32 unchanged sentences
(xvii) integration of Micro Focus, resulting synergies and timing thereof;
−Removed: (xxviii) divestitures and their expected impact, including in connection with the divestiture of the Application, Modernization and Connectivity (AMC) business (the AMC Divestiture) and the accompanying transition services agreement (Transition Services Agreement) (see Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details);
+Added: (xxviii) divestitures and their expected impact, including in connection with the divestiture of the Application, Modernization and Connectivity (AMC) business (the AMC Divestiture) and the accompanying transition services agreement (TSA) (see Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details);
and (xxix) other matters.
34 unchanged sentences
(xviii) increase in exposure to international business risks including the impact of geopolitical instability, political unrest, war and other global conflicts, and other geopolitical tensions, including the Russia-Ukraine and the Middle East conflicts, as we continue to increase our international operations;
−Removed: (xix) adverse macroeconomic conditions, including inflation, disruptions in global supply chains and increased labour costs;
+Added: (xix) adverse macroeconomic conditions, such as potential increases or changes in U.S., Canadian or global tariff policies and structures and the timing thereof, the effects of U.S.-Canada relations, including escalating tensions, imposition of tariffs, retaliatory measures, restrictive regulations or boycotts, and other trade policies, inflation, disruptions in global supply chains and increased labour costs;
(xx) inability to raise capital at all or on not unfavorable terms in the future;
1 unchanged sentence
(xxii) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities;
−Removed: and (xxiii) risks related to the AMC Divestiture, Transition Services Agreement, and the impact of the divestiture on our remaining business.
+Added: and (xxiii) risks related to the AMC Divestiture, TSA, and the impact of the divestiture on our remaining business.
Other factors that may affect forward-looking statements include, but are not limited to:
21 unchanged sentences
Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
−Removed: The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q.
−Removed: All dollar and percentage comparisons made herein refer to the three months ended September 30, 2024 compared with the three months ended September 30, 2023, unless otherwise noted.
+Added: The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and
+Added: the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q.
+Added: All dollar and percentage comparisons made herein refer to the three and six months ended December 31, 2024 compared with the three and six months ended December 31, 2023, unless otherwise noted.
Where we say “we”, “us”, “our”, “OpenText” or “the Company”, we mean Open Text Corporation or Open Text Corporation and its subsidiaries, as applicable.
14 unchanged sentences
Our ticker symbol on both the NASDAQ and the TSX is “OTEX.”
−Removed: As of September 30, 2024, we employed a total of approximately 21,800 individuals.
−Removed: Of the total 21,800 individuals we employed as of September 30, 2024, 7,700 or 35% are in the Americas, 4,800 or 22% are in EMEA and 9,300 or 43% are in Asia Pacific.
+Added: As of December 31, 2024, we employed a total of approximately 21,800 individuals.
+Added: Of the total 21,800 individuals we employed as of December 31, 2024, 7,600 or 35% are in the Americas, 4,800 or 22% are in EMEA and 9,400 or 43% are in Asia Pacific.
Currently, we have employees in 42 countries enabling strong access to multiple talent pools while ensuring reach and proximity to our customers.
1 unchanged sentence
Quarterly Summary:
−Removed: During the first quarter of Fiscal 2025 we saw the following activity, as compared to the first quarter of Fiscal 2024, which includes the results of the AMC Business prior to the AMC Divestiture, which has an impact on period-over-period comparisons.
+Added: During the second quarter of Fiscal 2025 we saw the following activity, as compared to the second quarter of Fiscal 2024, which includes the results of the AMC Business prior to the AMC Divestiture, which has an impact on period-over-period comparisons.
See “Divestiture of AMC Business” under “Results of Operations”, below for more details:
• Total revenue was $1,334.5 million, down 13.1% compared to the same period in the prior fiscal year;
−Removed: down 10.7% after factoring in the unfavorable impact of $4.2 million of foreign exchange rate changes.
+Added: down 13.7% after factoring in the favorable impact of $9.8 million of foreign exchange rate changes.
• Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was $1,052.9 million, down 8.1% compared to the same period in the prior fiscal year;
−Removed: down 8.0% after factoring in the unfavorable impact of $4.1 million of foreign exchange rate changes.
+Added: down 8.8% after factoring in the favorable impact of $7.7 million of foreign exchange rate changes.
• Cloud services and subscriptions revenue was $462.3 million, up 2.7% compared to the same period in the prior fiscal year;
−Removed: up 1.7% after factoring in the unfavorable impact of $1.6 million of foreign exchange rate changes.
+Added: up 2.2% after factoring in the favorable impact of $2.4 million of foreign exchange rate changes.
• GAAP-based gross margin was 73.3% compared to 73.6% in the same period in the prior fiscal year.
5 unchanged sentences
• Adjusted EBITDA, a non-GAAP measure, was $501.5 million compared to $566.3 million in the same period in the prior fiscal year.
−Removed: • Operating cash flow was $(77.8) million for the three months ended September 30, 2024 compared to $47.1 million in the same period in the prior fiscal year, down 265.1%.
−Removed: • Cash and cash equivalents were $1,000.2 million as of September 30, 2024, compared to $1,280.7 million as of June 30, 2024.
+Added: • Operating cash flow was $270.2 million for the six months ended December 31, 2024 compared to $397.8 million in the same period in the prior fiscal year, down 32.1%.
+Added: • Cash and cash equivalents were $1,122.2 million as of December 31, 2024, compared to $1,280.7 million as of June 30, 2024.
• Enterprise cloud bookings were $249.9 million, compared to $235.5 million in the same period in the prior fiscal year.
We define Enterprise cloud bookings as the total value from cloud services and subscription contracts entered into in the period that is new, committed and incremental to our existing contracts, entered into with our enterprise-based customers.
−Removed: • During the three months ended September 30, 2024, we repurchased and cancelled 2,649,131 Common Shares for $86.5 million, inclusive of 2% Canadian excise taxes recorded (nil in the three months ended September 30, 2023).
+Added: • During the three months ended December 31, 2024, we repurchased and cancelled 2,212,971 Common Shares for $67.1 million, inclusive of 2% Canadian excise taxes recorded (nil in the three months ended December 31, 2023).
See “Use of Non-GAAP Financial Measures” below for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.
3 unchanged sentences
On May 1, 2024, the Company completed the AMC Divestiture for $2.275 billion in cash before taxes, fees and other adjustments.
−Removed: For the three months ended September 30, 2023, the results of the AMC business were recorded and presented within our Condensed Consolidated Financial Statements.
+Added: Working capital adjustments were finalized during the quarter ended December 31, 2024.
+Added: For the three and six months ended December 31, 2023, the results of the AMC business were recorded and presented within our Condensed Consolidated Financial Statements.
See Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details.
8 unchanged sentences
With an emphasis on increasing recurring revenues and expanding profitability, we believe our Total Growth strategy will ultimately drive cash flow growth, thus helping to fuel our innovation, broaden our go-to-market distribution and identify and execute strategic acquisitions.
−Removed: We are well positioned to expand our product portfolio and improve our ability to innovate and grow organically, which helps us to meet our long-term growth targets.
+Added: We are well positioned to optimize our product portfolio and improve our ability to innovate and grow organically, which helps us to meet our long-term growth targets.
Our Total Growth strategy is a durable model that we believe will create both near and long-term shareholder value through organic and acquired growth, capital efficiency and profitability.
10 unchanged sentences
becoming cloud-native, connecting anything, and extending capabilities quickly with multi-tenant SaaS applications and services.
−Removed: We will continue to closely monitor the potential impacts of inflation with respect to wages, services and goods, concerns regarding any potential recession, higher interest rates, financial market volatility, the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business.
