effects of items
that are excluded for the purpose of calculating Non-GAAP-based net income. Such
excluded items include amortization, share-based compensation, special charges
(recoveries) and other income (expense), net. Also excluded are tax benefits/expense
items unrelated to current period income such as changes in reserves for tax
uncertainties and valuation allowance reserves and "book to return" adjustments for
tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits
arising from the internal reorganization that occurred in Fiscal 2017 have been
fully utilized and are no longer included. In arriving at our Non-GAAP-based tax
rate of approximately 24%, we analyzed the individual adjusted expenses and took
into consideration the impact of statutory tax rates from local jurisdictions
incurring the expense.
|
|
(8)
|
Reconciliation of GAAP-based net income to
Non-GAAP-based net income:
|
|
Three Months Ended June 30, 2025
|
|
|
Per share diluted
|
|
GAAP-based net income, attributable to
OpenText
|
$
28,833
|
$
0.11
|
|
Add:
|
|
|
|
Amortization
|
126,790
|
0.49
|
|
Share-based compensation
|
21,921
|
0.09
|
|
Special charges (recoveries)
|
79,662
|
0.31
|
|
Other (income) expense, net
|
89,169
|
0.35
|
|
GAAP-based recovery of income taxes
|
(17,613)
|
(0.07)
|
|
Non-GAAP-based provision for income taxes
|
(78,915)
|
(0.31)
|
|
Non-GAAP-based net income, attributable to
OpenText
|
$
249,847
|
$
0.97
|
|
Reconciliation of Adjusted EBITDA
|
|
|
Three Months Ended June 30, 2025
|
|
GAAP-based net income, attributable to
OpenText
|
$
28,833
|
|
Add:
|
|
|
Recovery of income taxes
|
(17,613)
|
|
Interest and other related expense, net
|
81,118
|
|
Amortization of acquired technology-based
intangible assets
|
47,134
|
|
Amortization of acquired customer-based
intangible assets
|
79,656
|
|
Depreciation
|
34,049
|
|
Share-based compensation
|
21,921
|
|
Special charges (recoveries)
|
79,662
|
|
Other (income) expense, net
|
89,169
|
|
Adjusted EBITDA
|
$
443,929
|
|
|
|
GAAP-based net income margin
|
2.2 %
|
|
Adjusted EBITDA margin
|
33.9 %
|
|
Reconciliation of Free Cash Flow
|
|
|
Three Months Ended June 30, 2025
|
|
GAAP-based cash flows provided by operating
activities
|
$
158,191
|
|
Add:
|
|
|
Capital expenditures(1)
|
(34,225)
|
|
Free cash flow
|
$
123,966
|
|
|
|
(1) Defined as "Additions of
property and equipment" in the Consolidated Statements of Cash Flows.
|
|
Reconciliation of selected GAAP-based
measures to Non-GAAP-based measures
for the year ended June 30,
2025
(In thousands, except for per share data)
|
|
Year Ended June 30, 2025
|
|
GAAP-based
Measures
|
GAAP-based
Measures
% of Total
Revenue
|
Adjustments
|
Note
|
Non-GAAP-
based
Measures
|
Non-GAAP
-based
Measures
% of Total
Revenue
|
|
Cost of revenues
|
|
|
|
|
|
|
|
Cloud services and subscriptions
|
$ 697,929
|
|
$ (8,317)
|
(1)
|
$ 689,612
|
|
|
Customer support
|
250,310
|
|
(4,067)
|
(1)
|
246,243
|
|
|
Professional service and other
|
265,160
|
|
(4,878)
|
(1)
|
260,282
|
|
|
Amortization of acquired technology-based
intangible assets
|
188,780
|
|
(188,780)
|
(2)
|
—
|
|
|
GAAP-based gross profit and gross margin (%)
/ Non-
GAAP-based gross profit and gross margin (%)
|
3,734,287
|
72.3 %
|
206,042
|
(3)
|
3,940,329
|
76.2 %
|
|
Operating expenses
|
|
|
|
|
|
|
|
Research and development
|
755,936
|
|
(25,999)
|
(1)
|
729,937
|
|
|
Sales and marketing
|
1,059,497
|
|
(38,826)
|
(1)
|
1,020,671
|
|
|
General and administrative
|
427,811
|
|
(22,753)
|
(1)
|
405,058
|
|
|
Amortization of acquired customer-based
intangible assets
|
321,891
|
|
(321,891)
|
(2)
|
—
|
|
|
Special charges (recoveries)
|
145,890
|
|
(145,890)
|
(4)
|
—
|
|
|
