OpenText Reports Second Quarter Fiscal Year 2026 Financial Results
Rhea-AI Summary
OpenText (NASDAQ: OTEX) reported Q2 FY2026 results: Total revenue $1.327B (-0.6% Y/Y), Cloud revenue $478M (+3.4% Y/Y), ARR $1.060B (+0.7% Y/Y), adjusted EBITDA $491M (37.0% margin), GAAP net income $168M and GAAP EPS $0.66. The Board declared a $0.275/share cash dividend; Ayman Antoun named CEO effective April 20, 2026. OpenText completed sale of eDOCS for $163M and announced divestiture of Vertica for $150M.
Positive
- Cloud revenue +3.4% Y/Y to $478M, marking 20 consecutive quarters of cloud organic growth
- Adjusted EBITDA $491M with a 37.0% margin
- Free cash flow $279M in Q2; FY'26 YTD free cash flow up 100.8% to $381M
- Completed eDOCS sale for $163M and announced Vertica divestiture for $150M
- Board declared quarterly cash dividend of $0.275 per share
Negative
- Total revenue declined 0.6% Y/Y to $1.327B
- GAAP net income down 26.9% Y/Y to $168M
- GAAP diluted EPS fell 24.1% Y/Y to $0.66
- Non-GAAP operating income and adjusted EBITDA decreased versus prior year (down 2.9% and 2.1% respectively)
News Market Reaction – OTEX
On the day this news was published, OTEX gained 10.00%, reflecting a significant positive market reaction. Argus tracked a peak move of +3.7% during that session. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $565M to the company's valuation, bringing the market cap to $6.21B at that time. Trading volume was elevated at 2.2x the daily average, suggesting notable buying interest.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
OTEX gained 1.38% with elevated volume while peers showed mixed moves: NICE +5.32%, ESTC +2.30%, CVLT +1.84%, but PEGA -0.73% and SRAD -2.64%, pointing to stock-specific factors rather than a broad sector rotation.
Previous Earnings Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Nov 05 | Q1 FY26 earnings | Positive | -5.4% | Q1 FY26 revenue growth, stronger net income, higher EPS and margins. |
| Aug 07 | FY25 results | Positive | +9.8% | FY25 cloud growth, strong Adjusted EBITDA and record capital returns. |
| Apr 30 | Q3 FY25 earnings | Neutral | -4.6% | Mixed Q3 FY25 with revenue decline but ongoing cloud growth and savings plan. |
| Feb 06 | Q2 FY25 earnings | Neutral | -5.7% | Q2 FY25 revenue drop but strong profit metrics and cash generation. |
| Oct 31 | Q1 FY25 earnings | Neutral | -11.2% | Q1 FY25 revenue decline offset by continued cloud growth and solid margins. |
Recent earnings releases often saw negative next-day moves despite generally solid cloud growth and profitability metrics, with only one strong positive reaction over the last five earnings events.
Over the last five earnings events from Oct 2024 through Nov 2025, OpenText consistently reported ongoing cloud growth and solid Adjusted EBITDA margins, even as total revenues declined year-over-year in several quarters. Shareholder returns via dividends and buybacks remained a focus, alongside portfolio reshaping and optimization plans. Despite this, four of the five earnings announcements were followed by negative price reactions, with only the Aug 7, 2025 fiscal 2025 results showing a strong positive move.
Historical Comparison
In the past year, OTEX’s five earnings releases saw an average move of -3.4%, with four negative reactions despite recurring cloud growth and stable margins.
Earnings releases show a shift toward higher-margin cloud and recurring revenues while total revenues fluctuate, supported by portfolio optimization and disciplined capital returns.
Market Pulse Summary
The stock surged +10.0% in the session following this news. A strong positive reaction aligns with improving earnings quality, where Q2 FY2026 delivered cloud revenue growth of 3.4% and non-GAAP EPS up 1.8% despite flat total revenues. Historically, earnings have averaged a -3.4% move, so a sizable gain would stand out versus prior selloffs. Investors would likely watch whether execution on divestitures and recurring revenue momentum supports sustained margins and cash generation.
Key Terms
adjusted ebitda financial
non-gaap financial
gaap financial
free cash flows financial
annual recurring revenues financial
enterprise cloud bookings financial
constant currency financial
annual recurring revenue financial
AI-generated analysis. Not financial advice.
Total Revenues of
Delivers Net Income Margin of
Fiscal 2026 Second Quarter Highlights (in millions)(1)
Total | Cloud | Profitability | Diluted EPS | Cash Flows | |||||||||
Net Income | A-EBITDA | GAAP | Non-GAAP | Operating | Free Cash | ||||||||
- | + | - | + | - | - | ||||||||
"We had an excellent quarter, led by | ||||||
James McGourlay, OpenText Interim Chief Executive Officer | ||||||
"With strong adjusted EBITDA margin and free cash flow performance in the quarter, the strength of the OpenText operating model continues to drive our business to meet the Company's margin targets for Fiscal 2026," said Steve Rai, Executive Vice President, Chief Financial Officer. "Our robust cash flow engine provides the scale and capital flexibility to continue investing for growth within our core Enterprise Information Management for AI market." | ||||||
Steve Rai, OpenText Executive Vice President, Chief Financial Officer | ||||||
"Welcoming Ayman Antoun as our CEO marks a pivotal milestone in OpenText's journey. He brings deep enterprise technology and software expertise with decades of experience leading large scale global transformations. Ayman's leadership will help OpenText expand our market share as the world's leader in secure, trusted data amid accelerating demand for cloud modernization and enterprise AI," said P. Thomas Jenkins, Executive Chair of the Board and Chief Strategy Officer. "The closing of eDOCS and announced divestiture of Vertica demonstrates our continued progress in divesting non-core assets. We remain committed to building a leaner OpenText, focused on growth and helping clients leverage enterprise content to train agentic AI." | ||||||
