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8-K - 8-K - OPEN TEXT CORPa8-kq2x13.htm


Exhibit 99.1

Open Text Reports Second Quarter Fiscal Year 2013 Financial Results
Waterloo, ON, Jan. 24, 2013 - Open Text(TM) Corporation (NASDAQ:OTEX) (TSX: OTC), announced today its financial results for the second quarter ended December 31, 2012.
Financial Highlights for Q2 FY13 (1)
Total revenue for the period was $352.2 million, up 10% Y/Y
License revenue was $76.1 million, compared to $89.7 million last year
Cloud services revenue was $46.2 million
Non-GAAP-based EPS, diluted was $1.58 compared to $1.39 Y/Y, up 14% Y/Y; GAAP-based EPS, diluted was $1.04 compared to $0.81 Y/Y (2)
Non-GAAP-based operating income was $113.0 million and 32.1% of revenues; GAAP-based income from operations was $67.2 million and 19% of revenues (2)
Operating cash flow was $74.7 million compared to $44.7 million up 67%Y/Y, with an ending cash balance of $367.3 million.

“We performed well in the quarter, delivering the highest quarterly revenue, non-GAAP operating margin, and non-GAAP EPS in the Company's history," said OpenText CEO Mark J. Barrenechea. "We continue to invest in expanding our sales force and building new products, balanced with strong earnings. I am confident these investments will yield results."

"We are committed to leading the market with the broadest range of EIM software and services, both on premise and in the cloud."


Business Highlights

Financial, services, technology and basic materials industries saw the most demand
5 license transactions over $1 million and 11 license transactions between $500K and $1 million in the second quarter
Customer successes in the second quarter include Husch Blackwell Sanders, Defense Logistics Agency, LG&E and KU Services Company, Howard County Maryland, Mitsubishi Electric Information Systems, Sprint and Lincolnshire County Council
OpenText delivers Enterprise Information Management apps for Windows® 8
OpenText offers software trade-in for Autonomy customers
Latest release of OpenText Managed File Transfer helps customers reduce information exchange risks
OpenText delivers Tempo Social and Tempo Box in the cloud
OpenText unveils EIM cloud
OpenText announces InfoFusion
Leading analyst firm validates OpenText as leader in growing global enterprise fax software and services markets
OpenText expands in India: growing customer base, expanded R&D capacity
Leading organizations in India increasingly adopt OpenText's cloud services and solutions to help accelerate growth and revenue
  


1



Summary of Quarterly Results
 
 
 
 
 
 
 
 
Q2 FY13
Q1 FY13
Q2 FY12
% Change (Q/Q) 
 
 
% Change (Y/Y) 
 
 
Revenue (million)
$352.2
$326.2
$321.5
8.0%
 
9.6%
 
GAAP-based gross margin
65.2%
63.0%
67.1%
220
bps
(190)
bps
GAAP-based operating income margin
19.1%
12.3%
17.2%
680
bps
190
bps
GAAP-based EPS, diluted
$1.04
$0.33
$0.81
215.2%
 
28.4%
 
Non-GAAP-based gross margin (2)
71.8%
70.4%
73.8%
140
bps
(200)
bps
Non-GAAP-based operating margin (2)
32.1%
28.7%
30.7%
340
bps
140
bps
Non-GAAP-based EPS, diluted (2)
$1.58
$1.31
$1.39
20.6%
 
13.7%
 

Summary of Year to Date Results
 
 
 
 
 
 
 
Q2 FY13
Q1 FY13
Q2 FY12
 
% Change (Y/Y) (bps)
 
Revenue (million)
$678.4
$326.2
$609.5
 
11.3%
 
GAAP-based gross margin
64.1%
63.0%
66.0%
 
(190)
bps
GAAP-based operating income margin
15.8%
12.3%
13.5%
 
230
bps
GAAP-based EPS, diluted
$1.37
$0.33
$1.41
 
(2.8)%
 
Non-GAAP-based gross margin (2)
71.1%
70.4%
73.0%
 
(190)
bps
Non-GAAP-based operating margin (2)
30.5%
28.7%
28.1%
 
240
bps
Non-GAAP-based EPS, diluted (2)
$2.89
$1.31
$2.42
 
19.4%
 

Conference Call Information

The public is invited to listen to the earnings conference call at 5:00 p.m. ET (2:00 p.m. PT) by dialing 800-814-4859 (toll-free) or 416-644-3414 (international). Please dial-in 15 minutes ahead of time to ensure proper connection. Alternatively, a live webcast of the earnings conference call will be available on the Investor Relations section of the Company's website at http://www.opentext.com/2/global/ex_event.html?evtype=events&id=701D0000000VhlpIAC .