GAAP-based income from operations /
Non-GAAP-
based income from operations
|
892,689
|
|
761,401
|
(5)
|
1,654,090
|
|
|
Other income (expense), net
|
(82,787)
|
|
82,787
|
(6)
|
—
|
|
|
Provision for income taxes
|
46,005
|
|
272,296
|
(7)
|
318,301
|
|
|
GAAP-based net income / Non-GAAP-based
net
income, attributable to OpenText
|
435,868
|
|
571,892
|
(8)
|
1,007,760
|
|
|
GAAP-based earnings per share /
Non-GAAP-based
earnings per share-diluted, attributable to
OpenText
|
$ 1.65
|
|
$ 2.17
|
(8)
|
$ 3.82
|
|
|
(1)
|
Adjustment relates to the exclusion of
share-based compensation expense from our Non-GAAP-based operating expenses as this
expense is excluded from our internal analysis of operating results.
|
|
(2)
|
Adjustment relates to the exclusion of
amortization expense from our Non-GAAP-based operating expenses as the timing and
frequency of amortization expense is dependent on our acquisitions and is hence
excluded from our internal analysis of operating results.
|
|
(3)
|
GAAP-based and Non-GAAP-based gross profit
stated in dollars and gross margin stated as a percentage of total revenue.
|
|
(4)
|
Adjustment relates to the exclusion of special
charges (recoveries) from our Non-GAAP-based operating expenses as special charges
(recoveries) are generally incurred in the periods relevant to an acquisition and
include certain charges or recoveries that are not indicative or related to
continuing operations and are therefore excluded from our internal analysis of
operating results.
|
|
(5)
|
GAAP-based and Non-GAAP-based income from
operations stated in dollars.
|
|
(6)
|
Adjustment relates to the exclusion of other
income (expense) from our Non-GAAP-based operating expenses as other income
(expense) generally relates to the transactional impact of foreign exchange and is
generally not indicative or related to continuing operations and is therefore
excluded from our internal analysis of operating results. Other income (expense)
also includes our share of income (losses) from our holdings in investments as a
limited partner. We do not actively trade equity securities in these privately held
companies nor do we plan our ongoing operations based around any anticipated
fundings or distributions from these investments. We exclude gains and losses on
these investments as we do not believe they are reflective of our ongoing business
and operating results. Other income (expense) also includes unrealized and realized
gains (losses) on our derivatives which are not designated as hedges. We exclude
gains and losses on these derivatives as we do not believe they are reflective of
our ongoing business and operating results.
|
|
(7)
|
Adjustment relates to differences between the
GAAP-based tax provision rate of approximately 10% and a Non-GAAP-based tax rate of
approximately 24%; these rate differences are due to the income tax effects of items
that are excluded for the purpose of calculating Non-GAAP-based net income. Such
excluded items include amortization, share-based compensation, special charges
(recoveries) and other income (expense), net. Also excluded are tax benefits/expense
items unrelated to current period income such as changes in reserves for tax
uncertainties and valuation allowance reserves and "book to return" adjustments for
tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits
arising from the internal reorganization that occurred in Fiscal 2017 have been
fully utilized and are no longer included. In arriving at our Non-GAAP-based tax
rate of approximately 24%, we analyzed the individual adjusted expenses and took
into consideration the impact of statutory tax rates from local jurisdictions
incurring the expense.
