OPEN TEXT CORP - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 10-Q

______________________



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019.



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-27544

______________________________________

OPEN TEXT CORPORATION

(Exact name of Registrant as specified in its charter)

______________________



Canada	98-0154400
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)



275 Frank Tompa Drive,			N2L 0A1
Waterloo,	Ontario	Canada	N2L 0A1
(Address of principal executive offices)			(Zip code)

Registrant's telephone number, including area code: (519) 888-7111

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock without par value	OTEX	NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At October 29, 2019, there were 270,399,250 outstanding Common Shares of the registrant.

OPEN TEXT CORPORATION

TABLE OF CONTENTS



		Page No
Part I Financial Information
Item 1. Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and June 30, 2019	3
	Condensed Consolidated Statements of Income - Three Months Ended September 30, 2019 and 2018 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income - Three Months Ended September 30, 2019 and 2018 (unaudited)	5
	Condensed Consolidated Statements of Shareholders' Equity - Three Months Ended September 30, 2019 and 2018 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows - Three Months Ended September 30, 2019 and 2018 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3. Quantitative and Qualitative Disclosures about Market Risk		60
Item 4. Controls and Procedures		61
Part II Other Information
Item 1A. Risk Factors		62
Item 2. Unregistered Sales of Equity Securities and use of Proceeds		62
Item 6. Exhibits		63
Signatures		64

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)



	September 30, 2019			June 30, 2019
ASSETS	(unaudited)
Cash and cash equivalents	$	999,298		$	941,009
Accounts receivable trade, net of allowance for doubtful accounts of $16,290 as of September 30, 2019 and $17,011 as of June 30, 2019 (note 4)	410,981			463,785
Contract assets (note 3)	20,204			20,956
Income taxes recoverable (note 15)	21,054			38,340
Prepaid expenses and other current assets	91,753			97,238
Total current assets	1,543,290			1,561,328
Property and equipment (note 5)	248,613			249,453
Operating lease right of use assets (note 6)	203,329			—
Long-term contract assets (note 3)	18,920			15,386
Goodwill (note 7)	3,765,898			3,769,908
Acquired intangible assets (note 8)	1,057,151			1,146,504
Deferred tax assets (note 15)	995,262			1,004,450
Other assets (note 9)	146,105			148,977
Long-term income taxes recoverable (note 15)	40,939			37,969
Total assets	$	8,019,507		$	7,933,975
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (note 10)	$	260,869		$	329,903
Current portion of long-term debt (note 11)	10,000			10,000
Operating lease liabilities (note 6)	60,687			—
Deferred revenues (note 3)	584,193			641,656
Income taxes payable (note 15)	36,104			33,158
Total current liabilities	951,853			1,014,717
Long-term liabilities:
Accrued liabilities (note 10)	15,384			49,441
Pension liability (note 12)	77,470			75,239
Long-term debt (note 11)	2,603,506			2,604,878
Long-term operating lease liability (note 6)	177,596			—
Deferred revenues (note 3)	41,588			46,974
Long-term income taxes payable (note 15)	191,268			202,184
Deferred tax liabilities (note 15)	52,728			55,872
Total long-term liabilities	3,159,540			3,034,588
Shareholders’ equity:
Share capital and additional paid-in capital (note 13)
270,189,544 and 269,834,442 Common Shares issued and outstanding at September 30, 2019 and June 30, 2019, respectively; authorized Common Shares: unlimited	1,791,689			1,774,214
Accumulated other comprehensive income	15,096			24,124
Retained earnings	2,141,278			2,113,883
Treasury stock, at cost (1,102,871 shares at September 30, 2019 and 802,871 shares at June 30, 2019, respectively)	(41,190		)	(28,766		)
Total OpenText shareholders' equity	3,906,873			3,883,455
Non-controlling interests	1,241			1,215
Total shareholders’ equity	3,908,114			3,884,670
Total liabilities and shareholders’ equity	$	8,019,507		$	7,933,975

Guarantees and contingencies (note 14)

Related party transactions (note 22)

Subsequent event (note 23)

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of U.S. dollars, except share and per share data)

(unaudited)



	Three Months Ended September 30,
	2019			2018
Revenues (note 3):
License	$	77,898		$	76,887
Cloud services and subscriptions	237,265			208,083
Customer support	312,298			311,551
Professional service and other	69,427			70,636
Total revenues	696,888			667,157
Cost of revenues:
License	2,323			3,872
Cloud services and subscriptions	102,162			87,703
Customer support	29,387			30,465
Professional service and other	54,338			56,796
Amortization of acquired technology-based intangible assets (note 8)	40,298			47,477
Total cost of revenues	228,508			226,313
Gross profit	468,380			440,844
Operating expenses:
Research and development	81,178			77,470
Sales and marketing	128,618			120,182
General and administrative	51,535			50,924
Depreciation	20,277			23,854
Amortization of acquired customer-based intangible assets (note 8)	49,158			45,876
Special charges (recoveries) (note 18)	5,101			23,311
Total operating expenses	335,867			341,617
Income from operations	132,513			99,227
Other income (expense), net	(2,785		)	1,522
Interest and other related expense, net	(32,210		)	(34,531		)
Income before income taxes	97,518			66,218
Provision for (recovery of) income taxes (note 15)	23,091			29,850
Net income for the period	$	74,427		$	36,368
Net (income) loss attributable to non-controlling interests	(26		)	(44		)
Net income attributable to OpenText	$	74,401		$	36,324
Earnings per share—basic attributable to OpenText (note 21)	$	0.28		$	0.14
Earnings per share—diluted attributable to OpenText (note 21)	$	0.27		$	0.13
Weighted average number of Common Shares outstanding—basic (in '000's)	270,013			268,028
Weighted average number of Common Shares outstanding—diluted (in '000's)	271,251			269,387

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

(unaudited)



