OpenText Completes Divestiture of Application Modernization and Connectivity Business to Rocket Software for $2.275B

OpenText Completes Divestiture of Application Modernization and Connectivity Business to Rocket Software for $2.275B

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OpenText Completes $2 Billion Debt Reduction

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OpenText to Reduce Debt by $2 Billion

Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced that it has successfully completed the divestiture of its AMCMainframe business to Rocket Software, Inc., a Bain Capital portfolio company ("Rocket Software"), for $2.275 billion in cash before taxes, fees and other adjustments.

"We are pleased to complete the divestiture of our AMC/Mainframe business to Rocket Software," said Mark J. Barrenechea , OpenText CEO & CTO. "We intend to use the net proceeds from the divestiture to reduce our debt by $2 billion and lower our net leverage ratio to under 3x. Further, the divestiture allows the company to focus on the future of Information Management, which is innovation and growth in the Cloud, Security, and AI markets and the opportunity to expand our capital allocation program for shareholders."

Additional details on the impact of the divestiture to the remainder of Fiscal 2024 will be outlined as part of the Company's quarterly earnings results scheduled for May 2, 2024 .

About OpenText

OpenText, The Information Company™, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText's assumptions, although considered reasonable by the company at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see OpenText's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the 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, OpenText disclaims any intention or obligations 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.

Note: All dollar amounts in this press release are in U.S. dollars unless otherwise indicated.

OTEX-MNA

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

View original content to download multimedia: https://www.prnewswire.com/news-releases/opentext-completes-divestiture-of-application-modernization-and-connectivity-amc-business-to-rocket-software-for-2-275b-302133227.html

SOURCE Open Text Corporation

News Provided by PR Newswire via QuoteMedia

Open Text OTEX:CA Artificial Intelligence Investing

OTEX:CA

Google I/O 2024, Alphabet’s (NASDAQ:GOOGL) annual developer conference, was held on Tuesday (May 14) at the Shoreline Amphitheater in Mountain View, California.

During the event, Google’s development team marked a new era in artificial intelligence (AI) by showcasing advances in Gemini, its AI assistant, along with other AI products and features across its portfolio.

Read on to learn about five of the most important takeaways from the event.

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Text saying "ChatGPT" overlaying a brain and circuit board.

OpenAI hosted its highly anticipated Spring Update event on Monday (May 13), with Chief Technology Officer Mira Murati showcasing “magical” updates to the company’s artificial intelligence (AI) technology, including a new ChatGPT desktop app for MacOS and a new simplified user interface on the desktop version.

However, the main event was the launch of GPT-4o, OpenAI’s newest and most human-like model, featuring improved personalized responsiveness and contextual awareness. “GPT-4o provides GPT-4 intelligence, but it is much faster, and it improves on its capabilities across text, vision and audio,” said Murati during the live webcast.

“For the past couple of years, we have been very focused on improving the intelligence of this model, and they have gotten pretty good. But this is the first time that we are really making a huge step forward when it comes to ease of use. This is incredibly important because we are looking at the future of interaction between ourselves and the machines," she continued. “We think that GPT-4o is really shifting the paradigm into the future of collaboration."

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Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX) today announced that, as previously indicated, it completed its $2 billion debt reduction using the net proceeds from its AMC divestiture, which reflects $940 million paid to terminate the Company's Term Loan B due 2025 and $1.06 billion to reduce amounts outstanding under its Acquisition Term Loan due 2030.

Please see investors.opentext.com for more information about the Company.

About OpenText

OpenText, The Information Company™, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com.

Note: All dollar amounts in this press release are in U.S. dollars unless otherwise indicated.

OTEX - F

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

View original content to download multimedia: https://www.prnewswire.com/news-releases/opentext-completes-2-billion-debt-reduction-302139813.html

SOURCE Open Text Corporation

News Provided by PR Newswire via QuoteMedia

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BlinkLab Limited (ASX:BB1) (“BlinkLab” or the “Company”), an innovative digital healthcare company developing smartphone-based AI powered diagnostic tests for autism, today announced that it initiated a clinical study in partnership with US based Turning Pointe Autism Foundation. The study will enroll up to one hundred children previously diagnosed with autism and one hundred children without an autism diagnosis. The data obtained during the course of this collaboration will be used to finalize the data collection and processing algorithms as well as AI/ML models ahead of the FDA registrational study expected to start in the second half of 2024.