+Added: Our growth strategy includes embedding AI in our products to empower knowledge workers to significantly raise their productivity through our offerings such as Titanium X.
+Added: We will continue to closely monitor the potential impacts of inflation with respect to wages, services and goods, concerns regarding any potential recession, higher interest rates, potential increases or changes in U.S., Canadian or global tariff policies and structures and other trade policies, financial market volatility, the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business.
See Part II, Item 1A “Risk Factors” herein and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2024.
21 unchanged sentences
The AMC business was comprised of the legacy OpenText connectivity business and the legacy Micro Focus AMC business.
−Removed: The comparability of our operating results for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was impacted by the recent divestiture of our AMC business, the results of which were excluded from those of OpenText beginning May 1, 2024.
−Removed: As such, consolidated operating results for the three months ended September 30, 2023 and 2024 included three and nil months, respectively, of AMC business operating results.
−Removed: Our total revenues decreased by $156.4 million primarily across license and customer support product types in the three months ended September 30, 2024, relative to the three months ended September 30, 2023, primarily due to the exclusion of revenue contributions from the AMC business, in addition to a unfavorable impact of $4.2 million of foreign exchange rate changes.
−Removed: The AMC business contributed $132.8 million to our total revenues during the three months ended September 30, 2023, of which $84.1 million related to customer support revenues, $44.2 million related to license revenues, and $4.5 million related to professional services and other revenue.
+Added: The comparability of our operating results for the three and six months ended December 31, 2024 as compared to the three and six months ended
+Added: December 31, 2023 was impacted by the recent divestiture of our AMC business, the results of which were excluded from those of OpenText beginning May 1, 2024.
+Added: As such, AMC business operating results were included in the consolidated operating results for the three and six months ended December 31, 2023, but were not included in the consolidated operating results for the three and six months ended December 31, 2024.
+Added: Our total revenues decreased by $200.4 million and $356.8 million, primarily across license and customer support product types in the three and six months ended December 31, 2024, respectively, relative to the three and six months ended December 31, 2023, primarily due to the exclusion of revenue contributions from the AMC business, partially offset by a favorable impact of $5.6 million and $9.8 million, respectively, of foreign exchange rate changes.
+Added: The AMC business contributed $131.2 million and $264.0 million, respectively, to our total revenues during the three and six months ended December 31, 2023, of which $84.1 million and $168.2 million, respectively, related to customer support revenues, $41.6 million and $85.8 million, respectively, related to license revenues, and $5.5 million and $10.0 million, respectively, related to professional services and other revenue.
Transition Services Agreement
−Removed: In connection with the AMC Divestiture, we entered into a Transition Service Agreement (TSA) with Rocket Software, whereby we will provide certain transition services to Rocket Software for up to 24 months from May 1, 2024.
+Added: In connection with the AMC Divestiture, we entered into a TSA with Rocket Software, whereby we will provide certain transition services to Rocket Software for up to 24 months from May 1, 2024.
These transition service costs are reimbursable by Rocket Software.
−Removed: During the three months ended September 30, 2024, we billed Rocket Software $14.5 million under the TSA.
+Added: During the three and six months ended December 31, 2024, we billed Rocket Software $12.7 million and $27.2 million, respectively, under the TSA.
The following table illustrates the financial statement impact of these TSA reimbursements, which have been recorded as an offset to the respective costs incurred, within our Condensed Consolidated Statements of Income.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31,
+Added: Six Months Ended December 31,
+Added: (In thousands) 2024 2024
Professional service and other cost of revenue
3 unchanged sentences
General and administrative
+Added: 10,449 22,287
+Added: $ 12,686 $ 27,205
Summary of Results of Operations
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
37 unchanged sentences
Asia Pacific (4)
+Added: 8.9 % 9.5 % 9.2 % 9.5 %
Other Metrics:
2 unchanged sentences
77.2 % 78.6 % 76.5 % 78.0 %
−Removed: Net income attributable to OpenText
−Removed: $ 84,368 $ 80,901
−Removed: GAAP-based EPS, diluted
−Removed: $ 0.32 $ 0.30
+Added: Net income (loss), attributable to OpenText $ 229,862 $ 37,675 $ 314,230 $ 118,576
+Added: GAAP-based EPS (loss), diluted $ 0.87 $ 0.14 $ 1.18 $ 0.44
Non-GAAP-based EPS, diluted (5)
13 unchanged sentences
Our cloud arrangements can be broadly categorized as platform as a service, software as a service, cloud subscriptions and managed services.
−Removed: Beginning with the quarter ended September 30, 2024, we are disclosing the cloud renewal rate on a net basis (cloud net renewal rate).
−Removed: The cloud net renewal rate, excluding the impact of Carbonite Inc.
−Removed: and Zix, was 94% for the quarter ended September 30, 2024.
+Added: Beginning with the quarter ended September 30, 2024, we have disclosed the cloud renewal rate on a net basis (cloud net renewal rate).
+Added: For the quarter ended December 31, 2024, our cloud net renewal rate, excluding the impact of Carbonite Inc.
+Added: and Zix Corporation, was 95%.
This rate includes increases and decreases in renewed contract values driven by product mix, volume and consumption, and changes for price adjustments relating to renewed contract values, which were not part of the historical calculation of the cloud renewal rate.
Cost of Cloud services and subscriptions revenues is comprised primarily of third-party network usage fees, maintenance of in-house data hardware centers, technical support personnel-related costs and some third party royalty costs.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
11 unchanged sentences
Asia Pacific 6.1 % 6.3 % 6.3 % 6.4 %
−Removed: Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
−Removed: Cloud services and subscriptions revenues increased by $6.0 million or 1.3% during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year;
−Removed: up 1.7% after factoring in the unfavorable impact of $1.6 million of foreign exchange rate changes.
−Removed: Geographically, the overall change was attributable to a decrease in Americas of $2.4 million, an increase in EMEA of $9.0 million, and a decrease in Asia Pacific of $0.7 million.
−Removed: There were 23 cloud services contracts greater than $1.0 million that closed during the first quarter of Fiscal 2025, compared to 21 contracts during the first quarter of Fiscal 2024.
−Removed: Cost of Cloud services and subscriptions revenues increased by $3.8 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
−Removed: This was primarily due to an increase in third-party network usage fees of $12.3 million, partially offset by a decrease in labour-related costs of $8.7 million.
−Removed: Overall, the gross margin percentage on Cloud services and subscriptions revenues remained stable at 62%.
+Added: Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023
+Added: Cloud services and subscriptions revenues increased by $12.2 million or 2.7% during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year;
+Added: up 2.2% after factoring in the favorable impact of $2.4 million of foreign exchange rate changes.
+Added: Geographically, the overall change was attributable to an increase in Americas of $7.2 million, an increase in EMEA of $4.8 million and an increase in Asia Pacific of $0.2 million.
+Added: There were 51 cloud services contracts greater than $1.0 million that closed during the second quarter of Fiscal 2025, compared to 48 contracts during the second quarter of Fiscal 2024.
+Added: Cost of Cloud services and subscriptions revenues decreased by $7.9 million during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a decrease in third-party network usage fees of $6.9 million and a decrease in labour-related costs of $1.2 million.
+Added: Overall, the gross margin percentage on Cloud services and subscriptions revenues increased to 63% from 60%.
+Added: Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023
+Added: Cloud services and subscriptions revenues increased by $18.2 million or 2.0% during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year;
+Added: up 1.9% after factoring in the favorable impact of $0.7 million of foreign exchange rate changes.
+Added: Geographically, the overall change was attributable to an increase in EMEA of $13.8 million, an increase in Americas of $4.8 million and a decrease in Asia Pacific of $0.4 million.