	Three Months Ended September 30,
	2019			2018
Net income for the period	$	74,427		$	36,368
Other comprehensive income (loss)—net of tax:
Net foreign currency translation adjustments	(5,611		)	(3,520		)
Unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss) - net of tax expense (recovery) effect of $(206) and $181 for the three months ended September 30, 2019 and 2018, respectively	(572		)	502
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of $3 and $132 for the three months ended September 30, 2019 and 2018, respectively	8			366
Actuarial gain (loss) relating to defined benefit pension plans:
Actuarial gain (loss) - net of tax expense (recovery) effect of $(1,249) and $306 for the three months ended September 30, 2019 and 2018, respectively	(3,084		)	1,197
Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $146 and $73 for the three months ended September 30, 2019 and 2018, respectively	231			66
Total other comprehensive income (loss) net, for the period	(9,028		)	(1,389		)
Total comprehensive income	65,399			34,979
Comprehensive (income) loss attributable to non-controlling interests	(26		)	(44		)
Total comprehensive income attributable to OpenText	$	65,373		$	34,935

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S. dollars and shares)

(unaudited)



	Three Months Ended September 30, 2019
	Common Shares and Additional Paid in Capital			Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income			Non-Controlling Interests		Total
	Shares	Amount		Shares		Amount			Retained Earnings			Accumulated Other Comprehensive Income			Non-Controlling Interests		Total
Balance as of June 30, 2019	269,834	$	1,774,214	(803	)	$	(28,766	)	$	2,113,883		$	24,124		$	1,215	$	3,884,670
Issuance of Common Shares
Under employee stock option plans	184	4,576		—		—			—			—			—		4,576
Under employee stock purchase plans	172	6,008		—		—			—			—			—		6,008
Share-based compensation	—	6,891		—		—			—			—			—		6,891
Purchase of treasury stock	—	—		(300	)	(12,424		)	—			—			—		(12,424		)
Dividends declared ($0.1746 per Common Share)	—	—		—		—			(47,006		)	—			—		(47,006		)
Other comprehensive income - net	—	—		—		—			—			(9,028		)	—		(9,028		)
Net income for the quarter	—	—		—		—			74,401			—			26		74,427
Balance as of September 30, 2019	270,190	$	1,791,689	(1,103	)	$	(41,190	)	$	2,141,278		$	15,096		$	1,241	$	3,908,114



	Three Months Ended September 30, 2018
	Common Shares and Additional Paid in Capital				Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income			Non-Controlling Interests		Total
	Shares	Amount			Shares		Amount			Retained Earnings			Accumulated Other Comprehensive Income			Non-Controlling Interests		Total
Balance as of June 30, 2018	267,651	$	1,707,073		(691	)	$	(18,732	)	$	1,994,235		$	33,645		$	1,037	$	3,717,258
Adoption of ASU 2016-16 - cumulative effect	—	—			—		—			(26,780		)	—			—		(26,780		)
Adoption of Topic 606 - cumulative effect	—	—			—		—			29,786			—			—		29,786
Issuance of Common Shares
Under employee stock option plans	494	12,431			—		—			—			—			—		12,431
Under employee stock purchase plans	187	5,569			—		—			—			—			—		5,569
Share-based compensation	—	6,555			—		—			—			—			—		6,555
Purchase of treasury stock	—	—			(304	)	(11,719		)	—			—			—		(11,719		)
Issuance of treasury stock	—	(70		)	3		70			—			—			—		—
Dividends declared ($0.1518 per Common Share)	—	—			—		—			(40,466		)	—			—		(40,466		)
Other comprehensive income - net	—	—			—		—			—			(1,389		)	—		(1,389		)
Non-controlling interest	—	(625		)	—		—			—			—			42		(583		)
Net income for the quarter	—	—			—		—			36,324			—			44		36,368
Balance as of September 30, 2018	268,332	$	1,730,933		(992	)	$	(30,381	)	$	1,993,099		$	32,256		$	1,123	$	3,727,030

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)



	Three Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net income for the period	$	74,427		$	36,368
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets	109,733			117,207
Share-based compensation expense	6,891			6,555
Pension expense	1,436			1,145
Amortization of debt issuance costs	1,127			1,078
Loss on sale and write down of property and equipment	—			7,789
Deferred taxes	6,244			7,769
Share in net (income) loss of equity investees	(682		)	(2,372		)
Changes in operating assets and liabilities:
Accounts receivable	58,431			73,875
Contract assets	(7,201		)	(5,346		)
Prepaid expenses and other current assets	(1,612		)	9,732
Income taxes and deferred charges and credits	7,053			12,561
Accounts payable and accrued liabilities	(62,979		)	(40,001		)
Deferred revenue	(61,169		)	(57,403		)
Other assets	5,684			2,444
Operating lease assets and liabilities, net	64			—
Net cash provided by operating activities	137,447			171,401
Cash flows from investing activities:
Additions of property and equipment	(18,614		)	(24,495		)
Purchase of Guidance Software, Inc., net of cash acquired	—			(2,279		)
Other investing activities	(2,036		)	(1,004		)
Net cash used in investing activities	(20,650		)	(27,778		)
Cash flows from financing activities:
Proceeds from issuance of Common Shares from exercise of stock options and ESPP	11,117			18,127
Repayment of long-term debt and Revolver	(2,500		)	(2,500		)
Debt issuance costs	—			(322		)
Purchase of Treasury Stock	(12,424		)	(11,719		)
Purchase of non-controlling interests	—			(583		)
Payments of dividends to shareholders	(47,006		)	(40,466		)
Net cash used in financing activities	(50,813		)	(37,463		)
Foreign exchange gain (loss) on cash held in foreign currencies	(7,711		)	428
Increase (decrease) in cash, cash equivalents and restricted cash during the period	58,273			106,588
Cash, cash equivalents and restricted cash at beginning of the period	943,543			683,991
Cash, cash equivalents and restricted cash at end of the period	$	1,001,816		$	790,579



Reconciliation of cash, cash equivalents and restricted cash:	September 30, 2019		September 30, 2018
Cash and cash equivalents	$	999,298	$	787,919
Restricted cash included in Other assets	2,518		2,660
Total cash, cash equivalents and restricted cash	$	1,001,816	$	790,579

Supplemental cash flow disclosures (note 20)

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended September 30, 2019

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

(unaudited)

NOTE 1—BASIS OF PRESENTATION

The accompanying Condensed Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as "OpenText" or the "Company". We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd. (OT South Africa) and EC1 Pte. Ltd. (GXS Singapore), which as of September 30, 2019, were 70% and 81% owned, respectively, by OpenText. All inter-company balances and transactions have been eliminated.

