| --- | --- | |---------------------------|-------| | | | | | | | | | | | | | | | | Investor Presentation | | | February 2, 2023 | | | NASDAQ: OTEX \| TSX: OTEX | | Safe Harbor and IP Statement These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to: all statements regarding the expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________________ FORM 10-Q ______________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OPEN TEXT CORPORATION (Exact name of Registrant as specified in its charter) ______________________ Canada 98-0154400 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 275 Frank Tompa Drive, Waterloo, Ontario Canada N2L 0A1 (Addres ...

Open Text Corporation (NASDAQ:OTEX) Q1 2023 Earnings Conference Call November 3, 2022 5:00 PM ET Company Participants Harry Blount - Senior Vice President, Investor Relations Mark Barrenechea - Chief Executive Officer and Chief Technology Officer Madhu Ranganathan - Executive Vice President and Chief Financial Officer Conference Call Participants George Kurosawa - Citi Stephanie Price - CIBC Paul Treiber - RBC Capital Markets Richard Tse - National Bank Financial Thanos Moschopoulos - BMO Capital Markets Da ...

[Part I Financial Information](index=3&type=section&id=Part%20I%20Financial%20Information) This section provides a comprehensive overview of the company's financial performance, condition, and related disclosures for the period [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the three months ended September 30, 2022, including balance sheets, income statements, and cash flow statements, along with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2022, total assets were **$10.08 billion**, total liabilities **$6.23 billion**, and total shareholders' equity **$3.85 billion** Condensed Consolidated Balance Sheets (in thousands) | | September 30, 2022 (in thousands) | June 30, 2022 (in thousands) | | :--- | :--- | :--- | | **Total current assets** | $2,244,054 | $2,285,367 | | **Total assets** | **$10,077,088** | **$10,178,973** | | **Total current liabilities** | $1,577,524 | $1,468,258 | | **Total liabilities** | $6,226,947 | $6,146,713 | | **Total shareholders' equity** | $3,850,141 | $4,032,260 | | **Total liabilities and shareholders' equity** | **$10,077,088** | **$10,178,973** | [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Total revenues increased to **$852.0 million**, but the company reported a net loss of **$116.9 million** due to significant 'Other income (expense), net' for the quarter Condensed Consolidated Statements of Income (in thousands) | Metric | Three Months Ended Sep 30, 2022 (in thousands) | Three Months Ended Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | | **Total revenues** | $852,036 | $832,308 | | **Gross profit** | $593,688 | $574,185 | | **Income from operations** | $146,353 | $182,689 | | **Net income (loss) attributable to OpenText** | **$(116,929)** | **$131,915** | | **Earnings (loss) per share—diluted** | **$(0.43)** | **$0.48** | - The significant swing from net income to net loss was primarily caused by the "Other income (expense), net" line item, which was an expense of **$189.2 million** in Q1 2023 versus an income of **$29.8 million** in Q1 2022[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities decreased to **$132.0 million**, with cash and cash equivalents increasing by **$10.4 million** for the period Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended Sep 30, 2022 (in thousands) | Three Months Ended Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $131,959 | $189,669 | | **Net cash used in investing activities** | $(36,324) | $(26,416) | | **Net cash used in financing activities** | $(57,161) | $(26,054) | | **Increase in cash, cash equivalents and restricted cash** | $10,372 | $127,922 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key disclosures include the proposed **$6.0 billion** Micro Focus acquisition, a **$181.5 million** unrealized derivative loss, and a potential **$470 million** tax dispute with the CRA - On August 25, 2022, the company announced an agreement for an all-cash offer to acquire Micro Focus International PLC for approximately **$6.0 billion**, with the deal expected to close in the first quarter of calendar 2023[28](index=28&type=chunk)[163](index=163&type=chunk) - The company entered into derivative transactions to mitigate foreign currency risks associated with the Micro Focus acquisition, resulting in an unrealized loss of **$181.5 million** for the quarter, which was recognized in "Other income (expense), net"[150](index=150&type=chunk)[152](index=152&type=chunk)[178](index=178&type=chunk) - The company is contesting reassessments from the Canada Revenue Agency (CRA) regarding transfer pricing and asset valuation. An unsuccessful defense could lead to an income tax expense reducing deferred tax assets by up to approximately **$470 million**[125](index=125&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) Revenue by Geography (in thousands) | Revenue by Geography | Three Months Ended Sep 30, 2022 (in thousands) | Three Months Ended Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | | Americas | $557,788 | $519,692 | | EMEA | $228,353 | $244,597 | | Asia Pacific | $65,895 | $68,019 | | **Total revenues** | **$852,036** | **$832,308** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's Q1 FY23 performance, highlighting revenue growth, the GAAP net loss due to derivative losses, the 'Total Growth' strategy, liquidity, and debt facilities for the Micro Focus acquisition [Executive Overview](index=41&type=section&id=EXECUTIVE%20OVERVIEW) Total revenue grew **2.4%** to **$852.0 million**, with annual recurring revenues up **4.4%** to **$722.0 million**, but a GAAP net loss of **$116.9 million** was reported Key Financial Metrics (in millions) | Metric | Q1 FY2023 (in millions) | YoY Change | | :--- | :--- | :--- | | Total Revenue | $852.0M | +2.4% | | Annual Recurring Revenue | $722.0M | +4.4% | | Cloud Services & Subscriptions Revenue | $404.7M | +13.5% | | GAAP Net Income (Loss) | $(116.9)M | N/A (vs. $131.9M income) | | Adjusted EBITDA | $304.0M | -6.0% | | Operating Cash Flow | $132.0M | -30.4% | - The company's "Total Growth" strategy focuses on organic initiatives, innovation, and acquisitions to increase recurring revenues, expand margins, and drive overall cash flow generation[207](index=207&type=chunk) [Results of Operations](index=44&type=section&id=RESULTS%20OF%20OPERATIONS) Total revenue growth was driven by a **13.5%** increase in Cloud services and subscriptions, offset by decreases in Customer support and License revenue, leading to a GAAP net loss - Cloud services and subscriptions revenues increased by **13.5%** (**16.9%** in constant currency), primarily driven by incremental revenues from acquisitions[222](index=222&type=chunk) - Customer support revenues decreased by **5.3%** but increased by **0.5%** after factoring in a **$19.5 million** unfavorable impact from foreign exchange rate changes[228](index=228&type=chunk) - Sales and marketing expenses increased by **$20.9 million**, and Research and development expenses increased by **$10.0 million** compared to the prior-year period, partly due to recent acquisitions[242](index=242&type=chunk)[246](index=246&type=chunk) Reconciliation of GAAP to Non-GAAP EPS (per share) | Reconciliation of GAAP to Non-GAAP EPS | Three Months Ended Sep 30, 2022 (per share) | | :--- | :--- | | GAAP-based earnings (loss) per share - diluted | $(0.43) | | Adjustments (Amortization, SBC, etc.) | $1.20 | | **Non-GAAP-based earnings per share - diluted** | **$0.77** | [Liquidity and Capital Resources](index=58&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company maintained **$1.70 billion** in cash, with operating cash flow at **$132.0 million**, and secured **$4.585 billion** in new debt for the Micro Focus acquisition - Operating cash flow decreased by **$57.7 million** to **$132.0 million** compared to the same period last year[291](index=291&type=chunk)[295](index=295&type=chunk) - To finance the Micro Focus acquisition, the company secured a **$2.585 billion** Acquisition Term Loan and a **$2.0 billion** Bridge Loan[339](index=339&type=chunk)[345](index=345&type=chunk) - The company declared and paid cash dividends of **$0.24299 per share**, totaling **$64.7 million** for the quarter[300](index=300&type=chunk) Contractual Obligations (in thousands) | Contractual Obligations | Total (in thousands) | Next 9 Months (in thousands) | 1-3 Years (in thousands) | 3-5 Years (in thousands) | Beyond 5 Years (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Long-term debt obligations | $5,336,028 | $134,121 | $1,289,157 | $263,500 | $3,649,250 | | Operating lease obligations | $281,067 | $50,268 | $103,186 | $62,269 | $65,344 | | Purchase obligations | $93,168 | $36,137 | $44,352 | $12,679 | $0 | [Quantitative and Qualitative Disclosures About Market Risk](index=69&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces significant interest rate risk on its **$955.0 million** Term Loan B and foreign currency risk from derivatives, with **$515.5 million** cash held in foreign currencies - The company has significant exposure to interest rate risk on its **$955.0 million** Term Loan B, where a **1%** rate increase would raise annual interest payments by approximately **$9.6 million**[378](index=378&type=chunk) - Derivative transactions for the Micro Focus acquisition create substantial foreign currency risk. A **one-cent** change in the British Pound to U.S. dollar forward exchange rate would cause a **$22.7 million** change in the mark-to-market valuation of outstanding forward contracts[386](index=386&type=chunk) - The company holds a significant portion of its cash in foreign currencies, with a total of **$515.5 million** in U.S. dollar equivalent as of September 30, 2022, exposing it to translation risk[390](index=390&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[391](index=391&type=chunk) - No material changes to internal control over financial reporting were identified during the fiscal quarter ended September 30, 2022[392](index=392&type=chunk) [Part II Other Information](index=72&type=section&id=Part%20II%20Other%20Information) This section details additional information, primarily focusing on the significant risks associated with the proposed Micro Focus acquisition [Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) Key risks for the Micro Focus acquisition include potential failure to complete, inability to realize synergies, integration challenges, substantial new debt, and significant transaction costs - There is a risk that the Micro Focus acquisition may not be consummated or that the company may fail to realize the anticipated benefits and synergies due to complex integration challenges[396](index=396&type=chunk)[398](index=398&type=chunk) - The incurrence of substantial indebtedness to finance the acquisition could adversely impact liquidity, limit flexibility in responding to business opportunities, and increase vulnerability to adverse economic conditions[402](index=402&type=chunk)[405](index=405&type=chunk) - The company has incurred and will continue to incur significant transaction costs, including fees for financing and mark-to-market losses on derivatives, which could adversely affect results of operations[408](index=408&type=chunk)

| --- | --- | --- | |-------|---------------------------|-------| | | | | | | | | | | | | | | | | | | | | | | Investor Presentation | | | | August 4, 2022 | | | | | | | | | | | | NASDAQ: OTEX \| TSX: OTEX | | Safe Harbor and IP Statement This presentation contains forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws of the United States and Canada. All statemen ...

