Canada | 0-27544 | 98-0154400 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
• | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
• | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
• | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
• | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit No. | Description | |
99.1 | Press Release issued by Open Text Corporation on August 9, 2012 |
OPEN TEXT CORPORATION | ||||
August 9, 2012 | By: | /s/ Paul McFeeters | ||
Paul McFeeters Chief Financial Officer and Chief Administrative Officer |
Exhibit No. | Description | |
99.1 | Press Release issued by Open Text Corporation on August 9, 2012. |
• | Total revenue for the period was $305.6 million up 7% Y/Y |
• | License revenue was $78.0 million, down 2% Y/Y |
• | GAAP-based EPS, diluted was $0.14 compared to $0.49 Y/Y; Non-GAAP-based EPS, diluted was $1.17 compared to $1.05 Y/Y up 11% Y/Y (2) |
• | GAAP-based income from operations was $39.7 million and 13.0% of revenues; Non-GAAP-based operating income was $84.8 million and 27.7% of revenues(2) |
• | Operating cash flow was $79.8 million compared to $52.0 million up 53% Y/Y, with an ending cash balance of $559.7 million. |
• | Total revenue for the period was $1,207.5 million up 17% Y/Y |
• | License revenue was $293.7 million, up 9% Y/Y |
• | GAAP-based EPS, diluted was $2.13 compared to $2.11 Y/Y; Non-GAAP-based EPS, diluted was $4.60 compared to $4.07 Y/Y up 13% Y/Y (2) |
• | GAAP-based income from operations was $149.4 million and 12.4% of revenues; Non-GAAP-based operating income was $329.9 million and 27.3% of revenues(2) |
• | Operating cash flow was $266.5 million compared to $223.2 million up 19% Y/Y. |
• | EIM expanded market opportunity |
• | EasyLink acquisition closed July 2, 2012 |
• | Announcement of OpenText Cloud |
• | Technology, services, financial and public sector saw the most demand |
• | Organizational changes complete |
• | 8 deals over $1 million and 12 deals between $500K and $1 million in the fourth quarter |
• | Customer successes in the fourth quarter include McCain Foods Limited, Capricorn Investment Holdings, Bendigo Bank of Australia, The Polytechnic University of Hong Kong, News International Limited, Mosaic, JP Morgan, U.S. Department of the Interior and the National Olympic Photo Pool. |
• | OpenText Solutions help UK national press photographers showcase visual story of the Olympics |
• | U.S. Department of the Interior deploys OpenText cloud-based ECM Solution |
Summary of Quarterly Results | |||||||
Q4 FY12 | Q3 FY12 | Q4 FY11 | % Change (Q/Q) | % Change (Y/Y) | |||
Revenue (million) | $305.6 | $292.3 | $285.5 | 4.6% | 7.0% | ||
GAAP-based gross margin | 65.8% | 63.6% | 66.7% | 220 | bps | (90) | bps |
GAAP-based operating income margin | 13.0% | 9.3% | 13.0% | 370 | bps | — | bps |
GAAP-based EPS, diluted | $0.14 | $0.59 | $0.49 | (76.3%) | (71.4%) | ||
Non-GAAP-based gross margin (2) | 72.9% | 71.0% | 73.2% | 190 | bps | (30) | bps |
Non-GAAP-based operating margin (2) | 27.7% | 25.2% | 25.8% | 250 | bps | 190 | bps |
Non-GAAP-based EPS, diluted (2) | $1.17 | $1.01 | $1.05 | 15.8% | 11.4% |
Summary of Year to Date Results | |||||
FY12 | Q3 YTD FY12 | FY11 | % Change (Y/Y) | ||
Revenue (million) | $1,207.5 | $901.8 | $1,033.3 | 16.9% | |
GAAP-based gross margin | 65.4% | 65.2% | 67.0% | (160) | bps |
GAAP-based operating income margin | 12.4% | 12.2% | 14.6% | (220) | bps |
GAAP-based EPS, diluted | $2.13 | $2.00 | $2.11 | 0.95% | |
Non-GAAP-based gross margin (2) | 72.5% | 72.3% | 73.6% | (110) | bps |
Non-GAAP-based operating margin (2) | 27.3% | 27.2% | 27.5% | (20) | bps |
Non-GAAP-based EPS, diluted (2) | $4.60 | $3.43 | $4.07 | 13.0% |
OPEN TEXT CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data) | ||||||
June 30, 2012 | June 30, 2011 | |||||
ASSETS | ||||||
Cash and cash equivalents | $ | 559,747 | $ | 284,140 | ||
Accounts receivable trade, net of allowance for doubtful accounts of $5,655 as of June 30, 2012 and $5,424 as of June 30, 2011 (note 3) | 163,664 | 154,568 | ||||
Income taxes recoverable | 17,849 | 18,911 | ||||
Prepaid expenses and other current assets | 44,011 | 29,678 | ||||
Deferred tax assets | 4,003 | 27,861 | ||||
Total current assets | 789,274 | 515,158 | ||||
Property and equipment | 81,157 | 77,825 | ||||
