OpenText Reports Fourth Quarter and Fiscal Year 2025 Financial Results

PR Newswire


$1.86B

of Cloud Revenues, 2.0% Y/Y growth

Announces 5% increase of dividend

New $300 million share repurchase program



Fiscal 2025 Annual Highlights Y/Y (in millions)

(1)



Total
Revenues


Cloud
Revenues


Profitability


EPS


Cash Flows


Net Income


A-EBITDA


GAAP


Non-GAAP


Operating


Free Cash
Flows

$5,168

$1,856

$436

$1,784

$1.65

$3.82

$831

$687

-10.4% Y/Y

2.0% Y/Y

8.4% margin

34.5% margin

-3.5% Y/Y

-8.4% Y/Y

-14.2% Y/Y

-15.0% Y/Y

 

“OpenText had a strong Q4 and our cloud business is accelerating. Cloud bookings growth surged to 32%, driven by demand for our new AI-driven Titanium X platform. For the full Fiscal 2025, we delivered 13% total cloud RPO growth, 2.0% cloud revenue growth, an overall Adj EBITDA margin of 34.5% and record capital return of $683 million to our shareholders,” said Mark J. Barrenechea, OpenText CEO & CTO. “Further, in Fiscal 2025, we were focused on completing our large divestiture and excluding that divestiture, total growth was a negative 3%. We are excited about the new fiscal year ahead and the growth opportunities of AI, Cloud and Security which are driving our full-year Fiscal 2026 outlook of 3% to 4% cloud revenue growth and 1% to 2% total revenue growth.”

Mark J. Barrenechea, OpenText CEO & CTO  

“Our fourth quarter performance demonstrated operational discipline and excellence, reinforcing OpenText’s ability to drive sustained margin and free cash flow growth,” said Chadwick Westlake, OpenText EVP, CFO. “I remain confident in OpenText’s ability to reinvest strategically in out-performing products and building long-term shareholder value. It’s been a privilege to serve at OpenText—an extraordinary Canadian company.”

Chadwick Westlake, OpenText EVP, CFO  

 


WATERLOO, ON
, Aug. 7, 2025 /PRNewswire/ — Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the fourth quarter and year ended June 30, 2025.


Fiscal Year Financial Highlights Y/Y

  • Total revenues: $5.168 billion, -10.4% Y/Y or -3.0% when adjusted for AMC
  • Annual Recurring Revenues (ARR): $4.191 billion, -7.6% Y/Y
  • Cloud revenues: $1.856 billion, +2.0% Y/Y
  • Enterprise cloud bookings(2): $773 million, +10.1% Y/Y
  • Operating cash flows: $831 million and free cash flows(3) were $687 million
  • GAAP-based net income: $436 million, -6.3% Y/Y, margin of 8.4%
  • Adjusted EBITDA(3) of $1.784 billion, margin of 34.5% while making key investments in cloud, security and AI
  • Record capital returns of $683 million including $272 million via dividends and $411 million of share repurchases
  • Diluted earnings per share (EPS): GAAP $1.65, Non-GAAP(3) of $3.82
  • 5% increase of dividend per share in Fiscal 2026, with declared quarterly dividend of $0.2750 per share


Fiscal 2025 Fourth Quarter Highlights (in millions)(1)


Total
Revenues


Cloud
Revenues


Profitability


EPS


Cash Flows


Net Income


A-EBITDA


GAAP


Non-GAAP


Operating


Free Cash
Flows

$1,311

$475

$29

$444

$0.11

$0.97

$158

$124

-3.8% Y/Y

+2.1% Y/Y

2.2% margin

33.9% margin

-87.9% Y/Y

-1.0% Y/Y

-14.6% Y/Y

-14.6% Y/Y

  • Total revenues: $1.311 billion, -3.8% Y/Y or -0.7% when adjusted for the AMC divestiture
  • Annual recurring revenues (ARR): $1.055 billion, -3.5% Y/Y or -0.8% when adjusted for the AMC divestiture
  • Cloud revenues: $475 million, +2.1% Y/Y, 18 consecutive quarters of cloud organic growth
  • Quarterly enterprise cloud bookings(2): $238 million, 32.3% Y/Y
  • Cash flows: Operating $158 million and free cash flows(3)$124 million
  • Net income: GAAP $29 million, -88.4% Y/Y, Non-GAAP(3)$250 million, -6.6% Y/Y
  • Adjusted EBITDA(3) of $444 million, margin of 33.9%
  • Diluted earnings per share (EPS): GAAP $0.11, Non-GAAP(3)$0.97
  • Repurchased $145 million of common shares for cancellation


(1)

Numbers represented are in millions of US dollars, except for per share or percentage metrics.