P. Thomas Jenkins, OpenText Executive Chair & Chief Strategy Officer | ||||||
Second Quarter Financial Highlights Y/Y
- Total revenues:
, -$1.32 7 billion0.6% Y/Y - Annual recurring revenues (ARR):
, +$1.06 0 billion0.7% Y/Y - Cloud revenues:
, +$478 million 3.4% Y/Y, 20 consecutive quarters of cloud organic growth - Quarterly enterprise cloud bookings(2):
, +$295 million 18.0% Y/Y - Cash flows: Operating
and free cash flows(3)$319 million $279 million - Net income: GAAP
, -$168 million 26.9% Y/Y, Non-GAAP(3) , -$286 million 2.4% Y/Y - Adjusted EBITDA(3) of
, margin of$491 million 37.0% - Diluted earnings per share (EPS): GAAP
, Non-GAAP(3)$0.66 $1.13 - Capital returns of
including$119 million via dividends and$69 million of share repurchases$50 million
(1) Numbers presented are in millions of US dollars, except for per share or percentage metrics. |
(2) Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise based customers. |
(3) Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below. |
Financial Highlights for Q2 Fiscal 2026 with Year Over Year Comparisons
Summary of Quarterly Results | |||||||
(In millions, except per share data) | Q2 FY'26 | Q2 FY'25 | $ Change | % Change | Q2 FY'26 | % Change | |
Revenues: | |||||||
Cloud services and subscriptions | 3.4 % | 1.9 % | |||||
Customer support | ( | (1.5) % | (3.7) % | ||||
Total annual recurring revenues** | 0.7 % | (1.2) % | |||||
License | ( | (2.5) % | (5.3) % | ||||
Professional service and other | ( | (11.0) % | (13.1) % | ||||
Total revenues | ( | (0.6) % | (2.6) % | ||||
GAAP-based operating income | ( | (1.4) % | N/A | N/A | |||
Non-GAAP-based operating income (1) | ( | (2.9) % | (7.2) % | ||||
GAAP-based net income attributable to OpenText | ( | (26.9) % | N/A | N/A | |||
Non-GAAP-based net income attributable to OpenText (1) | ( | (2.4) % | (7.4) % | ||||
GAAP-based EPS, diluted | ( | (24.1) % | N/A | N/A | |||
Non-GAAP-based EPS, diluted (1) | 1.8 % | (3.6) % | |||||
Adjusted EBITDA (1) | ( | (2.1) % | (6.1) % | ||||
Operating cash flows | ( | (8.4) % | N/A | N/A | |||
Free cash flows (1) | ( | (8.9) % | N/A | N/A |
Summary of YTD Results | |||||||
(In millions, except per share data) | FY'26 YTD | FY'25 YTD | $ Change | % Change | FY'26 YTD | % Change | |
Revenues: | |||||||
Cloud services and subscriptions | 4.7 % | 3.0 % | |||||
Customer support | ( | (1.5) % | (3.8) % | ||||
Total annual recurring revenues** | 1.2 % | (0.8) % | |||||
License | 1.3 % | (1.1) % | |||||
Professional service and other | ( | (10.2) % | (12.7) % | ||||
Total revenues | 0.4 % | (1.7) % | |||||
GAAP-based operating income | 11.9 % | N/A | N/A | ||||
Non-GAAP-based operating income (1) | 0.7 % | (3.5) % | |||||
GAAP-based net income attributable to OpenText | $— | 0.2 % | N/A | N/A | |||
Non-GAAP-based net income attributable to OpenText (1) | 1.9 % | (3.0) % | |||||
GAAP-based EPS, diluted | 5.1 % | N/A | N/A | ||||
Non-GAAP-based EPS, diluted (1) | 7.4 % | 2.5 % | |||||
Adjusted EBITDA (1) | 1.4 % | (2.5) % | |||||
Operating cash flows | 72.6 % | N/A | N/A | ||||
Free cash flows (1) | 100.8 % | N/A | N/A |
(1) Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below. |
Note: Items in tables may not add due to rounding. Percentages presented are calculated based on the underlying amounts. |
*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. |
**Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. |
Dividend
As part of the quarterly, non-cumulative cash dividend program, the Board declared on February 4, 2026, a cash dividend of
Quarterly Business Highlights
- OpenText appoints Ayman Antoun as Chief Executive Officer, effective April 20, 2026
- OpenText announces divestiture of Vertica, a part of its non-core Analytics portfolio, for
US $150 million - OpenText completes divestiture of eDOCS, a non-core product, for
US $163 million - John Hastings and Margaret Stuart appointed to the Board of Directors in December 2025, totaling four new board members appointed in 2025
- OpenText unveiled next-generation AI Data Platform for secure information management at our OpenText World user conference
- OpenText expands collaboration with SAP to deliver AI-ready cloud content management at scale
- Key customer wins in the quarter include: Anritsu Service Assurance, Atos Group, BNP Paribas, Central Clinical Labs, Dairy Farmers of America, Desjardins, Finova, Raiffeisen Informatik Consulting, Ricoh Corporation, Sklavenitis, Solenis, Turkcell, US Bank National Association
Summary of Quarterly Results | |||||||
Q2 FY'26 | Q1 FY'26 | Q2 FY'25 | % Change (Q2 FY'26 vs | % Change (Q2 FY'26 vs | |||
Revenue (millions) | $ 1,327 | $ 1,288 | $ 1,335 | 3.0 % | (0.6) % | ||
GAAP-based gross margin | 74.0 % | 72.8 % | 73.3 % | 130 | bps | 70 | bps |
Non-GAAP-based gross margin (1) | 77.6 % | 76.5 % | 77.2 % | 120 | bps | 40 | bps |
GAAP-based EPS, diluted | $ 0.66 | $ 0.58 | $ 0.87 | 13.8 % | (24.1) % | ||
Non-GAAP-based EPS, diluted (1) | $ 1.13 | $ 1.05 | $ 1.11 | 7.6 % | 1.8 % |
(1) Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below. |
Conference Call Information
OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast on Thursday, February 5, 2026 at 5:00 p.m. ET (2:00 p.m. PT) from the Investor Relations section of the Company's website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.
Please see below note (2) for a reconciliation of U.S. GAAP-based financial measures used in this press release to Non-GAAP-based financial measures.
OTEX-F
Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents.