+Added: There were 74 cloud services contracts greater than $1.0 million that closed during the first six months of Fiscal 2025, compared to 69 contracts during the first six months of Fiscal 2024.
+Added: Cost of Cloud services and subscriptions revenues decreased by $4.0 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: This was due to a decrease in labour-related costs of $9.9 million, partially offset by an increase in third-party network usage fees of $5.4 million.
+Added: Overall, the gross margin percentage on Cloud services and subscriptions revenues increased to 62% from 61%.
2) Customer Support:
5 unchanged sentences
Our management reviews our customer support renewal rates on a quarterly basis, and we use these rates as a method of monitoring our customer service performance.
−Removed: Beginning with the quarter ended September 30, 2024, we are disclosing the customer support renewal rate on a net basis (customer support net renewal rate).
−Removed: The customer support net renewal rate was 91% for the quarter ended September 30, 2024.
+Added: Beginning with the quarter ended September 30, 2024, we have disclosed the customer support renewal rate on a net basis (customer support net renewal rate).
+Added: For the quarter ended December 31, 2024, our customer support net renewal rate was 92%.
This rate includes increases in renewed contract values driven by volume and consumption, and excludes reductions driven by shifts from customer support renewals where customers migrate to other product types, which were not part of the historical calculation of the customer support renewal rate.
Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third party royalty costs.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
11 unchanged sentences
Asia Pacific 9.8 % 9.8 % 9.8 % 9.5 %
−Removed: Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
−Removed: Customer support revenues decreased by $102.2 million or 14.7% during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year;
−Removed: down 14.3% after factoring in the unfavorable impact of $2.5 million of foreign exchange rate changes.
+Added: Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023
+Added: Customer support revenues decreased by $105.2 million or 15.1% during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year;
+Added: down 15.9% after factoring in the favorable impact of $5.4 million of foreign exchange rate changes.
The decrease was primarily due to the exclusion of customer support revenue contributions as a result of the AMC Divestiture.
Geographically, the overall change was attributable to a decrease in Americas of $73.4 million, a decrease in EMEA of $21.6 million and a decrease in Asia Pacific of $10.1 million.
−Removed: Cost of Customer support revenues decreased by $12.4 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
+Added: Cost of Customer support revenues decreased by $10.7 million during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a decrease in labour-related costs of $10.4
+Added: million over the comparative period.
+Added: Overall, the gross margin percentage on Customer support revenues remained stable at 89%.
+Added: Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023
+Added: Customer support revenues decreased by $207.4 million or 14.9% during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year;
+Added: down 15.1% after factoring in the favorable impact of $2.9 million of foreign exchange rate changes.
+Added: The decrease was primarily due to the exclusion of customer support revenue contributions as a result of the AMC Divestiture.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $149.8 million, a decrease in EMEA of $41.8 million and a decrease in Asia Pacific of $15.7 million.
+Added: Cost of Customer support revenues decreased by $23.2 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
This was primarily due to a decrease in labour-related costs of $22.3 million over the comparative period.
3 unchanged sentences
Cost of License revenues consists primarily of royalties payable to third parties.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
11 unchanged sentences
Asia Pacific 10.5 % 12.8 % 13.3 % 14.1 %
−Removed: Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
−Removed: License revenues decreased by $47.2 million or 27.3% during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year;
−Removed: down 27.2% after factoring in the unfavorable impact of $0.1 million of foreign exchange rate changes.
−Removed: The decrease was primarily due to the exclusion of license revenue contributions as a result of the AMC Divestiture.
+Added: Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023
+Added: License revenues decreased by $100.3 million or 34.7% during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year;
+Added: down 34.9% after factoring in the favorable impact of $0.6 million of foreign exchange rate changes.
+Added: The decrease was primarily driven by license revenues in the prior fiscal year relating to the grant of certain IP rights and the exclusion of license revenue contributions as a result of the AMC Divestiture.
Geographically, the overall change was attributable to a decrease in Americas of $45.3 million, a decrease in EMEA of $37.9 million and a decrease in Asia Pacific of $17.1 million.
−Removed: During the first quarter of Fiscal 2025, we closed 39 license contracts greater than $0.5 million, of which 15 contracts were greater than $1.0 million, contributing $39.6 million of License revenues.
−Removed: This was compared to 51 license contracts greater than $0.5 million during the first quarter of Fiscal 2024, of which 21 contracts were greater than $1.0 million, contributing $63.9 million of License revenues.
−Removed: Cost of License revenues increased by $2.8 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
+Added: During the second quarter of Fiscal 2025, we closed 60 license contracts greater than $0.5 million, of which 24 contracts were greater than $1.0 million, contributing $71.4 million of License revenues.
+Added: This was compared to 83 license contracts greater than $0.5 million during the second quarter of Fiscal 2024, of which 35 contracts were greater than $1.0 million, contributing $147.7 million of License revenues.
+Added: Cost of License revenues increased by $0.4 million during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year.
Overall, the gross margin percentage on License revenues decreased to 97% from 98%.
+Added: Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023
+Added: License revenues decreased by $147.5 million or 31.9% during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year;
+Added: down 32.0% after factoring in the favorable impact of $0.5 million of foreign exchange rate changes.
+Added: The decrease was primarily driven by the exclusion of license revenue contributions as a result of the AMC Divestiture and license revenues in the prior fiscal year, relating to the grant of certain IP rights.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $76.3 million, a decrease in EMEA of $48.1 million and a decrease in Asia Pacific of $23.2 million.
+Added: During the first six months of Fiscal 2025, we closed 99 license contracts greater than $0.5 million, of which 39 contracts were greater than $1.0 million, contributing $111.0 million of License revenues.
+Added: This was compared to 134 license contracts greater than $0.5 million during the first six months of Fiscal 2024, of which 56 contracts were greater than $1.0 million, contributing $211.6 million of License revenues.
+Added: Cost of License revenues increased by $3.2 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Overall, the gross margin percentage on License revenues decreased to 96% from 98%.
4) Professional Service and Other:
5 unchanged sentences
The most significant components of these costs are personnel-related expenses, travel costs and third-party subcontracting.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
11 unchanged sentences
Asia Pacific 14.2 % 12.3 % 13.7 % 12.4 %
−Removed: Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
−Removed: Professional service and other revenues decreased by $13.0 million or 12.5% during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year;
+Added: Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023
+Added: Professional service and other revenues decreased by $7.1 million or 7.1% during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year;
down 8.6% after factoring in the impact of foreign exchange rate changes.
−Removed: The decrease was partially due to the exclusion of professional services revenue contributions as a result of the AMC Divestiture.
−Removed: Geographically, the overall change was attributable to a decrease in Americas of $7.2 million, a decrease in EMEA of $4.9 million and a decrease in Asia Pacific of $0.9 million.
−Removed: Cost of Professional service and other revenues decreased by $13.0 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
+Added: The decrease was primarily due to the exclusion of professional services revenue contributions as a result of the AMC Divestiture.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $6.9 million, a decrease in EMEA of $1.0 million and an increase in Asia Pacific of $0.9 million.
+Added: Cost of Professional service and other revenues decreased by $7.4 million during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year.
This was primarily due to a decrease in labour-related costs of $7.8 million.
Overall, the gross margin percentage on Professional service and other revenues increased to 27% from 24%.
+Added: Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023
+Added: Professional service and other revenues decreased by $20.1 million or 9.9% during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year;
+Added: down 10.6% after factoring in the impact of foreign exchange rate changes.
+Added: The decrease was partially due to the exclusion of professional services revenue contributions as a result of the AMC Divestiture over the comparative period.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $14.1 million and a decrease in EMEA of $5.9 million.
+Added: Cost of Professional service and other revenues decreased by $20.4 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a decrease in labour-related costs of $20.7 million.