(2)

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 customers.


(3)

Please see Note 2 “Use of Non-GAAP Financial Measures” to the consolidated financial statements below.

 



Summary of Annual Results


(In millions, except per share data)


FY’25


FY’24


$ Change 


% Change 


FY’25
 
in CC*


% Change
in CC*


Revenues:

Cloud services and subscriptions

$1,856.5

$1,820.5

$36.0

2.0 %

$1,857.9

2.1 %

Customer support

2,334.0

2,713.3

($379.3)

(14.0) %

2,336.9

(13.9) %


Total annual recurring revenues**


$4,190.5


$4,533.8


($343.3)


(7.6) %


$4,194.8


(7.5) %

License

625.6

834.2

($208.5)

(25.0) %

625.2

(25.1) %

Professional service and other

352.3

401.6

($49.3)

(12.3) %

351.2

(12.5) %


Total revenues


$5,168.4


$5,769.6


($601.2)


(10.4) %


$5,171.2


(10.4) %

GAAP-based operating income

$892.7

$887.1

$5.6

0.6 %

N/A

N/A

Non-GAAP-based operating income (1)

$1,654.1

$1,838.8

($184.7)

(10.0) %

$1,639.1

(10.9) %

GAAP-based net income attributable to OpenText

$435.9

$465.1

($29.2)

(6.3) %

N/A

N/A

GAAP-based EPS, diluted

$1.65

$1.71

($0.06)

(3.5) %

N/A

N/A

Non-GAAP-based EPS, diluted (1)(2)

$3.82

$4.17

($0.35)

(8.4) %

$3.78

(9.4) %

Adjusted EBITDA (1)

$1,784.5

$1,970.2

($185.7)

(9.4) %

$1,769.1

(10.2) %

Operating cash flows

$830.6

$967.7

($137.1)

(14.2) %

N/A

N/A

Free cash flows (1)

$687.4

$808.4

($121.0)

(15.0) %

N/A

N/A



Summary of Quarterly Results


(In millions, except per share data)


Q4 FY’25


Q4 FY’24


$ Change 


% Change 


Q4 FY’25
 
in CC*


% Change
in CC*


Revenues:

Cloud services and subscriptions

$474.5

$464.9

$9.6

2.1 %

$471.3

1.4 %

Customer support

580.6

628.4

($47.8)

(7.6) %

575.5

(8.4) %


Total annual recurring revenues**


$1,055.1


$1,093.3


($38.2)


(3.5) %


$1,046.8


(4.3) %

License

172.5

171.5

$1.0

0.6 %

169.9

(0.9) %

Professional service and other

82.9

97.3

($14.4)

(14.8) %

81.2

(16.5) %


Total revenues


$1,310.5


$1,362.1


($51.6)


(3.8) %


$1,298.0


(4.7) %

GAAP-based operating income

$181.6

$193.3

($11.7)

(6.1) %

N/A

N/A

Non-GAAP-based operating income (1)

$409.9

$413.5

($3.5)

(0.9) %

$398.4

(3.6) %

GAAP-based net income attributable to OpenText

$28.8

$248.2

($219.4)

(88.4) %

N/A

N/A

GAAP-based EPS, diluted

$0.11

$0.91

($0.80)

(87.9) %

N/A

N/A

Non-GAAP-based EPS, diluted (1)(2)

$0.97

$0.98

($0.01)

(1.0) %

$0.94

(4.1) %

Adjusted EBITDA (1)

$443.9

$445.4

($1.5)

(0.3) %

$432.3

(2.9) %

Operating cash flows

$158.2

$185.2

($27.0)

(14.6) %

N/A

N/A

Free cash flows (1)

$124.0

$145.2

($21.3)

(14.6) %

N/A

N/A


(1)

Please see Note 2 “Use of Non-GAAP Financial Measures” to the 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

OpenText announced it is raising its dividend by 5% per share, payable quarterly. As part of the quarterly, non-cumulative cash dividend program, the Board declared on August 6, 2025, a cash dividend of $0.2750 per common share. The record date for this dividend is September 5, 2025 and the payment date is September 19, 2025. 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.