About OpenText
OpenText™ is a global leader in secure information management for AI, helping organizations protect, govern, and activate their data with confidence. Our technologies turn data into information with context to form the knowledge base for AI. Learn more at www.opentext.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements about Open Text Corporation ("OpenText" or "the Company") on growth, profitability and future of Information Management, including returning to growth, strategic capital allocation, delivering sustained margin and free cash flow growth, reinvestment in core business, and generating returns for investors; expected future performance, including competitive position of and innovation to certain products and ability to build long-term shareholder value; customer benefits from products; A-EBITDA expansion; executing the Company's capital allocation strategy, including expected return to shareholders; execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings, associated benefits thereof and potential adjustments of amounts thereto; projected outlook, estimates and business model; portfolio shaping opportunities and divestiture of non-core assets, including the proposed divestiture of Vertica, associated strategy, benefits from and timing of such transactions and use of proceeds therefrom; future total and cloud revenues, operating expenses, margins, RPO, cRPO, free cash flows, earnings, interest expense and capital expenditures; net leverage and savings estimates and timing thereof; market share of our products; innovation road map; estimated annualized dividend; expected size and timing of the Repurchase Plan, including execution thereof; future tax rates; renewal rates; new platform and product offerings, including reinvestment therein and associated benefits to customers; internal automation and AI leverage, including our AI strategy, vision and growth; and other matters, which may contain words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", "may", "could", "would", "might", "will" and variations of these words or similar expressions are intended to identify forward-looking statements or information under applicable securities laws (forward-looking statements). In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions, including statements regarding future outlook, estimates and business models, are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change and are not considered guidance. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends are also subject to the final determination and discretion of the Board of Directors, and an annualized dividend has not been approved or declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: all statements regarding the expected future financial position, results of operations, revenues, expenses, margins, cash flows, dividends, share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; incurring unanticipated costs, delays or difficulties; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. 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 Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 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. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our executive's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.
OPEN TEXT CORPORATION | ||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
(In thousands of | ||||||
December 31, 2025 | June 30, 2025 | |||||
ASSETS | (unaudited) | |||||
Cash and cash equivalents | $ 1,271,374 | $ 1,156,496 | ||||
Accounts receivable trade, net of allowance for credit losses of | 665,617 | 659,675 | ||||
Contract assets | 73,965 | 77,920 | ||||
Income taxes recoverable | 38,583 | 108,792 | ||||
Prepaid expenses and other current assets | 186,383 | 198,575 | ||||
Assets held for sale | 116,105 | — | ||||
Total current assets | 2,352,027 | 2,201,458 | ||||
Property and equipment, net of accumulated depreciation of | 389,366 | 375,252 | ||||
Operating lease right of use assets | 156,402 | 197,977 | ||||
Long-term contract assets | 55,133 | 49,293 | ||||
Goodwill | 7,433,913 | 7,517,463 | ||||
Acquired intangible assets | 1,729,983 | 1,976,591 | ||||
Deferred tax assets | 1,071,236 | 1,080,575 | ||||
Other assets | 308,115 | 307,693 | ||||
Long-term income taxes recoverable | 73,987 | 67,762 | ||||
Total assets | $ 13,570,162 | $ 13,774,064 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable and accrued liabilities | $ 929,508 | $ 1,026,583 | ||||
Current portion of long-term debt | 35,850 | 35,850 | ||||
Operating lease liabilities | 66,600 | 75,914 | ||||
Deferred revenues | 1,456,883 | 1,515,382 | ||||
Income taxes payable | 2,804 | 93,325 | ||||
Liabilities held for sale | 13,019 | — | ||||
Total current liabilities | 2,504,664 | 2,747,054 | ||||
Long-term liabilities: | ||||||
Accrued liabilities | 41,214 | 42,312 | ||||
Pension liability, net | 132,511 | 132,215 | ||||
Long-term debt | 6,335,758 | 6,342,071 | ||||
Long-term operating lease liabilities | 155,217 | 189,949 | ||||
Long-term deferred revenues | 165,191 | 168,757 | ||||
Long-term income taxes payable | 68,654 | 79,604 | ||||
Deferred tax liabilities | 121,559 | 141,514 | ||||
Total long-term liabilities | 7,020,104 | 7,096,422 | ||||
Shareholders' equity: | ||||||
Share capital and additional paid-in capital | ||||||
251,676,295 and 254,784,391 Common Shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively; authorized Common Shares: unlimited | 2,183,939 | 2,193,985 | ||||
Accumulated other comprehensive income (loss) | (38,432) | (67,067) | ||||
Retained earnings | 1,971,950 | 1,940,113 | ||||
Treasury stock, at cost (2,584,014 and 4,648,036 shares at December 31, 2025 and June 30, 2025, respectively) | (73,863) | (138,164) | ||||
Total OpenText shareholders' equity | 4,043,594 | 3,928,867 | ||||
Non-controlling interests | 1,800 | 1,721 | ||||
Total shareholders' equity | 4,045,394 | 3,930,588 | ||||
Total liabilities and shareholders' equity | $ 13,570,162 | $ 13,774,064 | ||||
OPEN TEXT CORPORATION | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||
(In thousands of | ||||||||||||||
(unaudited) | ||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||
Revenues: | ||||||||||||||
Cloud services and subscriptions | $ 478,084 | $ 462,306 | $ 962,593 | $ 919,330 | ||||||||||
Customer support | 581,921 | 590,595 | 1,168,766 | 1,186,085 | ||||||||||
License | 184,227 | 188,923 | 318,775 | 314,736 | ||||||||||
Professional service and other | 82,504 | 92,676 | 164,737 | 183,354 | ||||||||||
Total revenues | 1,326,736 | 1,334,500 | 2,614,871 | 2,603,505 | ||||||||||
Cost of revenues: | ||||||||||||||
