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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
______________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31, 2024
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
Canada0-2754498-0154400
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading Symbol(s)Name of each exchange on which registered
Common stock without par valueOTEXNASDAQ Global Select Market
  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02     Results of Operations and Financial Condition
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”
On October 31, 2024, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this Item 2.02 and the exhibits attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01    Other Events
The following information is filed pursuant to Item 8.01 "Other Events".
Cash Dividends
Pursuant to the Company's dividend policy, the Board of Directors of the Company has declared a dividend of $0.2625 per Common Share, payable on December 20, 2024, to the shareholders of the Company of record on November 29, 2024.
OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.
The declaration, payment and amount of any future dividends will be made pursuant to the Company's dividend policy and is subject to final determination each quarter by the Board of Directors in its discretion based on a number of factors that it deems relevant, including the Company's financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that the Board of Directors may conclude would be in the best interest of the shareholders of the Company. Payment of dividends is also subject to relevant contractual limitations, including those in the Company's existing credit agreements. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that the Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends in the future.

Item  9.01    Financial Statements and Exhibits

(d)    Exhibits
 
Exhibit No. 
Description 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

  OPEN TEXT CORPORATION
October 31, 2024
 By:/s/ MADHU RANGANATHAN
   Madhu Ranganathan
President, Chief Financial Officer and Corporate Development

 


Exhibit Index
 
Exhibit No. 
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Exhibit 99.1
OpenText Reports First Quarter Fiscal Year 2025 Financial Results
Total Revenues of $1.27B, 15 Consecutive Quarters of Cloud Organic Growth
Delivers Net Income Margin of 7%, Robust Adjusted EBITDA Margin of 35.0%
GAAP EPS of $0.32, Non-GAAP EPS of $0.93
Purchased and Canceled 7.72M Shares Over the Last Two Quarters
Fiscal 2025 First Quarter Highlights
Total Revenues
(in millions)
Annual Recurring Revenues
(in millions)
Cloud Revenues
(in millions)
$1,269$1,053$457
(11.0)%(8.4)%+1.3%
Annual Recurring Revenues represent 83% of Total Revenues


“In our first full quarter after the AMC divestiture, we delivered $1.27 billion in total revenues, 35% Adjusted EBITDA Margin, and our 15th consecutive quarter of organic cloud revenue growth,” said Mark J. Barrenechea, OpenText CEO & CTO. “Further, we remain on track to return record capital to shareholders in Fiscal 2025, of approximately $570 million, and the company has purchased and canceled 7.72 million shares over the last two quarters.”

Mr. Barrenechea added: “OpenText continues to invest in the future of Information Management, and we look forward to showcasing our exciting innovation roadmap at our upcoming OpenText World User Conference in Las Vegas. We will be highlighting strong progress in our trusted Business Clouds, Business AI and Business Technology including Cyber Security.”
Mark J. Barrenechea, OpenText CEO & CTO
“The strength of the OpenText operating model has resulted in strong margin performance this quarter. We continue to focus on driving operational efficiencies across the organization and we have a defined path in place for future margin and cash flow growth,” said Madhu Ranganathan, OpenText President, CFO and leader of Corporate Development. “Based on this foundation of operational excellence we continue to invest in our growth and have the capital flexibility to deliver on our Fiscal 2025 Targets.”
                                                                                Madhu Ranganathan, OpenText President & CFO

Waterloo, ON, October 31, 2024 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the first quarter ended September 30, 2024.
First Quarter Financial Highlights Y/Y
•Total revenues of $1.27 billion, down 11.0% Y/Y or down 1.8% when adjusted for the AMC divestiture
•Annual recurring revenues (ARR) of $1.05 billion, or down 8.4% Y/Y or down 1.1% when adjusted for the AMC divestiture
•Cloud revenues of $457 million, up 1.3% Y/Y
•Quarterly enterprise cloud bookings(1) of $133 million, up 10.3% Y/Y
•Operating cash flows of ($78) million and free cash flows(2) of ($117) million, reflecting expected one-time tax payment for the AMC divestiture
•GAAP-based net income of $84 million, GAAP-based diluted earnings per share (EPS) of $0.32
•Adjusted EBITDA(2) of $444 million, margin of 35.0%, above Company’s Q1 targets
•Non-GAAP diluted EPS(2) of $0.93
•Returned $154 million of capital to shareholders consisting of $69 million of dividends and $85 million of share repurchases

