EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1

Logo
 
PRESS RELEASE
 
Open Text Reports Third Quarter Fiscal 2008 Financial Results

Waterloo, ON – April 29, 2008 – Open Text™ Corporation (NASDAQ:OTEX) (TSX:OTC), a leading provider of Enterprise Content Management (ECM) software, today announced unaudited financial results for its third quarter that ended March 31, 2008. (1)

Total revenue for the third quarter was $178.8 million, up 15% compared to $156.1 million for the same period in the prior fiscal year. License revenue in the third quarter was $51.5 million, up 20% compared to $43.0 million in the third quarter of the prior fiscal year.

Adjusted net income in the quarter was $25.4 million or $0.48 per share on a diluted basis, up 45% compared to $17.5 million or $0.34 per share on a diluted basis for the same period in the prior fiscal year. Net income in accordance with U.S. generally accepted accounting principles (“US GAAP”) was $7.3 million or $0.14 per share on a diluted basis, up 87% compared to $3.9 million or $0.08 per share on a diluted basis for the same period in the prior fiscal year. (2)

Operating cash flow in the third quarter of fiscal 2008 was $50 million, up 22% compared to $41 million in the third quarter of the prior fiscal year and up 28% compared to $39 million in the previous quarter.

“I am very pleased with our performance in the quarter, generating strong cash flow from operations and meeting our profitability targets,” said John Shackleton, President and CEO of Open Text.  “We are experiencing continued strength in our European sales.”
 
The cash, cash equivalents and short-term investments balance as of March 31, 2008 was $215.8 million compared to $150.0 million at June 30, 2007.  Accounts receivable as of March 31, 2008, totaled $135.7 million, compared to $128.8 million as of June 30, 2007, and Days Sales Outstanding (DSO) was 68 days at the end of the third quarter of fiscal 2008, compared to 66 days at June 30, 2007.

Please see note (2) below for a reconciliation of non-US GAAP based financial measures used in this press release, to US GAAP based financial measures.
 
"With the sucess of Hummingbird evident, we are focussing on new solutions like Enterprise Connect", said John Shackleton.  "This enables workers to utilize their business environment to access content from across the enterprise including our competitor's repositories as well as from major enterprise ERP applications such as SAP."

Teleconference Call
Open Text will host a conference call on April 29, 2008 at 5:00 p.m. ET to discuss the final financial results for its third quarter.
 
 
Date:
Tuesday, April 29, 2008
 
Time:
5:00 p.m. ET/2:00 p.m. PT
 
Length:
60 minutes
 
Where:
416-640-1907
 
Please dial-in approximately 10 minutes before the teleconference is scheduled to begin. A replay of the call will be available beginning April 29, 2008 at 7:00 p.m. ET through 11:59 p.m. on May 13, 2008 and can be accessed by dialing 416-640-1917 and using pass code 21268405 followed by the number sign.

For more information or to listen to the call via Web cast, please use the following link:
http://www.opentext.com/events/event.html?id=6712896.

 
4

 

About Open Text
Open Text™ is the world's largest independent provider of Enterprise Content Management software. The company's solutions manage information for all types of business, compliance and industry requirements in large companies, government agencies and professional service firms. Open Text supports approximately 46,000 customers in 114 countries and 12 languages. For more information about Open Text, visit www.opentext.com.

# # #
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 – This press release contains forward-looking statements, including statements about the financial conditions, and results of operations and earnings for Open Text Corporation (“Open Text” or “the Company”).  Forward-looking statements in this press release are not promises or guarantees of future performance and are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those anticipated. The Company cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The results included in this press release are unaudited and therefore are deemed to be forward-looking statements. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include, among others, the following: (i)  the future performance, financial and otherwise, of Open Text; (ii) the ability of Open Text to bring new products to market and to increase sales; (iii) the strength of the Company's product development pipeline; (iv) the Company's growth and profitability prospects; (v) the estimated size and growth prospects of the ECM market; (vi) the Company's competitive position in the ECM market and its ability to take advantage of future opportunities in this market; (vii) the benefits of the Company's products to be realized by customers; and (viii) the demand for the Company’s product and the extent of deployment of the Company's products in the ECM marketplace. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (ii) the possibility that the Company may be unable to meet its future reporting requirements under the Securities Exchange Act of 1934, as amended, and the rules promulgated there under; (iii) the risks associated with bringing new products to market; (iv) fluctuations in currency exchange rates; (v) delays in the purchasing decisions of the Company’s customers; (vi) the competition the Company faces in its industry and/or marketplace; (vii) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; (viii) the continuous commitment of the Company's customers; (ix) demand for the Company's products; and (x) other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K for the year ended June 30, 2007 and Form 10-Q for the quarter ended December 31, 2007. Forward-looking statements are based on management's beliefs and opinions at the time the statements are made, and the Company does not undertake any obligation to update forward-looking statements should circumstances or management's beliefs or opinions change.