+Added: Overall, the gross margin percentage on Professional service and other revenues increased to 26% from 24%.
Amortization of Acquired Technology-based Intangible Assets
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
Amortization of acquired technology-based intangible assets $ 47,203 $ (23,581) $ 70,784 $ 94,447 $ (53,161) $ 147,608
−Removed: Amortization of acquired technology-based intangible assets decreased during the three months ended September 30, 2024 by $29.6 million as compared to the same period in the prior fiscal year.
+Added: Amortization of acquired technology-based intangible assets decreased during the three months ended December 31, 2024 by $23.6 million as compared to the same period in the prior fiscal year.
This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized and reduced amortization related to the AMC Divestiture.
+Added: Amortization of acquired technology-based intangible assets decreased during the six months ended December 31, 2024 by $53.2 million as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized and reduced amortization related to the AMC Divestiture.
Operating Expenses
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
20 unchanged sentences
The primary drivers are typically software upgrades and development.
−Removed: Change between Three Months Ended
−Removed: September 30, 2024 and 2023
+Added: Change between
+Added: Three Months Ended
+Added: December 31, 2024 and 2023
+Added: Change between
+Added: Six Months Ended
+Added: December 31, 2024 and 2023
(In thousands)
−Removed: increase (decrease)
+Added: increase (decrease) increase (decrease)
Payroll and payroll-related benefits $ (16,819) $ (38,668)
5 unchanged sentences
Total change in research and development expenses $ (32,128) $ (67,666)
−Removed: Research and development expenses decreased by $35.5 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
−Removed: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $21.8 million, facility-related expenses decreased by $7.2 million, share-based compensation expense decreased by $3.3 million, and contract labour and consulting expense decreased by $2.3 million.
−Removed: Overall, our research and development expenses, as a percentage of total revenues, decreased to 15% compared to the same period in the prior fiscal year at 16%.
−Removed: Our research and development labour resources decreased by 809 employees, from 8,235 employees at September 30, 2023 to 7,426 employees at September 30, 2024.
+Added: Research and development expenses decreased by $32.1 million during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $16.8 million, contract labour and consulting expense decreased by $5.7 million, and share-based compensation expense decreased by $4.8 million.
+Added: Overall, our research and development expenses, as a percentage of total revenues, remained stable at 14% as compared to the same period in the prior fiscal year.
+Added: Research and development expenses decreased by $67.7 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $38.7 million, facility-related expenses decreased by $8.9 million, contract labour and consulting decreased by $8.1 million, and share-based compensation expense decreased by $8.1 million.
+Added: Overall, our research and development expenses, as a percentage of total revenues, decreased to 14% compared to 15% for the same period in the prior fiscal year.
+Added: Our research and development labour resources decreased by 661 employees, from 8,062 employees at December 31, 2023 to 7,401 employees at December 31, 2024.
Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing events and trade shows.
−Removed: Change between Three Months Ended
−Removed: September 30, 2024 and 2023
−Removed: (In thousands) increase (decrease)
+Added: Change between
+Added: Three Months Ended
+Added: December 31, 2024 and 2023
+Added: Change between
+Added: Six Months Ended
+Added: December 31, 2024 and 2023
+Added: (In thousands) increase (decrease) increase (decrease)
Payroll and payroll-related benefits $ (19,110) $ (41,765)
5 unchanged sentences
Facilities 446 (3,314)
−Removed: Credit loss expense (recovery) 3,612
+Added: Credit loss expense
Other miscellaneous (10) (2,750)
Total change in sales and marketing expenses $ (13,699) $ (47,824)
−Removed: Sales and marketing expenses decreased by $34.1 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
−Removed: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $22.7 million, facility-related expenses decreased by $3.8 million, marketing expenses decreased by $3.0 million, share-based compensation expense decreased by $2.8 million, and travel and communication expenses decreased by $1.4 million.
−Removed: Overall, our sales and marketing expenses, as a percentage of total revenues, decreased to 19% compared to the same period in the prior fiscal year at 20%.
−Removed: Our sales and marketing labour resources decreased by 732 employees, from 4,654 employees at September 30, 2023 to 3,922 employees at September 30, 2024.
+Added: Sales and marketing expenses decreased by $13.7 million during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $19.1 million, share-based compensation expense decreased by $2.3 million, and contract labour and consulting expense decreased by $1.2 million.
+Added: These decreases were partially offset by increases in marketing expenses of $3.7 million, increases in commissions of $2.4 million and increases in credit loss expense of $2.0 million.
+Added: Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 21% compared to 19% for the same period in the prior fiscal year.
+Added: Sales and marketing expenses decreased by $47.8 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $41.8 million, share-based compensation expense decreased by $5.1 million,
+Added: facility-related expenses decreased by $3.3 million, and contract labour and consulting expenses decreased by $2.9 million.
+Added: These decreases were partially offset by increases in credit loss expense of $5.6 million and increases in commissions of $2.5 million.
+Added: Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 20% compared to 19% for the same period in the prior fiscal year.
+Added: Our sales and marketing labour resources decreased by 473 employees, from 4,511 employees at December 31, 2023 to 4,038 employees at December 31, 2024.
General and administrative expenses consist primarily of payroll and payroll related benefits expenses, related overhead, audit fees, other professional fees, contract labour and consulting expenses and public company costs.
−Removed: Change between Three Months Ended
−Removed: September 30, 2024 and 2023
−Removed: (In thousands) increase (decrease)
+Added: Change between
+Added: Three Months Ended
+Added: December 31, 2024 and 2023
+Added: Change between
+Added: Six Months Ended
+Added: December 31, 2024 and 2023
+Added: (In thousands) increase (decrease) increase (decrease)
Payroll and payroll-related benefits $ (13,558) $ (21,441)
5 unchanged sentences
Total change in general and administrative expenses $ (73,908) $ (98,389)
−Removed: General and administrative expenses decreased by $24.5 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
−Removed: Contract labour and consulting expenses decreased by $10.3 million, payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $7.9 million, travel and communication expenses decreased by $3.7 million, and other miscellaneous costs, which include professional fees such as legal, audit and tax related expenses decreased by $2.5 million.
+Added: General and administrative expenses decreased by $73.9 million during the three months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Other miscellaneous costs, which include professional fees such as legal, audit and tax related expenses, decreased by $45.7 million primarily driven by a reduction in costs related to IP, including the grant of certain IP rights and the resolution of certain historical IP related matters in the prior fiscal year, and reductions in other professional fees.
+Added: Additionally, payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $13.6 million and contract labour and consulting expenses decreased by $10.3 million.
Overall, general and administrative expenses, as a percentage of total revenues, decreased to 7% compared to 11% for the same period in the prior fiscal year.
−Removed: Our general and administrative labour resources decreased by 221 employees, from 3,463 employees at September 30, 2023 to 3,242 employees at September 30, 2024.
+Added: General and administrative expenses decreased by $98.4 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Other miscellaneous costs, which include professional fees such as legal, audit and tax related expenses, decreased by $48.2 million primarily driven by a reduction in costs related to IP, including the grant of certain IP rights and the resolution of certain historical IP related matters in the prior fiscal year, and reductions in other professional fees.
+Added: Additionally, payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $21.4 million, contract labour and consulting expenses decreased by $20.6 million and travel and communication expenses decreased by $5.3 million.
+Added: Overall, general and administrative expenses, as a percentage of total revenues, decreased to 8% compared to 10% for the same period in the prior fiscal year.
+Added: Our general and administrative labour resources decreased by 345 employees, from 3,428 employees at December 31, 2023 to 3,083 employees at December 31, 2024.