(1) Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise based customers.
(2) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
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Financial Highlights for Q1 Fiscal 2025 with Year Over Year Comparisons
Summary of Quarterly Results
(In millions, except per share data)
Q1 FY'25
Q1 FY'24
$ Change % Change 
Q1 FY'25 in CC*
% Change in CC*
Revenues:
Cloud services and subscriptions$457 $451 $6 1.3 %$459 1.7 %
Customer support595 698 ($102)(14.7)%598 (14.3)%
Total annual recurring revenues**$1,053 $1,149 ($96)(8.4)%$1,057 (8.0)%
License126 173 ($47)(27.3)%126 (27.2)%
Professional service and other91 104 ($13)(12.5)%91 (12.5)%
Total revenues
$1,269 $1,425 ($156)(11.0)%$1,273 (10.7)%
GAAP-based operating income$206 $213 ($7)(3.1)%N/AN/A
Non-GAAP-based operating income (1)
$412 $461 ($49)(10.7)%$410 (11.0)%
GAAP-based net income attributable to OpenText$84 $81 $3 4.3 %N/AN/A
GAAP-based EPS, diluted$0.32 $0.30 $0.02 6.7 %N/AN/A
Non-GAAP-based EPS, diluted (1)(2)
$0.93 $1.01 ($0.08)(7.9)%$0.93 (7.9)%
Adjusted EBITDA (1)
$444 $495 ($51)(10.3)%$442 (10.6)%
Operating cash flows($78)$47 ($125)(265.1)%N/AN/A
Free cash flows (1)
($117)$10 ($127)(1,322.3)%N/AN/A

(1) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
(2) For periods prior to Fiscal 2025, this is reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the period based on the forecasted utilization period. Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K.
Note: Items in tables may not add due to rounding.  Percentages presented are calculated based on the underlying amounts.
*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.
**Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

Dividend
As part of our quarterly, non-cumulative cash dividend program, the Board declared on October 29, 2024, a cash dividend of $0.2625 per common share. The record date for this dividend is November 29, 2024 and the payment date is December 20, 2024. OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.
Share Repurchase
OpenText also announced that in the first quarter of Fiscal 2025, it repurchased $85 million of common shares for cancellation under the Fiscal 2025 Repurchase Plan. Under the Fiscal 2025 Repurchase Plan, for the period commencing August 7, 2024 until August 6, 2025, OpenText intends to purchase for cancellation in open market transactions, from time to time, up to US$300 million of its issued and outstanding common shares, subject to a maximum of 21,179,064 common shares.
Quarterly Business Highlights
•Key customer wins in the quarter include: Alaska Airlines, Beyond ONE-Virgin Mobile, Bombardier, CHT Security, Dick's Sporting Goods, Digital Intelligence, European Medicines Agency, Fedex-DXC, Ford O’Brien Landy LLP, Linde Plc, National Bank, Nippon Gases, Raytheon Systems Limited, SICK AG, Standard
•OpenText named a leader in IDC MarketScape: Worldwide Intelligent Content Services 2024
•OpenText harnesses AI to revolutionize DevSecOps at Global Virtual Summit
•OpenText IT Management Platform achieves FedRAMP® authorization
•OpenText named one of the world's best companies by TIME Magazine for the second consecutive year
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Summary of Quarterly Results
 
Q1 FY'25
Q4 FY'24
Q1 FY'24
% Change 
(Q1 FY'25 vs Q4 FY'24)
% Change
(Q1 FY'25 vs Q1 FY'24)
Revenue (millions)$1,269 $1,362 $1,425 (6.8)%(11.0)%
GAAP-based gross margin71.7 %72.5 %71.4 %(80)bps30 bps
Non-GAAP-based gross margin (1)
75.8 %76.4 %77.3 %(60)bps(150)bps
GAAP-based earnings (loss) per share, diluted$0.32 $0.91 $0.30 (64.8)%6.7 %
Non-GAAP-based EPS, diluted (1)(2)
$0.93 $0.98 $1.01 (5.1)%(7.9)%

(1) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
(2) Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period.
Conference Call Information

OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast today at 9:00 a.m. ET (6:00 a.m. PT) from the Investor Relations section of the Company's website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.