Open Text Corporation (NASDAQ:OTEX) Q4 2022 Earnings Conference Call August 4, 2022 5:00 PM ET Company Participants Harry Blount – Senior Vice President-Investor Relations Mark Barrenechea – Vice Chair, Chief Executive Officer and Chief Technology Officer Madhu Ranganathan – Executive Vice President and Chief Financial Officer Conference Call Participants Stephanie Price – CIBC World Markets Raimo Lenschow – Barclays Richard Tse – National Bank Financial Thanos Moschopoulos – BMO Capital Markets Paul Treibe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________________ FORM 10-K ______________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-27544 ______________________________________ OPEN TEXT CORPORATION (Exact name of Registrant as specifie ...

Financial Data and Key Metrics Changes - Revenue for the first half of 2022 was $1.3 billion, reflecting a constant currency decline of 6.8% year-on-year, excluding Digital Safe [9][10] - Adjusted EBITDA was $437 million, with a margin of 35%, supported by a cost reduction program [9][12] - Free cash flow generation increased by 36% to $190 million compared to the first half of 2021 [9][21] - Net debt reduced by over $0.5 billion since October, with leverage decreasing by 0.3 times [10][26] Business Line Data and Key Metrics Changes - License revenue declined by 7.9%, attributed to volatility in large transactions within mature portfolios [15] - Maintenance revenue improved by 2 percentage points from the exit run rate in the previous year, though still below medium-term ambitions [16] - SaaS revenue increased by 8.7%, marking the third consecutive period of improvement, with expectations for future double-digit growth [17] - Consulting revenue declined by 8.5%, consistent with license revenue trends [18] Market Data and Key Metrics Changes - The suspension of operations in Russia impacted revenue by approximately 0.3% in the half [14] - The U.S. dollar's strength against major currencies resulted in a 2% headwind on revenue and a 4% headwind on adjusted EBITDA [11] Company Strategy and Development Direction - The company is focused on enhancing high-quality recurring SaaS and subscription revenue, with progress noted in key areas [5][8] - Strategic priorities include stabilizing revenue, generating strong cash flows, and reducing leverage while adapting to macroeconomic challenges [42][43] - The company aims to improve operational agility and efficiency through cost-saving programs and restructuring [40][41] Management's Comments on Operating Environment and Future Outlook - Management noted increased scrutiny on project approvals and longer decision-making cycles among customers due to a constrained economic environment [56] - There is an expectation of moderation in labor market attrition rates, with recent stabilization observed [58] - The company remains committed to mitigating the impact of macroeconomic headwinds while focusing on strategic objectives for FY 2023 [42][66] Other Important Information - The company completed the sale of Digital Safe, using proceeds to pay down debt [10] - An interim dividend of $0.08 was proposed [10] Q&A Session Summary Question: Interest charge modeling and inflation-related pricing strategies - Management explained that license business is project-driven, focusing on deal negotiations rather than list prices, with pricing opportunities pursued during renewals [47][48] - For the interest charge, the P&L is expected to be higher due to upfront fees on refinancing, with an estimated increase of $20 million to $25 million [49] Question: Customer behavior and staff attrition rates - Management observed increased scrutiny on project sign-offs and longer decision-making cycles, indicating a cautious customer environment [56] - Attrition rates have been stabilizing, with expectations of moderation in the labor market [58] Question: Maintenance retention rates - Management reported improvements in retention rates across the portfolio, with ongoing efforts to address specific issues in sub-portfolios [62]

opentext" Investor Presentation NASDAQ: OTEX | TSX: OTEX May 4, 2022 Safe Harbor and IP Statement This presentation contains forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws of the United States and Canada. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When we use words such as "anti ...

Open Text Corporation (NASDAQ:OTEX) Q3 2022 Earnings Conference Call May 4, 2022 5:00 PM ET Company Participants Harry Blount – Senior Vice President, Investor Relations Mark J. Barrenechea – Chief Executive Officer and Chief Technology Officer Madhu Ranganathan – Executive Vice President and Chief Financial Officer Conference Call Participants Stephanie Price – CIBC Thanos Moschopoulos – BMO Capital Markets James Burns – National Bank Financial Paul Treiber – RBC Capital Markets Operator Thank you for stan ...