Exhibit 99.1
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.
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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:
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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 | ||||
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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
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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 | |||||
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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 | ||||||||||||
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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 | ||||||||
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