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

About OpenText

OpenText is the leading Information Management software and services company in the world. We help organizations solve complex global problems with a comprehensive suite of Business Clouds, Business AI, and Business Technology. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at www.opentext.com.
Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements about Open Text Corporation (“OpenText” or “the Company”) on growth, profitability and future of Information Management, including executing on strategic programs including stronger competitive advantage, accelerating cloud growth, driving margin expansion and executing the Company’s capital allocation strategy, including expected return to shareholders; achieving Fiscal 2025 Financial Targets; level of performance through the fiscal year; cloud bookings, demand, scale and revenue growth; future organic growth initiatives and deployment of capital; innovation fueled by cloud, AI and security technologies; future revenues, operating expenses, margins, free cash flows, interest expense and capital expenditures; market share of our products; innovation road map; intention to maintain a dividend program, including any targeted annualized dividend; expected size and timing of the Fiscal 2025 Repurchase Plan, including execution thereof; future tax rates; renewal rates; new platform and product offerings, including OpenText AI products, and associated benefits to customers; internal automation and AI leverage, including our AI strategy, vision and growth; strategy to build shareholder value; and other matters, which may contain words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, “might”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements or information under applicable securities laws (forward-looking statements). In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions, including statements regarding future targets and aspirations, are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change and are not considered guidance. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends are also subject to the final determination and discretion of the Board of Directors, and an annualized dividend has not been approved or declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: all statements regarding the expected future financial position, results of operations, revenues, expenses, margins, cash flows, dividends, share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans
3

and objectives of management, including any anticipated synergy benefits; incurring unanticipated costs, delays or difficulties, including as a result of the integration of Micro Focus, the divestiture of the AMC business or the execution of our business optimization plan; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our CEO's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.


For more information, please contact:
Greg Secord
Vice President, Global Head of Investor Relations
Open Text Corporation
415-963-0825
investors@opentext.com



Copyright ©2024 Open Text. OpenText is a trademark or registered trademark of Open Text. The list of trademarks is not exhaustive of other trademarks. Registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text. All rights reserved. For more information, visit: https://www.opentext.com/about/copyright-information.
4

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)

 September 30, 2024June 30, 2024
ASSETS(unaudited) 
Cash and cash equivalents$1,000,219 $1,280,662 
Accounts receivable trade, net of allowance for credit losses of $14,509 as of September 30, 2024 and $12,108 as of June 30, 2024
592,614 626,189 
Contract assets70,203 66,450 
Income taxes recoverable96,633 61,113 
Prepaid expenses and other current assets220,425 242,911 
Total current assets1,980,094 2,277,325 
Property and equipment, net of accumulated depreciation of $768,438 as of September 30, 2024 and $751,174 as of June 30, 2024
365,451 367,740 
Operating lease right of use assets219,514 219,774 
Long-term contract assets42,314 38,684 
Goodwill7,502,649 7,488,367 
Acquired intangible assets2,357,997 2,486,264 
Deferred tax assets954,813 932,657 
Other assets302,387 298,281 
Long-term income taxes recoverable54,072 96,615 
Total assets$13,779,291 $14,205,707 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current liabilities: 
Accounts payable and accrued liabilities$862,973 $931,116 
Current portion of long-term debt35,850 35,850 
Operating lease liabilities75,312 76,446 
Deferred revenues1,450,456 1,521,416 
Income taxes payable74,948 235,666 
Total current liabilities2,499,539 2,800,494 
Long-term liabilities:  
Accrued liabilities45,197 46,483 
Pension liability, net
133,666 127,255 
Long-term debt6,353,277 6,356,943 
Long-term operating lease liabilities213,400 218,174 
Long-term deferred revenues162,397 162,401 
Long-term income taxes payable99,286 145,644 
Deferred tax liabilities135,642 148,632 
Total long-term liabilities7,142,865 7,205,532 
Shareholders' equity:  
Share capital and additional paid-in capital  
265,545,938 and 267,800,517 Common Shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively; authorized Common Shares: unlimited
2,290,191 2,271,886 
Accumulated other comprehensive income (loss)(74,456)(69,619)
Retained earnings2,065,221 2,119,159 
Treasury stock, at cost (3,899,507 and 3,135,980 shares at September 30, 2024 and June 30, 2024, respectively)
(145,646)(123,268)
Total OpenText shareholders' equity4,135,310 4,198,158 
Non-controlling interests1,577 1,523 
Total shareholders' equity4,136,887 4,199,681 
Total liabilities and shareholders' equity$13,779,291 $14,205,707 