Depreciation expenses:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
Depreciation $ 31,879 $ (1,536) $ 33,415 $ 64,050 $ (3,456) $ 67,506
−Removed: Depreciation expenses decreased during the three months ended September 30, 2024 by $1.9 million compared to the same periods in the prior fiscal year.
−Removed: Depreciation expenses, as a percentage of total revenues, increased for the three months ended September 30, 2024 to 3% compared to 2% for the same period in the prior fiscal year.
+Added: Depreciation expenses decreased during the three and six months ended December 31, 2024 by $1.5 million and $3.5 million, respectively, compared to the same periods in the prior fiscal year.
+Added: Depreciation expenses, as a percentage of total revenue, remained stable for the three and six months ended December 31, 2024 at 2% as compared to the same periods in the prior fiscal year.
Amortization of acquired customer-based intangible assets:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
Amortization of acquired customer-based intangible assets $ 81,048 $ (32,877) $ 113,925 $ 162,552 $ (71,565) $ 234,117
−Removed: Amortization of acquired customer-based intangible assets decreased during the three months ended September 30, 2024 by $38.7 million as compared to the same period in the prior fiscal year.
+Added: Amortization of acquired customer-based intangible assets decreased during the three and six months ended December 31, 2024 by $32.9 million and $71.6 million, respectively, as compared to the same period in the prior fiscal year.
This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized and reduced amortization related to the AMC Divestiture.
4 unchanged sentences
In certain limited situations, if the planned activity does not need to be implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special charges (recoveries).
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
Special charges (recoveries) $ 15,238 $ (38,928) $ 54,166 $ 62,374 $ (5,586) $ 67,960
−Removed: Special charges (recoveries) increased by $33.3 million during the three months ended September 30, 2024 over the comparative period.
−Removed: This was primarily due to an increase in restructuring costs of $42.5 million related to the Business Optimization Plan and an increase in divestiture costs of $2.6 million, partially offset by a decrease of $8.7 million related to Micro Focus Restructuring Plan, as compared to the same period in the prior fiscal year.
+Added: Special charges (recoveries) decreased by $38.9 million during the three months ended December 31, 2024 over the comparative period.
+Added: This was primarily due to a decrease in restructuring costs related to the Micro Focus Acquisition of $44.1 million and a decrease in divestiture costs of $5.3 million, partially offset by an increase related to the Business Optimization Plan of $12.3 million, as compared to the same period in the prior fiscal year.
+Added: Special charges (recoveries) decreased by $5.6 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
+Added: Restructuring costs related to the Micro Focus Acquisition decreased by $52.6 million, other miscellaneous charges decreased by $4.1 million and divestiture costs decreased by $2.8 million, partially offset by an increase in restructuring costs of $54.9 million related to the Business Optimization Plan, as compared to the same period in the prior fiscal year.
For more details on Special charges (recoveries), see Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements.
1 unchanged sentence
The components of other income (expense), net were as follows:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
1 unchanged sentence
$ 25,539 $ 45,163 $ (19,624) $ 14,160 $ 22,350 $ (8,190)
−Removed: Unrealized gains (losses) on derivatives not designated as hedges (1)
+Added: Unrealized gains (losses) on derivatives
+Added: not designated as hedges (1)
45,549 83,666 (38,117) 20,614 40,836 (20,222)
1 unchanged sentence
1,538 10,020 (8,482) 1,993 20,171 (18,178)
+Added: Gain on AMC Divestiture (3)
+Added: (4,175) (4,175) — (4,175) (4,175) —
Other miscellaneous income (expense) 164 2,725 (2,561) 368 2,392 (2,024)
4 unchanged sentences
Our interests in each of these investees range from 4% to below 20% and these investments are accounted for using the equity method (see Note 7 “Prepaid Expenses and Other Assets” to our Condensed Consolidated Financial Statements for more details).
+Added: (3) Represents final settlement of working capital and other adjustments (see Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details).
Interest and Other Related Expense, Net
Interest and other related expense, net is primarily comprised of interest paid and accrued on our debt facilities, offset by interest income earned on our cash and cash equivalents.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
11 unchanged sentences
We operate in several tax jurisdictions and are exposed to various foreign tax rates.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2024 Change
+Added: increase (decrease) 2023 2024 Change
increase (decrease) 2023
1 unchanged sentence
$ 50,893 $ 42,839 $ 8,054 $ 52,776 $ 34,370 $ 18,406
−Removed: The Company’s effective tax rate for the three months ended September 30, 2024 was 2.2%, compared to a provision of 11.3% for the three months ended September 30, 2023.
−Removed: The Company’s effective tax rate for the three months ended September 30, 2024, differs from the Canadian statutory rate of 26.5% primarily due to tax benefits related to foreign tax credits, research and development credits, changes in unrecognized tax benefits, and differences in tax filings from provision, partially offset by disallowed share based compensation deductions, foreign source income inclusion in the U.S., and withholding taxes.
−Removed: The Company’s effective tax rate for the three months ended September 30, 2023 differs from the Canadian
−Removed: statutory rate primarily due to tax benefits related to foreign tax rate differences, foreign tax credits and research and development credits, partially offset by the U.S.
+Added: The Company’s effective tax rate for the three months ended December 31, 2024 increased to a provision of 18.1% compared to a provision of 17.6% for the three months ended December 31, 2023.
+Added: The Company’s effective tax rate for the three months ended December 31, 2024 differs from the Canadian statutory rate of 26.5% primarily due to tax benefits related to a net decrease in unrecognized tax benefits, foreign tax credits, research and development credits, and a change in valuation
+Added: allowance, partially offset by disallowed share-based compensation deductions and foreign source income inclusion in the U.S.
+Added: The Company’s effective tax rate for the three months ended December 31, 2023 differs from the Canadian statutory rate primarily due to tax benefits related to foreign tax credits, research and development credits, partially offset by U.S.
Base Erosion and Anti-Abuse Tax (BEAT).
+Added: The Company’s effective tax rate for the six months ended December 31, 2024 increased to a provision of 14.4% compared to a provision of 13.4% for the six months ended December 31, 2023.
+Added: The Company’s effective tax rate for the six months ended December 31, 2024 differs from the Canadian statutory rate of 26.5% primarily due to tax benefits related to a net decrease in unrecognized tax benefits, foreign tax credits, research and development credits, and a change in valuation allowance, partially offset by disallowed share-based compensation deductions and foreign source income inclusion in the U.S.
+Added: The Company’s effective tax rate for the six months ended December 31, 2023 differs from the Canadian statutory rate primarily due to tax benefits related to foreign tax credits, research and development credits, partially offset by U.S.
Numerous countries have agreed to a statement in support of the Organization for Economic Co-Operation and Development model rules that propose a global minimum tax rate of 15.0% for companies with revenue above €750.0 million, calculated on a country-by-country basis, and E.U.
member states have agreed to implement the global minimum tax.
−Removed: On June 20, 2024, Canada enacted the new Global Minimum Tax Act (GMTA), imposing a 15.0% global minimum tax on profits.
−Removed: Certain other countries have enacted or are expected to enact legislation, with widespread implementation of a global minimum tax expected by 2025.
+Added: On June 20, 2024, Canada enacted the new Global Minimum Tax Act, imposing a 15.0% global minimum tax on profits.
+Added: Certain other countries have enacted or are expected to enact similar legislation.
We are unable to predict when and how such rules in various jurisdictions will be enacted into law;
however, it is possible that the implementation of relevant legislation could impact our liability for taxes.
−Removed: As of the three months ended September 30, 2024, the impact of the global minimum tax is not material.
−Removed: For information on certain potential tax contingencies, including the CRA matter, see Note 12 “Guarantees and Contingencies” and Note 13 “Income Taxes” to our Condensed Consolidated Financial Statements, as well as Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2024.