An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until 11:59 p.m. on February 7, 2013 and can be accessed by dialing 877-289-8525 (toll-free) or 416-640-1917 (international) and entering the confirmation code: 4588113 followed by the number sign.

Please see below note (2) for a reconciliation of non-US GAAP- based financial measures used in this press release, to US GAAP based financial measures.


About OpenText
OpenText is the largest independent software provider of Enterprise Information Management (EIM). For more information please visit www.opentext.com.

2



Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements about the financial conditions, and results of operations and earnings for Open Text Corporation (“OpenText” or “the Company”), may contain words such as “could”, “expects”, “may”, “should”, “will”, “anticipates”, “believes”, “intends”, “estimates”, “targets”, “plans”, “envisions”, “seeks” and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on the Company'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. The Company's assumptions, although considered reasonable by the Company at the date of this press release, may prove to be inaccurate and consequently the Company's actual results could differ materially from the expectations set out herein.
Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText 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 EIM market; (vi) the Company's competitive position in the EIM 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 EIM 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; and (ix) demand for the Company's products.
For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:

United States:

Greg Secord
Vice President, Investor Relations
Open Text Corporation
San Francisco: (415) 963-0825
New York: (646) 843-5621
gsecord@opentext.com

Canada:

Sonya Mehan
Senior Manager, Investor Relations
Open Text Corporation
519-888-7111 ext. 2446
smehan@opentext.com


Copyright ©2013 Open Text Corporation. OpenText is a trademark or registered trademark of Open Text SA and/or Open Text ULC. 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 SA or other respective owners. All rights reserved. For more information, visit: http://www.opentext.com/2/global/site-copyright.html_SKU.


3



OPEN TEXT CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)
 
December 31, 2012
 
June 30, 2012
 
(unaudited)
 
 
ASSETS
 
 
 
Cash and cash equivalents
$
367,258

 
$
559,747

Accounts receivable trade, net of allowance for doubtful accounts of $6,031 as of December 31, 2012 and $5,655 as of June 30, 2012
168,073

 
163,664

Income taxes recoverable
19,845

 
17,849

Prepaid expenses and other current assets
45,157

 
44,011

Deferred tax assets
14,101

 
4,003

Total current assets
614,434

 
789,274

Property and equipment
83,135

 
81,157

Goodwill
1,212,657

 
1,040,234

Acquired intangible assets
428,361

 
312,563

Deferred tax assets
141,736

 
115,128

Other assets
22,659

 
23,739

Deferred charges
62,095

 
68,653

Long-term income taxes recoverable
12,128

 
13,545

Total assets
$
2,577,205

 
$
2,444,293

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
177,979

 
$
131,734

Current portion of long-term debt
45,136

 
41,374

Deferred revenues
240,347

 
273,987

Income taxes payable
13,037

 
27,806

Deferred tax liabilities
1,203

 
1,612

Total current liabilities
477,702

 
476,513

Long-term liabilities:
 
 
 
Accrued liabilities
19,144

 
14,247

Deferred credits
8,950

 
10,086

Pension liability
25,042

 
22,074

Long-term debt
536,250

 
555,000

Deferred revenues
12,218

 
12,653

Long-term income taxes payable
151,888

 
147,623

Deferred tax liabilities
75,672

 
26,705

Total long-term liabilities
829,164

 
788,388

Shareholders' equity:
 
 
 
Share capital
 
 
 
58,570,575 and 58,358,990 Common Shares issued and outstanding at December 31, 2012 and June 30, 2012, respectively; Authorized Common Shares: unlimited
641,684

 
635,321

Additional paid-in capital
92,463

 
95,026

Accumulated other comprehensive income
42,661

 
44,364

Retained earnings
522,605

 
442,068

Treasury stock, at cost (610,878 and 793,494 shares at December 31, 2012 and at June 30, 2012, respectively)
(29,074
)
 