Goodwill | 1,040,234 | 832,481 | ||||
Acquired intangible assets | 312,563 | 344,995 | ||||
Deferred tax assets | 80,226 | 42,737 | ||||
Other assets | 23,739 | 19,359 | ||||
Deferred charges | 68,653 | 54,989 | ||||
Long-term income taxes recoverable | 48,447 | 44,819 | ||||
Total assets | $ | 2,444,293 | $ | 1,932,363 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable and accrued liabilities | $ | 131,734 | $ | 126,249 | ||
Current portion of long-term debt | 41,374 | 15,545 | ||||
Deferred revenues | 273,987 | 254,531 | ||||
Income taxes payable | 27,806 | 18,424 | ||||
Deferred tax liabilities | 1,612 | 624 | ||||
Total current liabilities | 476,513 | 415,373 | ||||
Long-term liabilities: | ||||||
Accrued liabilities | 14,247 | 13,727 | ||||
Deferred credits | 10,086 | 6,878 | ||||
Pension liability | 22,074 | 18,478 | ||||
Long-term debt | 555,000 | 282,033 | ||||
Deferred revenues | 12,653 | 11,466 | ||||
Long-term income taxes payable | 147,623 | 101,434 | ||||
Deferred tax liabilities | 26,705 | 43,529 | ||||
Total long-term liabilities | 788,388 | 477,545 | ||||
Shareholders' equity: | ||||||
Share capital | ||||||
58,358,990 and 57,301,812 Common Shares issued and outstanding at June 30, 2012 and June 30, 2011, respectively; Authorized Common Shares: unlimited | 635,321 | 614,279 | ||||
Additional paid-in capital | 95,026 | 74,301 | ||||
Accumulated other comprehensive income | 44,364 | 60,470 | ||||
Retained earnings | 442,068 | 316,894 | ||||
Treasury stock, at cost (793,494 shares at June 30, 2012 and 572,413 shares at June 30, 2011, respectively) | (37,387 | ) | (26,499 | ) | ||
Total shareholders' equity | 1,179,392 | 1,039,445 | ||||
Total liabilities and shareholders' equity | $ | 2,444,293 | $ | 1,932,363 |
OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands of U.S. dollars, except share and per share data) | |||||||||
Year Ended June 30, | |||||||||
2012 | 2011 | 2010 | |||||||
Revenues: | |||||||||
License | $ | 293,719 | $ | 269,202 | $ | 238,074 | |||
Customer support | 656,568 | 560,541 | 507,452 | ||||||
Service and other | 257,186 | 203,560 | 166,497 | ||||||
Total revenues | 1,207,473 | 1,033,303 | 912,023 | ||||||
Cost of revenues: | |||||||||
License | 18,033 | 18,284 | 16,922 | ||||||
Customer support | 110,504 | 86,834 | 83,741 | ||||||
Service and other | 204,909 | 167,854 | 135,396 | ||||||
Amortization of acquired technology-based intangible assets | 84,572 | 68,048 | 60,472 | ||||||
Total cost of revenues | 418,018 | 341,020 | 296,531 | ||||||
Gross profit | 789,455 | 692,283 | 615,492 | ||||||
Operating expenses: | |||||||||
Research and development | 169,043 | 145,992 | 129,378 | ||||||
Sales and marketing | 274,544 | 232,332 | 198,208 | ||||||
General and administrative | 97,072 | 86,696 | 83,295 | ||||||
Depreciation | 21,587 | 22,116 | 17,425 | ||||||
Amortization of acquired customer-based intangible assets | 53,326 | 38,966 | 35,940 | ||||||
Special charges | 24,523 | 15,576 | 42,008 | ||||||
Total operating expenses | 640,095 | 541,678 | 506,254 | ||||||
Income from operations | 149,360 | 150,605 | 109,238 | ||||||
Other income (expense), net | 3,549 | (6,019 | ) | (9,293 | ) | ||||
Interest expense, net | (15,564 | ) | (8,452 | ) | (8,798 | ) | |||
Income before income taxes | 137,345 | 136,134 | 91,147 | ||||||
Provision for income taxes | 12,171 | 12,931 | 1,935 | ||||||
Net income for the period | $ | 125,174 | $ | 123,203 | $ | 89,212 | |||
Net income per share-basic | $ | 2.16 | $ | 2.16 | $ | 1.59 | |||
Net income per share-diluted | $ | 2.13 | $ | 2.11 | $ | 1.55 | |||
Weighted average number of Common Shares outstanding-basic | 57,890 | 57,077 | 56,280 | ||||||
Weighted average number of Common Shares outstanding-diluted | 58,734 | 58,260 | 57,385 |
OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands of U.S. dollars, except share and per share data) | ||||||
Three Months Ended June 30, | ||||||
2012 | 2011 | |||||
Revenues: | ||||||
License | $ | 78,031 | $ | 79,558 | ||
Customer support | 163,128 | 150,956 | ||||
Service and other | 64,465 | 54,939 | ||||
Total revenues | 305,624 | 285,453 | ||||
Cost of revenues: | ||||||
License | 4,116 | 5,547 | ||||
Customer support | 27,780 | 23,237 | ||||
Service and other | 51,358 | 47,753 | ||||
Amortization of acquired technology-based intangible assets | 21,265 | 18,524 | ||||