+Added: As of the three and six months ended December 31, 2024, the impact of the global minimum tax is not material.
+Added: For information on certain potential tax contingencies, including the Canada Revenue Agency (CRA) matter, see Note 12 “Guarantees and Contingencies” and Note 13 “Income Taxes” to our Condensed Consolidated Financial Statements, as well as Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2024.
Use of Non-GAAP Financial Measures
32 unchanged sentences
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
−Removed: for the three months ended September 30, 2024
+Added: for the three months ended December 31, 2024
(In thousands, except for per share data)
−Removed: Three Months Ended September 30, 2024
+Added: Three Months Ended December 31, 2024
GAAP-based Measures GAAP-based Measures
41 unchanged sentences
(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
−Removed: Three Months Ended September 30, 2024
+Added: Three Months Ended December 31, 2024
Per share diluted
11 unchanged sentences
Reconciliation of Adjusted EBITDA
−Removed: Three Months Ended September 30, 2024
+Added: Three Months Ended December 31, 2024
GAAP-based net income, attributable to OpenText
9 unchanged sentences
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
−Removed: for the three months ended September 30, 2023
+Added: for the three months ended December 31, 2023
(In thousands, except for per share data)
−Removed: Three Months Ended September 30, 2023
+Added: Three Months Ended December 31, 2023
GAAP-based Measures GAAP-based Measures
32 unchanged sentences
We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
+Added: Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges.
+Added: We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
(7) Adjustment relates to differences between the GAAP-based tax provision rate of approximately 18% and a Non-GAAP-based tax rate of approximately 14%;
−Removed: these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income.
+Added: these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income.
Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net.
3 unchanged sentences
(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
−Removed: Three Months Ended September 30, 2023
+Added: Three Months Ended December 31, 2023
Per share diluted
11 unchanged sentences
Reconciliation of Adjusted EBITDA
−Removed: Three Months Ended September 30, 2023
+Added: Three Months Ended December 31, 2023
GAAP-based net income, attributable to OpenText
8 unchanged sentences
Adjusted EBITDA $ 566,270
+Added: Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
+Added: for the six months ended December 31, 2024
+Added: (In thousands, except for per share data)
+Added: Six Months Ended December 31, 2024
+Added: GAAP-based Measures GAAP-based Measures
+Added: % of Total Revenue Adjustments Note Non-GAAP-based Measures Non-GAAP-based Measures
+Added: % of Total Revenue
+Added: Cost of revenues
+Added: Cloud services and subscriptions $ 347,545 $ (4,982) (1) $ 342,563
+Added: Customer support 125,230 (2,481) (1) 122,749
+Added: Professional service and other 134,956 (2,587) (1) 132,369
+Added: Amortization of acquired technology-based intangible assets 94,447 (94,447) (2) —
+Added: GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 1,888,334 72.5% 104,497 (3) 1,992,831 76.5%
+Added: Operating expenses
+Added: Research and development 371,420 (15,823) (1) 355,597
+Added: Sales and marketing 519,811 (20,538) (1) 499,273
+Added: General and administrative 206,086 (13,508) (1) 192,578
+Added: Amortization of acquired customer-based intangible assets 162,552 (162,552) (2) —
+Added: Special charges (recoveries) 62,374 (62,374) (4) —
+Added: GAAP-based income from operations / Non-GAAP-based income from operations
+Added: 502,041 379,292 (5) 881,333
+Added: Other income (expense), net 32,960 (32,960) (6) —
+Added: Provision for income taxes
+Added: 52,776 118,448 (7) 171,224
+Added: GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
+Added: 314,230 227,884 (8) 542,114
+Added: GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 1.18 $ 0.85 (8) $ 2.03
+Added: ______________________
+Added: (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.
+Added: (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.
+Added: (3) GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
+Added: (4) Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
+Added: See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
+Added: (5) GAAP-based and Non-GAAP-based income from operations stated in dollars.
+Added: (6) Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.
+Added: Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner.
+Added: We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments.
+Added: We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
+Added: Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges.
+Added: We exclude gains and losses on these derivatives as we do not believe they are reflective on our ongoing business and operating results.
+Added: (7) Adjustment relates to differences between the GAAP-based tax provision rate of approximately 14% and a Non-GAAP-based tax rate of approximately 24%;
+Added: these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income.
+Added: Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net.
+Added: Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments.
+Added: Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included.
+Added: In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
+Added: (8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
+Added: Six Months Ended December 31, 2024
+Added: Per share diluted
+Added: GAAP-based net income, attributable to OpenText
+Added: $ 314,230 $ 1.18
+Added: Amortization 256,999 0.96
+Added: Share-based compensation 59,919 0.22
+Added: Special charges (recoveries) 62,374 0.23
+Added: Other (income) expense, net (32,960) (0.12)
+Added: GAAP-based provision for income taxes
+Added: Non-GAAP-based provision for income taxes
+Added: (171,224) (0.64)
+Added: Non-GAAP-based net income, attributable to OpenText
+Added: $ 542,114 $ 2.03
+Added: Reconciliation of Adjusted EBITDA
+Added: Six Months Ended December 31, 2024
+Added: GAAP-based net income, attributable to OpenText
+Added: Provision for income taxes
+Added: Interest and other related expense, net 167,897
+Added: Amortization of acquired technology-based intangible assets 94,447
+Added: Amortization of acquired customer-based intangible assets 162,552
+Added: Depreciation 64,050
+Added: Share-based compensation 59,919
+Added: Special charges (recoveries) 62,374
+Added: Other (income) expense, net (32,960)
+Added: Adjusted EBITDA $ 945,285
+Added: Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
+Added: for the six months ended December 31, 2023
+Added: (In thousands, except for per share data)
+Added: Six Months Ended December 31, 2023
+Added: GAAP-based Measures GAAP-based Measures
+Added: % of Total Revenue Adjustments Note Non-GAAP-based Measures Non-GAAP-based Measures
+Added: % of Total Revenue
+Added: Cost of revenues
+Added: Cloud services and subscriptions $ 351,560 $ (6,600) (1) $ 344,960
+Added: Customer support 148,388 (2,186) (1) 146,202
+Added: Professional service and other 155,381 (3,638) (1) 151,743
+Added: Amortization of acquired technology-based intangible assets 147,608 (147,608) (2) —
+Added: GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 2,147,538 72.5% 160,032 (3) 2,307,570 78.0%
+Added: Operating expenses
+Added: Research and development 439,086 (24,501) (1) 414,585
+Added: Sales and marketing 567,635 (25,034) (1) 542,601
+Added: General and administrative 304,475 (15,311) (1) 289,164
+Added: Amortization of acquired customer-based intangible assets 234,117 (234,117) (2) —
+Added: Special charges (recoveries) 67,960 (67,960) (4) —
+Added: GAAP-based income from operations / Non-GAAP-based income from operations
+Added: 466,759 526,955 (5) 993,714
+Added: Other income (expense), net (48,614) 48,614 (6) —
+Added: Provision for income taxes
+Added: 18,406 81,367 (7) 99,773
+Added: GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
+Added: 118,576 494,202 (8) 612,778
+Added: GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.44 $ 1.81 (8) $ 2.25
+Added: ______________________
+Added: (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.
+Added: (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.
+Added: (3) GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
+Added: (4) Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
+Added: See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
+Added: (5) GAAP-based and Non-GAAP-based income from operations stated in dollars.
+Added: (6) Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.
+Added: Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner.
+Added: We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments.
+Added: We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
+Added: Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges.
+Added: We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
+Added: (7) Adjustment relates to differences between the GAAP-based tax provision rate of approximately 13% and a Non-GAAP-based tax rate of approximately 14%;
+Added: these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income.