Cloud services and subscriptions | 170,252 | 172,288 | 342,469 | 347,545 | ||||||||||
Customer support | 58,497 | 62,656 | 122,561 | 125,230 | ||||||||||
License | 9,046 | 6,336 | 16,142 | 12,993 | ||||||||||
Professional service and other | 62,537 | 68,041 | 125,575 | 134,956 | ||||||||||
Amortization of acquired technology-based intangible assets | 44,204 | 47,203 | 88,408 | 94,447 | ||||||||||
Total cost of revenues | 344,536 | 356,524 | 695,155 | 715,171 | ||||||||||
Gross profit | 982,200 | 977,976 | 1,919,716 | 1,888,334 | ||||||||||
Operating expenses: | ||||||||||||||
Research and development | 158,309 | 180,727 | 327,437 | 371,420 | ||||||||||
Sales and marketing | 287,995 | 273,929 | 545,050 | 519,811 | ||||||||||
General and administrative | 110,111 | 99,356 | 215,874 | 206,086 | ||||||||||
Depreciation | 35,267 | 31,879 | 71,188 | 64,050 | ||||||||||
Amortization of acquired customer-based intangible assets | 78,645 | 81,048 | 158,206 | 162,552 | ||||||||||
Special charges (recoveries) | 20,118 | 15,238 | 40,257 | 62,374 | ||||||||||
Total operating expenses | 690,445 | 682,177 | 1,358,012 | 1,386,293 | ||||||||||
Income from operations | 291,755 | 295,799 | 561,704 | 502,041 | ||||||||||
Other income (expense), net | 2,932 | 68,615 | (44) | 32,960 | ||||||||||
Interest and other related expense, net | (79,227) | (83,615) | (160,341) | (167,897) | ||||||||||
Income before income taxes | 215,460 | 280,799 | 401,319 | 367,104 | ||||||||||
Provision for income taxes | 47,334 | 50,893 | 86,533 | 52,776 | ||||||||||
Net income for the period | $ 168,126 | $ 229,906 | $ 314,786 | $ 314,328 | ||||||||||
Net (income) attributable to non-controlling interests | (35) | (44) | (79) | (98) | ||||||||||
Net income attributable to OpenText | $ 168,091 | $ 229,862 | $ 314,707 | $ 314,230 | ||||||||||
Earnings per share—basic attributable to OpenText | $ 0.67 | $ 0.87 | $ 1.24 | $ 1.18 | ||||||||||
Earnings per share—diluted attributable to OpenText | $ 0.66 | $ 0.87 | $ 1.24 | $ 1.18 | ||||||||||
Weighted average number of Common Shares outstanding—basic (in '000's) | 251,983 | 265,099 | 252,814 | 266,252 | ||||||||||
Weighted average number of Common Shares outstanding—diluted (in '000's) | 253,733 | 265,193 | 253,406 | 266,505 | ||||||||||
OPEN TEXT CORPORATION | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||||
(In thousands of | ||||||||||||||
(unaudited) | ||||||||||||||
Three Months Ended December 31, | Six Months Ended | |||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||
Net income for the period | $ 168,126 | $ 229,906 | $ 314,786 | $ 314,328 | ||||||||||
Other comprehensive income (loss)—net of tax: | ||||||||||||||
Net foreign currency translation adjustments | 6,843 | 1,167 | 29,020 | (4,023) | ||||||||||
Unrealized gain (loss) on cash flow hedges: | ||||||||||||||
Unrealized gain (loss)—net of tax (1) | 668 | (4,188) | (1,007) | (3,534) | ||||||||||
(Gain) loss reclassified into net income—net of tax (2) | 45 | 1,010 | (67) | 1,272 | ||||||||||
Unrealized gain (loss) on available-for-sale financial assets: | ||||||||||||||
Unrealized gain (loss)—net of tax (3) | 510 | 436 | 671 | 684 | ||||||||||
Actuarial gain (loss) relating to defined benefit pension plans: | ||||||||||||||
Actuarial gain (loss)—net of tax (4) | — | — | — | (1,045) | ||||||||||
Amortization of actuarial (gain) loss into net income—net of tax (5) | 13 | 252 | 18 | 486 | ||||||||||
Total other comprehensive income (loss), net for the period | 8,079 | (1,323) | 28,635 | (6,160) | ||||||||||
Total comprehensive income | 176,205 | 228,583 | 343,421 | 308,168 | ||||||||||
Comprehensive income attributable to non-controlling interests | (35) | (44) | (79) | (98) | ||||||||||
Total comprehensive income attributable to OpenText | $ 176,170 | $ 228,539 | $ 343,342 | $ 308,070 | ||||||||||
______________________________
(1) | Net of tax expense (recovery) of |
(2) | Net of tax expense (recovery) of |
(3) | Net of tax expense (recovery) of |
(4) | Net of tax expense (recovery) of $— and $— for the three months ended December 31, 2025 and 2024, respectively; $— and |
(5) | Net of tax expense (recovery) of |
OPEN TEXT CORPORATION | ||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||||||
(In thousands of | ||||||||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||
Three Months Ended December 31, 2025 | ||||||||||||||||||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Non- | Total | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||
Balance as of September 30, 2025 | 251,964 | $ 2,189,340 | (4,452) | $ (130,561) | $ 1,938,716 | $ (46,511) | $ 1,765 | $ 3,952,749 | ||||||||||||||||||||||
Issuance of Common Shares | ||||||||||||||||||||||||||||||
Under employee stock option plans | 857 | 26,746 | — | — | — | — | — | 26,746 | ||||||||||||||||||||||
Under employee stock purchase plans | 245 | 7,826 | — | — | — | — | — | 7,826 | ||||||||||||||||||||||
Share-based compensation | — | 21,119 | — | — | — | — | — | 21,119 | ||||||||||||||||||||||
Issuance of treasury stock | — | (51,375) | 1,868 | 56,698 | — | — | — | 5,323 | ||||||||||||||||||||||
Repurchase of Common Shares | (1,390) | (9,717) | — | — | (65,455) | — | — | (75,172) | ||||||||||||||||||||||
Dividends declared ( | — | — | — | — | (69,402) | — | — | (69,402) | ||||||||||||||||||||||
Other comprehensive income (loss) - net | — | — | — | — | — | 8,079 | — | 8,079 | ||||||||||||||||||||||
Net income for the period | — | — | — | — | 168,091 | — | 35 | 168,126 | ||||||||||||||||||||||
Balance as of December 31, 2025 | 251,676 | $ 2,183,939 | (2,584) | $ (73,863) | $ 1,971,950 | $ (38,432) | $ 1,800 | $ 4,045,394 | ||||||||||||||||||||||
Three Months Ended December 31, 2024 | ||||||||||||||||||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Non- | Total | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||
Balance as of September 30, 2024 | 265,546 | $ 2,290,191 | (3,900) | $ (145,646) | $ 2,065,221 | $ (74,456) | $ 1,577 | $ 4,136,887 | ||||||||||||||||||||||
Issuance of Common Shares | ||||||||||||||||||||||||||||||
Under employee stock option plans | 65 | 1,739 | — | — | — | — | — | 1,739 | ||||||||||||||||||||||
Under employee stock purchase plans | 330 | 9,308 | — | — | — | — | — | 9,308 | ||||||||||||||||||||||
Share-based compensation | — | 30,355 | — | — | — | — | — | 30,355 | ||||||||||||||||||||||
Purchase of treasury stock | — | — | (1,363) | (40,013) | — | — | — | (40,013) | ||||||||||||||||||||||
Issuance of treasury stock | — | (39,906) | 1,037 | 41,227 | — | — | — | 1,321 | ||||||||||||||||||||||
Repurchase of Common Shares | (2,213) | (16,104) | — | — | (50,990) | — | — | (67,094) | ||||||||||||||||||||||