Total cost of revenues | 104,519 | 95,061 | ||||
Gross profit | 201,105 | 190,392 | ||||
Operating expenses: | ||||||
Research and development | 41,195 | 39,437 | ||||
Sales and marketing | 71,641 | 68,417 | ||||
General and administrative | 24,186 | 24,085 | ||||
Depreciation | 5,268 | 6,066 | ||||
Amortization of acquired customer-based intangible assets | 13,378 | 10,807 | ||||
Special charges | 5,747 | 4,483 | ||||
Total operating expenses | 161,415 | 153,295 | ||||
Income from operations | 39,690 | 37,097 | ||||
Other expense, net | (6,596 | ) | (5,359 | ) | ||
Interest expense, net | (4,410 | ) | (2,090 | ) | ||
Income before income taxes | 28,684 | 29,648 | ||||
Provision for income taxes | 20,713 | 1,056 | ||||
Net income for the period | $ | 7,971 | $ | 28,592 | ||
Net income per share-basic | $ | 0.14 | $ | 0.50 | ||
Net income per share-diluted | $ | 0.14 | $ | 0.49 | ||
Weighted average number of Common Shares outstanding-basic | 58,270 | 57,276 | ||||
Weighted average number of Common Shares outstanding-diluted | 58,847 | 58,581 |
OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) | |||||||||
Year Ended June 30, | |||||||||
2012 | 2011 | 2010 | |||||||
Cash flows from operating activities: | |||||||||
Net income for the period | $ | 125,174 | $ | 123,203 | $ | 89,212 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Depreciation and amortization of intangible assets | 159,485 | 129,130 | 113,837 | ||||||
Share-based compensation expense | 18,097 | 11,308 | 9,765 | ||||||
Excess tax benefits on share-based compensation expense | (2,723 | ) | (1,888 | ) | (1,143 | ) | |||
Pension expense | 543 | 552 | 211 | ||||||
Amortization of debt issuance costs | 1,703 | 1,359 | 1,390 | ||||||
Amortization on deferred charges and credits | 11,579 | 8,519 | — | ||||||
Unrealized gain on financial instruments | — | — | (878 | ) | |||||
Loss on sale and write down of property and equipment | 203 | 12 | 136 | ||||||
Release of unrealized gain on marketable securities to income | — | — | (4,353 | ) | |||||
Deferred taxes | (78,792 | ) | (17,779 | ) | (24,219 | ) | |||
Impairment and other non cash charges | 1,389 | (482 | ) | (1,081 | ) | ||||
Changes in operating assets and liabilities: | |||||||||
Accounts receivable | 5,319 | 200 | 24,521 | ||||||
Prepaid expenses and other current assets | (2,079 | ) | 1,833 | (814 | ) | ||||
Income taxes | 68,601 | 9,444 | 5,066 | ||||||
Deferred charges and credits | (22,035 | ) | (29,071 | ) | — | ||||
Accounts payable and accrued liabilities | (17,812 | ) | (21,197 | ) | (11,340 | ) | |||
Deferred revenue | (4,581 | ) | 10,738 | 3,077 | |||||
Other assets | 2,419 | (2,660 | ) | (23,196 | ) | ||||
Net cash provided by operating activities | 266,490 | 223,221 | 180,191 | ||||||
Cash flows from investing activities: | |||||||||
Additions of property and equipment | (25,828 | ) | (36,662 | ) | (19,314 | ) | |||
Purchase of Patents | (193 | ) | — | — | |||||
Purchase of System Solutions Australia Pty Limited (Message Manager), net of cash acquired | (1,738 | ) | — | — | |||||
Purchase of Operitel Corporation, net of cash acquired | (7,014 | ) | — | — | |||||
Purchase of Global 360 Holding Corp., net of cash acquired | (245,653 | ) | — | — | |||||
Purchase of Stream Serve Inc., net of cash acquired | — | (57,221 | ) | — | |||||
Purchase of weComm Limited, net of cash acquired | — | (20,198 | ) | — | |||||
Purchase of Metastorm Inc., net of cash acquired | — | (168,657 | ) | — | |||||
Purchase of Burntsand Inc., net of cash acquired | — | — | (8,163 | ) | |||||
Purchase of Nstein Technologies Inc., net of cash acquired | — | — | (20,370 | ) | |||||
Purchase of New Generation Consulting Inc | — | (471 | ) | (3,500 | ) | ||||
Purchase of Vignette Corporation, net of cash acquired | — | — | (90,600 | ) | |||||
Purchase of eMotion LLC, net of cash acquired | — | — | (556 | ) | |||||
Purchase consideration for prior period acquisitions | (1,113 | ) | (4,577 | ) | (12,843 | ) | |||
Investments in marketable securities | — | 518 | — | ||||||
Maturity of short-term investments | — | — | 45,525 | ||||||
Net cash used in investing activities | (281,539 | ) | (287,268 | ) | (109,821 | ) | |||
Cash flow from financing activities: | |||||||||
Excess tax benefits on share-based compensation expense | 2,723 | 1,888 | 1,143 | ||||||