Share Repurchase Plan/Normal Course Issuer Bid

OpenText also announced today the renewal of its share repurchase plan pursuant to which it intends to purchase for cancellation in open market transactions, from time to time over the next 12 months, if considered advisable, up to an aggregate of US$300 million of its common shares (Common Shares) on the Toronto Stock Exchange (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, 2025 and will expire on August 11, 2026 (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, 2025 until August 11, 2026 (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 24,906,456, representing 10% of the Company’s public float (calculated in accordance with TSX rules based on the 254,316,690 Common Shares issued and outstanding as of July 31, 2025), and the maximum number of Common Shares that may be purchased on a single day is 224,146 Common Shares, which is 25% of 896,585 (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, 2025), 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, 2025. 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, 2026; 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 7, 2024, and which expired on August 6, 2025, the Company was authorized to repurchase up to 21,179,064 Common Shares, subject to an initial maximum aggregate value of US$300 million (which was increased by US$150 million to US$450 million on March 13, 2025). From August 7, 2024 to July 31, 2025, the Company purchased for cancellation 15,344,187 Common Shares, through the facilities of the TSX or by such other permitted means, for a total of approximately US$435 million at a volume weighted average purchase price of US$28.35 per Common Share. Separately, in connection with the settlement of awards under the long-term incentive plans, during Fiscal 2025, the Company repurchased 4,322,445 Common Shares on the open market at a total cost of approximately US$126 million at a volume weighted average price of US$29.03 per Common Share. As part of its previous normal course issuer bid, the Company entered into an ASPP with its broker on March 13, 2025, which expired on August 6, 2025.


Quarterly Business Highlights

  • Key customer wins in the quarter include: Atos International, Autostrade per l’Italia, Bayer, BMO, Delta Galil, Groupe Clarins, HARGASSNER Ges mbH, Koc Sistem, PriMed Management Consulting Services, Principle Imaging, Rightmove Group, Skagit Regional Health, SKF, Texas Commission on Law Enforcement, The National Bank for Foreign Economic Activity of the Republic of Uzbekistan
  • OpenText and TELUS partner to deliver Canadian sovereign AI-powered solutions for government and business
  • OpenText appoints Kristen Ludgate to its board of directors
  • OpenText received the 2025 SAP Pinnacle Award in the Partner Solution Success category, recognizing excellence in delivering customer value through SAP-integrated solutions
  • OpenText showcased its end-to-end cybersecurity innovations at the RSA Conference 2025, including AI-powered threat detection and secure information management, underscoring its commitment to cyber resilience



Summary of Quarterly Results


Q4 FY’25


Q3 FY’25


Q4 FY’24


% Change 


(Q4 FY’25 vs
Q3 FY’25)


% Change


(Q4 FY’25 vs
Q4 FY’24)

Revenue (millions)

$1,311

$1,254

$1,362

4.5 %

(3.8) %

GAAP-based gross margin

72.3 %

71.6 %

72.5 %

70

bps

(20)

bps

Non-GAAP-based gross margin (1)

76.2 %

75.7 %

76.4 %

50

bps

(30)

bps

GAAP-based EPS, diluted

$0.11

$0.35

$0.91

(68.6) %

(87.9) %

Non-GAAP-based EPS, diluted (1)(2)

$0.97

$0.82

$0.98

18.3 %

(1.0) %


(1)

Please see Note 2 “Use of Non-GAAP Financial Measures” to the 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.


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 tomorrow on Friday, August 8, 2025 at 8:30 a.m. ET (5:30 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.

Copyright ©2025 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

OTEX-F


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 https://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 returning to growth, strategic capital allocation, delivering sustained margin and free cash flow growth, reinvestment in out-performing products, and generating returns for investors; expected performance in Fiscal 2026, including competitive position of and innovation to certain products and ability to build long-term shareholder value; customer benefits from products; A-EBITDA expansion; executing the Company’s capital allocation strategy, including expected return to shareholders; execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings, associated benefits thereof and potential adjustments of amounts thereto; projected outlook, estimates and business model; future acquisitions or divestitures and associated strategy; future revenues, operating expenses, margins, RPO, cRPO, free cash flows, earnings, interest expense and capital expenditures; net leverage and savings estimates and timing thereof; market share of our products; innovation road map; intention to increase our dividend, including any estimated annualized dividend; expected size and timing of the Repurchase Plan, including execution thereof; future tax rates; renewal rates; new platform and product offerings, including reinvestment therein and associated benefits to customers; 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 and estimates, 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 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.