Dividends declared ( | — | — | — | — | (69,579) | — | — | (69,579) | ||||||||||||||||||||||
Other comprehensive income (loss) - net | — | — | — | — | — | (1,323) | — | (1,323) | ||||||||||||||||||||||
Net income for the period | — | — | — | — | 229,862 | — | 44 | 229,906 | ||||||||||||||||||||||
Balance as of December 31, 2024 | 263,728 | $ 2,275,583 | (4,226) | $ (144,432) | $ 2,174,514 | $ (75,779) | $ 1,621 | $ 4,231,507 | ||||||||||||||||||||||
OPEN TEXT CORPORATION | ||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||||||
(In thousands of | ||||||||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||
Six Months Ended December 31, 2025 | ||||||||||||||||||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Non- Controlling | Total | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||
Balance as of June 30, 2025 | 254,784 | $ 2,193,985 | (4,648) | $ (138,164) | $ 1,940,113 | $ (67,067) | $ 1,721 | $ 3,930,588 | ||||||||||||||||||||||
Issuance of Common Shares | ||||||||||||||||||||||||||||||
Under employee stock option plans | 882 | 27,301 | — | — | — | — | — | 27,301 | ||||||||||||||||||||||
Under employee stock purchase plans | 556 | 15,422 | — | — | — | — | — | 15,422 | ||||||||||||||||||||||
Share-based compensation | — | 38,800 | — | — | — | — | — | 38,800 | ||||||||||||||||||||||
Issuance of treasury stock | — | (58,777) | 2,064 | 64,301 | — | — | — | 5,524 | ||||||||||||||||||||||
Repurchase of Common Shares | (4,546) | (32,792) | — | — | (144,103) | — | — | (176,895) | ||||||||||||||||||||||
Dividends declared ( | — | — | — | — | (138,767) | — | — | (138,767) | ||||||||||||||||||||||
Other comprehensive income (loss) - net | — | — | — | — | — | 28,635 | — | 28,635 | ||||||||||||||||||||||
Net income for the period | — | — | — | — | 314,707 | — | 79 | 314,786 | ||||||||||||||||||||||
Balance as of December 31, 2025 | 251,676 | $ 2,183,939 | (2,584) | $ (73,863) | $ 1,971,950 | $ (38,432) | $ 1,800 | $ 4,045,394 | ||||||||||||||||||||||
Six Months Ended December 31, 2024 | ||||||||||||||||||||||||||||||
Common Shares and | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Non- | Total | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||
Balance as of June 30, 2024 | 267,801 | $ 2,271,886 | (3,136) | $ (123,268) | $ 2,119,159 | $ (69,619) | $ 1,523 | $ 4,199,681 | ||||||||||||||||||||||
Issuance of Common Shares | ||||||||||||||||||||||||||||||
Under employee stock option plans | 70 | 1,880 | — | — | — | — | — | 1,880 | ||||||||||||||||||||||
Under employee stock purchase plans | 719 | 19,171 | — | — | — | — | — | 19,171 | ||||||||||||||||||||||
Share-based compensation | — | 59,801 | — | — | — | — | — | 59,801 | ||||||||||||||||||||||
Purchase of treasury stock | — | — | (2,187) | (65,023) | — | — | — | (65,023) | ||||||||||||||||||||||
Issuance of treasury stock | — | (41,836) | 1,097 | 43,859 | (702) | — | — | 1,321 | ||||||||||||||||||||||
Repurchase of Common Shares | (4,862) | (35,319) | — | — | (118,256) | — | — | (153,575) | ||||||||||||||||||||||
Dividends declared ( | — | — | — | — | (139,917) | — | — | (139,917) | ||||||||||||||||||||||
Other comprehensive income (loss) - net | — | — | — | — | — | (6,160) | — | (6,160) | ||||||||||||||||||||||
Net income for the period | — | — | — | — | 314,230 | — | 98 | 314,328 | ||||||||||||||||||||||
Balance as of December 31, 2024 | 263,728 | $ 2,275,583 | (4,226) | $ (144,432) | $ 2,174,514 | $ (75,779) | $ 1,621 | $ 4,231,507 | ||||||||||||||||||||||
OPEN TEXT CORPORATION | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
(In thousands of | ||||||||||||||
(unaudited) | ||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||
Cash flows from operating activities: | ||||||||||||||
Net income for the period | $ 168,126 | $ 229,906 | $ 314,786 | $ 314,328 | ||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization of intangible assets | 158,116 | 160,130 | 317,802 | 321,049 | ||||||||||
Share-based compensation expense | 21,232 | 30,361 | 38,913 | 59,919 | ||||||||||
Pension expense | 3,087 | 3,350 | 6,228 | 6,813 | ||||||||||
Amortization of debt discount and issuance costs | 5,852 | 5,499 | 11,612 | 10,795 | ||||||||||
Write-off of right of use assets | 3,422 | 1,385 | 7,844 | 1,385 | ||||||||||
Adjustment to gain on AMC Divestiture | — | 4,175 | — | 4,175 | ||||||||||
Loss on sale and write down of property and equipment, net | 509 | 437 | 2,823 | 439 | ||||||||||
Deferred taxes | (17,667) | (10,827) | (32,799) | (52,977) | ||||||||||
Share in net (income) of equity investees | (5,216) | (1,538) | (7,633) | (1,993) | ||||||||||
Changes in derivative instruments | (2,906) | (45,549) | (10,749) | (20,614) | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Accounts receivable | (33,508) | (15,728) | 60,490 | 41,879 | ||||||||||
Contract assets | (38,708) | (26,097) | (69,678) | (59,946) | ||||||||||
Prepaid expenses and other current assets | 12,264 | 32,427 | 10,168 | 54,578 | ||||||||||
Income taxes | 448 | (3,218) | (32,664) | (196,727) | ||||||||||
Accounts payable and accrued liabilities | (8,699) | (20,590) | (98,492) | (128,110) | ||||||||||
Deferred revenue | 59,383 | 5,124 | (49,415) | (71,407) | ||||||||||
Other assets | (432) | 3,306 | 7,377 | (1,436) | ||||||||||
Operating lease assets and liabilities, net | (6,644) | (4,561) | (10,191) | (11,964) | ||||||||||
Net cash provided by operating activities | 318,659 | 347,992 | 466,422 | 270,186 | ||||||||||
Cash flows from investing activities: | ||||||||||||||
Additions of property and equipment | (39,215) | (41,269) | (85,749) | (80,585) | ||||||||||
Adjustment to proceeds from AMC Divestiture | — | (11,686) | — | (11,686) | ||||||||||
Proceeds from interest on derivative instruments | — | — | 870 | 2,519 | ||||||||||
Other investing activities | — | 5,535 | 632 | 5,892 | ||||||||||
Net cash used in investing activities | (39,215) | (47,420) | (84,247) | (83,860) | ||||||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from issuance of Common Shares from exercise of stock options and ESPP | 33,119 | 8,291 | 41,499 | 17,740 | ||||||||||
Repayment of long-term debt and Revolver | (8,963) | (8,963) | (17,926) | (17,926) | ||||||||||
Net change in transition services agreement obligation | — | 26,233 | — | 21,938 | ||||||||||
Debt issuance costs | — | (1,066) | — | (1,066) | ||||||||||
Repurchase of Common Shares | (49,996) | (66,003) | (157,625) | (153,406) | ||||||||||
Purchase of treasury stock | — | (40,023) | — | (65,023) | ||||||||||
Payments of dividends to shareholders | (68,515) | (68,313) | (136,735) | (137,374) | ||||||||||
Net cash used in financing activities | (94,355) | (149,844) | (270,787) | (335,117) | ||||||||||