Proceeds from issuance of Common Shares | 21,270 | 11,512 | 9,971 | ||||||
Purchase of Treasury Stock | (10,888 | ) | (12,499 | ) | (14,000 | ) | |||
Proceeds from long-term debt and revolver | 648,500 | — | — | ||||||
Repayment of long term debt and revolver | (349,187 | ) | (3,575 | ) | (3,485 | ) | |||
Debt issuance costs | (9,834 | ) | (29 | ) | (1,024 | ) | |||
Net cash provided by (used in) financing activities | 302,584 | (2,703 | ) | (7,395 | ) | ||||
Foreign exchange gain (loss) on cash held in foreign currencies | (11,928 | ) | 24,698 | (12,602 | ) | ||||
Increase in cash and cash equivalents during the period | 275,607 | (42,052 | ) | 50,373 | |||||
Cash and cash equivalents at beginning of the period | 284,140 | 326,192 | 275,819 | ||||||
Cash and cash equivalents at end of the period | $ | 559,747 | $ | 284,140 | $ | 326,192 |
OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) | ||||||
Three Months Ended June 30, | ||||||
2012 | 2011 | |||||
Cash flows from operating activities: | ||||||
Net income for the period | $ | 7,971 | $ | 28,592 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization of intangible assets | 39,911 | 35,397 | ||||
Share-based compensation expense | 4,691 | 2,877 | ||||
Excess tax benefits on share-based compensation expense | (13 | ) | (311 | ) | ||
Pension expense | 66 | 165 | ||||
Amortization of debt issuance costs | 537 | 347 | ||||
Amortization on deferred charges and credits | 3,122 | 1,873 | ||||
Unrealized gain on financial instruments | — | — | ||||
Loss on sale and write down of property and equipment | — | — | ||||
Release of unrealized gain on marketable securities to income | — | — | ||||
Deferred taxes | (57,700 | ) | (6,990 | ) | ||
Impairment and other non cash charges | 44 | (482 | ) | |||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | 14,583 | (4,338 | ) | |||
Prepaid expenses and other current assets | 1,028 | 1,709 | ||||
Income taxes | 69,551 | (5,730 | ) | |||
Deferred charges and credits | 2,043 | 101 | ||||
Accounts payable and accrued liabilities | 3,540 | 825 | ||||
Deferred revenue | (13,078 | ) | (2,075 | ) | ||
Other assets | 3,550 | (3 | ) | |||
Net cash provided by operating activities | 79,846 | 51,957 | ||||
Cash flows from investing activities: | ||||||
Additions of property and equipment | (4,447 | ) | (10,126 | ) | ||
Purchase of Patents | — | — | ||||
Purchase of System Solutions Australia Pty Limited (Message Manager), net of cash acquired | — | — | ||||
Purchase of Operitel Corporation, net of cash acquired | (623 | ) | — | |||
Purchase of Global 360 Holding Corp., net of cash acquired | — | — | ||||
Purchase of Stream Serve Inc., net of cash acquired | — | — | ||||
Purchase of weComm Limited, net of cash acquired | — | — | ||||
Purchase of Metastorm Inc., net of cash acquired | — | — | ||||
Purchase of Burntsand Inc., net of cash acquired | — | — | ||||
Purchase of Nstein Technologies Inc., net of cash acquired | — | — | ||||
Purchase of New Generation Consulting Inc | — | (471 | ) | |||
Purchase of Vignette Corporation, net of cash acquired | — | — | ||||
Purchase of eMotion LLC, net of cash acquired | — | — | ||||
Purchase consideration for prior period acquisitions | (187 | ) | (371 | ) | ||
Investments in marketable securities | — | 1,186 | ||||
Maturity of short-term investments | — | — | ||||
Net cash used in investing activities | (5,257 | ) | (9,782 | ) | ||
Cash flow from financing activities: | ||||||
Excess tax benefits on share-based compensation expense | 13 | 311 | ||||
Proceeds from issuance of Common Shares | 2,934 | 2,128 | ||||
Purchase of Treasury Stock | (10,888 | ) | — | |||
Proceeds from long-term debt and revolver | — | — | ||||
Repayment of long term debt and revolver | (7,667 | ) | (914 | ) | ||
Debt issuance costs | — | — | ||||
Net cash provided by (used in) financing activities | (15,608 | ) | 1,525 | |||
Foreign exchange gain (loss) on cash held in foreign currencies | (8,140 | ) | 2,693 | |||
Increase in cash and cash equivalents during the period | 50,841 | 46,393 | ||||
Cash and cash equivalents at beginning of the period | 508,906 | 237,747 | ||||
Cash and cash equivalents at end of the period | $ | 559,747 | $ | 284,140 |