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Total Revenues (in millions)		Annual Recurring Revenues (in millions)		Cloud Revenues (in millions)
Reported	Constant Currency	Reported	Constant Currency	Reported	Constant Currency
$1,447	$1,444	$1,146	$1,143	$455	$454
+16.3 %	+16.0 %	+13.3 %	+13.1 %	+4.4 %	+4.4 %
Annual Recurring Revenues represent 79% of Total Revenues

⁽¹⁾	Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise based customers.
⁽²⁾	Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below.

Summary of Quarterly Results
(In millions, except per share data)	Q3 FY'24	Q3 FY'23	$ Change	% Change	Q3 FY'24 in CC*	% Change in CC*
Revenues:
Cloud services and subscriptions	$454.5	$435.4	$19.1	4.4 %	$454.4	4.4 %
Customer support	691.4	575.9	115.6	20.1 %	689.0	19.6 %
Total annual recurring revenues**	$1,146.0	$1,011.3	$134.6	13.3 %	$1,143.4	13.1 %
License	200.4	139.7	60.6	43.4 %	200.0	43.2 %
Professional service and other	100.8	93.6	7.2	7.7 %	100.2	7.0 %
Total revenues	$1,447.1	$1,244.7	$202.5	16.3 %	$1,443.7	16.0 %
GAAP-based operating income	$227.1	$64.0	$163.1	254.9 %	N/A	N/A
Non-GAAP-based operating income ⁽¹⁾	$431.6	$334.6	$97.0	29.0 %	$429.7	28.4 %
GAAP-based net income attributable to OpenText	$98.3	$57.6	$40.7	70.8 %	N/A	N/A
GAAP-based EPS, diluted	$0.36	$0.21	$0.15	71.4 %	N/A	N/A
Non-GAAP-based EPS, diluted ⁽¹⁾⁽²⁾	$0.94	$0.73	$0.21	28.8 %	$0.94	28.8 %
Adjusted EBITDA ⁽¹⁾	$463.7	$365.1	$98.6	27.0 %	$461.5	26.4 %
Operating cash flows	$384.7	$336.8	$47.9	14.2 %	N/A	N/A
Free cash flows ⁽¹⁾	$348.2	$305.5	$42.6	13.9 %	N/A	N/A

Summary of YTD Results
(In millions, except per share data)	FY'24 YTD	FY'23 YTD	$ Change	% Change	FY'24 YTD in CC*	% Change in CC*
Revenues:
Cloud services and subscriptions	$1,355.6	$1,248.8	$106.9	8.6 %	$1,349.1	8.0 %
Customer support	2,084.9	1,209.7	875.2	72.3 %	2,059.8	70.3 %
Total annual recurring revenues**	$3,440.5	$2,458.5	$982.0	39.9 %	$3,408.9	38.7 %
License	662.6	310.2	352.4	113.6 %	654.3	110.9 %
Professional service and other	304.3	225.4	78.8	35.0 %	299.3	32.8 %
Total revenues	$4,407.4	$2,994.2	$1,413.3	47.2 %	$4,362.4	45.7 %
GAAP-based operating income	$693.8	$395.0	$298.8	75.7 %	N/A	N/A
Non-GAAP-based operating income ⁽¹⁾	$1,425.3	$933.6	$491.7	52.7 %	$1,394.1	49.3 %
GAAP-based net income attributable to OpenText	$216.9	$199.1	$17.7	8.9 %	N/A	N/A
GAAP-based EPS, diluted	$0.80	$0.74	$0.06	8.1 %	N/A	N/A
Non-GAAP-based EPS, diluted ⁽¹⁾⁽²⁾	$3.19	$2.39	$0.80	33.5 %	$3.10	29.7 %
Adjusted EBITDA ⁽¹⁾	$1,524.8	$1,010.1	$514.7	51.0 %	$1,492.3	47.7 %
Operating cash flows	$782.5	$663.9	$118.6	17.9 %	N/A	N/A
Free cash flows ⁽¹⁾	$663.2	$564.1	$99.0	17.6 %	N/A	N/A


⁽¹⁾	Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below.