Foreign exchange gain (loss) on cash held in foreign currencies | (803) | (28,930) | 3,503 | (9,794) | ||||||||||
Increase (decrease) in cash, cash equivalents and restricted cash during the period | 184,286 | 121,798 | 114,891 | (158,585) | ||||||||||
Cash, cash equivalents and restricted cash at beginning of the period | 1,088,711 | 1,002,410 | 1,158,106 | 1,282,793 | ||||||||||
Cash, cash equivalents and restricted cash at end of the period | $ 1,272,997 | $ 1,124,208 | $ 1,272,997 | $ 1,124,208 | ||||||||||
OPEN TEXT CORPORATION | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
(In thousands of | ||||||
(unaudited) | ||||||
Reconciliation of cash, cash equivalents and restricted cash: | December 31, 2025 | December 31, 2024 | ||||
Cash and cash equivalents | $ 1,271,374 | $ 1,122,192 | ||||
Restricted cash (1) | 1,623 | 2,016 | ||||
Total cash, cash equivalents and restricted cash | $ 1,272,997 | $ 1,124,208 | ||||
(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets. | |||
Notes
(1) All dollar amounts in this press release are in
(2) Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with
The Company uses these Non-GAAP financial measures to supplement the information provided in its condensed consolidated financial statements, which are presented in accordance with
Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense.
Adjusted EBITDA is defined and calculated as GAAP-based net income (loss), attributable to OpenText, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue.
Free cash flows is defined and calculated as GAAP-based cash flows provided by operating activities less capital expenditures.
The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under
The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special charges (recoveries)" caption on the Condensed Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends.
In summary, the Company believes the provision of supplemental Non-GAAP measures allow 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 OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to outlook, estimates or business models, including A-EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.
The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-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, 2025 (In thousands, except for per share data) | ||||||
Three Months Ended December 31, 2025 | ||||||
GAAP-based | GAAP-based % of Total | Adjustments | Note | Non-GAAP- | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 170,252 | $ (1,597) | (1) | $ 168,655 | ||
Customer support | 58,497 | (1,087) | (1) | 57,410 | ||
Professional service and other | 62,537 | (822) | (1) | 61,715 | ||
Amortization of acquired technology-based intangible assets | 44,204 | (44,204) | (2) | — | ||
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 982,200 | 74.0 % | 47,710 | (3) | 1,029,910 | 77.6 % |
Operating expenses | ||||||
Research and development | 158,309 | (4,839) | (1) | 153,470 | ||
Sales and marketing | 287,995 | (7,837) | (1) | 280,158 | ||
General and administrative | 110,111 | (5,050) | (1) | 105,061 | ||
Amortization of acquired customer-based intangible assets | 78,645 | (78,645) | (2) | — | ||
Special charges (recoveries) | 20,118 | (20,118) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 291,755 | 164,199 | (5) | 455,954 | ||
Other income (expense), net | 2,932 | (2,932) | (6) | — | ||
Provision for income taxes | 47,334 | 43,080 | (7) | 90,414 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 168,091 | 118,187 | (8) | 286,278 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 0.66 | $ 0.47 | (8) | $ 1.13 | ||
(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) | GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. |
(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. |
(5) | GAAP-based and Non-GAAP-based income from operations stated in dollars. |
(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. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. 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. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Three Months Ended December 31, 2025 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 168,091 | $ 0.66 |
Add: | ||
Amortization | 122,849 | 0.49 |
Share-based compensation | 21,232 | 0.08 |
Special charges (recoveries) | 20,118 | 0.08 |
Other (income) expense, net | (2,932) | (0.01) |
GAAP-based provision for income taxes | 47,334 | 0.19 |
Non-GAAP-based provision for income taxes | (90,414) | (0.36) |
Non-GAAP-based net income, attributable to OpenText | $ 286,278 | $ 1.13 |
Reconciliation of Adjusted EBITDA | ||
Three Months Ended December 31, 2025 | ||
GAAP-based net income, attributable to OpenText | $ 168,091 | |
Add: | ||
Provision for income taxes | 47,334 | |
Interest and other related expense, net | 79,227 | |
Amortization of acquired technology-based intangible assets | 44,204 | |
Amortization of acquired customer-based intangible assets | 78,645 | |
Depreciation | 35,267 | |
Share-based compensation | 21,232 | |
Special charges (recoveries) | 20,118 | |
Other (income) expense, net | (2,932) | |
Adjusted EBITDA | $ 491,186 | |
GAAP-based net income margin | 12.7 % | |
Adjusted EBITDA margin | 37.0 % | |
Reconciliation of Free Cash Flows | ||
Three Months Ended December 31, 2025 | ||
GAAP-based cash flows provided by operating activities | $ 318,659 | |
Add: | ||
Capital expenditures (1) | (39,215) | |
Free cash flows | $ 279,444 | |
(1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. | ||
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the six months ended December 31, 2025 (In thousands, except for per share data) | ||||||
Six Months Ended December 31, 2025 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 342,469 | $ (3,346) | (1) | $ 339,123 | ||
Customer support | 122,561 | (2,140) | (1) | 120,421 | ||
Professional service and other | 125,575 | (1,321) | (1) | 124,254 | ||
Amortization of acquired technology-based intangible assets | 88,408 | (88,408) | (2) | — | ||
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 1,919,716 | 73.4 % | 95,215 | (3) | 2,014,931 | 77.1 % |
Operating expenses | ||||||
Research and development | 327,437 | (8,448) | (1) | 318,989 | ||
Sales and marketing | 545,050 | (14,733) | (1) | 530,317 | ||
General and administrative | 215,874 | (8,925) | (1) | 206,949 | ||
Amortization of acquired customer-based intangible assets | 158,206 | (158,206) | (2) | — | ||
Special charges (recoveries) | 40,257 | (40,257) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 561,704 | 325,784 | (5) | 887,488 | ||
Other income (expense), net | (44) | 44 | (6) | — | ||