(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 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 non-US GAAP net income and non-US GAAP 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 non-US GAAP EPS and non-US GAAP net income to supplement the information provided in its consolidated financial statements, which are presented in accordance with US GAAP. The presentation of non-US GAAP net income and non-US GAAP 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. 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 US GAAP measures with certain non-US GAAP measures for the reasons set forth below. Non-US GAAP net income and non-US GAAP 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 non-US GAAP net income and non-US GAAP 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 intangible assets, restructuring costs, share-based compensation, other income (expense) and the taxation impact of these items. These items are excluded based upon the manner in which management evaluates the business of the Company and are not excluded in the sense that they may be used under 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. |
Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended June 30, 2012. ($ in thousands except for per share amounts) | |||||||||||
Three Months Ended June 30, 2012 | |||||||||||
GAAP-based Measures | Adjustments | Note | Non-GAAP-based Measures | ||||||||
Cost of revenues | |||||||||||
Customer Support | 27,780 | (58 | ) | (1 | ) | 27,722 | |||||
Service and Other | 51,358 | (239 | ) | (1 | ) | 51,119 | |||||
Amortization of acquired technology-based intangible assets | 21,265 | (21,265 | ) | (2 | ) | — | |||||
GAAP-based gross profit/ Non-GAAP-based gross profit | 201,105 | 21,562 | 222,667 | ||||||||
Operating Expenses | |||||||||||
Research and development | 41,195 | (1,066 | ) | (1 | ) | 40,129 | |||||
Sales and marketing | 71,641 | (2,771 | ) | (1 | ) | 68,870 | |||||
General and administrative | 24,186 | (557 | ) | (1 | ) | 23,629 | |||||
Amortization of acquired customer-based intangible assets | 13,378 | (13,378 | ) | (2 | ) | — | |||||
Special charges | 5,747 | (5,747 | ) | (3 | ) | — | |||||
GAAP-based income from operations/ Non-GAAP-based operating income | 39,690 | 45,081 | 84,771 | ||||||||
Other income, net | (6,596 | ) | 6,596 | (4 | ) | — | |||||
Provision for (recovery of) income taxes | 20,713 | (9,462 | ) | (5 | ) | 11,251 | |||||
GAAP-based net income for the period/ Non-GAAP-based net income | 7,971 | 61,139 | (6 | ) | 69,110 | ||||||
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted | $ | 0.14 | $ | 1.03 | (6 | ) | $ | 1.17 |
(1) | Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. |
(2) | Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. |
(3) | Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(4) | Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(5) | Adjustment relates to differences between the GAAP-based tax provision of approximately 72% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. |
(6) | Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income: |
Three Months Ended June 30, 2012 | ||||
Per share | ||||
Non-GAAP-based net income | 69,110 | 1.17 | ||
Less: | ||||
Amortization | 34,643 | 0.58 | ||
Share-based compensation | 4,691 | 0.08 | ||
Special charges | 5,747 | 0.10 | ||
Other (income) expense | 6,596 | 0.11 | ||
GAAP-based provision for income tax | 20,713 | 0.35 | ||
Tax on non-GAAP-based provision | (11,251 | ) | (0.19 | ) |
GAAP-based net income | 7,971 | 0.14 |
Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the year ended June 30, 2012. ($ in thousands except for per share amounts) | |||||||||||
Year Ended June 30, 2012 | |||||||||||
GAAP-based Measures | Adjustments | Note | Non-GAAP-based Measures | ||||||||
Cost of revenues | |||||||||||
Customer Support | 110,504 | (169 | ) | (1 | ) | 110,335 | |||||
Service and Other | 204,909 | (647 | ) | (1 | ) | 204,262 | |||||
Amortization of acquired technology-based intangible assets | 84,572 | (84,572 | ) | (2 | ) | — | |||||
GAAP-based gross profit/ Non-GAAP-based gross profit | 789,455 | 85,388 | 874,843 | ||||||||
Operating Expenses | |||||||||||
Research and development | 169,043 | (3,939 | ) | (1 | ) | 165,104 | |||||
Sales and marketing | 274,544 | (8,811 | ) | (1 | ) | 265,733 | |||||
General and administrative | 97,072 | (4,531 | ) | (1 | ) | 92,541 | |||||