5


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

 Three Months Ended September 30,
 20242023
Revenues:
Cloud services and subscriptions$457,024 $451,014 
Customer support595,490 697,713 
License125,813 173,026 
Professional service and other90,678 103,676 
Total revenues1,269,005 1,425,429 
Cost of revenues:
Cloud services and subscriptions175,257 171,412 
Customer support62,574 75,014 
License6,657 3,839 
Professional service and other66,915 79,922 
Amortization of acquired technology-based intangible assets47,244 76,824 
Total cost of revenues358,647 407,011 
Gross profit910,358 1,018,418 
Operating expenses:
Research and development190,693 226,231 
Sales and marketing245,882 280,007 
General and administrative106,730 131,211 
Depreciation32,171 34,091 
Amortization of acquired customer-based intangible assets81,504 120,192 
Special charges (recoveries)47,136 13,794 
Total operating expenses704,116 805,526 
Income from operations
206,242 212,892 
Other income (expense), net(35,655)20,170 
Interest and other related expense, net(84,282)(141,764)
Income before income taxes
86,305 91,298 
Provision for income taxes
1,883 10,352 
Net income for the period
$84,422 $80,946 
Net (income) attributable to non-controlling interests
(54)(45)
Net income attributable to OpenText
$84,368 $80,901 
Earnings per share—basic attributable to OpenText$0.32 $0.30 
Earnings per share—diluted attributable to OpenText$0.32 $0.30 
Weighted average number of Common Shares outstanding—basic (in '000's)
267,400 271,178 
Weighted average number of Common Shares outstanding—diluted (in '000's)
267,821 271,902 

6


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

 Three Months Ended September 30,
 20242023
Net income for the period
$84,422 $80,946 
Other comprehensive income (loss)—net of tax:
Net foreign currency translation adjustments(5,190)(14,583)
Unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss) - net of tax (1)
654 (1,841)
(Gain) loss reclassified into net income - net of tax (2)
262 9 
Unrealized gain (loss) on available-for-sale financial assets:
Unrealized gain (loss) - net of tax (3)
248 (221)
Actuarial gain (loss) relating to defined benefit pension plans:
Actuarial gain (loss) - net of tax (4)
(1,045)(19)
Amortization of actuarial (gain) loss into net income - net of tax (5)
234 189 
Total other comprehensive loss net
(4,837)(16,466)
Total comprehensive income
79,585 64,480 
Comprehensive income attributable to non-controlling interests
(54)(45)
Total comprehensive income attributable to OpenText
$79,531 $64,435 
______________________________
(1)Net of tax expense (recovery) of $236 and ($664) for the three months ended September 30, 2024 and 2023, respectively.
(2)Net of tax expense (recovery) of $94 and $3 for the three months ended September 30, 2024 and 2023, respectively.
(3)Net of tax expense (recovery) of $207 and ($59) for the three months ended September 30, 2024 and 2023, respectively.
(4)Net of tax expense (recovery) of ($43) and $19 for the three months ended September 30, 2024 and 2023, respectively.
(5)Net of tax expense (recovery) of $92 and $75 for the three months ended September 30, 2024 and 2023, respectively.

7


OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars and shares)
(unaudited)

Three Months Ended September 30, 2024
Common Shares and Additional Paid in CapitalTreasury StockRetained
Earnings		Accumulated  Other
Comprehensive
Income		Non-Controlling InterestsTotal
SharesAmountSharesAmount
Balance as of June 30, 2024267,801 $2,271,886 (3,136)$(123,268)$2,119,159 $(69,619)$1,523 $4,199,681 
Issuance of Common Shares
Under employee stock option plans5 141 — — — — — 141 
Under employee stock purchase plans389 9,863 — — — — — 9,863 
Share-based compensation— 29,446 — — — — — 29,446 
Purchase of treasury stock— — (824)(25,010)— — — (25,010)
Issuance of treasury stock— (1,930)60 2,632 (702)— — — 
Repurchase of Common Shares(2,649)(19,215)— — (67,266)— — (86,481)
Dividends declared
($0.2625 per Common Share)
— — — — (70,338)— — (70,338)
Other comprehensive income (loss) - net— — — — — (4,837)— (4,837)
Net income for the period— — — — 84,368 — 54 84,422 
Balance as of September 30, 2024265,546 $2,290,191 (3,900)$(145,646)$2,065,221 $(74,456)$1,577 $4,136,887 