Throughout this Quarterly Report on Form 10-Q: (i) the term “Fiscal 2020” means our fiscal year beginning on July 1, 2019 and ending June 30, 2020; (ii) the term “Fiscal 2019” means our fiscal year beginning on July 1, 2018 and ended June 30, 2019; (iii) the term “Fiscal 2018” means our fiscal year beginning on July 1, 2017 and ended June 30, 2018; (iv) the term “Fiscal 2017” means our fiscal year beginning on July 1, 2016 and ended June 30, 2017; and (v) the term “Fiscal 2016” means our fiscal year beginning on July 1, 2015 and ended June 30, 2016.

These Condensed Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. In particular, key estimates, judgments and assumptions include those related to: (i) revenue recognition, (ii) accounting for income taxes, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the realization of investment tax credits, (x) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, and (xi) the valuation of pension obligations.

Impact of Recently Adopted Accounting Pronouncements

Leases

Effective July 1, 2019, we adopted Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” (Topic 842) using the modified retrospective transition approach. In accordance with this adoption method, results for reporting periods as of July 1, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard. Additionally, we elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to (i) carry forward the historical lease classification for any expired or existing leases, (ii) not reassess whether any expired or existing contracts contain leases and (iii) not reassess any initial direct cost for existing leases. We did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date. As a result of this adoption, we recorded the following adjustments as of July 1, 2019 on the Consolidated Balance Sheets:


•	An increase in operating lease right of use assets of approximately $217.5 million;


•	An increase in total operating lease liabilities of approximately $253.5 million;


•	A decrease in prepaid expenses and other current assets of approximately $6.6 million in connection with lease fair value adjustments and prepaid rent;


•	A decrease in other assets of approximately $0.2 million in connection with lease fair value adjustments; and


•	A decrease in total accrued liabilities of approximately $42.8 million in connection with tenant allowances, deferred rent, lease fair value adjustments, and amounts payable in respect of restructured facilities.

The adoption of Topic 842 had no impact to the Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statement of Shareholders' Equity or Condensed Consolidated Statements of Cash Flows. Please refer to Note 6, “Leases,” for additional information.

NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Adopted in Fiscal 2020

During Fiscal 2020, we have adopted the following ASUs, in addition to those discussed in note 1 "Basis of Presentation". The ASUs listed below did not have a material impact to our reported financial position, results of operations or cash flows:


•	ASU 2017-12 “Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12)


•	ASU No. 2018-15 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”

Accounting Pronouncements Not Yet Adopted

Retirement Benefits

In August 2018, the Financial Accounting Standards Board (FASB) issued ASU No. 2018-14 “Compensation-Retirement Benefits-Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans” (ASU 2018-14), which modifies the disclosure requirements for defined benefit pension plans and other post retirement plans. ASU 2018-14 is effective for us in the first quarter of our fiscal year ending June 30, 2021. We are currently evaluating the impact of our pending adoption of ASU 2018-14 on our consolidated financial statements.

Financial Instruments

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward looking information to calculate credit loss estimates. Topic 326 is effective for us in our first quarter of our fiscal year ending June 30, 2021 with earlier adoption permitted beginning in the first quarter of our fiscal year ending June 30, 2020. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings. We are currently evaluating Topic 326, including its potential impact to our process and controls. We believe the effect on our consolidated financial statements will largely depend on the composition and credit quality of our financial assets and the economic conditions at the time of adoption.

NOTE 3—REVENUES

In accordance with Accounting Standards Codification (ASC) Topic 606 "Revenue from Contracts with Customers" (Topic 606), we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for our products and services (at its transaction price). Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions.

We have four revenue streams: license, cloud services and subscriptions, customer support, and professional service and other.

License revenue

Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, all of which are deployed on the customer’s premises (on-premise).

Perpetual licenses: We sell perpetual licenses which provide customers the right to use software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our perpetual licenses provide a right to use intellectual property (IP) that is functional in nature and have significant stand-alone functionality. Accordingly, for perpetual licenses of functional IP, revenue is recognized at the point-in-time when control has been transferred to the customer, which normally occurs once software activation keys have been made available for download.

Term licenses and Subscription licenses: We sell both term and subscription licenses which provide customers the right to use software for a specified period in exchange for a fee, which may be paid at contract inception or paid in installments over the period of the contract. Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality. Accordingly, for both term and subscription licenses, revenue is recognized at the point-in-time when the customer is able to use and benefit from the software, which is normally once software activation keys have been made available for download at the commencement of the term.

Cloud services and subscriptions revenue

Cloud services and subscriptions revenue are from hosting arrangements where in connection with the licensing of software, the end user doesn’t take possession of the software, as well as from end-to-end fully outsourced business-to-business (B2B) integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third party, and the customer accesses and uses the software on an as-needed basis. Our cloud arrangements can be broadly categorized as "platform as a service" (PaaS), "software as a service" (SaaS), cloud subscriptions and managed services.

PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions): We offer cloud-based solutions that provide customers the right to access our software through the internet. Our cloud-based solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. These services are made available to the customer continuously throughout the contractual period, however, the extent to which the customer uses the services may vary at the customer’s discretion. The payment for cloud-based solutions may be received either at inception of the arrangement, or over the term of the arrangement.