Amortization of acquired customer-based intangible assets | 53,326 | (53,326 | ) | (2 | ) | — | |||||
Special charges | 24,523 | (24,523 | ) | (3 | ) | — | |||||
GAAP-based income from operations/ Non-GAAP-based operating income | 149,360 | 180,518 | 329,878 | ||||||||
Other income, net | 3,549 | (3,549 | ) | (4 | ) | — | |||||
Provision for income taxes | 12,171 | 31,833 | (5 | ) | 44,004 | ||||||
GAAP-based net income for the period/ Non-GAAP-based net income | 125,174 | 145,136 | (6 | ) | 270,310 | ||||||
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted | $ | 2.13 | $ | 2.47 | (6 | ) | $ | 4.60 |
(1) | Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. |
(2) | Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. |
(3) | Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(4) | Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(5) | Adjustment relates to differences between the GAAP-based tax provision of approximately 9% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. |
(6) | Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income: |
Year Ended June 30, 2012 | ||||
Per share | ||||
Non-GAAP-based net income | 270,310 | 4.60 | ||
Less: | ||||
Amortization | 137,898 | 2.35 | ||
Share-based compensation | 18,097 | 0.31 | ||
Special charges | 24,523 | 0.42 | ||
Other (income) expense | (3,549 | ) | (0.06 | ) |
GAAP-based provision for income tax | 12,171 | 0.21 | ||
Tax on non-GAAP-based provision | (44,004 | ) | (0.76 | ) |
GAAP-based net income | 125,174 | 2.13 |
Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended March 31, 2012. ($ in thousands except for per share amounts) | |||||||||||
Three Months Ended March 31, 2012 | |||||||||||
GAAP-based measures | Adjustments | Note | Non-GAAP-based measures | ||||||||
Cost of Revenues: | |||||||||||
Customer Support | 27,987 | (53 | ) | (1 | ) | 27,934 | |||||
Service and Other | 52,596 | (203 | ) | (1 | ) | 52,393 | |||||
Amortization of acquired technology-based intangible assets | 21,264 | (21,264 | ) | (2 | ) | — | |||||
GAAP-based gross profit/ Non-GAAP-based gross profit | 185,951 | 21,520 | 207,471 | ||||||||
Operating Expenses | |||||||||||
Research and development | 41,738 | (1,028 | ) | (1 | ) | 40,710 | |||||
Sales and marketing | 69,572 | (2,594 | ) | (1 | ) | 66,978 | |||||
General and administrative | 21,999 | (1,287 | ) | (1 | ) | 20,712 | |||||
Amortization of acquired customer-based intangible assets | 13,462 | (13,462 | ) | (2 | ) | — | |||||
Special charges | 6,450 | (6,450 | ) | (3 | ) | — | |||||
GAAP-based income from operations/ Non-GAAP-based operating income | 27,303 | 46,341 | 73,644 | ||||||||
Other expense, net | (1,804 | ) | 1,804 | (4 | ) | — | |||||
Provision for income taxes | (14,036 | ) | 23,680 | (5 | ) | 9,644 | |||||
GAAP-based net income for the period/ Non-GAAP-based net income | 34,774 | 24,465 | (6 | ) | 59,239 | ||||||
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted | $ | 0.59 | $ | 0.42 | (6 | ) | $ | 1.01 |
(1) | Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. |
(2) | Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. |
(3) | Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(4) | Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(5) | Adjustment relates to differences between the GAAP-based tax recovery of approximately 68% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. The GAAP-based tax recovery is primarily due to tax benefits relating to ongoing internal reorganizations and mergers of international subsidiaries acquired; these reorganizations and mergers cause a change in the tax status of these subsidiaries resulting in a reduction in deferred tax liabilities recorded upon the acquisition of these subsidiaries, and a corresponding reduction in income tax expense. |
(6) | Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income: |
Three Months Ended March 31, 2012 | ||||
Per share | ||||
Non-GAAP-based net income | 59,239 | 1.01 | ||
Less: | ||||
Amortization | 34,726 | 0.59 | ||
Share-based compensation | 5,165 | 0.09 | ||
Special charges | 6,450 | 0.11 | ||
Other (income) expense | 1,804 | 0.03 | ||
GAAP-based provision for (recovery of) income tax | (14,036 | ) | (0.24 | ) |
Tax on non-GAAP-based provision | (9,644 | ) | (0.16 | ) |
GAAP-based net income | 34,774 | 0.59 |
Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the nine months ended March 31, 2012. ($ in thousands except for per share amounts) | |||||||||||
Nine Months Ended March 31, 2012 | |||||||||||
GAAP-based measures | Adjustments | Note | Non-GAAP-based measures | ||||||||
Cost of Revenues: | |||||||||||
Customer Support | 82,724 | (112 | ) | (1 | ) | 82,612 | |||||
Service and Other | 153,551 | (408 | ) | (1 | ) | 153,143 | |||||
Amortization of acquired technology-based intangible assets | 63,307 | (63,307 | ) | (2 | ) | — | |||||
GAAP-based gross profit/ Non-GAAP-based gross profit | 588,350 | 63,827 | 652,177 | ||||||||
Operating Expenses | |||||||||||
Research and development | 127,848 | (2,872 | ) | (1 | ) | 124,976 | |||||
Sales and marketing | 202,903 | (6,040 | ) | (1 | ) | 196,863 | |||||
General and administrative | 72,886 | (3,974 | ) | (1 | ) | 68,912 | |||||
Amortization of acquired customer-based intangible assets | 39,948 | (39,948 | ) | (2 | ) | — | |||||
Special charges | 18,776 | (18,776 | ) | (3 | ) | — | |||||
GAAP-based income from operations/ Non-GAAP-based operating income | 109,670 | 135,437 | 245,107 | ||||||||
Other expense, net | 10,145 | (10,145 | ) | (4 | ) | — | |||||
Provision for (recovery of) income taxes | (8,542 | ) | 41,295 | (5 | ) | 32,753 | |||||
GAAP-based net income for the period/ Non-GAAP-based net income | 117,203 | 83,997 | (6 | ) | 201,200 | ||||||
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted | $ | 2.00 | $ | 1.43 | (6 | ) | $ | 3.43 |
(1) | Adjustment relates to the exclusion of share based compensation expense from our non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. |
(2) | Adjustment relates to the exclusion of amortization expense from our non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. |
(3) | Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(4) | Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(5) | Adjustment relates to differences between the GAAP-based tax recovery of approximately 8% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. The GAAP-based tax recovery is primarily due to tax benefits relating to ongoing internal reorganizations and mergers of international subsidiaries acquired; these reorganizations and mergers cause a change in the tax status of these subsidiaries resulting in a reduction in deferred tax liabilities recorded upon the acquisition of these subsidiaries, and a corresponding reduction in income tax expense. |
(6) | Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income: |
Nine Months Ended March 31, 2012 | ||||
Per share | ||||
Non-GAAP-based net income | 201,200 | 3.43 | ||
Less: | ||||
Amortization | 103,255 | 1.76 | ||
Share-based compensation | 13,406 | 0.23 | ||
Special charges | 18,776 | 0.32 | ||
Other (income) expense | (10,145 | ) | (0.17 | ) |
GAAP-based provision for (recovery of) income tax | (8,542 | ) | (0.15 | ) |
Tax on non-GAAP-based provision | (32,753 | ) | (0.56 | ) |
GAAP-based net income | 117,203 | 2.00 |
Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended June 30, 2011. ($ in thousands except for per share amounts) | |||||||||||
Three Months Ended June 30, 2011 | |||||||||||
GAAP-based measures | Adjustments | Note | Non-GAAP-based measures | ||||||||
Cost of Revenues: | |||||||||||
Customer Support | 23,237 | (13 | ) | (1 | ) | 23,224 | |||||
Service and Other | 47,753 | (109 | ) | (1 | ) | 47,644 | |||||
Amortization of acquired technology-based intangible assets | 18,524 | (18,524 | ) | (2 | ) | — | |||||
GAAP-based gross profit/ Non-GAAP-based gross profit | 190,392 | 18,646 | 209,038 | ||||||||
Operating Expenses | |||||||||||
Research and development | 39,437 | (695 | ) | (1 | ) | 38,742 | |||||
Sales and marketing | 68,417 | (1,340 | ) | (1 | ) | 67,077 | |||||
General and administrative | 24,085 | (720 | ) | (1 | ) | 23,365 | |||||
Amortization of acquired customer-based intangible assets | 10,807 | (10,807 | ) | (2 | ) | — | |||||
Special charges | 4,483 | (4,483 | ) | (3 | ) | — | |||||
GAAP-based income from operations/ Non-GAAP-based operating income | 37,097 | 36,691 | 73,788 | ||||||||
Other expense, net | (5,359 | ) | 5,359 | (4 | ) | — | |||||
Provision for (recovery of) income taxes | 1,056 | 8,982 | (5 | ) | 10,038 | ||||||