Provision for income taxes | 86,533 | 87,982 | (7) | 174,515 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 314,707 | 237,846 | (8) | 552,553 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 1.24 | $ 0.94 | (8) | $ 2.18 | ||
(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) | GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. |
(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. |
(5) | GAAP-based and Non-GAAP-based income from operations stated in dollars. |
(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. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. 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. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Six Months Ended December 31, 2025 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 314,707 | $ 1.24 |
Add (deduct): | ||
Amortization | 246,614 | 0.98 |
Share-based compensation | 38,913 | 0.15 |
Special charges (recoveries) | 40,257 | 0.16 |
Other (income) expense, net | 44 | — |
GAAP-based provision for income taxes | 86,533 | 0.34 |
Non-GAAP-based provision for income taxes | (174,515) | (0.69) |
Non-GAAP-based net income, attributable to OpenText | $ 552,553 | $ 2.18 |
Reconciliation of Adjusted EBITDA | ||
Six Months Ended December 31, 2025 | ||
GAAP-based net income, attributable to OpenText | $ 314,707 | |
Add: | ||
Provision for income taxes | 86,533 | |
Interest and other related expense, net | 160,341 | |
Amortization of acquired technology-based intangible assets | 88,408 | |
Amortization of acquired customer-based intangible assets | 158,206 | |
Depreciation | 71,188 | |
Share-based compensation | 38,913 | |
Special charges (recoveries) | 40,257 | |
Other (income) expense, net | 44 | |
Adjusted EBITDA | $ 958,597 | |
GAAP-based net income margin | 12.0 % | |
Adjusted EBITDA margin | 36.7 % | |
Reconciliation of Free cash flows | ||
Six Months Ended December 31, 2025 | ||
GAAP-based cash flows provided by operating activities | $ 466,422 | |
Add: | ||
Capital expenditures (1) | (85,749) | |
Free cash flows | $ 380,673 | |
(1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. | ||
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended September 30, 2025 (In thousands, except for per share data) | ||||||
Three Months Ended September 30, 2025 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 172,217 | $ (1,749) | (1) | $ 170,468 | ||
Customer support | 64,064 | (1,053) | (1) | 63,011 | ||
Professional service and other | 63,038 | (499) | (1) | 62,539 | ||
Amortization of acquired technology-based intangible assets | 44,204 | (44,204) | (2) | — | ||
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) | 937,516 | 72.8 % | 47,505 | (3) | 985,021 | 76.5 % |
Operating expenses | ||||||
Research and development | 169,128 | (3,609) | (1) | 165,519 | ||
Sales and marketing | 257,055 | (6,896) | (1) | 250,159 | ||
General and administrative | 105,763 | (3,875) | (1) | 101,888 | ||
Amortization of acquired customer-based intangible assets | 79,561 | (79,561) | (2) | — | ||
Special charges (recoveries) | 20,139 | (20,139) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 269,949 | 161,585 | (5) | 431,534 | ||
Other income (expense), net | (2,976) | 2,976 | (6) | — | ||
Provision for income taxes | 39,199 | 44,902 | (7) | 84,101 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 146,616 | 119,659 | (8) | 266,275 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 0.58 | $ 0.47 | (8) | $ 1.05 | ||
(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) | GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. |
(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. |
(5) | GAAP-based and Non-GAAP-based income from operations stated in dollars. |
(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. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. 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. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Three Months Ended September 30, 2025 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 146,616 | $ 0.58 |
Add: | ||
Amortization | 123,765 | 0.49 |
Share-based compensation | 17,681 | 0.07 |
Special charges (recoveries) | 20,139 | 0.08 |
Other (income) expense, net | 2,976 | 0.01 |
GAAP-based provision for income taxes | 39,199 | 0.15 |
Non-GAAP-based provision for income taxes | (84,101) | (0.33) |
Non-GAAP-based net income, attributable to OpenText | $ 266,275 | $ 1.05 |
Reconciliation of Adjusted EBITDA | ||
Three Months Ended September 30, 2025 | ||
GAAP-based net income, attributable to OpenText | $ 146,616 | |
Add: | ||
Provision for income taxes | 39,199 | |
Interest and other related expense, net | 81,114 | |
Amortization of acquired technology-based intangible assets | 44,204 | |
Amortization of acquired customer-based intangible assets | 79,561 | |
Depreciation | 35,921 | |
Share-based compensation | 17,681 | |
Special charges (recoveries) | 20,139 | |
Other (income) expense, net | 2,976 | |
Adjusted EBITDA | $ 467,411 | |
GAAP-based net income margin | 11.4 % | |
Adjusted EBITDA margin | 36.3 % | |
Reconciliation of Free Cash Flows | ||
Three Months Ended September 30, 2025 | ||
GAAP-based cash flows provided by operating activities | $ 147,763 | |
Add: | ||
Capital expenditures (1) | (46,534) | |
Free cash flows | $ 101,229 | |
(1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. | ||
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended December 31, 2024 (In thousands, except for per share data) | ||||||
Three Months Ended December 31, 2024 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 172,288 | $ (2,796) | (1) | $ 169,492 | ||
Customer support | 62,656 | (1,139) | (1) | 61,517 | ||
Professional service and other | 68,041 | (1,273) | (1) | 66,768 | ||
Amortization of acquired technology-based intangible assets | 47,203 | (47,203) | (2) | — | ||
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) | 977,976 | 73.3 % | 52,411 | (3) | 1,030,387 | 77.2 % |
Operating expenses | ||||||
Research and development | 180,727 | (7,656) | (1) | 173,071 | ||
Sales and marketing | 273,929 | (11,223) | (1) | 262,706 | ||
General and administrative | 99,356 | (6,274) | (1) | 93,082 | ||
Amortization of acquired customer-based intangible assets | 81,048 | (81,048) | (2) | — | ||
Special charges (recoveries) | 15,238 | (15,238) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 295,799 | 173,850 | (5) | 469,649 | ||
Other income (expense), net | 68,615 | (68,615) | (6) | — | ||
Provision for income taxes | 50,893 | 41,755 | (7) | 92,648 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 229,862 | 63,480 | (8) | 293,342 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 0.87 | $ 0.24 | (8) | $ 1.11 | ||