These cloud-based solutions are considered to have a single performance obligation where the customer simultaneously receives and consumes the benefit, and as such we recognize revenue for these cloud-based solutions ratably over the term of the contractual agreement. For example, revenue related to cloud-based solutions that are provided on a usage basis, such as the number of users, is recognized based on a customer’s utilization of the services in a given period.

Additionally, a software license is present in a cloud-based solutions arrangement if all of the following criteria are met:

(i) The customer has the contractual right to take possession of the software at any time without significant penalty; and

(ii) It is feasible for the customer to host the software independent of us.

In these cases where a software license is present in a cloud-based solutions arrangement it is assessed to determine if it is distinct from the cloud-based solutions arrangement. The revenue allocated to the distinct software license would be recognized at the point in time the software license is transferred to the customer, whereas the revenue allocated to the hosting performance obligation would be recognized ratably on a monthly basis over the contractual term unless evidence suggests that revenue is earned, or obligations are fulfilled in a different pattern over the contractual term of the arrangement.

Managed services: We provide comprehensive B2B process outsourcing services for all day-to-day operations of a customers’ B2B integration program. Customers using these managed services are not permitted to take possession of our software and the contract is for a defined period, where customers pay a monthly or quarterly fee. Our performance obligation is satisfied as we provide services of operating and managing a customer's electronic data interchange (EDI) environment. Revenue relating to these services is recognized using an output method based on the expected level of service we will provide over the term of the contract.

In connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as for example, converting and migrating customer data, building interfaces and providing training. These services are considered an outsourced suite of professional services which can involve certain project-based activities. These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle. These services can be charged separately on a fixed fee or time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee. These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate performance obligation within our cloud subscription or managed services arrangements. The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance

obligations. For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we recognize revenue at that amount.

Customer support revenue

Customer support revenue is associated with perpetual, term license and on-premise subscription arrangements. As customer support is not critical to the customer's ability to derive benefit from its right to use our software, customer support is considered as a distinct performance obligation when sold together in a bundled arrangement along with the software.

Customer support consists primarily of technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis. Customer support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Customer support for term and subscription licenses is renewable concurrently with such licenses for the same duration of time. Payments for customer support are generally made at the inception of the contract term or in installments over the term of the maintenance period. Our customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. As the elements of customer support are delivered concurrently and have the same pattern of transfer, customer support is accounted for as a single performance obligation. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available. Revenue for customer support is recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided.

Professional service and other revenue

Our professional services, when offered along with software licenses, consists primarily of technical services and training services. Technical services may include installation, customization, implementation or consulting services. Training services may include access to online modules or delivering a training package customized to the customer’s needs. At the customer’s discretion, we may offer one, all, or a mix of these services. Payment for professional services is generally a fixed fee or is a fee based on time and materials.

Professional services can be arranged in the same contract as the software license or in a separate contract.

As our professional services do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other readily available resources, we consider professional services as distinct within the context of the contract.

Professional service revenue is recognized over time so long as: (i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform, and (iii) our performance does not create an asset with alternative use and we have enforceable right to payment.

If all of the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue. For example we may consider total labor hours incurred compared to total expected labor hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we will recognize revenue at that amount.

Material rights

To the extent that we grant our customer an option to acquire additional products or services in one of our arrangements, we will account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. For example if we give the customer an option to acquire additional goods or services in the future at a price that is significantly lower than the current price, this would be a material right as it allows the customer to, in effect, pay in advance for the option to purchase future products or services. If a material right exists in one of our contracts then revenue allocated to the option is deferred and we would recognize revenue only when those future products or services are transferred or when the option expires.

Based on history, our contracts do not typically contain material rights and when they do, the material right is not significant to our consolidated financial statements.

Arrangements with multiple performance obligations

Our contracts generally contain more than one of the products and services listed above. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation may require judgment, specifically when assessing whether both of the following two criteria are met:


•	the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer; and


•	our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract.

If these criteria are not met, we determine an appropriate measure of progress based on the nature of our overall promise for the single performance obligation.

If these criteria are met, each product or service is separately accounted for as a distinct performance obligation and the total transaction price is allocated to each performance obligation on a relative standalone selling price (SSP) basis.

Standalone selling price

The SSP reflects the price we would charge for a specific product or service if it was sold separately in similar circumstances and to similar customers. In most cases we are able to establish the SSP based on observable data. We typically establish a narrow SSP range for our products and services and assess this range on a periodic basis or when material changes in facts and circumstances warrant a review.

If the SSP is not directly observable, then we estimate the amount using either the expected cost plus a margin or residual approach. Estimating SSP requires judgment that could impact the amount and timing of revenue recognized. SSP is a formal process whereby management considers multiple factors including, but not limited to, geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and pricing practices.

Transaction Price Allocation

In bundled arrangements, where we have more than one distinct performance obligation, we must allocate the transaction price to each performance obligation based on its relative SSP. However, in certain bundled arrangements, the SSP may not always be directly observable. For instance, in bundled arrangements with license and customer support, we allocate the transaction price between the license and customer support performance obligations using the residual approach because we have determined that the SSP for licenses in these arrangements are highly variable. We use the residual approach only for our license arrangements. When the SSP is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required and we will allocate the transaction price between license and customer support at a constant ratio reflecting the mid-point of the established SSP range.

When two or more contracts are entered into at or near the same time with the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts. Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly.

Sales to resellers

We execute certain sales contracts through resellers, distributors and channel partners (collectively referred to as resellers). For these type of agreements, we assess whether we are considered the principal or the agent in the arrangement. We consider factors such as, but not limited to, whether or not the reseller has the ability to set the price for which they sell our software products to end users and whether or not resellers distribution rights are limited such that any potential sales are subject to OpenText’s review and approval before delivery of the software product can be made. If we determine that we are the principal in the arrangement, then revenue is recognized based on the transaction price for the sale of the software product to the end user at the gross amount. If that is not known, then the net amount received from the reseller is the transaction price. If we determine that we are the agent in the agreement, then revenue is recognized based on the transaction price for the sale of the software product to the reseller, less any applicable commissions paid or discounts or rebates, if offered. Costs or commissions paid to the reseller would be recognized as a reduction of revenue unless we received a distinct good or service in return. Similarly, any discounts or rebates offered by the reseller would be recognized as a reduction of revenue.