GAAP-based net income for the period/ Non-GAAP-based net income | 28,592 | 33,068 | (6 | ) | 61,660 | ||||||
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted | $ | 0.49 | $ | 0.56 | (6 | ) | $ | 1.05 |
(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) | Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(4) | Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(5) | Adjustment relates to differences between the GAAP-based tax provision of approximately 4% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. |
(6) | Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income: |
Three Months Ended June 30, 2011 | ||||
Per share | ||||
Non-GAAP-based net income | 61,660 | 1.05 | ||
Less: | ||||
Amortization | 29,331 | 0.50 | ||
Share-based compensation | 2,877 | 0.05 | ||
Special charges | 4,483 | 0.08 | ||
Other (income) expense | 5,359 | 0.09 | ||
GAAP-based provision for income tax | 1,056 | 0.02 | ||
Tax on non-GAAP-based provision | (10,038 | ) | (0.18 | ) |
GAAP-based net income | 28,592 | 0.49 |
Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the year ended June 30, 2011. ($ in thousands except for per share amounts) | |||||||||||
Year Ended June 30, 2011 | |||||||||||
GAAP-based measures | Adjustments | Note | Non-GAAP-based measures | ||||||||
Cost of Revenues: | |||||||||||
Customer Support | 86,834 | (47 | ) | (1 | ) | 86,787 | |||||
Service and Other | 167,854 | (432 | ) | (1 | ) | 167,422 | |||||
Amortization of acquired technology-based intangible assets | 68,048 | (68,048 | ) | (2 | ) | — | |||||
GAAP-based gross profit/ Non-GAAP-based gross profit | 692,283 | 68,527 | 760,810 | ||||||||
Operating Expenses | |||||||||||
Research and development | 145,992 | (2,614 | ) | (1 | ) | 143,378 | |||||
Sales and marketing | 232,332 | (5,568 | ) | (1 | ) | 226,764 | |||||
General and administrative | 86,696 | (2,648 | ) | (1 | ) | 84,048 | |||||
Amortization of acquired customer-based intangible assets | 38,966 | (38,966 | ) | (2 | ) | — | |||||
Special charges | 15,576 | (15,576 | ) | (3 | ) | — | |||||
GAAP-based income from operations/ Non-GAAP-based operating income | 150,605 | 133,899 | 284,504 | ||||||||
Other expense, net | (6,019 | ) | 6,019 | (4 | ) | — | |||||
Provision for income taxes | 12,931 | 25,716 | (5 | ) | 38,647 | ||||||
GAAP-based net income for the period/ Non-GAAP-based net income | 123,203 | 114,202 | (6 | ) | 237,405 | ||||||
GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted | $ | 2.11 | $ | 1.96 | (6 | ) | $ | 4.07 |
(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) | Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(4) | Adjustment relates to the exclusion of Other income (expense) from our non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results. |
(5) | Adjustment relates to differences between the GAAP-based tax rate of approximately 10% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income. |
(6) | Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income: |
Year Ended June 30, 2011 | ||||
Per share | ||||
Non-GAAP-based net income | 237,405 | 4.07 | ||
Less: | ||||
Amortization | 107,014 | 1.84 | ||
Share-based compensation | 11,309 | 0.19 | ||
Special charges | 15,576 | 0.27 | ||
Other (income) expense | 6,019 | 0.10 | ||
GAAP-based provision for income tax | 12,931 | 0.22 | ||
Tax on non-GAAP-based provision | (38,647 | ) | (0.66 | ) |
GAAP-based net income | 123,203 | 2.11 |
(3) | The following table provides a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three months and year ended June 30, 2012: |
Three Months Ended June 30, 2012 | ||||
Currencies | % of Revenue | % of Expenses* | ||
EURO | 27 | % | 18 | % |
GBP | 8 | % | 9 | % |
CAD | 7 | % | 19 | % |
USD | 48 | % | 40 | % |
Other | 10 | % | 14 | % |
Total | 100 | % | 100 | % |
Year Ended June 30, 2012 | ||||
Currencies | % of Revenue | % of Expenses* | ||
EURO | 29 | % | 18 | % |
GBP | 8 | % | 9 | % |
CAD | 7 | % | 19 | % |
USD | 47 | % | 40 | % |
Other | 9 | % | 14 | % |
Total | 100 | % | 100 | % |
(4) | The following table provides details of our adjustment related to deferred maintenance revenue, on account of purchase price accounting, for the three months ended June 30, 2012 and for future quarters: |
In '000s USD | Total | |
Q4 Fiscal Year 2012 | 326 | |
Total Fiscal Year 2013 and beyond | 272 |
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