OPEN TEXT CORPORATION


CONSOLIDATED BALANCE SHEETS 


(In thousands of U.S. dollars, except share data)


June 30, 2025


June 30, 2024


ASSETS

Cash and cash equivalents

$             1,156,496

$             1,280,662

Accounts receivable trade, net of allowance for credit losses of $14,258 as of June 30, 2025 and $12,108 as of June 30, 2024

659,675

626,189

Contract assets

77,920

66,450

Income taxes recoverable

108,792

61,113

Prepaid expenses and other current assets

198,575

242,911

Total current assets

2,201,458

2,277,325

Property and equipment

375,252

367,740

Operating lease right of use assets

197,977

219,774

Long-term contract assets

49,293

38,684

Goodwill

7,517,463

7,488,367

Acquired intangible assets

1,976,591

2,486,264

Deferred tax assets

1,080,575

932,657

Other assets

307,693

298,281

Long-term income taxes recoverable

67,762

96,615


Total assets

$          13,774,064

$          14,205,707


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$             1,026,583

$                931,116

Current portion of long-term debt

35,850

35,850

Operating lease liabilities

75,914

76,446

Deferred revenues

1,515,382

1,521,416

Income taxes payable

93,325

235,666

Total current liabilities

2,747,054

2,800,494

Long-term liabilities:

Accrued liabilities

42,312

46,483

Pension liability, net

132,215

127,255

Long-term debt

6,342,071

6,356,943

Long-term operating lease liabilities

189,949

218,174

Long-term deferred revenues

168,757

162,401

Long-term income taxes payable

79,604

145,644

Deferred tax liabilities

141,514

148,632

Total long-term liabilities

7,096,422

7,205,532

Shareholders’ equity:

Share capital and additional paid-in capital

254,784,391 and 267,800,517 Common Shares issued and outstanding at June 30, 2025 and June 30, 2024, respectively; authorized Common Shares: unlimited

2,193,985

2,271,886

Accumulated other comprehensive income (loss)

(67,067)

(69,619)

Retained earnings

1,940,113

2,119,159

Treasury stock, at cost (4,648,036 and 3,135,980 shares at June 30, 2025 and June 30, 2024, respectively)

(138,164)

(123,268)

Total OpenText shareholders’ equity

3,928,867

4,198,158

Non-controlling interests

1,721

1,523

Total shareholders’ equity

3,930,588

4,199,681


Total liabilities and shareholders’ equity

$          13,774,064

$          14,205,707

 


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,


2025


2024

Revenues:

Cloud services and subscriptions

$                474,530

$                464,891

Customer support

580,573

628,381

License

172,515

171,535

Professional service and other

82,919

97,342

Total revenues

1,310,537

1,362,149

Cost of revenues:

Cloud services and subscriptions

176,198

175,799

Customer support

63,347

69,706

License

11,442

9,017

Professional service and other

64,717

71,691

Amortization of acquired technology-based intangible assets

47,134

48,220

Total cost of revenues

362,838

374,433

Gross profit

947,699

987,716

Operating expenses:

Research and development

187,183

198,855

Sales and marketing

279,584

291,750

General and administrative

106,007

126,639

Depreciation

34,049

31,984

Amortization of acquired customer-based intangible assets

79,656

97,446

Special charges (recoveries)

79,662

47,784

Total operating expenses

766,141

794,458

Income from operations

181,558

193,258

Other income (expense), net

(89,169)

397,055

Interest and other related expense, net

(81,118)

(102,461)

Income before income taxes

11,271

487,852

Provision for (recovery of) income taxes

(17,613)

239,578

Net income for the period

$                  28,884

$                248,274

Net (income) attributable to non-controlling interests

(51)

(45)

Net income attributable to OpenText

$                  28,833

$                248,229

Earnings per share—basic attributable to OpenText

$                       0.11

$                       0.92

Earnings per share—diluted attributable to OpenText

$                       0.11

$                       0.91

Weighted average number of Common Shares outstanding—basic (in ‘000’s)

257,680

271,178

Weighted average number of Common Shares outstanding—diluted (in ‘000’s)

257,711

271,724

 


OPEN TEXT CORPORATION


CONSOLIDATED STATEMENTS OF INCOME


(In thousands of U.S. dollars, except share and per share data)


Year Ended June 30,


2025


2024


2023

Revenues:

Cloud services and subscriptions

$        1,856,474

$        1,820,524

$        1,700,433

Customer support

2,334,037

2,713,297

1,915,020

License

625,614

834,162

539,026

Professional service and other

352,280

401,594

330,501

Total revenues

5,168,405

5,769,577

4,484,980

Cost of revenues:

Cloud services and subscriptions

697,929

713,759

590,165

Customer support

250,310

292,733

209,705

License

31,939

25,608

16,645

Professional service and other

265,160

302,527

276,888

Amortization of acquired technology-based intangible assets

188,780

243,922

223,184

Total cost of revenues

1,434,118

1,578,549

1,316,587

Gross profit

3,734,287

4,191,028

3,168,393

Operating expenses:

Research and development

755,936

864,463

659,214

Sales and marketing

1,059,497

1,163,134

969,971

General and administrative

427,811

577,038

419,590

Depreciation

130,573

131,599

107,761

Amortization of acquired customer-based intangible assets

321,891

432,404

326,406

Special charges (recoveries)

145,890

135,305

169,159

Total operating expenses

2,841,598

3,303,943

2,652,101

Income from operations

892,689

887,085

516,292

Other income (expense), net

(82,787)

358,391

34,469

Interest and other related expense, net

(327,831)

(516,180)

(329,428)

Income before income taxes

482,071

729,296

221,333

Provision for income taxes

46,005

264,012

70,767

Net income

$           436,066

$           465,284

$           150,566

Net (income) attributable to non-controlling interests

(198)

(194)

(187)

Net income attributable to OpenText

$           435,868

$           465,090

$           150,379

Earnings per share—basic attributable to OpenText

$                  1.66

$                  1.71

$                  0.56

Earnings per share—diluted attributable to OpenText

$                  1.65

$                  1.71

$                  0.56

Weighted average number of Common Shares outstanding—basic

(in ‘000’s)

263,274

271,548

270,299

Weighted average number of Common Shares outstanding—diluted

(in ‘000’s)

263,650

272,588

270,451

 


OPEN TEXT CORPORATION


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 


(In thousands of U.S. dollars)


Year Ended June 30,


2025


2024


2023

Net income for the period

$          436,066

$          465,284

$          150,566

Other comprehensive income (loss)—net of tax:

Net foreign currency translation adjustments

(3,548)

(15,646)

(40,798)

Unrealized gain (loss) on cash flow hedges:

Unrealized gain (loss)—net of tax (1)

(403)

(2,697)

(941)

(Gain) loss reclassified into net income—net of tax (2)

2,531

965

2,721

Unrealized gain (loss) on available-for-sale financial assets:

Unrealized gain (loss)—net of tax (3)

1,131

228

(602)

Actuarial gain (loss) relating to defined benefit pension plans:

Actuarial gain (loss)—net of tax (4)

1,876

640

(6,605)

Amortization of actuarial (gain) loss into net income—net of tax (5)

965

450

325

Total other comprehensive income (loss) net

2,552

(16,060)

(45,900)

Total comprehensive income

438,618

449,224

104,666

Comprehensive income attributable to noncontrolling interests

(198)

(194)

(187)

Total comprehensive income attributable to OpenText

$          438,420

$          449,030

$          104,479


______________________________

(1)

Net of tax expense (recovery) of $(145), $(972) and $(339) for the year ended June 30, 2025, 2024 and 2023, respectively.

(2)

Net of tax expense (recovery) of $912, $347 and $981 for the year ended June 30, 2025, 2024 and 2023, respectively.

(3)

Net of tax expense (recovery) of $345, $112 and $(159) for the year ended June 30, 2025, 2024 and 2023, respectively.

(4)

Net of tax expense (recovery) of $1,686, $765 and $(1,961) for the year ended June 30, 2025, 2024 and 2023, respectively.

(5)

Net of tax expense (recovery) of $341, $193 and $143 for the year ended June 30, 2025, 2024 and 2023, 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, 2022


269,523


$  2,038,674


(3,706)


$  (159,966)


$  2,160,069


$          (7,659)


$      1,142


$  4,032,260

Issuance of Common Shares

Under employee stock option plans

245

7,830

7,830

Under employee stock purchase plans

1,135

31,679

31,679

Share-based compensation

130,119

130,119

Purchase of treasury stock

(521)

(21,919)

(21,919)

Issuance of treasury stock

(31,355)

691

30,288

(1,067)

Repurchase of Common Shares

Dividends declared

($0.972 per Common Share)

(261,464)

(261,464)

Other comprehensive loss – net

(45,900)

(45,900)

Net income

150,379

187

150,566


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 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 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

 


OPEN TEXT CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS 


(In thousands of U.S. dollars)


(unaudited)


Three Months Ended June 30,


2025


2024

Cash flows from operating activities:

Net income for the period

$                    28,884

$                  248,274

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of intangible assets

160,839

177,650

Share-based compensation expense

21,921

26,767

Pension expense

4,399

4,302

Amortization of debt discount and issuance costs

5,643

5,670

Write-off of right of use assets

7,374

4,815

Loss on extinguishment of debt

45,590

Gain (adjustments to gain) on AMC Divestiture

(429,102)

Loss on sale and write down of property and equipment, net

2,450

1,995

Deferred taxes

(46,845)

106,903

Share in net (income) loss of equity investees

3,407

(819)

Changes in derivative instruments

55,064

(6,667)

Changes in operating assets and liabilities:

Accounts receivable

(31,812)

57,075

Contract assets

(39,810)

(23,917)

Prepaid expenses and other current assets

5,309

(33,112)

Income taxes

(62,532)

36,421

Accounts payable and accrued liabilities

58,296

7,000

Deferred revenue

(7,395)

(57,312)

Other assets

(7,682)

18,981

Operating lease assets and liabilities, net

681

(5,294)

Net cash provided by operating activities

158,191

185,220

Cash flows from investing activities:

Additions of property and equipment

(34,225)

(39,979)

Proceeds (adjustments to proceeds) from AMC Divestiture

2,229,187

Other investing activities

140

(9,291)

Net cash provided by (used in) investing activities

(34,085)

2,179,917

Cash flows from financing activities:

Proceeds from issuance of Common Shares from exercise of stock options and ESPP

9,447

9,887

Repayment of long-term debt and Revolver

(8,963)

(2,008,963)

Debt issuance costs

(1,041)

Net change in transition services agreement obligation

(1)

15,278

Repurchase of Common Shares

(145,287)

(150,017)

Purchase of treasury stock

(60,490)

Payments of dividends to shareholders

(66,188)

(66,690)

Other financing activities

(2,428)

Net cash used in financing activities

(273,910)

(2,201,546)

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

28,016

(8,281)

Increase (decrease) in cash, cash equivalents and restricted cash during the period

(121,788)

155,310

Cash, cash equivalents and restricted cash at beginning of the period

1,279,894

1,127,483

Cash, cash equivalents and restricted cash at end of the period

$               1,158,106

$               1,282,793

 


OPEN TEXT CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS 


(In thousands of U.S. dollars)


Reconciliation of cash, cash equivalents and restricted cash:


June 30, 2025


June 30, 2024

Cash and cash equivalents

$               1,156,496

$               1,280,662

Restricted cash (1)

1,610

2,131

Total cash, cash equivalents and restricted cash

$               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.

 


OPEN TEXT CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS 


(In thousands of U.S. dollars)


Year Ended June 30,


2025


2024


2023

Cash flows from operating activities:

Net income for the period

$             436,066

$             465,284

$             150,566

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of intangible assets

641,244

807,925

657,351

Share-based compensation expense

104,840

140,079

130,302

Pension expense

14,593

13,881

9,207

Amortization of debt discount and issuance costs

21,977

25,257

16,753

Write-off of right of use assets

8,805

20,056

9,626

Loss on extinguishment of debt

56,393

8,152

Gain (adjustments to gain) on AMC Divestiture

4,175

(429,102)

Loss on sale and write down of property and equipment

3,178

3,710

2,331

Deferred taxes

(138,616)

(142,271)

(149,560)

Share in net (income) loss of equity investees

(230)

18,194

23,077

Changes in derivative instruments

44,286

(3,116)

128,841

Changes in operating assets and liabilities:

Accounts receivable

80,097

108,562

168,604

Contract assets

(135,911)

(95,403)

(73,539)

Prepaid expenses and other current assets

42,486

(28,395)

(23,035)

Income taxes

(246,681)

112,097

14,948

Accounts payable and accrued liabilities

(23,012)

(65,887)

(127,092)

Deferred revenue

3,565

(42,974)

(128,395)

Other assets

(15,264)

24,849

(11,297)

Operating lease assets and liabilities, net

(14,980)

(21,448)

(27,635)

Net cash provided by operating activities

830,618

967,691

779,205

Cash flows from investing activities:

Additions of property and equipment

(143,222)

(159,295)

(123,832)

Purchase of Micro Focus, net of cash acquired

(9,272)

(5,657,963)

Proceeds (adjustments to proceeds) from AMC Divestiture

(11,686)

2,229,187

Settlement of derivative instruments

(10,380)

Realized gain on financial instruments

131,248

Proceeds from interest on derivative instruments

5,166

4,456

Other investing activities

6,614

(9,759)

(873)

Net cash provided by (used in) investing activities

(153,508)

2,055,317

(5,651,420)

Cash flows from financing activities:

Proceeds from issuance of Common Shares from exercise of stock options and ESPP

35,372

66,914

39,331

Proceeds from long-term debt and Revolver

4,927,450

Repayment of long-term debt and Revolver

(35,851)

(2,568,352)

(202,926)

Debt issuance costs

(1,066)

(3,833)

(77,899)

Net change in transition services agreement obligation

(15,278)

15,278

Repurchase of Common Shares

(413,256)

(150,017)

Purchase of treasury stock

(130,649)

(53,085)

(21,919)

Payments of dividends to shareholders

(271,523)

(267,362)

(259,549)

Other financing activities

(2,428)

(1,447)

(1,435)

Net cash provided by (used in) financing activities

(834,679)

(2,961,904)

4,403,053

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

32,882

(12,263)

7,203

Increase (decrease) in cash, cash equivalents and restricted cash during the period

(124,687)

48,841

(461,959)

Cash, cash equivalents and restricted cash at beginning of the period

1,282,793

1,233,952

1,695,911

Cash, cash equivalents and restricted cash at end of the period

$          1,158,106

$          1,282,793

$          1,233,952

 


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, 2025


June 30, 2024


June 30, 2023

Cash and cash equivalents

$        1,156,496

$        1,280,662

$        1,231,625

Restricted cash (1)

1,610

2,131

2,327

Total cash, cash equivalents and restricted cash

$        1,158,106

$        1,282,793

$        1,233,952


(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 flows 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 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. The Micro Focus Acquisition significantly impacts period-over-period comparability.



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 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 (deduct):

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 flows


Three Months Ended June 30, 2025

GAAP-based cash flows provided by operating activities

$                                                         158,191

Add:

Capital expenditures (1)

$                                                         (34,225)

Free cash flows

$                                                         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 flows


Year Ended June 30, 2025

GAAP-based cash flows provided by operating activities

$                                                         830,618

Add:

Capital expenditures (1)

(143,222)

Free cash flows

$                                                         687,396


(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, 2025



(In thousands, except for per share data)


Three Months Ended March 31, 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

$   174,186

$     (1,846)

(1)

$   172,340

Customer support

61,733

(812)

(1)

60,921

Professional service and other

65,487

(922)

(1)

64,565

Amortization of acquired technology-based intangible assets

47,199

(47,199)

(2)


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

898,254

71.6 %

50,779

(3)

949,033

75.7 %


Operating expenses

Research and development

197,333

(4,737)

(1)

192,596

Sales and marketing

260,102

(6,842)

(1)

253,260

General and administrative

115,718

(7,841)

(1)

107,877

Amortization of acquired customer-based intangible assets

79,683

(79,683)

(2)

Special charges (recoveries)

3,854

(3,854)

(4)


GAAP-based income from operations / Non-GAAP-based income from operations

209,090

153,736

(5)

362,826

Other income (expense), net

(26,578)

26,578

(6)

Provision for income taxes

10,842

57,320

(7)

68,162


GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

92,805

122,994

(8)

215,799


GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$         0.35

$         0.47

(8)

$         0.82

(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:

 


Three Months Ended March 31, 2025


Per share diluted

GAAP-based net income, attributable to OpenText

$                     92,805

$                          0.35

Add (deduct):

Amortization

126,882

0.49

Share-based compensation

23,000

0.09

Special charges (recoveries)

3,854

0.01

Other (income) expense, net

26,578

0.10

GAAP-based provision for income taxes

10,842

0.04

Non-GAAP-based provision for income taxes

(68,162)

(0.26)

Non-GAAP-based net income, attributable to OpenText

$                   215,799

$                          0.82

 


Reconciliation of Adjusted EBITDA


Three Months Ended March 31, 2025

GAAP-based net income, attributable to OpenText

$                                                       92,805

Add (deduct):

Provision for income taxes

10,842

Interest and other related expense, net

78,816

Amortization of acquired technology-based intangible assets

47,199

Amortization of acquired customer-based intangible assets

79,683

Depreciation

32,474

Share-based compensation

23,000

Special charges (recoveries)

3,854

Other (income) expense, net

26,578

Adjusted EBITDA

$                                                     395,251

GAAP-based net income margin

7.4 %

Adjusted EBITDA margin

31.5 %

 


Reconciliation of Free cash flows


Three Months Ended March 31, 2025

GAAP-based cash flows provided by operating activities

$                                                         402,241

Add:

Capital expenditures (1)

(28,412)

Free cash flows

$                                                         373,829


(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, 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 support

69,706

(1,022)

(1)

68,684

Professional service and other

71,691

(1,202)

(1)

70,489

Amortization of acquired technology-based intangible assets

48,220

(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 development

198,855

(5,312)

(1)

193,543

Sales and marketing

291,750

(9,278)

(1)

282,472

General and administrative

126,639

(6,987)

(1)

119,652

Amortization of acquired customer-based intangible assets

97,446

(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), net

397,055

(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.