(37,387
)
Total shareholders' equity
1,270,339

 
1,179,392

Total liabilities and shareholders' equity
$
2,577,205

 
$
2,444,293

 

4




OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
(unaudited) 
 
 
 
Three Months Ended
December 31,
 
Six Months Ended December 31,
 
 
2012
 
2011
 
2012
 
2011
Revenues:
 
 
 
 
 
 
 
 
License
 
$
76,125

 
$
89,703

 
$
131,781

 
$
154,731

Cloud services
 
46,151

 

 
91,035

 

Customer support
 
164,658

 
165,386

 
326,754

 
327,383

Professional service and other
 
65,246

 
66,367

 
128,804

 
127,388

Total revenues
 
352,180

 
321,456

 
678,374

 
609,502

Cost of revenues:
 
 
 
 
 
 
 
 
License
 
5,331

 
5,370

 
9,499

 
9,368

Cloud services
 
18,261

 

 
36,544

 

Customer support
 
28,277

 
28,468

 
54,100

 
54,737

Professional service and other
 
47,664

 
50,604

 
96,246

 
100,955

Amortization of acquired technology-based intangible assets
 
23,191

 
21,253

 
46,973

 
42,043

Total cost of revenues
 
122,724

 
105,695

 
243,362

 
207,103

Gross profit
 
229,456

 
215,761

 
435,012

 
402,399

Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
38,718

 
42,652

 
78,624

 
86,110

Sales and marketing
 
67,977

 
68,451

 
132,492

 
133,331

General and administrative
 
30,005

 
25,126

 
58,138

 
50,887

Depreciation
 
6,105

 
5,634

 
12,214

 
10,892

Amortization of acquired customer-based intangible assets
 
17,147

 
13,445

 
34,399

 
26,486

Special charges
 
2,269

 
5,221

 
11,823

 
12,326

Total operating expenses
 
162,221

 
160,529

 
327,690

 
320,032

Income from operations
 
67,235

 
55,232

 
107,322

 
82,367

Other income (expense), net
 
1,541

 
2,637

 
1,470

 
11,949

Interest expense, net
 
(4,515
)
 
(3,607
)
 
(8,883
)
 
(6,393
)
Income before income taxes
 
64,261

 
54,262

 
99,909

 
87,923

Provision for income taxes
 
3,153

 
6,819

 
19,372

 
5,494

Net income for the period
 
$
61,108

 
$
47,443

 
$
80,537

 
$
82,429

Earnings per share—basic
 
$
1.04

 
$
0.82

 
$
1.38

 
$
1.43

Earnings per share—diluted
 
$
1.04

 
$
0.81

 
$
1.37

 
$
1.41

Weighted average number of Common Shares outstanding—basic
 
58,503

 
57,846

 
58,473

 
57,642

Weighted average number of Common Shares outstanding—diluted
 
58,983

 
58,672

 
58,961

 
58,647



5



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



 
Three Months Ended
December 31,
 
Six Months Ended December 31,
 
2012
 
2011
 
2012
 
2011
Net income for the period
$
61,108

 
$
47,443

 
$
80,537

 
$
82,429

Other comprehensive income—net of tax:
 
 
 
 
 
 
 
Net foreign currency translation adjustments
(989
)
 
(1,354
)
 
(1,465
)
 
(11,972
)
Net unrealized gain (loss) on cash flow hedges
(1,453
)
 
3,132

 
491

 
(2,070
)
Net actuarial gain (loss) relating to defined benefit pension plans
(620
)
 
342

 
(729
)
 
(206
)
Total other comprehensive income (loss), net, for the period
$
(3,062
)
 
$
2,120

 
$
(1,703
)
 
$
(14,248
)
Total comprehensive income
$
58,046

 
$
49,563

 
$
78,834

 
$
68,181



6




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


 
Three Months Ended
December 31,
 
Six Months Ended
December 31,
 
2012
 
2011
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income for the period
$
61,108

 
$
47,443

 
$
80,537

 
$
82,429

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization of intangible assets
46,443

 
40,332

 
93,586

 
79,421

Share-based compensation expense
3,174

 
3,397

 
6,276

 
8,241

Excess tax benefits on share-based compensation expense
(259
)
 
(163
)
 
(611
)
 