|
|
(8)
|
Reconciliation of GAAP-based net income to
Non-GAAP-based net income:
|
|
Year Ended June 30, 2025
|
|
|
Per share diluted
|
|
GAAP-based net income, attributable to
OpenText
|
$
435,868
|
$
1.65
|
|
Add (deduct):
|
|
|
|
Amortization
|
510,671
|
1.94
|
|
Share-based compensation
|
104,840
|
0.40
|
|
Special charges (recoveries)
|
145,890
|
0.55
|
|
Other (income) expense, net
|
82,787
|
0.32
|
|
GAAP-based provision for income taxes
|
46,005
|
0.17
|
|
Non-GAAP-based provision for income taxes
|
(318,301)
|
(1.21)
|
|
Non-GAAP-based net income, attributable to
OpenText
|
$
1,007,760
|
$
3.82
|
|
Reconciliation of Adjusted EBITDA
|
|
|
Year Ended June 30, 2025
|
|
GAAP-based net income, attributable to
OpenText
|
$
435,868
|
|
Add:
|
|
|
Provision for income taxes
|
46,005
|
|
Interest and other related expense, net
|
327,831
|
|
Amortization of acquired technology-based
intangible assets
|
188,780
|
|
Amortization of acquired customer-based
intangible assets
|
321,891
|
|
Depreciation
|
130,573
|
|
Share-based compensation
|
104,840
|
|
Special charges (recoveries)
|
145,890
|
|
Other (income) expense, net
|
82,787
|
|
Adjusted EBITDA
|
$
1,784,465
|
|
|
|
GAAP-based net income margin
|
8.4 %
|
|
Adjusted EBITDA margin
|
34.5 %
|
|
Reconciliation of Free Cash Flow
|
|
|
Year Ended June 30, 2025
|
|
GAAP-based cash flows provided by operating
activities
|
$
830,618
|
|
Add:
|
|
|
Capital expenditures(1)
|
(143,222)
|
|
Free cash flow
|
$
687,396
|
|
|
|
(1) Defined as "Additions of
property and equipment" in the Consolidated Statements of Cash Flows.
|
|
(3)
|
The following tables provide a composition of
our major currencies for revenue and expenses, expressed as a percentage, for the
year ended June 30, 2026 and 2025:
|
|
Three Months Ended June 30, 2026
|
|
Three Months Ended June 30, 2025
|
|
Currencies
|
% of Revenue
|
|
% of Expenses(1)
|
|
% of Revenue
|
|
% of Expenses(1)
|
|
EURO
|
25 %
|
|
14 %
|
|
25 %
|
|
13 %
|
|
GBP
|
6 %
|
|
6 %
|
|
5 %
|
|
6 %
|
|
CAD
|
3 %
|
|
14 %
|
|
3 %
|
|
12 %
|
|
USD
|
56 %
|
|
43 %
|
|
56 %
|
|
46 %
|
|
Other
|
10 %
|
|
23 %
|
|
11 %
|
|
23 %
|
|
Total
|
100 %
|
|
100 %
|
|
100 %
|
|
100 %
|
|
Year Ended June 30, 2026
|
|
Year Ended June 30, 2025
|
|
Currencies
|
% of Revenue
|
|
% of Expenses(1)
|
|
% of Revenue
|
|
% of Expenses(1)
|
|
EURO
|
25 %
|
|
14 %
|
|
23 %
|
|
12 %
|
|
GBP
|
5 %
|
|
6 %
|
|
5 %
|
|
6 %
|
|
CAD
|
3 %
|
|
13 %
|
|
3 %
|
|
11 %
|
|
USD
|
56 %
|
|
44 %
|
|
58 %
|
|
47 %
|
|
Other
|
11 %
|
|
23 %
|
|
11 %
|
|
24 %
|
|
Total
|
100 %
|
|
100 %
|
|
100 %
|
|
100 %
|
|
(1)
|
Expenses include all cost of revenues and
operating expenses included within the Condensed Consolidated Statements of Income,
except for amortization of intangible assets, share-based compensation and special
charges (recoveries).
|
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SOURCE Open Text Corporation