(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):

Amortization

145,666

0.54

Share-based compensation

26,767

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, net

102,461

Amortization of acquired technology-based intangible assets

48,220

Amortization of acquired customer-based intangible assets

97,446

Depreciation

31,984

Share-based compensation

26,767

Special charges (recoveries)

47,784

Other (income) expense, net

(397,055)

Adjusted EBITDA

$                                                     445,414

GAAP-based net income margin

18.2 %

Adjusted EBITDA margin

32.7 %

 

 


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.

 



Reconciliation of selected GAAP-based measures to Non-GAAP-based measures



for the year ended June 30, 2024



(In thousands, except for per share data)


Year 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

$   713,759

$   (12,858)

(1)

$   700,901

Customer support

292,733

(4,357)

(1)

288,376

Professional service and other

302,527

(6,298)

(1)

296,229

Amortization of acquired technology-based intangible assets

243,922

(243,922)

(2)


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

4,191,028

72.6 %

267,435

(3)

4,458,463

77.3 %


Operating expenses

Research and development

864,463

(40,612)

(1)

823,850

Sales and marketing

1,163,134

(46,572)

(1)

1,116,563

General and administrative

577,038

(29,382)

(1)

547,656

Amortization of acquired customer-based intangible assets

432,404

(432,404)

(2)

Special charges (recoveries)

135,305

(135,305)

(4)


GAAP-based income from operations / Non-GAAP-based income from operations

887,085

951,710

(5)

1,838,795

Other income (expense), net

358,391

(358,391)

(6)

Provision for income taxes

264,012

(78,845)

(7)

185,167


GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

465,090

672,164

(8)

1,137,254


GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$         1.71

$         2.46

(8)

$         4.17

(1)

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

(2)

Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)

GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of 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 36% 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:

 


Year Ended June 30, 2024


Per share diluted

GAAP-based net income, attributable to OpenText

$                   465,090

$                          1.71

Add (deduct):

Amortization

676,326

2.48

Share-based compensation

140,079

0.51

Special charges (recoveries)

135,305

0.50

Other (income) expense, net

(358,391)

(1.32)

GAAP-based provision for income taxes

264,012

0.97

Non-GAAP-based provision for income taxes

(185,167)

(0.68)

Non-GAAP-based net income, attributable to OpenText

$                1,137,254

$                          4.17

 


Reconciliation of Adjusted EBITDA


Year Ended June 30, 2024

GAAP-based net income, attributable to OpenText

$                                                     465,090

Add:

Provision for income taxes

264,012

Interest and other related expense, net

516,180

Amortization of acquired technology-based intangible assets

243,922

Amortization of acquired customer-based intangible assets

432,404

Depreciation

131,599

Share-based compensation

140,079

Special charges (recoveries)

135,305

Other (income) expense, net

(358,391)

Adjusted EBITDA

$                                                  1,970,200

GAAP-based net income margin

8.1 %

Adjusted EBITDA margin

34.1 %

 


Reconciliation of Free cash flows


Year Ended June 30, 2024

GAAP-based cash flows provided by operating activities

$                                                         967,691

Add:

Capital expenditures (1)

(159,295)

Free cash flows

$                                                         808,396


(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, 2025 and 2024:


Three Months Ended June 30, 2025


Three Months Ended June 30, 2024


Currencies


% of Revenue


% of Expenses(1)


% of Revenue


% of Expenses(1)

EURO

25 %

13 %

22 %

13 %

GBP

5 %

6 %

5 %

7 %

CAD

3 %

12 %

3 %

10 %

USD

56 %

46 %

59 %

49 %

Other

11 %

23 %

11 %

21 %

Total

100 %

100 %

100 %

100 %

 


Year Ended June 30, 2025


Year Ended June 30, 2024


Currencies


% of Revenue


% of Expenses(1)


% of Revenue


% of Expenses(1)

EURO

23 %

12 %

22 %

12 %

GBP

5 %

6 %

5 %

7 %

CAD

3 %

11 %

3 %

10 %

USD

58 %

47 %

59 %

50 %

Other

11 %

24 %

11 %

21 %

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