Three Months Ended September 30, 2023
Common Shares and Additional Paid in CapitalTreasury StockRetained
Earnings		Accumulated  Other
Comprehensive
Income		Non-Controlling InterestsTotal
SharesAmountSharesAmount
Balance as of June 30, 2023270,903 $2,176,947 (3,536)$(151,597)$2,048,984 $(53,559)$1,329 $4,022,104 
Issuance of Common Shares
Under employee stock option plans85 2,892 — — — — — 2,892 
Under employee stock purchase plans240 8,641 — — — — — 8,641 
Share-based compensation— 37,004 — — — — — 37,004 
Purchase of treasury stock— — (1,400)(53,085)— — — (53,085)
Issuance of treasury stock— (8,563)183 8,563 — — — — 
Dividends declared
($0.25 per Common Share)
— — — — (67,778)— — (67,778)
Other comprehensive income (loss) - net— — — — — (16,466)— (16,466)
Net income for the period— — — — 80,901 — 45 80,946 
Balance as of September 30, 2023271,228 $2,216,921 (4,753)$(196,119)$2,062,107 $(70,025)$1,374 $4,014,258 
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OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)
Three Months Ended September 30,
 20242023
Cash flows from operating activities:
Net income
$84,422 $80,946 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets160,919 231,107 
Share-based compensation expense29,558 37,095 
Pension expense3,463 3,171 
Amortization of debt discount and issuance costs
5,296 5,496 
Write-off of right of use assets— 4,715 
Loss on sale and write down of property and equipment, net2 458 
Deferred taxes(42,150)(88,630)
Share in net (income) loss of equity investees
(455)9,696 
Changes in financial instruments24,935 (17,895)
Changes in operating assets and liabilities:
Accounts receivable57,607 31,304 
Contract assets(33,849)(22,566)
Prepaid expenses and other current assets22,151 19,326 
Income taxes(193,509)29,597 
Accounts payable and accrued liabilities(107,520)(124,214)
Deferred revenue(76,531)(150,476)
Other assets(4,742)4,104 
Operating lease assets and liabilities, net(7,403)(6,113)
Net cash provided by (used in) operating activities
(77,806)47,121 
Cash flows from investing activities:
Additions of property and equipment(39,316)(37,539)
Purchase of Micro Focus, net of cash acquired— (9,272)
Proceeds from net investment hedge derivative contracts
2,519 1,966 
Other investing activities357 (5,554)
Net cash used in investing activities
(36,440)(50,399)
Cash flows from financing activities:
Proceeds from issuance of Common Shares from exercise of stock options and ESPP9,449 11,453 
Repayment of long-term debt and Revolver(8,963)(186,463)
Net change in transition services agreement obligation(4,295)— 
Debt issuance costs— (1,961)
Repurchase of Common Shares(87,403)— 
Purchase of treasury stock(25,000)(53,085)
Payments of dividends to shareholders(69,061)(66,965)
Net cash used in financing activities
(185,273)(297,021)
Foreign exchange gain (loss) on cash held in foreign currencies
19,136 (11,503)
Decrease in cash, cash equivalents and restricted cash during the period
(280,383)(311,802)
Cash, cash equivalents and restricted cash at beginning of the period1,282,793 1,233,952 
Cash, cash equivalents and restricted cash at end of the period$1,002,410 $922,150 

9


OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)

Reconciliation of cash, cash equivalents and restricted cash:September 30, 2024September 30, 2023
Cash and cash equivalents$1,000,219 $919,850 
Restricted cash (1)
2,191 2,300 
Total cash, cash equivalents and restricted cash$1,002,410 $922,150 
(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets.
10


Notes
(1)    All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.
(2)    Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its condensed consolidated financial statements, all of which should be considered when evaluating the Company's results.
The Company uses these Non-GAAP financial measures to supplement the information provided in its condensed consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.
Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense.
Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income (loss), attributable to OpenText, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue.
The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP.
The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s “Special charges (recoveries)” caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends.
In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to F'25 targets and F’27 aspirations, including A-EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.
The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. The Micro Focus Acquisition significantly impacts period-over-period comparability.
11


Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the three months ended September 30, 2024
(In thousands, except for per share data)
 Three Months Ended September 30, 2024
 
GAAP-based Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$175,257 $(2,186)(1)$173,071 
Customer support62,574 (1,342)(1)61,232 
Professional service and other66,915 (1,314)(1)65,601 
Amortization of acquired technology-based intangible assets47,244 (47,244)(2)— 
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)910,358 71.7%52,086 (3)962,444 75.8%
Operating expenses
Research and development190,693 (8,167)(1)182,526 
Sales and marketing245,882 (9,315)(1)236,567 
General and administrative106,730 (7,234)(1)99,496 
Amortization of acquired customer-based intangible assets81,504 (81,504)(2)— 
Special charges (recoveries)47,136 (47,136)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
206,242 205,442 (5)411,684 
Other income (expense), net(35,655)35,655 (6)— 
Provision for income taxes
1,883 76,693 (7)78,576 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
84,368 164,404 (8)248,772 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$0.32 $0.61 (8)$0.93 

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)    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.
12


(7)Adjustment relates to differences between the GAAP-based tax provision rate of approximately 2% and a Non-GAAP-based tax rate of approximately 24% ; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)Reconciliation of GAAP-based income to Non-GAAP-based net income:
Three Months Ended September 30, 2024
Per share diluted
GAAP-based net income, attributable to OpenText
$84,368 $0.32 
Add (deduct):
Amortization128,748 0.47 
Share-based compensation29,558 0.11 
Special charges (recoveries)47,136 0.18 
Other (income) expense, net35,655 0.13 
GAAP-based provision for income taxes
1,883 0.01 
Non-GAAP-based provision for income taxes
(78,576)(0.29)
Non-GAAP-based net income, attributable to OpenText
$248,772 $0.93 
Reconciliation of Adjusted EBITDA
Three Months Ended September 30, 2024
GAAP-based net income, attributable to OpenText
$84,368
Add:
Provision for income taxes
1,883
Interest and other related expense, net84,282
Amortization of acquired technology-based intangible assets47,244
Amortization of acquired customer-based intangible assets81,504
Depreciation32,171
Share-based compensation29,558
Special charges (recoveries)47,136
Other (income) expense, net35,655
Adjusted EBITDA$443,801
GAAP-based net income margin
6.6 %
Adjusted EBITDA margin35.0 %
Reconciliation of Free cash flows
Three Months Ended September 30, 2024
GAAP-based cash flows provided by operating activities$(77,806)
Add:
Capital expenditures (1)
$(39,316)
Free cash flows$(117,122)
(1) Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.
13


Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the three months ended June 30, 2024
(In thousands, except for per share data)
 
Three Months Ended June 30, 2024
 
GAAP-based
Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based
Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$175,799 $(2,966)(1)$172,833 
Customer support69,706 (1,022)(1)68,684 
Professional service and other71,691 (1,202)(1)70,489 
Amortization of acquired technology-based intangible assets48,220 (48,220)(2)— 
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)987,716 72.5%53,410 (3)1,041,126 76.4%
Operating expenses
Research and development198,855 (5,312)(1)193,543 
Sales and marketing291,750 (9,278)(1)282,472 
General and administrative126,639 (6,987)(1)119,652 
Amortization of acquired customer-based intangible assets97,446 (97,446)(2)— 
Special charges (recoveries)47,784 (47,784)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
193,258 220,217 (5)413,475 
Other income (expense), net397,055 (397,055)(6)— 
Provision for income taxes
239,578 (196,036)(7)43,542 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
248,229 19,198 (8)267,427 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$0.91 $0.07 (8)$0.98 