⁽²⁾	Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period.

Note: Individual line items in tables may be adjusted by non-material amounts to enable totals to align to published financial statements.

*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.

Summary of Quarterly Results
	Q3 FY'24	Q2 FY'24	Q3 FY'23	% Change (Q3 FY'24 vs Q2 FY'24)		% Change (Q3 FY'24 vs Q3 FY'23)
Revenue (millions)	$1,447.1	$1,534.9	$1,244.7	(5.7) %		16.3 %
GAAP-based gross margin	73.0 %	73.6 %	70.3 %	(60)	bps	270	bps
Non-GAAP-based gross margin ⁽¹⁾	76.7 %	78.6 %	75.8 %	(190)	bps	90	bps
GAAP-based earnings (loss) per share, diluted	$0.36	$0.14	$0.21	157.1 %		71.4 %
Non-GAAP-based EPS, diluted ⁽¹⁾⁽²⁾	$0.94	$1.24	$0.73	(24.2) %		28.8 %

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

	March 31, 2024	June 30, 2023
ASSETS	(unaudited)
Cash and cash equivalents	$ 1,125,323	$ 1,231,625
Accounts receivable trade, net of allowance for credit losses of $11,390 as of March 31, 2024 and $13,828 as of June 30, 2023	654,190	682,517
Contract assets	66,124	71,196
Income taxes recoverable	14,119	68,161
Prepaid expenses and other current assets	212,261	221,732
Assets held for sale	2,120,311	—
Total current assets	4,192,328	2,275,231
Property and equipment	346,073	356,904
Operating lease right of use assets	229,327	285,723
Long-term contract assets	42,659	64,553
Goodwill	7,528,147	8,662,603
Acquired intangible assets	2,624,117	4,080,879
Deferred tax assets	1,019,878	926,719
Other assets	314,580	342,318
Long-term income taxes recoverable	95,567	94,270
Total assets	$ 16,392,676	$ 17,089,200
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$ 898,611	$ 996,261
Current portion of long-term debt	45,850	320,850
Operating lease liabilities	80,960	91,425
Deferred revenues	1,583,638	1,721,781
Income taxes payable	150,990	89,297
Liabilities held for sale	228,106	—
Total current liabilities	2,988,155	3,219,614
Long-term liabilities:
Accrued liabilities	48,031	51,961
Pension liability, net	128,955	126,312
Long-term debt	8,305,670	8,562,096
Long-term operating lease liabilities	224,984	271,579
Long-term deferred revenues	170,544	217,771
Long-term income taxes payable	154,679	193,808
Deferred tax liabilities	241,013	423,955
Total long-term liabilities	9,273,876	9,847,482
Shareholders' equity:
Share capital and additional paid-in capital
272,561,685 and 270,902,571 Common Shares issued and outstanding at March 31, 2024 and June 30, 2023, respectively; authorized Common Shares: unlimited	2,276,758	2,176,947
Accumulated other comprehensive income (loss)	(73,045)	(53,559)
Retained earnings	2,059,060	2,048,984
Treasury stock, at cost (3,376,994 and 3,536,375 shares at March 31, 2024 and June 30, 2023, respectively)	(133,606)	(151,597)
Total OpenText shareholders' equity	4,129,167	4,020,775
Non-controlling interests	1,478	1,329
Total shareholders' equity	4,130,645	4,022,104
Total liabilities and shareholders' equity	$ 16,392,676	$ 17,089,200

