Open Text Reports Second Quarter Fiscal Year 2013 Financial Results

     Open Text Reports Second Quarter Fiscal Year 2013 Financial Results

PR Newswire

WATERLOO, ON, Jan. 24, 2013

WATERLOO, ON, Jan. 24, 2013 /PRNewswire/ - Open Text^(TM) Corporation
(NASDAQ:OTEX) (TSX: OTC), announced today its financial results for the second
quarter ended December31, 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

                                                                     
Summary of
Quarterly
Results                                                               
                                        %Change(Q/Q)     %Change(Y/Y)
                 Q2 FY13 Q1 FY13 Q2 FY12                                 
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                                         
                                                          % Change (Y/Y)   
                                  Q2 FY13 Q1 FY13 Q2 FY12       (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                                               bps
margin                             15.8%   12.3%   13.5%         230
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 [                                         bps
(2)]                               30.5%   28.7%   28.1%         240
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 seebelow note (2)for a reconciliation of non-USGAAP- based financial
measures used in this press release, to USGAAP 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.

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.

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.

                            OPEN TEXT CORPORATION
                         CONSOLIDATED BALANCE SHEETS
              (In thousands of U.S. dollars, except share data)
                                              December31, 2012 June30, 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
December31,
2012 and $5,655 as of June30, 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 December31, 2012
   andJune30, 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 December31, 2012 and at
   June30,
   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 

                            OPEN TEXT CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
       (In thousands of U.S. dollars, except share and per share data)
                                (unaudited) 
                          Three Months Ended     Six Months Ended December
                               December 31,                    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    65,246     66,367     128,804     127,388 
   and other
       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    47,664     50,604      96,246     100,955 
   and other
  Amortization of         23,191     21,253      46,973      42,043 
   acquired
   technology-based
   intangible assets
       Total cost of    122,724    105,695     243,362     207,103 
         revenues
Gross profit              229,456    215,761     435,012     402,399 
Operating expenses:                                                  
  Research and            38,718     42,652      78,624      86,110 
   development
  Sales and marketing     67,977     68,451     132,492     133,331 
  General and             30,005     25,126      58,138      50,887 
   administrative
  Depreciation             6,105      5,634      12,214      10,892 
  Amortization of         17,147     13,445      34,399      26,486 
   acquired
   customer-based
   intangible assets
  Special charges          2,269      5,221      11,823      12,326 
       Total            162,221    160,529     327,690     320,032 
         operating
         expenses
Income from operations     67,235     55,232     107,322      82,367 
Other income (expense),     1,541      2,637       1,470      11,949 
net
Interest expense, net     (4,515)    (3,607)     (8,883)     (6,393) 
Income before income       64,261     54,262      99,909      87,923 
taxes
Provision for income        3,153      6,819      19,372       5,494 
taxes
Net income for the       $ 61,108   $ 47,443   $  80,537   $  82,429 
period
Earnings per             $   1.04   $   0.82   $    1.38   $    1.43 
share—basic
Earnings per             $   1.04   $   0.81   $    1.37   $    1.41 
share—diluted
Weighted average number    58,503     57,846      58,473      57,642 
of Common Shares
outstanding—basic
Weighted average number    58,983     58,672      58,961      58,647 
of Common Shares
outstanding—diluted

                            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    $  61,108   $ 47,443    $   80,537    $   82,429 
period
Other comprehensive                                                    
income—net of tax:
 Net foreign             (989)    (1,354)       (1,465)      (11,972) 
  currency
  translation
  adjustments
 Net unrealized gain   (1,453)      3,132           491       (2,070) 
  (loss) on cash flow
  hedges
 Net actuarial gain      (620)        342         (729)         (206) 
  (loss) relating to
  defined benefit
  pension plans
Total other           $ (3,062)   $  2,120    $  (1,703)    $ (14,248) 
comprehensive income
(loss), net, for the
period
Total comprehensive   $  58,046   $ 49,563    $   78,834    $   68,181 
income