(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) | GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. |
(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. |
(5) | GAAP-based and Non-GAAP-based income from operations stated in dollars. |
(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. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. 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. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Three Months Ended December 31, 2024 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 229,862 | $ 0.87 |
Add: | ||
Amortization | 128,251 | 0.49 |
Share-based compensation | 30,361 | 0.11 |
Special charges (recoveries) | 15,238 | 0.06 |
Other (income) expense, net | (68,615) | (0.26) |
GAAP-based provision for income taxes | 50,893 | 0.19 |
Non-GAAP-based provision for income taxes | (92,648) | (0.35) |
Non-GAAP-based net income, attributable to OpenText | $ 293,342 | $ 1.11 |
Reconciliation of Adjusted EBITDA | ||
Three Months Ended December 31, 2024 | ||
GAAP-based net income, attributable to OpenText | $ 229,862 | |
Add: | ||
Provision for income taxes | 50,893 | |
Interest and other related expense, net | 83,615 | |
Amortization of acquired technology-based intangible assets | 47,203 | |
Amortization of acquired customer-based intangible assets | 81,048 | |
Depreciation | 31,879 | |
Share-based compensation | 30,361 | |
Special charges (recoveries) | 15,238 | |
Other (income) expense, net | (68,615) | |
Adjusted EBITDA | $ 501,484 | |
GAAP-based net income margin | 17.2 % | |
Adjusted EBITDA margin | 37.6 % | |
Reconciliation of Free Cash Flows | ||
Three Months Ended December 31, 2024 | ||
GAAP-based cash flows provided by operating activities | $ 347,992 | |
Add: | ||
Capital expenditures (1) | (41,269) | |
Free cash flows | $ 306,723 | |
(1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. | ||
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the six months ended December 31, 2024 (In thousands, except for per share data) | ||||||
Six Months Ended December 31, 2024 | ||||||
GAAP-based Measures | GAAP-based % of Total | Adjustments | Note | Non-GAAP- Measures | Non-GAAP- % of Total | |
Cost of revenues | ||||||
Cloud services and subscriptions | $ 347,545 | $ (4,982) | (1) | $ 342,563 | ||
Customer support | 125,230 | (2,481) | (1) | 122,749 | ||
Professional service and other | 134,956 | (2,587) | (1) | 132,369 | ||
Amortization of acquired technology-based intangible assets | 94,447 | (94,447) | (2) | — | ||
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 % |
Operating expenses | ||||||
Research and development | 371,420 | (15,823) | (1) | 355,597 | ||
Sales and marketing | 519,811 | (20,538) | (1) | 499,273 | ||
General and administrative | 206,086 | (13,508) | (1) | 192,578 | ||
Amortization of acquired customer-based intangible assets | 162,552 | (162,552) | (2) | — | ||
Special charges (recoveries) | 62,374 | (62,374) | (4) | — | ||
GAAP-based income from operations / Non-GAAP-based income from operations | 502,041 | 379,292 | (5) | 881,333 | ||
Other income (expense), net | 32,960 | (32,960) | (6) | — | ||
Provision for income taxes | 52,776 | 118,448 | (7) | 171,224 | ||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 314,230 | 227,884 | (8) | 542,114 | ||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ 1.18 | $ 0.85 | (8) | $ 2.03 | ||
(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) | GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. |
(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. |
(5) | GAAP-based and Non-GAAP-based income from operations stated in dollars. |
(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. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. 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. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. 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 |
(8) | Reconciliation of GAAP-based net income to Non-GAAP-based net income: |
Six Months Ended December 31, 2024 | ||
Per share diluted | ||
GAAP-based net income, attributable to OpenText | $ 314,230 | $ 1.18 |
Add (deduct): | ||
Amortization | 256,999 | 0.96 |
Share-based compensation | 59,919 | 0.22 |
Special charges (recoveries) | 62,374 | 0.23 |
Other (income) expense, net | (32,960) | (0.12) |
GAAP-based provision for income taxes | 52,776 | 0.20 |
Non-GAAP-based provision for income taxes | (171,224) | (0.64) |
Non-GAAP-based net income, attributable to OpenText | $ 542,114 | $ 2.03 |
Reconciliation of Adjusted EBITDA | ||
Six Months Ended December 31, 2024 | ||
GAAP-based net income, attributable to OpenText | $ 314,230 | |
Add: | ||
Provision for income taxes | 52,776 | |
Interest and other related expense, net | 167,897 | |
Amortization of acquired technology-based intangible assets | 94,447 | |
Amortization of acquired customer-based intangible assets | 162,552 | |
Depreciation | 64,050 | |
Share-based compensation | 59,919 | |
Special charges (recoveries) | 62,374 | |
Other (income) expense, net | (32,960) | |
Adjusted EBITDA | $ 945,285 | |
GAAP-based net income margin | 12.1 % | |
Adjusted EBITDA margin | 36.3 % | |
Reconciliation of Free cash flows | ||
Six Months Ended December 31, 2024 | ||
GAAP-based cash flows provided by operating activities | $ 270,186 | |
Add: | ||
Capital expenditures (1) | (80,585) | |
Free cash flows | $ 189,601 | |
(1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. | ||
(3) The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three and six months ended December 31, 2025 and 2024: |
Three Months Ended December 31, 2025 | Three Months Ended December 31, 2024 | ||||
Currencies | % of Revenue | % of Expenses(1) | % of Revenue | % of Expenses(1) | |
EURO | 26 % | 14 % | 23 % | 13 % | |
GBP | 5 % | 6 % | 5 % | 7 % | |
CAD | 3 % | 13 % | 3 % | 10 % | |
USD | 55 % | 43 % | 58 % | 46 % | |
Other | 11 % | 24 % | 11 % | 24 % | |
Total | 100 % | 100 % | 100 % | 100 % | |
Six Months Ended December 31, 2025 | Six Months Ended December 31, 2024 | ||||
Currencies | % of Revenue | % of Expenses(1) | % of Revenue | % of Expenses(1) | |
EURO | 25 % | 13 % | 23 % | 12 % | |
GBP | 5 % | 6 % | 5 % | 7 % | |
CAD | 3 % | 13 % | 3 % | 10 % | |
USD | 56 % | 45 % | 59 % | 48 % | |
Other | 11 % | 23 % | 10 % | 23 % | |
Total | 100 % | 100 % | 100 % | 100 % | |
(1) Expenses include all cost of revenues and operating expenses included within the Condensed Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges (recoveries). |
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SOURCE Open Text Corporation
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