Notes
(1) Based on comparison of historic revenue figures publicly disseminated by companies in the Enterprise Content Management (“ECM”) sector. All dollar amounts in this press release are in US Dollars unless otherwise indicated.

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

 
5

 

Reconciliation  of (unaudited) US GAAP based Net Income to Adjusted Net Income (in millions of US dollars) for the quarters ended March 31, 2008 and 2007:


   
Three months ended March 31, 2008
   
Three months ended March 31, 2007
 
GAAP based “Net Income”
  $ 7.3     $ 3.9  
Special Charges/(recovery)
    0.0       0.9  
Amortization of intangibles
    18.5       17.8  
Other (Income)/Expense
    6.8       0.1  
Share-based compensation
    1.1       1.3  
Tax Impact on Above
    (8.3 )     (6.5 )
Non-GAAP based “Adjusted Net Income”
  $ 25.4     $ 17.5  

 
Reconciliation of (unaudited) US GAAP based EPS to non-US GAAP based EPS (calculated on a diluted basis) for the quarters ended March 31 2008 and 2007:


   
Three months ended March 31, 2008
   
Three months ended March 31, 2007
 
GAAP based “Net Income”
  $ 0.14     $ 0.08  
Special Charges/(recovery)
    -       0.02  
Amortization of intangibles
    0.35       0.35  
Other (Income)/Expense
    0.13       -  
Share-based compensation
    0.02       0.03  
Tax Impact on Above
    (0.16 )     (0.14 )
Non-GAAP based “Adjusted Net Income”
  $ 0.48     $ 0.34  

 
6

 
 
For more information, please contact:

Paul McFeeters
Chief Financial Officer
Open Text Corporation
+1-905-762-6121
pmcfeeters@opentext.com

Greg Secord
Vice President, Investor Relations
Open Text Corporation
+1-519-888-7111 ext.2408
gsecord@opentext.com

 
7

 

OPEN TEXT CORPORATION
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. Dollars, except share data)
(Unaudited)
 
   
March 31,
2008
   
June 30,
2007
 
             
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 215,762     $ 149,979  
Accounts receivable trade, net of allowance for doubtful accounts of $3,629 as of March 31, 2008 and $2,089 as of June 30, 2007
    135,715       128,781  
Income taxes recoverable
    15,273       31,060  
Prepaid expenses and other current assets
    12,377       10,368  
Deferred tax assets
    31,081       30,248  
Total current assets
    410,208       350,436  
Capital assets
    41,951       43,614  
Goodwill
    567,418       528,312  
Acquired intangible assets
    300,368       343,324  
Deferred tax assets
    24,950       42,078  
Other assets
    10,691       9,524  
Long-term income taxes recoverable
    38,789       9,557  
    $ 1,394,375     $ 1,326,845  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable and accrued liabilities
  $ 94,117     $ 100,211  
Current portion of long-term debt
    3,473       4,048  
Deferred revenues
    179,273       143,097  
Income taxes payable
    3,839       33,705  
Deferred tax liabilities
    1,039       1,601  
Total current liabilities
    281,741       282,662  
Long-term liabilities:
               
Accrued liabilities
    21,120       22,516  
Long-term debt
    304,980       366,765  
Deferred revenues
    2,665       3,840  
Long-term income taxes payable
    42,661        
Deferred tax liabilities
    98,147       120,019  
Total long-term liabilities
    469,573       513,140  
Minority interest
    8,158       6,975  
Shareholders’ equity:
               
Share capital
               
51,094,919 and 50,180,118 Common Shares issued and outstanding at March 31, 2008 and June 30, 2007, respectively; Authorized Common Shares: unlimited
    437,771       426,188  
Additional paid-in capital
    38,973       35,311  
Accumulated other comprehensive income
    137,872       68,034  
Retained earnings (deficit)
    20,287       (5,465 )
Total shareholders’ equity
    634,903       524,068  
    $ 1,394,375     $ 1,326,845  

 
8

 
 
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except per share data)
(Unaudited)
 
   
Three months ended
March 31,
   
Nine months ended
March 31,
 
   
2008
   
2007
   
2008
   
2007
 
Revenues:
                       
License
  $ 51,534     $ 43,032     $ 150,952     $ 123,282  
Customer support
    91,606       79,042       268,524       205,352  
Service
    35,622       33,978       105,787       91,834  
Total revenues
    178,762       156,052       525,263       420,468  
Cost of revenues:
                               