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

	Three Months Ended March 31,		Nine Months Ended March 31,
	2024	2023	2024	2023
Revenues:
Cloud services and subscriptions	$ 454,528	$ 435,449	$ 1,355,633	$ 1,248,774
Customer support	691,441	575,884	2,084,916	1,209,743
License	200,363	139,722	662,627	310,230
Professional service and other	100,799	93,619	304,252	225,403
Total revenues	1,447,131	1,244,674	4,407,428	2,994,150
Cost of revenues:
Cloud services and subscriptions	186,400	157,658	537,960	423,771
Customer support	74,639	67,067	223,027	123,010
License	6,769	3,840	16,591	10,461
Professional service and other	75,455	78,526	230,836	186,390
Amortization of acquired technology-based intangible assets	48,094	62,639	195,702	146,139
Total cost of revenues	391,357	369,730	1,204,116	889,771
Gross profit	1,055,774	874,944	3,203,312	2,104,379
Operating expenses:
Research and development	234,022	210,731	688,679	430,629
Sales and marketing	296,249	271,013	848,313	615,354
General and administrative	145,924	127,047	450,399	282,724
Depreciation	32,109	30,577	99,615	76,609
Amortization of acquired customer-based intangible assets	100,841	97,237	334,958	205,121
Special charges (recoveries)	19,561	74,350	87,521	98,937
Total operating expenses	828,706	810,955	2,509,485	1,709,374
Income from operations	227,068	63,989	693,827	395,005
Other income (expense), net	9,950	85,706	(38,664)	59,824
Interest and other related expense, net	(132,663)	(104,502)	(413,719)	(183,599)
Income before income taxes	104,355	45,193	241,444	271,230
Provision for (recovery of) income taxes	6,028	(12,420)	24,434	71,979
Net income for the period	$ 98,327	$ 57,613	$ 217,010	$ 199,251
Net (income) attributable to non-controlling interests	(42)	(57)	(149)	(138)
Net income attributable to OpenText	$ 98,285	$ 57,556	$ 216,861	$ 199,113
Earnings per share—basic attributable to OpenText	$ 0.36	$ 0.21	$ 0.80	$ 0.74
Earnings per share—diluted attributable to OpenText	$ 0.36	$ 0.21	$ 0.80	$ 0.74
Weighted average number of Common Shares outstanding—basic (in ' 000's)	272,272	270,441	271,671	270,143
Weighted average number of Common Shares outstanding—diluted (in ' 000's)	273,033	270,650	272,349	270,173

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

	Three Months Ended March 31, 2024
	Common Shares and Additional Paid in Capital		Treasury Stock		Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
	Shares	Amount	Shares	Amount	Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
Balance as of December 31, 2023	271,855	$ 2,261,856	(4,400)	$ (179,089)	$ 2,029,643	$ (83,499)	$ 1,436	$ 4,030,347
Issuance of Common Shares
Under employee stock option plans	517	17,315	—	—	—	—	—	17,315
Under employee stock purchase plans	190	6,698	—	—	—	—	—	6,698
Share-based compensation	—	35,947	—	—	—	—	—	35,947
Issuance of treasury stock	—	(45,058)	1,023	45,483	(425)	—	—	—
Dividends declared ($0.25 per Common Share)	—	—	—	—	(68,443)	—	—	(68,443)
Other comprehensive income (loss) - net	—	—	—	—	—	10,454	—	10,454
Net income for the period	—	—	—	—	98,285	—	42	98,327
Balance as of March 31, 2024	272,562	$ 2,276,758	(3,377)	$ (133,606)	$ 2,059,060	$ (73,045)	$ 1,478	$ 4,130,645

	Three Months Ended March 31, 2023
	Common Shares and Additional Paid in Capital		Treasury Stock		Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
	Shares	Amount	Shares	Amount	Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
Balance as of December 31, 2022	270,235	$ 2,092,079	(3,295)	$ (142,126)	$ 2,171,236	$ (1,028)	$ 1,223	$ 4,121,384
Issuance of Common Shares
Under employee stock option plans	16	479	—	—	—	—	—	479
Under employee stock purchase plans	228	5,776	—	—	—	—	—	5,776
Share-based compensation	—	36,505	—	—	—	—	—	36,505
Issuance of treasury stock	—	(4,496)	79	3,426	—	—	—	(1,070)
Dividends declared ($0.24299 per Common Share)	—	—	—	—	(65,454)	—	—	(65,454)
Other comprehensive income (loss) - net	—	—	—	—	—	(32,086)	—	(32,086)
Net income for the period	—	—	—	—	57,556	—	57	57,613
Balance as of March 31, 2023	270,479	$ 2,130,343	(3,216)	$ (138,700)	$ 2,163,338	$ (33,114)	$ 1,280	$ 4,123,147