+Added: Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net.
+Added: Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments.
+Added: Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period.
+Added: In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
+Added: (8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
+Added: Six Months Ended December 31, 2023
+Added: Per share diluted
+Added: GAAP-based net income, attributable to OpenText
+Added: $ 118,576 $ 0.44
+Added: Amortization 381,725 1.40
+Added: Share-based compensation 77,270 0.29
+Added: Special charges (recoveries) 67,960 0.25
+Added: Other (income) expense, net 48,614 0.16
+Added: GAAP-based provision for income taxes
+Added: Non-GAAP-based provision for income taxes
+Added: (99,773) (0.36)
+Added: Non-GAAP-based net income, attributable to OpenText
+Added: $ 612,778 $ 2.25
+Added: Reconciliation of Adjusted EBITDA
+Added: Six Months Ended December 31, 2023
+Added: GAAP-based net income, attributable to OpenText
+Added: Provision for income taxes
+Added: Interest and other related expense, net 281,056
+Added: Amortization of acquired technology-based intangible assets 147,608
+Added: Amortization of acquired customer-based intangible assets 234,117
+Added: Depreciation 67,506
+Added: Share-based compensation 77,270
+Added: Special charges (recoveries) 67,960
+Added: Other (income) expense, net 48,614
+Added: Adjusted EBITDA $ 1,061,113
LIQUIDITY AND CAPITAL RESOURCES
1 unchanged sentence
(In thousands)
−Removed: As of September 30, 2024 Change
+Added: As of December 31, 2024 Change
increase (decrease) As of June 30, 2024
5 unchanged sentences
(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets (see Note 7 “Prepaid Expenses and Other Assets” to our Condensed Consolidated Financial Statements for more details).
−Removed: Three Months Ended September 30,
+Added: Six Months Ended December 31,
(In thousands)
2024 Change 2023
−Removed: Cash provided by (used in) operating activities
+Added: Cash provided by operating activities
$ 270,186 $ (127,588) $ 397,774
8 unchanged sentences
For more details, see “Long-term Debt and Credit Facilities” below.
−Removed: As of September 30, 2024, we have recognized a deferred income tax liability of $16.8 million (June 30, 2024—$15.9 million) on taxable temporary differences related to the undistributed earnings of certain non-United States subsidiaries and planned periodic repatriations from certain German subsidiaries, that will be subject to withholding taxes upon distribution.
−Removed: Cash flows from operating activities
−Removed: Cash flows from operating activities decreased by $124.9 million during the three months ended September 30, 2024, as compared to the same period in the prior fiscal year principally related to a decrease in changes from working capital of $124.8 million primarily from tax payments made related to the AMC Divestiture, offset by a decrease in net income after the impact of non-cash items of $0.2 million.
−Removed: During the first quarter of Fiscal 2025 we had a days sales outstanding (DSO) of 42 days, compared to our DSO of 43 days during the first quarter of Fiscal 2024.
−Removed: The per day impact of our DSO in the first quarter of Fiscal 2025 and Fiscal 2024 on our cash flows was $14.1 million and $15.8 million, respectively.
+Added: As of December 31, 2024, we have recognized a deferred income tax liability of $16.8 million (June 30, 2024—$15.9 million) on taxable temporary differences related to the undistributed earnings of certain non-United States subsidiaries and planned periodic repatriations from certain German subsidiaries, that will be subject to withholding taxes upon distribution.
+Added: Cash flows from operating activitie s
+Added: Cash flows provided by operating activities decreased by $127.6 million during the six months ended December 31, 2024, as compared to the same period in the prior fiscal year principally related to a decrease in changes from working capital of $232.3 million primarily from tax payments made related to the AMC Divestiture, offset by an increase in net income after the impact of non-cash items of $104.7 million.
+Added: During the second quarter of Fiscal 2025 we had a days sales outstanding (DSO) of 43 days, as compared to our DSO of 47 days during the second quarter of Fiscal 2024.
+Added: The per day impact of our DSO in the second quarter of Fiscal 2025 and Fiscal 2024 on our cash flows was $14.8 million and $17.1 million, respectively.
In arriving at DSO, we exclude contract assets as these assets do not provide an unconditional right to the related consideration from the customer.
1 unchanged sentence
Our cash flows from investing activities are primarily on account of acquisitions and additions of property and equipment.
−Removed: Cash flows from investing activities decreased by $14.0 million during the three months ended September 30, 2024, as compared to the same period in the prior fiscal year primarily due to a decrease in consideration paid for acquisitions, partially offset by an increase in additions of property and equipment.
+Added: Cash flows used in investing activities decreased by $13.0 million during the six months ended December 31, 2024, as compared to the same period in the prior fiscal year primarily due to a decrease in consideration paid for an acquisition and other investing activities of $21.9 million, partially offset by a payment of $11.7 million due to working capital net settlement on AMC Divestiture.
Cash flows from financing activities
1 unchanged sentence
These inflows are typically offset by scheduled and non-scheduled repayments of our long-term debt financing and, when applicable, the payment of dividends and/or repurchases of our Common Shares.
−Removed: Cash flows from financing activities decreased by $111.7 million during the three months ended September 30, 2024 as compared to the same period in the prior fiscal year.
+Added: Cash flows used in financing activities decreased by $197.8 million during the six months ended December 31, 2024 as compared to the same period in the prior fiscal year.
This is primarily due to the net impact of the following activities:
−Removed: (i) $177.5 million decrease due to reduced repayments of long-term debt and the Revolver;
−Removed: (ii) $2.0 million due to decreased proceeds from the issuance of Common Shares for the exercise of options and the OpenText ESPP.
−Removed: The decreases in cash flows provided by financing activities above were partially offset by the following increases:
−Removed: (i) $59.3 million related to an increase in cash used in the repurchases of Common Shares and treasury stock;
−Removed: (ii) $4.3 million due to net change in TSA obligation driven by cash collections on behalf of Rocket Software related to certain transition services performed by the Company related to the divested AMC business.
−Removed: (iii) $2.1 million related to higher cash dividends paid to shareholders;
−Removed: (iv) $2.0 million increase due to reduced debt issuance costs payments.
+Added: (i) $355.0 million decrease in repayments of long-term debt and the Revolver;
+Added: (ii) $21.9 million due to net change in TSA obligation driven by cash collections on behalf of Rocket Software related to certain transition services performed by the Company related to the AMC Divestiture;
+Added: (iii) $1.7 million reduction in debt issuance costs.
+Added: The decrease in cash flows used in financing activities above were partially offset by the following increases:
+Added: (i) $165.3 million related to the increase in cash used in the repurchases of Common Shares and treasury stock;
+Added: (ii) $11.5 million related to lower proceeds from the issuance of Common Shares for the exercise of options and the OpenText ESPP;
+Added: (iii) $4.0 million related to increase in dividends paid to shareholders.
Cash Dividends
−Removed: During the three months ended September 30, 2024, we declared and paid cash dividends of $0.2625 per Common Share in the aggregate amount of $69.1 million (three months ended September 30, 2023—$0.25 per Common Share in the aggregate amount of $67.0 million).
+Added: During the three and six months ended December 31, 2024, we declared and paid cash dividends of $0.2625 and $0.525 per Common Share, respectively, in the aggregate amount of $68.3 million and $137.4 million, respectively (three and six months ended December 31, 2023—$0.25 and $0.50 per Common Share, respectively, in the aggregate amount of $66.4 million and $133.4 million, respectively).
Future declarations of dividends and the establishment of future record and payment dates are subject to final determination and discretion of the Board.
3 unchanged sentences
On May 6, 2024, we used a portion of the net proceeds from the AMC Divestiture to prepay in full the outstanding principal balance of $940 million under Term Loan B, at which point all remaining commitments under Term Loan B were reduced to zero and Term Loan B was terminated.