Typically, we conclude that we are the principal in our reseller agreements, as we have control over the service and products prior to being transferred to the end customer.

We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under Topic 606 are met.

Rights of return and other incentives

We do not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, do not provide for or make estimates of rights of return and similar incentives. In some contracts,

however, discounts may be offered to the customer for future software purchases and other additional products or services. Such arrangements grant the customer an option to acquire additional goods or services in the future at a discount and therefore are evaluated under guidance related to “material rights” as discussed above.

Other policies

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of the invoice date. In certain arrangements, we will receive payment from a customer either before or after the performance obligation to which the invoice relates has been satisfied. As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and when the customer pays for the product or service will be one year or less. On that basis, our contracts for license and maintenance typically do not contain a significant financing component, however in determining the transaction price we consider whether we need to adjust the promised consideration for the effects of the time value of money if the timing of payments provides either the customer or OpenText with a significant benefit of financing. Our managed services contracts may not include an upfront charge for outsourced professional services performed as part of an implementation and are recovered through an ongoing fee. Therefore, these contracts may be expected to have a financing component associated with revenue being recognized in advance of billings.

We may modify contracts to offer customers additional products or services. The additional products and services will be considered distinct from those products or services transferred to the customer before the modification and will be accounted for as a separate contract. We evaluate whether the price for the additional products and services reflects the SSP adjusted as appropriate for facts and circumstances applicable to that contract. In determining whether an adjustment is appropriate, we evaluate whether the incremental consideration is consistent with the prices previously paid by the customer or similar customers.

Performance Obligations

A summary of our typical performance obligations and when the obligations are satisfied are as follows:



Performance Obligation	When Performance Obligation is Typically Satisfied
License revenue:
Software licenses (Perpetual,Term, Subscription)	When software activation keys have been made available for download (point in time)
Cloud services and subscriptions revenue:
Outsourced Professional Services	As the services are provided (over time)
Managed Services / Ongoing Hosting	Over the contract term, beginning on the date that service is made available (i.e. "Go live") to the customer (over time)
Customer support revenue:
When and if available updates and upgrades and technical support	Ratable over the course of the service term (over time)
Professional service and other revenue:
Professional services	As the services are provided (over time)

Disaggregation of Revenue

The following table disaggregates our revenue by significant geographic area, based on the location of our end customer, and by type of performance obligation and timing of revenue recognition for the periods indicated:



	Three Months Ended September 30,
	2019		2018
Total Revenues by Geography:
Americas ⁽¹⁾	$	419,710	$	389,340
EMEA⁽²⁾	210,167		214,475
Asia Pacific ⁽³⁾	67,011		63,342
Total Revenues	$	696,888	$	667,157



	Three Months Ended September 30,
	2019		2018
Total Revenues by Type of Performance Obligation:
Recurring revenue ⁽⁴⁾
Cloud services and subscriptions revenue	$	237,265	$	208,083
Customer support revenue	312,298		311,551
Total recurring revenues	$	549,563	$	519,634
License revenue (perpetual, term and subscriptions)	77,898		76,887
Professional service and other revenue	69,427		70,636
Total revenues	$	696,888	$	667,157

Total Revenues by Timing of Revenue Recognition
Point in time	77,898		76,887
Over time (including professional service and other revenue)	618,990		590,270
Total revenues	$	696,888	$	667,157

⁽¹⁾ Americas consists of countries in North, Central and South America.

⁽²⁾ EMEA primarily consists of countries in Europe, the Middle East and Africa.

⁽³⁾ Asia Pacific primarily consists of the countries Japan, Australia, China, Korea, Philippines, Singapore and New Zealand.

⁽⁴⁾ Recurring revenue is defined as the sum of cloud services and subscriptions revenue and customer support revenue.

Contract Balances

A contract asset will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer. For example, this will be the case if implementation services offered in a cloud arrangement are identified as a separate performance obligation and are provided to a customer prior to us being able to bill the customer. In addition, a contract asset may arise in relation to subscription licenses if the license revenue that is recognized upfront exceeds the amount that we are able to invoice the customer at that time. Contract assets are reclassified to accounts receivable when the rights become unconditional.

The balance for our contract assets and contract liabilities (i.e. deferred revenues) for the periods indicated below were as follows:



	As of September 30, 2019		As of June 30, 2019
Short-term contract assets	$	20,204	$	20,956
Long-term contract assets	$	18,920	$	15,386
Short-term deferred revenue	$	584,193	$	641,656
Long-term deferred revenue	$	41,588	$	46,974

The difference in the opening and closing balances of our contract assets and deferred revenues primarily results from the timing difference between our performance and the customer’s payments. We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. During the three months ended September 30, 2019, we reclassified $4.5 million of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional. During the three months ended September 30, 2019, there was no significant impairment loss recognized related to contract assets.

We recognize deferred revenue when we have received consideration or an amount of consideration is due from the customer for future obligations to transfer products or services. Our deferred revenues primarily relate to customer support agreements which have been paid for by customers prior to the performance of those services. The amount of revenue that was recognized during the three months ended September 30, 2019 that was included in the deferred revenue balances at June 30, 2019 was approximately $304 million.

Incremental Costs of Obtaining a Contract with a Customer

Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions. We have determined that certain of our commission programs meet the requirements to be capitalized. Some commission programs are not subject to capitalization as

the commission expense is paid and recognized as the related revenue is recognized. In assessing costs to obtain a contract, we apply a practical expedient that allows us to assess our incremental costs on a portfolio of contracts with similar characteristics instead of assessing the incremental costs on each individual contract. We do not expect the financial statement effects of applying this practical expedient to the portfolio of contracts to be materially different than if we were to apply the new standard to each individual contract.