(495
)
Pension expense
228

 
169

 
470

 
306

Amortization of debt issuance costs
535

 
248

 
1,072

 
578

Amortization of deferred charges and credits
2,929

 
2,707

 
5,858

 
5,379

Loss on sale and write down of property and equipment
22

 
34

 
24

 
203

Deferred taxes
(2,013
)
 
7,891

 
(1,152
)
 
(6,958
)
Impairment and other non cash charges

 
2,700

 

 
1,345

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
964

 
(21,681
)
 
20,406

 
(27
)
Prepaid expenses and other current assets
(1,640
)
 
2,199

 
1,384

 
8,041

Income taxes
(18,261
)
 
(12,141
)
 
(13,888
)
 
2,883

Deferred charges and credits

 
(5,607
)
 
(436
)
 
(14,653
)
Accounts payable and accrued liabilities
(365
)
 
4,608

 
(20,620
)
 
(16,799
)
Deferred revenue
(18,668
)
 
(24,808
)
 
(36,738
)
 
(57,806
)
Other assets
497

 
(2,630
)
 
289

 
(2,042
)
Net cash provided by operating activities
74,694

 
44,698

 
136,457

 
90,046

Cash flows from investing activities:
 
 
 
 
 
 
 
Additions of property and equipment
(4,879
)
 
(8,785
)
 
(9,917
)
 
(16,687
)
Purchase of patents

 
(193
)
 

 
(193
)
Purchase of System Solutions Australia Pty Limited, net of cash acquired
(516
)
 
(1,524
)
 
(516
)
 
(1,524
)
Purchase of Operitel Corporation, net of cash acquired

 

 

 
(6,260
)
Purchase of Global 360 Holding Corp., net of cash acquired

 
2,058

 

 
(245,653
)
Purchase of EasyLink Services International Corporation, net of cash acquired

 

 
(315,331
)
 

Purchase consideration for prior period acquisitions
(214
)
 
(335
)
 
(431
)
 
(609
)
Net cash used in investing activities
(5,609
)
 
(8,779
)
 
(326,195
)
 
(270,926
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Excess tax benefits on share-based compensation expense
259

 
163

 
611

 
495

Proceeds from issuance of Common Shares
2,409

 
3,424

 
6,402

 
11,261

Purchase of Treasury Stock

 

 

 

Proceeds from long-term debt and revolver

 
600,000

 

 
648,500

Repayment of long-term debt and revolver
(7,671
)
 
(332,940
)
 
(15,338
)
 
(333,856
)
Debt issuance costs

 
(9,309
)
 

 
(9,309
)
Net cash provided by (used in) financing activities
(5,003
)
 
261,338

 
(8,325
)
 
317,091

Foreign exchange gain (loss) on cash held in foreign currencies
941

 
(2,640
)
 
5,574

 
(6,440
)
Increase (decrease) in cash and cash equivalents during the period
65,023

 
294,617

 
(192,489
)
 
129,771

Cash and cash equivalents at beginning of the period
302,235

 
119,294

 
559,747

 
284,140

Cash and cash equivalents at end of the period
$
367,258

 
$
413,911

 
$
367,258

 
$
413,911



7



Notes
(1)
All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.
(2)
Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with 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 future 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 (unaudited) reconciliations of US GAAP based financial measures to non-US GAAP based financial measures for the following periods presented:



8



Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended December 31, 2012.
($ in thousands except for per share amounts)
 
Three Months Ended
December 31, 2012
 
GAAP-based
Measures 
Adjustments 
Note
Non-GAAP-based
Measures 
Cost of revenues
 
 
 
 
Cloud services
18,261

(30
)
(1
)
18,231

Customer Support
28,277

(107
)
(1
)
28,170

Professional Service and Other
47,664

(188
)
(1
)
47,476

Amortization of acquired technology-based intangible assets
23,191

(23,191
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
229,456

23,516

 
252,972

Operating Expenses
 

 

 
 

Research and development
38,718

(331
)
(1
)
38,387

Sales and marketing
67,977

(1,653
)
(1
)
66,324

General and administrative
30,005

(865
)
(1
)
29,140

Amortization of acquired customer-based intangible assets
17,147

(17,147
)
(2
)

Special charges
2,269

(2,269
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
67,235

45,781

 
113,016

Other income (expense), net
1,541

(1,541
)
(4
)