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

	Nine Months Ended March 31, 2024
	Common Shares and Additional Paid in Capital		Treasury Stock		Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
	Shares	Amount	Shares	Amount	Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
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	942	31,318	—	—	—	—	—	31,318
Under employee stock purchase plans	717	23,709	—	—	—	—	—	23,709
Share-based compensation	—	112,944	—	—	—	—	—	112,944
Purchase of treasury stock	—	—	(1,400)	(53,085)	—	—	—	(53,085)
Issuance of treasury stock	—	(68,160)	1,559	71,076	(2,916)	—	—	—
Dividends declared ($0.75 per Common Share)	—	—	—	—	(203,869)	—	—	(203,869)
Other comprehensive income (loss) - net	—	—	—	—	—	(19,486)	—	(19,486)
Net income for the period	—	—	—	—	216,861	—	149	217,010
Balance as of March 31, 2024	272,562	$ 2,276,758	(3,377)	$ (133,606)	$ 2,059,060	$ (73,045)	$ 1,478	$ 4,130,645

	Nine Months Ended March 31, 2023
	Common Shares and Additional Paid in Capital		Treasury Stock		Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
	Shares	Amount	Shares	Amount	Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests	Total
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	88	2,473	—	—	—	—	—	2,473
Under employee stock purchase plans	868	22,997	—	—	—	—	—	22,997
Share-based compensation	—	88,535	—	—	—	—	—	88,535
Issuance of treasury stock	—	(22,336)	490	21,266	—	—	—	(1,070)
Dividends declared ($0.72897 per Common Share)	—	—	—	—	(195,844)	—	—	(195,844)
Other comprehensive income (loss) - net	—	—	—	—	—	(25,455)	—	(25,455)
Net income for the period	—	—	—	—	199,113	—	138	199,251
Balance as of March 31, 2023	270,479	$ 2,130,343	(3,216)	$ (138,700)	$ 2,163,338	$ (33,114)	$ 1,280	$ 4,123,147

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

Reconciliation of cash, cash equivalents and restricted cash:	March 31, 2024	March 31, 2023
Cash and cash equivalents	$ 1,125,323	$ 1,396,817
Restricted cash ⁽¹⁾	2,160	2,903
Total cash, cash equivalents and restricted cash	$ 1,127,483	$ 1,399,720

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2024 *(In thousands, except for per share data)*
	Three Months Ended March 31, 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	$ 186,400		$ (3,292)	(1)	$ 183,108
Customer support	74,639		(1,149)	(1)	73,490
Professional service and other	75,455		(1,458)	(1)	73,997
Amortization of acquired technology-based intangible assets	48,094		(48,094)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	1,055,774	73.0 %	53,993	(3)	1,109,767	76.7 %
Operating expenses
Research and development	234,022		(10,799)	(1)	223,223
Sales and marketing	296,249		(12,260)	(1)	283,989
General and administrative	145,924		(7,084)	(1)	138,840
Amortization of acquired customer-based intangible assets	100,841		(100,841)	(2)	—
Special charges (recoveries)	19,561		(19,561)	(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	227,068		204,538	(5)	431,606
Other income (expense), net	9,950		(9,950)	(6)	—
Provision for income taxes	6,028		35,824	(7)	41,852
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	98,285		158,764	(8)	257,049
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$ 0.36		$ 0.58	(8)	$ 0.94


(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 6% 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 income to Non-GAAP-based net income:

	Three Months Ended March 31, 2024
		Per share diluted
GAAP-based net income, attributable to OpenText	$ 98,285	$ 0.36
Add (deduct):
Amortization	148,935	0.55
Share-based compensation	36,042	0.13
Special charges (recoveries)	19,561	0.07
Other (income) expense, net	(9,950)	(0.04)
GAAP-based provision for income taxes	6,028	0.02
Non-GAAP-based provision for income taxes	(41,852)	(0.15)
Non-GAAP-based net income, attributable to OpenText	$ 257,049	$ 0.94

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,
	2024	2023	2024	2023
Cash flows from operating activities:
Net income for the period	$ 98,327	$ 57,613	$ 217,010	$ 199,251
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets	181,044	190,453	630,275	427,869
Share-based compensation expense	36,042	36,368	113,312	88,398
Pension expense	3,196	2,362	9,579	5,806
Amortization of debt discount and issuance costs	6,766	5,330	19,587	8,496
Write-off of right of use assets	4,278	3,344	15,241	7,119
Loss on extinguishment of debt	10,803	21	10,803	8,152
Loss on sale and write down of property and equipment, net	(162)	1,307	1,715	1,428
Deferred taxes	(72,144)	(131,898)	(249,174)	(178,700)
Share in net loss of equity investees	835	4,724	19,013	11,547
Changes in financial instruments	(16,671)	102,713	3,551	112,567
Changes in operating assets and liabilities:
Accounts receivable	111,772	167,866	51,487	141,269
Contract assets	(24,859)	(11,442)	(71,486)	(29,896)
Prepaid expenses and other current assets	728	(62,121)	4,717	(65,186)
Income taxes	16,943	87,277	75,676	131,517
Accounts payable and accrued liabilities	(24,731)	(146,638)	(72,887)	(137,674)
Deferred revenue	56,840	(13,498)	14,338	(42,631)
Other assets	650	54,708	5,868	(5,998)
Operating lease assets and liabilities, net	(4,960)	(11,714)	(16,154)	(19,430)
Net cash provided by operating activities	384,697	336,775	782,471	663,904
Cash flows from investing activities:
Additions of property and equipment	(36,537)	(31,233)	(119,316)	(99,772)
Micro Focus acquisition	—	(5,655,606)	(9,272)	(5,655,606)
Realized gain on financial instruments	—	131,248	—	131,248
Proceeds from net investment hedge derivative contracts	2,490	—	4,456	—
Other investing activities	6,315	—	(468)	(873)
Net cash used in investing activities	(27,732)	(5,555,591)	(124,600)	(5,625,003)
Cash flows from financing activities:
Proceeds from issuance of Common Shares from exercise of stock options and ESPP	27,770	9,399	57,027	25,172
Proceeds from long-term debt and Revolver	—	3,927,450	—	4,927,450
Repayment of long-term debt and Revolver	(186,463)	(11,463)	(559,389)	(16,463)
Debt issuance costs	—	(65,559)	(2,792)	(77,209)
Purchase of treasury stock	—	—	(53,085)	—

Reconciliation of Adjusted EBITDA

	Three Months Ended March 31, 2024
GAAP-based net income, attributable to OpenText	$ 98,285
Add:
Provision for income taxes	6,028
Interest and other related expense, net	132,663
Amortization of acquired technology-based intangible assets	48,094
Amortization of acquired customer-based intangible assets	100,841
Depreciation	32,109
Share-based compensation	36,042
Special charges (recoveries)	19,561
Other (income) expense, net	(9,950)
Adjusted EBITDA	$ 463,673

GAAP-based net income margin	6.8 %
Adjusted EBITDA margin	32.0 %

Reconciliation of Free cash flows

	Three Months Ended March 31, 2024
GAAP-based cash flows provided by operating activities	$ 384,697
Add:
Capital expenditures ⁽¹⁾	(36,537)
Free cash flows	$ 348,160