We pay commissions on the sale of new customer contracts as well as for renewals of existing contracts to the extent the renewals generate incremental revenue. Commissions paid on renewal contracts are limited to the incremental new revenue and therefore these payments are not commensurate with the commission paid on the original sale. We allocate commission costs to the performance obligations in an arrangement consistent with the allocation of the transaction price. Commissions allocated to the license performance obligation are expensed at the time the license revenue is recognized. Commissions allocated to professional service performance obligations are expensed as incurred, as these contracts are generally for one year or less and we apply a practical expedient to expense costs as incurred if the amortization period would have been one year or less. Commissions allocated to maintenance, managed services, on-going hosting arrangements or other recurring services, are capitalized and amortized consistent with the pattern of transfer to the customer of the services over the period expected to benefit from the commission payment. As commissions paid on renewals are not commensurate with the original sale, the period of benefit considers anticipated renewals. The benefit period is estimated to be approximately six years which is based on our customer contracts and the estimated life of our technology.

Expenses for incremental costs associated with obtaining a contract are recorded within sales and marketing expense in the Condensed Consolidated Statements of Income.

Our short term capitalized costs to obtain a contract are included in "Prepaid expenses and other assets", while our long-term capitalized costs to obtain a contract are included in "Other assets" on our Condensed Consolidated Balance Sheets.

The following table summarizes the changes since June 30, 2019:



Capitalized costs to obtain a contract as of June 30, 2019	$	48,284
New capitalized costs incurred	3,734
Amortization of capitalized costs	(3,755		)
Adjustments on account of foreign exchange	(570		)
Capitalized costs to obtain a contract as of September 30, 2019	$	47,693

During the three months ended September 30, 2019 there was no significant impairment loss recognized in relation to costs capitalized.

Transaction Price Allocated to the Remaining Performance Obligations

As of September 30, 2019, approximately $1.1 billion of revenue is expected to be recognized from remaining performance obligations on existing contracts. We expect to recognize approximately 40% over the next 12 months and the remaining balance thereafter. We apply the practical expedient and do not disclose performance obligations that have original expected durations of one year or less.

NOTE 4—ALLOWANCE FOR DOUBTFUL ACCOUNTS



Balance as of June 30, 2019	17,011
Bad debt expense	1,278
Write-off /adjustments	(1,999		)
Balance as of September 30, 2019	$	16,290

Included in accounts receivable are unbilled receivables in the amount of $54.3 million as of September 30, 2019 (June 30, 2019—$56.1 million).

NOTE 5—PROPERTY AND EQUIPMENT



	As of September 30, 2019
	Cost		Accumulated Depreciation			Net
Furniture and fixtures	$	39,954	$	(26,809	)	$	13,145
Office equipment	1,834		(1,186		)	648
Computer hardware	251,992		(165,469		)	86,523
Computer software	116,132		(86,553		)	29,579
Capitalized software development costs	83,700		(43,957		)	39,743
Leasehold improvements	112,039		(68,293		)	43,746
Land and buildings	49,547		(14,318		)	35,229
Total	$	655,198	$	(406,585	)	$	248,613



	As of June 30, 2019
	Cost		Accumulated Depreciation			Net
Furniture and fixtures	$	40,260	$	(26,492	)	$	13,768
Office equipment	1,993		(1,576		)	417
Computer hardware	258,802		(177,402		)	81,400
Computer software	119,018		(87,240		)	31,778
Capitalized software development costs	95,729		(56,205		)	39,524
Leasehold improvements	113,510		(66,520		)	46,990
Land and buildings	49,557		(13,981		)	35,576
Total	$	678,869	$	(429,416	)	$	249,453

NOTE 6—LEASES

We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business. The duration of the majority of these leases generally range from 1 to 10 years, some of which include options to extend for an additional 3 to 5 years after the initial term. Additionally, the land upon which our headquarters in Waterloo, Ontario Canada is located, is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and we do not have any material finance leases.

We account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified.

ROU assets represent our right to control the underlying assets under lease, and the lease liability is our obligation to make the lease payments related to the underlying assets under lease, over the contractual term. ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term. When available, we will use the rate implicit in the lease to discount lease payments to present value. However, real estate leases generally do not provide a readily determinable implicit rate, therefore, we must estimate our incremental borrowing rate to discount the lease payments. We estimate our incremental borrowing rate based on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located.

The ROU asset equals the lease liability, adjusted for any initial direct costs, prepaid rent and lease incentives. Fixed lease costs are included in the recognition of ROU assets and lease liabilities. Variable lease costs are not included in the measurement of the lease liability. These variable lease payments are recognized in the Consolidated Statements of Income in the period in which the obligation for those payments is incurred. Consistent with previous lease accounting rules under ASC Topic 840, lease expense for minimum lease payments continue to be recognized in the Consolidated Statements of Income on a straight-line basis over the lease term.

We have not elected the practical expedient to combine lease and non-lease components in the determination of lease costs for our facility leases. For all other asset classes, we have elected the practical expedient to combine the lease and the non-lease components. The lease liability includes lease payments related to options to extend or renew the lease term only if we are reasonably certain we will exercise those options. Our leases typically do not contain any material residual value guarantees or restrictive covenants.

In certain circumstances, we sublease all or a portion of a leased facility, to various other companies through a sublease agreement.