                            OPEN TEXT CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (In thousands of U.S. dollars)
                                 (unaudited)
                           Three Months Ended          Six Months Ended
                               December 31,                December 31,
                           2012         2011         2012         2011
Cash flows from                                                        
operating activities:
Net income for the       $  61,108   $  47,443   $  80,537   $  82,429 
period
Adjustments to reconcile                                               
net income to net cash
provided by operating
activities:
   Depreciation and        46,443      40,332      93,586      79,421 
    amortization of
    intangible assets
   Share-based              3,174       3,397       6,276       8,241 
    compensation expense
   Excess tax benefits      (259)       (163)       (611)       (495) 
    on share-based
    compensation expense
   Pension expense            228         169         470         306 
   Amortization of debt       535         248       1,072         578 
    issuance costs
   Amortization of          2,929       2,707       5,858       5,379 
    deferred charges and
    credits
   Loss on sale and            22          34          24         203 
    write down of
    property and
    equipment
   Deferred taxes         (2,013)       7,891     (1,152)     (6,958) 
   Impairment and other         —       2,700           —       1,345 
    non cash charges
Changes in operating                                                   
assets and liabilities:
   Accounts receivable        964    (21,681)      20,406        (27) 
   Prepaid expenses and   (1,640)       2,199       1,384       8,041 
    other current assets
   Income taxes          (18,261)    (12,141)    (13,888)       2,883 
   Deferred charges and         —     (5,607)       (436)    (14,653) 
    credits
   Accounts payable and     (365)       4,608    (20,620)    (16,799) 
    accrued liabilities
   Deferred revenue      (18,668)    (24,808)    (36,738)    (57,806) 
   Other assets               497     (2,630)         289     (2,042) 
Net cash provided by        74,694      44,698     136,457      90,046 
operating activities
Cash flows from                                                        
investing activities:
   Additions of           (4,879)     (8,785)     (9,917)    (16,687) 
    property and
    equipment
   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         —           —           —     (6,260) 
    Corporation, net of
    cash acquired
   Purchase of Global           —       2,058           —   (245,653) 
    360 Holding Corp.,
    net of cash acquired
   Purchase of EasyLink                                               
    Services
    International
    Corporation, net of
    cash
    acquired                     —             —     (315,331)             —
   Purchase                 (214)       (335)       (431)       (609) 
    consideration for
    prior period
    acquisitions
Net cash used in           (5,609)     (8,779)   (326,195)   (270,926) 
investing activities
   Cash flows from                                                    
    financing
    activities:
   Excess tax benefits        259         163         611         495 
    on share-based
    compensation expense
   Proceeds from            2,409       3,424       6,402      11,261 
    issuance of Common
    Shares
   Purchase of Treasury         —           —           —           — 
    Stock
   Proceeds from                —     600,000           —     648,500 
    long-term debt and
    revolver
   Repayment of           (7,671)   (332,940)    (15,338)   (333,856) 
    long-term debt and
    revolver
   Debt issuance costs          —     (9,309)           —     (9,309) 
Net cash provided by       (5,003)     261,338     (8,325)     317,091 
(used in) financing
activities
Foreign exchange gain          941     (2,640)       5,574     (6,440) 
(loss) on cash held in
foreign currencies
Increase (decrease) in      65,023     294,617   (192,489)     129,771 
cash and cash
equivalents during the
period
Cash and cash              302,235     119,294     559,747     284,140 
equivalents at beginning
of the period
Cash and cash            $ 367,258   $ 413,911   $ 367,258   $ 413,911 
equivalents at end of
the period

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 USGAAP, the Company provides certain
     non-USGAAP financial measures that are not in accordance with US GAAP.
     These non-USGAAP 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-USGAAP 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 USGAAP 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 USGAAP, but rather should be evaluated in conjunction
     with and as a supplement to such USGAAP 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 USGAAP measures with certain non-USGAAP 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-USGAAP 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 USGAAP measures, supplementary
     non-USGAAP financial measures that exclude certain items from the
     presentation of its financial results in this press release.
    The following charts provide (unaudited) reconciliations of USGAAP based
     financial measures to non-USGAAP based financial measures for the
     following periods presented:

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                     Note Non-GAAP-based
                            Measures      Adjustments             Measures
Cost of revenues                                                          
Cloud services                18,261           (30)      (1)      18,231   
Customer Support              28,277          (107)      (1)      28,170   
Professional Service and                       (188)                        
Other                         47,664                      (1)      47,476
Amortization of acquired                                                     
technology-based                            (23,191) 
intangible assets             23,191                      (2)           —
GAAP-based gross profit/                                                     
Non-GAAP-based gross                          23,516 
profit                       229,456                             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                                    (865)                        
administrative                30,005                      (1)      29,140
Amortization of acquired                                                     
customer-based                              (17,147) 
intangible assets             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),                      (1,541)                        
net                            1,541                      (4)           —
Provision for income                          12,037                        
taxes                          3,153                      (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:

                                           Three Months Ended
                                            December 31, 2012
                                                   Pershare 
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  

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                         Non-GAAP-based
                             Measures     Adjustments     Note    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:

                                              Six Months Ended
                                              December 31, 2012
                                                    Pershare
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 

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                           Non-GAAP-based
                           Measures      Adjustments     Note     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
                                                   Pershare
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 

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    Adjustments   Note  Non-GAAP-based
                                measures                              measures
Cost of Revenues:                                                         
Customer Support              28,468           (34)      (1)      28,434   
Professional Service and      50,604          (106)      (1)      50,498   
Other
Amortization of acquired      21,253       (21,253)      (2)           —   
technology-based
intangible assets
GAAP-based gross profit/     215,761         21,393             237,154   
Non-GAAP-based gross
profit
Operating Expenses                                                        
Research and development      42,652          (768)      (1)      41,884   
Sales and marketing           68,451        (1,676)      (1)      66,775   
General and                   25,126          (813)      (1)      24,313   
administrative
Amortization of acquired      13,445       (13,445)      (2)           —   
customer-based
intangible assets
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),        2,637        (2,637)      (4)           —   
net
Provision for income           6,819          6,472      (5)      13,291   
taxes
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
                                                   Pershare
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 

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     Adjustments   Note  Non-GAAP-based
                            measures                                 measures
Cost of Revenues:                                                         
Customer Support               54,737           (58)     (1)      54,679   
Professional Service and      100,955          (205)     (1)     100,750   
Other
Amortization of acquired       42,043       (42,043)     (2)           —   
technology-based
intangible assets
GAAP-based gross profit/      402,399         42,306            444,705   
Non-GAAP-based gross
profit
Operating Expenses                                                        
Research and development       86,110        (1,844)     (1)      84,266   
Sales and marketing           133,331        (3,446)     (1)     129,885   
General and                    50,887        (2,687)     (1)      48,200   
administrative
Amortization of acquired       26,486       (26,486)     (2)           —   
customer-based intangible
assets
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),        11,949       (11,949)     (4)           —   
net
Provision for income            5,494         17,615     (5)      23,109   
taxes
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
                                                    Pershare
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 

(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 December31, 2012:

               Three Months Ended
                December 31, 2012 
Currencies %ofRevenue %ofExpenses*
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 %ofRevenue %ofExpenses*
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.

SOURCE Open Text Corporation

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