Provision for income taxes
3,153

12,037

(5
)
15,190

GAAP-based net income for the period/ Non-GAAP-based net income
61,108

32,203

(6
)
93,311

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
1.04

$
0.54

(6
)
$
1.58

(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 5% 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:  

9



 
Three Months Ended
December 31, 2012
 
 
Per share  

Non-GAAP-based net income
$
93,311

$
1.58

Less:
 
 
Amortization
40,338

0.68

Share-based compensation
3,174

0.05

Special charges
2,269

0.04

Other (income) expense, net
(1,541
)
(0.03
)
GAAP-based provision for income taxes
3,153

0.05

Non-GAAP based provision for income taxes
(15,190
)
(0.25
)
GAAP-based net income
$
61,108

$
1.04


10



Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the six months ended December 31, 2012.
($ in thousands except for per share amounts)
 
Six Months Ended
December 31, 2012
 
GAAP-based
Measures 
Adjustments 
Note
Non-GAAP-based
Measures
Cost of revenues
 
 
 
 
Cloud services
36,544

(30
)
(1
)
36,514

Customer Support
54,100

(145
)
(1
)
53,955

Professional Service and Other
96,246

(365
)
(1
)
95,881

Amortization of acquired technology-based intangible assets
46,973

(46,973
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
435,012

47,513

 
482,525

Operating Expenses
 

 

 
 

Research and development
78,624

(669
)
(1
)
77,955

Sales and marketing
132,492

(3,319
)
(1
)
129,173

General and administrative
58,138

(1,748
)
(1
)
56,390

Amortization of acquired customer-based intangible assets
34,399

(34,399
)
(2
)

Special charges
11,823

(11,823
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
107,322

99,471

 
206,793

Other income (expense), net
1,470

(1,470
)
(4
)

Provision for income taxes
19,372

8,335

(5
)
27,707

GAAP-based net income for the period/ Non-GAAP-based net income
80,537

89,666

(6
)
170,203

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
1.37

$
1.52

(6
)
$
2.89

(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 19% 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: 

11



 
Six Months Ended
December 31, 2012
 
 
Per share  

Non-GAAP-based net income
$
170,203

$
2.89

Less:
 
 
Amortization
81,372

1.38

Share-based compensation
6,276

0.11

Special charges
11,823

0.20

Other (income) expense, net
(1,470
)
(0.02
)
GAAP-based provision for income taxes
19,372

0.33

Non-GAAP based provision for income taxes
(27,707
)
(0.48
)
GAAP-based net income
$
80,537

$
1.37


12



Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended September 30, 2012.
($ in thousands except for per share amounts)
 
Three Months Ended
September 30, 2012
 
GAAP-based
Measures
Adjustments 
Note
Non-GAAP-based
Measures 
Cost of revenues
 
 
 
 
Customer Support
25,823

(38
)
(1
)
25,785

Professional Service and Other
48,582

(177
)
(1
)
48,405

Amortization of acquired technology-based intangible assets
23,782

(23,782
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
205,556

23,997

 
229,553

Operating Expenses
 

 

 
 

Research and development
39,906

(338
)
(1
)
39,568

Sales and marketing
64,515

(1,666
)
(1
)
62,849

General and administrative
28,133

(883
)
(1
)
27,250

Amortization of acquired customer-based intangible assets
17,252

(17,252
)
(2
)

Special charges
9,554

(9,554
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
40,087

53,690

 
93,777

Other income (expense), net
(71
)
71

(4
)

Provision for income taxes
16,219

(3,702
)
(5
)
12,517

GAAP-based net income for the period/ Non-GAAP-based net income
19,429

57,463

(6
)
76,892

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
0.33

$
0.98

(6
)
$
1.31

(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 45% 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
September 30, 2012
 
 
Per share  

Non-GAAP-based net income
$
76,892

$
1.31

Less:
 
 
Amortization
41,034

0.70

Share-based compensation
3,102

0.05

Special charges
9,554

0.16

Other (income) expense, net
71


GAAP-based provision for income taxes
16,219

0.28

Non-GAAP based provision for income taxes
(12,517
)
(0.21
)
GAAP-based net income
$
19,429

$
0.33


13



Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended December 31, 2011.
($ in thousands except for per share amounts)
 