Lease Costs and Other Information

The following illustrates the various components of operating lease costs, lease term and discount rate for the period indicated:



	Three Months Ended September 30, 2019
Operating lease cost	$	16,147
Short-term lease cost	98
Variable lease cost	743
Sublease income	(1,554		)
Total lease cost	$	15,434

Weighted-average remaining lease term	5.78 years

Weighted-average discount rate	3.31		%

Supplemental Cash Flow Information

The following table presents supplemental information relating to cash flows arising from lease transactions. Cash payment made for variable lease cost and short-term lease are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:



	Three Months Ended September 30, 2019
Cash paid for amounts included in the measurement of operating lease liabilities:	$	17,609
Right of use assets obtained in exchange for new operating lease liabilities	$	4,860

Maturity of Lease Liabilities

The following table presents the future minimum lease payments under our operating leases liabilities as of September 30, 2019:



Fiscal years ending June 30,
2020 (nine months ended)	$	52,285
2021	54,855
2022	42,835
2023	31,654
2024	22,478
Thereafter	56,452
Total Lease payments	$	260,559
Less: Imputed interest	(22,276		)
Total	$	238,283
Reported as
Current operating lease liabilities	60,687
Non-current operating lease liabilities	177,596
Total	$	238,283

Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our various sublease agreements with third parties. Under these agreements, we expect to receive sublease income of approximately $5.5 million over the remainder of Fiscal 2020, and approximately $25.9 million thereafter.

The following table presents the future minimum lease payments under our operating leases, based on the expected due dates of the various agreements as of June 30, 2019, as previously reported in our Annual Report on Form 10-K for the year ended June 30, 2019, prior to the adoption of Topic 842:



Fiscal years ending June 30,
2020	$	72,853
2021	59,451
2022	46,943
2023	33,871
2024	25,570
Thereafter	80,163
Total minimum lease payments ⁽¹⁾	$	318,851

⁽¹⁾ Net of $30.7 million of sublease income to be received from properties which we have subleased to third parties.

NOTE 7—GOODWILL

Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. The following table summarizes the changes in goodwill since June 30, 2019:



Balance as of June 30, 2019	$	3,769,908
Adjustments relating to acquisitions prior to Fiscal 2020 that had open measurement periods (note 19)	842
Adjustments on account of foreign exchange	(4,852		)
Balance as of September 30, 2019	$	3,765,898

NOTE 8—ACQUIRED INTANGIBLE ASSETS



	As of September 30, 2019
	Cost		Accumulated Amortization			Net
Technology assets	$	835,601	$	(389,557	)	$	446,044
Customer assets	1,397,937		(786,830		)	611,107
Total	$	2,233,538	$	(1,176,387	)	$	1,057,151

	As of June 30, 2019
	Cost		Accumulated Amortization			Net
Technology assets	$	835,498	$	(349,259	)	$	486,239
Customer assets	1,397,937		(737,672		)	660,265
Total	$	2,233,435	$	(1,086,931	)	$	1,146,504

The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and eight years, respectively.

The following table shows the estimated future amortization expense for the fiscal years indicated. This calculation assumes no future adjustments to acquired intangible assets:



Fiscal years ending June 30,
2020 (nine months ended June 30)	$	232,586
2021	230,681
2022	211,126
2023	144,132
2024	95,876
2025 and beyond	142,750
Total	$	1,057,151

NOTE 9—OTHER ASSETS



	As of September 30, 2019		As of June 30, 2019
Deposits and restricted cash	$	9,973	$	13,671
Capitalized costs to obtain a contract	35,046		35,593
Investments	68,085		67,002
Long-term prepaid expenses and other long-term assets	33,001		32,711
Total	$	146,105	$	148,977

Deposits and restricted cash primarily relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of certain contractual-based agreements.

Capitalized costs to obtain a contract relate to incremental costs of obtaining a contract, such as sales commissions, which are eligible for capitalization on contracts to the extent that such costs are expected to be recovered (see note 3 "Revenues").

Investments relate to certain non-marketable equity securities in which we are a limited partner. Our interests in each of these investees range from 4% to below 20%. These investments are accounted for using the equity method. Our share of net income or losses based on our interest in these investments is recorded as a component of other income (expense), net in our Condensed Consolidated Statements of Income. During the three months ended September 30, 2019, our share of income (loss) from these investments was $0.7 million (three months ended September 30, 2018 — $2.4 million).

Long-term prepaid expenses and other long-term assets includes advance payments on long-term licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets.

NOTE 10—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Current liabilities

Accounts payable and accrued liabilities are comprised of the following:



	As of September 30, 2019		As of June 30, 2019
Accounts payable—trade	$	36,213	$	46,323
Accrued salaries and commissions	90,978		131,430
Accrued liabilities*	102,152		117,551
Accrued interest on Senior Notes	26,021		24,786
Amounts payable in respect of restructuring and other Special charges*	2,225		8,153
Asset retirement obligations	3,280		1,660
Total	$	260,869	$	329,903

Long-term accrued liabilities



	As of September 30, 2019		As of June 30, 2019
Amounts payable in respect of restructuring and other Special charges*	$	—	$	4,804
Other accrued liabilities*	2,904		30,338
Asset retirement obligations	12,480		14,299
Total	$	15,384	$	49,441

*Previously, tenant allowances, deferred rent, lease fair value adjustments and amounts payable relating to restructured facilities were included in total accrued liabilities. Effective July 1, 2019, these balances were reclassified to operating lease right of use assets in accordance with the adoption of Topic 842. See note 1 "Basis of Presentation" and Note 6 "Leases" for more information.

Asset retirement obligations

We are required to return certain of our leased facilities to their original state at the conclusion of our lease. As of September 30, 2019, the present value of this obligation was $15.8 million (June 30, 2019—$16.0 million), with an undiscounted value of $17.3 million (June 30, 2019—$17.6 million).

NOTE 11—LONG-TERM DEBT

Long-term debt

Long-term debt is comprised of the following:



	As of September 30, 2019			As of June 30, 2019
Total debt
Senior Notes 2026	$	850,000		$	850,000
Senior Notes 2023	800,000			800,000
Term Loan B	985,000			987,500
Total principal payments due	2,635,000			2,637,500

Premium on Senior Notes 2026	5,245			5,405
Debt issuance costs	(26,739		)	(28,027		)
Total amount outstanding	2,613,506			2,614,878

Less:
Current portion of long-term debt
Term Loan B	10,000			10,000
Total current portion of long-term debt	10,000			10,000

Non-current portion of long-term debt	$	2,603,506		$	2,604,878

Senior Unsecured Fixed Rate Notes

Senior Notes 2026

On May 31, 2016, we issued $600 million in aggregate principal amount of 5.875% Senior Notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2026 bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. Senior Notes 2026 will mature on June 1, 2026, unless earlier redeemed, in accordance with their terms, or repurchased.