License
    3,093       3,515       11,296       9,637  
Customer support
    14,292       12,431       41,081       32,077  
Service
    28,856       28,042       86,552       77,450  
Amortization of acquired technology-based intangible assets
    10,440       10,433       30,900       25,675  
Total cost of revenues
    56,681       54,421       169,829       144,839  
      122,081       101,631       355,434       275,629  
                                 
Operating expenses:
                               
Research and development
    27,711       21,176       77,367       57,989  
Sales and marketing
    41,586       39,069       122,219       107,765  
General and administrative
    18,268       15,947       52,233       42,640  
Depreciation
    2,909       3,626       9,645       10,525  
Amortization of acquired customer-based intangible assets
    8,077       7,396       23,006       17,147  
Special charges (recoveries)
    (14 )     878       (122 )     5,253  
Total operating expenses
    98,537       88,092       284,348       241,319  
Income from operations
    23,544       13,539       71,086       34,310  
Other income (expense)
    (6,831 )     (98 )     (12,341 )     604  
Interest income (expense), net
    (6,684 )     (7,550 )     (22,123 )     (14,670 )
Income before income taxes
    10,029       5,891       36,622       20,244  
Provision for income taxes
    2,594       1,914       10,448       6,421  
Net income before minority interest
    7,435       3,977       26,174       13,823  
Minority interest
    168       124       422       392  
Net income for the period
  $ 7,267     $ 3,853     $ 25,752     $ 13,431  
Net income per share—basic
  $ 0.14     $ 0.08     $ 0.51     $ 0.27  
Net income per share—diluted
  $ 0.14     $ 0.08     $ 0.49     $ 0.26  
Weighted average number of Common Shares outstanding—basic
    50,979       49,490       50,666       49,203  
Weighted average number of Common Shares outstanding—diluted
    52,789       51,134       52,424       50,703  

 
9

 
 
OPEN TEXT CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. Dollars)
(Unaudited)
 
   
Three months ended
March 31,
   
Nine months ended
March 31,
 
   
2008
   
2007
   
2008
   
2007
 
Cash flows from operating activities:
                       
Net income for the period
  $ 7,267     $ 3,853     $ 25,752     $ 13,431  
Adjustments to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
    21,426       21,455       63,551       53,347  
In-process research and development
                500        
Share-based compensation expense
    1,077       1,261       2,795       3,861  
Employee long-term incentive plan
    733             1,490        
Excess tax benefits from share-based compensation
    (101 )     (381 )     (867 )     (1,122 )
Undistributed earnings related to minority interest
    168       124       422       392  
Amortization of debt issuance costs
    293       274       1,004       531  
Unrealized loss on financial instrument
    2,728       364       5,579       576  
Deferred taxes
    (506 )     (14,270 )     (4,619 )     (23,194 )
Changes in operating assets and liabilities:
                               
Accounts receivable
    (14,597 )     3,550       (7,018 )     27,047  
Prepaid expenses and other current assets
    (1,811 )     (212 )     (2,008 )     682  
Income taxes
    (2,662 )     1,554       5,892       (2,259 )
Accounts payable and accrued liabilities
    (9,321 )     (4,777 )     (7,849 )     (9,690 )
Deferred revenues
    44,938       28,326       36,055       14,889  
Other assets
    176       221       686       3,916  
Net cash provided by operating activities
    49,808       41,342       121,365       82,407  
                                 
Cash flows from investing activities:
                               
Acquisitions of capital assets
    (2,028 )     (729 )     (5,414 )     (4,620 )
Additional purchase consideration for prior period acquisitions
    (12 )     (4,295 )     (451 )     (6,018 )
Purchase of Hummingbird, net of cash acquired
                      (384,761 )
Purchase of an asset group constituting a business
                (2,209 )      
Investments in marketable securities
                      (829 )
Acquisition related costs
    (3,065 )     (8,049 )     (14,907 )     (28,249 )
Net cash used in investing activities
    (5,105 )     (13,073 )     (22,981 )     (424,477 )
                                 
Cash flows from financing activities:
                               
Excess tax benefits from share-based compensation
    101       381       867       1,122  
Proceeds from issuance of Common Shares
    2,198       6,365       11,415       8,829  
Repayment of long-term debt
    (869 )     (1,071 )     (62,746 )     (2,244 )
Proceeds from long-term debt
                      390,000  
Debt issuance costs
                (349 )     (7,433 )
Net cash provided by (used in) financing activities
    1,430       5,675       (50,813 )     390,274  
Foreign exchange gain on cash held in foreign currencies
    9,920       1,338       18,212       4,125  
Increase in cash and cash equivalents during the period
    56,053       35,282       65,783       52,329  
Cash and cash equivalents at beginning of period
    159,709       124,401       149,979       107,354  
Cash and cash equivalents at end of period
  $ 215,762     $ 159,683     $ 215,762     $ 159,683  
 
 
 10