Three Months Ended
December 31, 2011
 
GAAP-based
measures 
Adjustments 
 
Note
Non-GAAP-based
measures 
Cost of Revenues:
 
 
 
 
Customer Support
28,468

(34
)
(1
)
28,434

Professional Service and Other
50,604

(106
)
(1
)
50,498

Amortization of acquired technology-based intangible assets
21,253

(21,253
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
215,761

21,393

 
237,154

Operating Expenses
 
 
 
 
Research and development
42,652

(768
)
(1
)
41,884

Sales and marketing
68,451

(1,676
)
(1
)
66,775

General and administrative
25,126

(813
)
(1
)
24,313

Amortization of acquired customer-based intangible assets
13,445

(13,445
)
(2
)

Special charges
5,221

(5,221
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
55,232

43,316

 
98,548

Other income (expense), net
2,637

(2,637
)
(4
)

Provision for income taxes
6,819

6,472

(5
)
13,291

GAAP-based net income for the period/ Non-GAAP-based net income
47,443

34,207

(6
)
81,650

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
0.81

$
0.58

(6
)
$
1.39

(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 13% 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
December 31, 2011
 
 
Per share  

Non-GAAP-based net income
$
81,650

$
1.39

Less:
 
 
Amortization
34,698

0.59

Share-based compensation
3,397

0.06

Special charges
5,221

0.09

Other (income) expense, net
(2,637
)
(0.04
)
GAAP-based provision for income taxes
6,819

0.12

Non-GAAP based provision for income taxes
(13,291
)
(0.24
)
GAAP-based net income
$
47,443

$
0.81


14



Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the six months ended December 31, 2011.
($ in thousands except for per share amounts)
 
Six Months Ended
December 31, 2011
 
GAAP-based
measures  
Adjustments 
 
Note
Non-GAAP-based
measures 
Cost of Revenues:
 
 
 
 
Customer Support
54,737

(58
)
(1
)
54,679

Professional Service and Other
100,955

(205
)
(1
)
100,750

Amortization of acquired technology-based intangible assets
42,043

(42,043
)
(2
)

GAAP-based gross profit/ Non-GAAP-based gross profit
402,399

42,306

 
444,705

Operating Expenses
 
 
 
 
Research and development
86,110

(1,844
)
(1
)
84,266

Sales and marketing
133,331

(3,446
)
(1
)
129,885

General and administrative
50,887

(2,687
)
(1
)
48,200

Amortization of acquired customer-based intangible assets
26,486

(26,486
)
(2
)

Special charges
12,326

(12,326
)
(3
)

GAAP-based income from operations/ Non-GAAP-based operating income
82,367

89,095

 
171,462

Other income (expense), net
11,949

(11,949
)
(4
)

Provision for income taxes
5,494

17,615

(5
)
23,109

GAAP-based net income for the period/ Non-GAAP-based net income
82,429

59,531

(6
)
141,960

GAAP-based earnings per share/ Non GAAP-based earnings per share-diluted
$
1.41

$
1.01

(6
)
$
2.42

(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 6% 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:
 
 
Six Months Ended
December 31, 2011
 
 
Per share  

Non-GAAP-based net income
$
141,960

$
2.42

Less:
 
 
Amortization
68,529

1.17

Share-based compensation
8,240

0.14

Special charges
12,326

0.21

Other (income) expense, net
(11,949
)
(0.20
)
GAAP-based provision for income taxes
5,494

0.10

Non-GAAP based provision for income taxes
(23,109
)
(0.41
)
GAAP-based net income
$
82,429

$
1.41


15



(3)
The following table provides a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three and six months ended December 31, 2012:
 
 
Three Months Ended
December 31, 2012
Currencies
 
% of Revenue 
 
% of Expenses* 
 
EURO
26
%
16
%
GBP
8
%
8
%
CAD
6
%
19
%
USD
48
%
43
%
Other
12
%
14
%
Total
100
%
100
%

 
Six Months Ended
December 31, 2012
Currencies
 
% of Revenue 
 
% of Expenses* 
 
EURO
25
%
16
%
GBP
8
%
8
%
CAD
6
%
18
%
USD
49
%
44
%
Other
12
%
14
%
Total
100
%
100
%

 
*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.

16