−Removed: For the three months ended September 30, 2024, we recorded interest expense of nil relating to Term Loan B (three months ended September 30, 2023—$17.2 million).
−Removed: As of September 30, 2024, we had senior debt outstanding, with maturities starting in 2027 and extending through 2031 with a total carrying value of $4.300 billion.
+Added: For the three and six months ended December 31, 2024, we did not record any interest expense relating to Term Loan B (three and six months ended December 31, 2023—$17.3 million and $34.5 million, respectively).
+Added: As of December 31, 2024, we had senior notes outstanding, with maturities starting in 2027 and extending through 2031 with a total carrying value of $4.300 billion.
The senior notes bear interest at rates between 3.875% and 6.90%, in each case payable semi-annually in arrears.
5 unchanged sentences
Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 1.75%.
−Removed: As of September 30, 2024, the balance outstanding under the Acquisition Term Loan was $2.212 billion.
+Added: As of December 31, 2024, the balance outstanding under the Acquisition Term Loan was $2.203 billion.
On December 19, 2023, we amended our $750 million committed revolving credit facility (the Revolver) to, among other things, extend the Revolver's maturity date to December 19, 2028.
−Removed: There were no outstanding borrowings under the Revolver as of September 30, 2024.
+Added: There were no outstanding borrowings under the Revolver as of December 31, 2024.
Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan and our senior secured notes due 2027.
−Removed: Borrowings under the Revolver
−Removed: currently bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75%.
+Added: Borrowings under the Revolver currently bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75%.
Shelf Registration Statement
5 unchanged sentences
On April 30, 2024, the Board authorized a share repurchase plan (the Fiscal 2024 Repurchase Plan), pursuant to which we could purchase for cancellation, in open market transactions from time to time over the 12 month period commencing on May 7, 2024 until May 6, 2025, up to an aggregate of $250 million of our Common Shares on the NASDAQ Global Select Market, the TSX (as part of a Fiscal 2024 NCIB, defined below) and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.
−Removed: On July 31, 2024, in order to align our share repurchase plan to its fiscal year, the Board approved the early termination of the Fiscal 2024 Repurchase Plan and authorized a new share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12 month period commencing on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $300 million of our common shares on the TSX (as part of a Fiscal 2025 NCIB, defined below), NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.
+Added: On July 31, 2024, in order to align our share repurchase plan to our fiscal year, the Board approved the early termination of the Fiscal 2024 Repurchase Plan and authorized a new share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12 month period commencing on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $300 million of our common shares on the TSX (as part of a Fiscal 2025 NCIB, defined below), NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.
The price that we are authorized to pay for Common Shares in open market transactions is the market price at the time of purchase or such other price as is permitted by applicable law or stock exchange rules.
−Removed: The Fiscal 2025 Repurchase Plan will be effected in accordance with Rule 10b-18.
−Removed: During the three months ended September 30, 2024, we repurchased and cancelled 2,649,131 Common Shares for $86.5 million, inclusive of 2% Canadian excise taxes recorded (three months ended September 30, 2023— nil Common Shares for nil).
+Added: The Fiscal 2025 Repurchase Plan will be effected in accordance with Rule 10b-18 of the Exchange Act.
+Added: During the three and six months ended December 31, 2024, we repurchased and cancelled 2,212,971 and 4,862,102 Common Shares for $67.1 million and $153.6 million, respectively, inclusive of 2% Canadian excise taxes recorded.
+Added: During the three and six months ended December 31, 2023, we did not repurchase any Common Shares.
Normal Course Issuer Bid
1 unchanged sentence
The TSX approved the Company’s notice of intention to commence the Fiscal 2024 NCIB, pursuant to which the Company could purchase Common Shares over the TSX for the period commencing on May 7, 2024 until May 6, 2025 in accordance with the TSX's normal course issuer bid rules, including that such purchases were to be made at prevailing market prices or as otherwise permitted.
−Removed: Under the rules of the TSX, the maximum number of Common Shares that could have been purchased in this period was 13,643,472 (representing 5% of the Company’s issued and outstanding Common Shares as of April 26, 2024), and the maximum number of Common Shares that could be purchased on a single day was 138,175 Common Shares, which is 25% of 552,700 (the average daily trading volume for the Common Shares on the TSX for the six months ended March 31, 2024), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18.
+Added: Under the rules of the TSX, the maximum number of Common Shares that could have been purchased in this period was 13,643,472 (representing 5% of the Company’s issued and outstanding Common Shares as of April 26, 2024), and the maximum number of Common Shares that could be purchased on a single day was 138,175 Common Shares, which is 25% of 552,700 (the average daily trading volume for the Common Shares on the TSX for the six months ended March 31, 2024), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18 of the Exchange Act.
On July 31, 2024, the Company voluntarily terminated the Fiscal 2024 NCIB and established a new normal course issuer bid (the Fiscal 2025 NCIB) in order to provide it with a means to execute purchases over the TSX as part of the overall Fiscal 2025 Repurchase Plan.
−Removed: The TSX approved the Company’s notice of intention to commence the Fiscal 2025 NCIB, pursuant to which the Company may purchase Common Shares over the TSX for the period commencing on August 7, 2024 until August 6, 2025 in accordance with the TSX's normal course issuer bid rules, including that such purchases were to be made at prevailing market prices or as otherwise permitted.
−Removed: Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 21,179,064 (representing 10% of the Company’s public float (calculated in accordance with TSX rules) as of July 24, 2024, less the 5,073,913 Common Shares purchased under the Fiscal 2024 Repurchase Plan), and the maximum number of Common Shares that can be purchased on a single day is 138,175 Common Shares, which is 25% of 552,700 (the average daily trading volume for the Common Shares on the TSX for the six months ended March 31, 2024), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18.
+Added: The TSX approved the Company’s notice of intention to commence the Fiscal 2025 NCIB, pursuant to which the Company may purchase Common Shares over the TSX for the period commencing on August 7, 2024 until August 6, 2025 in accordance with the TSX's normal course issuer bid rules, including that such purchases were to be made at prevailing
+Added: market prices or as otherwise permitted.
+Added: Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 21,179,064 (representing 10% of the Company’s public float (calculated in accordance with TSX rules) as of July 24, 2024, less the 5,073,913 Common Shares purchased under the Fiscal 2024 Repurchase Plan), and the maximum number of Common Shares that can be purchased on a single day is 138,175 Common Shares, which is 25% of 552,700 (the average daily trading volume for the Common Shares on the TSX for the six months ended March 31, 2024), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18 of the Exchange Act.
Commitments and Contractual Obligations
−Removed: As of September 30, 2024, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:
+Added: As of December 31, 2024, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:
Payments due between
(In thousands)
−Removed: Total October 1, 2024 - June 30, 2025 July 1, 2025 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 and beyond
+Added: Total January 1, 2025 - June 30, 2025 July 1, 2025 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 and beyond
Long-term debt obligations (1)
23 unchanged sentences
Contingencies
−Removed: As part of its ongoing audit of our Canadian tax returns, the Canada Revenue Agency (CRA) has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016.
+Added: As part of its ongoing audit of our Canadian tax returns, the CRA has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016.
We strongly disagree with the CRA’s positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments.
4 unchanged sentences
Any such income tax expense could also have a corresponding cash tax impact that would primarily occur over a period of several future years based upon annual income realization in Canada.
−Removed: disagree with the CRA’s position for Fiscal 2017 through Fiscal 2019 and intend to vigorously defend our original filing position.
+Added: We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2019 and intend to vigorously defend our original filing position.
We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any reduction to the basis of our depreciable property.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.