(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.
14


(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 49% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended June 30, 2024
Per share diluted
GAAP-based net income, attributable to OpenText
$248,229 $0.91 
Add (deduct):
Amortization145,666 0.54 
Share-based compensation26,767 0.10 
Special charges (recoveries)47,784 0.18 
Other (income) expense, net(397,055)(1.47)
GAAP-based provision for income taxes
239,578 0.88 
Non-GAAP-based provision for income taxes
(43,542)(0.16)
Non-GAAP-based net income, attributable to OpenText
$267,427 $0.98 
Reconciliation of Adjusted EBITDA
Three Months Ended June 30, 2024
GAAP-based net income, attributable to OpenText
$248,229 
Add (deduct):
Provision for income taxes
239,578 
Interest and other related expense, net102,461 
Amortization of acquired technology-based intangible assets48,220 
Amortization of acquired customer-based intangible assets97,446 
Depreciation31,984 
Share-based compensation26,767 
Special charges (recoveries)47,784 
Other (income) expense, net(397,055)
Adjusted EBITDA$445,414 
GAAP-based net income margin
18.2 %
Adjusted EBITDA margin32.7 %
Reconciliation of Free cash flows
Three Months Ended June 30, 2024
GAAP-based cash flows provided by operating activities$185,220 
Add:
Capital expenditures (1)
(39,979)
Free cash flows$145,241 
(1) Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.
15


Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the three months ended September 30, 2023
(In thousands, except for per share data)
 
Three Months Ended September 30, 2023
 
GAAP-based
Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based
Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$171,412 $(2,991)(1)$168,421 
Customer support75,014 (1,058)(1)73,956 
Professional service and other79,922 (1,882)(1)78,040 
Amortization of acquired technology-based intangible assets76,824 (76,824)(2)— 
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)1,018,418 71.4 %82,755 (3)1,101,173 77.3 %
Operating expenses
Research and development226,231 (11,734)(1)214,497 
Sales and marketing280,007 (11,807)(1)268,200 
General and administrative131,211 (7,623)(1)123,588 
Amortization of acquired customer-based intangible assets120,192 (120,192)(2)— 
Special charges (recoveries)13,794 (13,794)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
212,892 247,905 (5)460,797 
Other income (expense), net20,170 (20,170)(6)— 
Provision for income taxes
10,352 34,313 (7)44,665 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
80,901 193,422 (8)274,323 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$0.30 $0.71 (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.
16


(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 11% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended September 30, 2023
Per share diluted
GAAP-based net income, attributable to OpenText
$80,901 $0.30 
Add (deduct):
Amortization197,016 0.72 
Share-based compensation37,095 0.14 
Special charges (recoveries)13,794 0.05 
Other (income) expense, net(20,170)(0.08)
GAAP-based provision for income taxes
10,352 0.04 
Non-GAAP-based provision for income taxes
(44,665)(0.16)
Non-GAAP-based net income, attributable to OpenText
$274,323 $1.01 
Reconciliation of Adjusted EBITDA
Three Months Ended September 30, 2023
GAAP-based net income, attributable to OpenText
$80,901 
Add (deduct):
Provision for income taxes
10,352 
Interest and other related expense, net141,764 
Amortization of acquired technology-based intangible assets76,824 
Amortization of acquired customer-based intangible assets120,192 
Depreciation34,091 
Share-based compensation37,095 
Special charges (recoveries)13,794 
Other (income) expense, net(20,170)
Adjusted EBITDA$494,843 
GAAP-based net income margin
5.7 %
Adjusted EBITDA margin34.7 %

17


Reconciliation of Free cash flows
Three Months Ended September 30, 2023
GAAP-based cash flows provided by operating activities$47,121 
Add:
Capital expenditures (1)
(37,539)
Free cash flows$9,582 
(1) Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.


(3)    The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three months ended September 30, 2024 and 2023:
 Three Months Ended September 30, 2024Three Months Ended September 30, 2023
Currencies% of Revenue
% of Expenses(1)
% of Revenue
% of Expenses(1)
EURO22 %12 %21 %11 %
GBP5 %6 %5 %8 %
CAD3 %10 %3 %10 %
USD59 %49 %60 %50 %
Other11 %23 %11 %21 %
Total100 %100 %100 %100 %
(1) Expenses include all cost of revenues and operating expenses included within the Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges (recoveries).
18
v3.24.3
Cover Document
Oct. 31, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 31, 2024
Entity Registrant Name Open Text Corp
Entity Incorporation, State or Country Code Z4
Entity File Number 0-27544
Entity Tax Identification Number 98-0154400
Entity Central Index Key 0001002638
Amendment Flag false
Entity Address, Address Line One 275 Frank Tompa Drive
Entity Address, City or Town Waterloo
Entity Address, State or Province ON
Entity Address, Country CA
Entity Address, Postal Zip Code N2L 0A1
City Area Code 519
Local Phone Number 888-7111
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock without par value
Trading Symbol OTEX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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