⁽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 nine months ended March 31, 2024 *(In thousands, except for per share data)*
	Nine Months Ended March 31, 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	$ 537,960		$ (9,892)	(1)	$ 528,068
Customer support	223,027		(3,335)	(1)	219,692
Professional service and other	230,836		(5,096)	(1)	225,740
Amortization of acquired technology-based intangible assets	195,702		(195,702)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	3,203,312	72.7 %	214,025	(3)	3,417,337	77.5 %
Operating expenses
Research and development	688,679		(35,300)	(1)	653,379
Sales and marketing	848,313		(37,294)	(1)	811,019
General and administrative	450,399		(22,395)	(1)	428,004
Amortization of acquired customer-based intangible assets	334,958		(334,958)	(2)	—
Special charges (recoveries)	87,521		(87,521)	(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	693,827		731,493	(5)	1,425,320
Other income (expense), net	(38,664)		38,664	(6)	—
Provision for income taxes	24,434		117,191	(7)	141,625
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	216,861		652,966	(8)	869,827
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$ 0.80		$ 2.39	(8)	$ 3.19

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended December 31, 2023 *(In thousands, except for per share data)*
	Three Months Ended December 31, 2023
	GAAP-based Measures	GAAP-based Measures % of Total Revenue	Adjustments	Note	Non-GAAP-based Measures	Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$ 180,148		$ (3,609)	(1)	$ 176,539
Customer support	73,374		(1,128)	(1)	72,246
Professional service and other	75,459		(1,756)	(1)	73,703
Amortization of acquired technology-based intangible assets	70,784		(70,784)	(2)	—
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)	1,129,120	73.6 %	77,277	(3)	1,206,397	78.6 %
Operating expenses
Research and development	220,220		(12,767)	(1)	207,453
Sales and marketing	280,263		(13,227)	(1)	267,036
General and administrative	173,264		(7,688)	(1)	165,576
Amortization of acquired customer-based intangible assets	113,925		(113,925)	(2)	—
Special charges (recoveries)	54,166		(54,166)	(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	253,867		279,050	(5)	532,917
Other income (expense), net	(68,784)		68,784	(6)	—
Provision for income taxes	8,054		47,054	(7)	55,108
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	37,675		300,780	(8)	338,455
GAAP-based earnings (loss) per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$ 0.14		$ 1.10	(8)	$ 1.24

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Currencies	% of Revenue	% of Expenses ⁽¹⁾	% of Revenue	% of Expenses ⁽¹⁾
EURO	22 %	12 %	21 %	12 %
GBP	5 %	7 %	5 %	8 %
CAD	3 %	10 %	3 %	11 %
USD	59 %	50 %	61 %	50 %
Other	11 %	21 %	10 %	19 %
Total	100 %	100 %	100 %	100 %

	Nine Months Ended March 31, 2024		Nine Months Ended March 31, 2023
Currencies	% of Revenue	% of Expenses ⁽¹⁾	% of Revenue	% of Expenses ⁽¹⁾
EURO	22 %	12 %	20 %	12 %
GBP	5 %	7 %	5 %	6 %
CAD	3 %	10 %	3 %	12 %
USD	59 %	51 %	63 %	53 %
Other	11 %	20 %	9 %	17 %
Total	100 %	100 %	100 %	100 %


⁽¹⁾	Expenses include all cost of revenues and operating expenses included within the Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges (recoveries).

Net of tax expense (recovery) of ($589) and $15 for the three months ended March 31, 2024 and 2023, respectively; $(704) and $(844) for the nine months ended March 31, 2024 and 2023, respectively.

Net of tax expense (recovery) of $42 and $252 for the three months ended March 31, 2024 and 2023, respectively; $163 and $861 for the nine months ended March 31, 2024 and 2023, respectively.

Net of tax expense (recovery) of $24 and ($238) for the three months ended March 31, 2024 and 2023, respectively; $84 and ($238) for the nine months ended March 31, 2024 and 2023, respectively.

Net of tax expense (recovery) of $— and $(892) for the three months ended March 31, 2024 and 2023, respectively; $110 and $318 for the nine months ended March 31, 2024 and 2023, respectively.

Net of tax expense (recovery) of $50 and $25 for the three months ended March 31, 2024 and 2023, respectively; $175 and $76 for the nine months ended March 31, 2024 and 2023, respectively.