On December 20, 2016, we issued an additional $250 million in aggregate principal amount by reopening our Senior Notes 2026 at an issue price of 102.75%. The additional notes have identical terms, are fungible with and are a part of a single series with the previously issued $600 million aggregate principal amount of Senior Notes 2026. The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, is $850 million.

For the three months ended September 30, 2019, we recorded interest expense of $12.5 million relating to Senior Notes 2026 (three months ended September 30, 2018—$12.5 million).

Senior Notes 2023

On January 15, 2015, we issued $800 million in aggregate principal amount of 5.625% Senior Notes due 2023 (Senior Notes 2023) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2023 bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. Senior Notes 2023 will mature on January 15, 2023, unless earlier redeemed, in accordance with their terms, or repurchased.

For the three months ended September 30, 2019, we recorded interest expense of $11.3 million relating to Senior Notes 2023 (three months ended September 30, 2018—$11.3 million).

Term Loan B

On May 30, 2018, we refinanced our existing term loan facility, by entering into a new $1 billion term loan facility (Term Loan B), whereby we borrowed $1 billion on that day and repaid in full the loans under our prior $800 million term loan

facility originally entered into on January 16, 2014. Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with the Revolver (defined below).

Term Loan B has a seven year term, maturing in May 2025, and repayments made under Term Loan B are equal to 0.25% of the principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. Borrowings under Term Loan B currently bear a floating rate of interest equal to 1.75% plus LIBOR. As of September 30, 2019, the outstanding balance on the Term Loan B bears an interest rate of approximately 3.86%.

For the three months ended September 30, 2019, we recorded interest expense of $10.1 million relating to Term Loan B (three months ended September 30, 2018—$9.8 million).

Revolver

We currently have a $450 million committed revolving credit facility (the Revolver) with a maturity date of May 5, 2022. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75%.

As of September 30, 2019, we have no outstanding balance on the Revolver (June 30, 2019—nil). There was no activity during the three months ended September 30, 2019 and we recorded no interest expense.

As of September 30, 2018, we have no outstanding balance on the Revolver. There was no activity during three months ended September 30, 2018 and we recorded no interest expense.

Debt Issuance Costs and Premium on Senior Notes

Debt issuance costs relate primarily to costs incurred for the purpose of obtaining our credit facilities and issuing our Senior Notes 2023 and Senior Notes 2026 (collectively referred to as the Senior Notes) and are being amortized over the respective terms of the Senior Notes and Term Loan B and the Revolver using the effective interest method.

The premium on Senior Notes 2026 represents the excess of the proceeds received over the face value of Senior Notes 2026. This premium is amortized as a reduction to interest expense over the term of Senior Notes 2026 using the effective interest method.

NOTE 12—PENSION PLANS AND OTHER POST RETIREMENT BENEFITS

The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT), GXS GmbH (GXS GER), GXS Philippines, Inc. (GXS PHP) and other plans as of September 30, 2019 and June 30, 2019:



	As of September 30, 2019
	Total benefit obligation		Current portion of benefit obligation*		Non-current portion of benefit obligation
CDT defined benefit plan	$	37,315	$	676	$	36,639
GXS GER defined benefit plan	27,665		978		26,687
GXS PHP defined benefit plan	6,913		78		6,835
Other plans	7,797		488		7,309
Total	$	79,690	$	2,220	$	77,470



	As of June 30, 2019
	Total benefit obligation		Current portion of benefit obligation*		Non-current portion of benefit obligation
CDT defined benefit plan	$	35,836	$	675	$	35,161
GXS GER defined benefit plan	26,739		1,012		25,727
GXS PHP defined benefit plan	6,904		124		6,780
Other plans	8,052		481		7,571
Total	$	77,531	$	2,292	$	75,239

* The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets (see note 10 "Accounts Payable and Accrued Liabilities").

Defined Benefit Plans

CDT Plan

CDT sponsors an unfunded defined benefit pension plan covering substantially all CDT employees (CDT plan) which provides for old age, disability and survivors’ benefits. Benefits under the CDT plan are generally based on age at retirement, years of service and the employee’s annual earnings. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. No contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan's active employees. As of September 30, 2019, there is approximately $0.7 million in accumulated other comprehensive income related to the CDT plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2020.

GXS GER Plan

As part of our acquisition of GXS Group, Inc. (GXS) in Fiscal 2014, we assumed an unfunded defined benefit pension plan covering certain German employees which provides for old age, disability and survivors' benefits. The GXS GER plan has been closed to new participants since 2006. Benefits under the GXS GER plan are generally based on a participant’s remuneration, date of hire, years of eligible service and age at retirement. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. No contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. As of September 30, 2019, there is approximately $0.2 million in accumulated other comprehensive income related to the GXS GER plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2020.

GXS PHP Plan

As part of our acquisition of GXS in Fiscal 2014, we assumed a primarily unfunded defined benefit pension plan covering substantially all of the GXS Philippines employees which provides for retirement, disability and survivors' benefits. Benefits under the GXS PHP plan are generally based on a participant’s remuneration, years of eligible service and age at retirement. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. Aside from an initial contribution which has a fair value of approximately $0.03 million as of September 30, 2019, no additional contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. As of September 30, 2019, there is approximately $0.2 million in accumulated other comprehensive income related to the GXS PHP plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2020.

The following are the details of the change in the benefit obligation for each of the above mentioned pension plans for the periods indicated:



	As of September 30, 2019												As of June 30, 2019
	CDT			GXS GER			GXS PHP			Total			CDT			GXS GER			GXS PHP			Total
Benefit obligation—beginning of period	$	35,836		$	26,739		$	6,904		$	69,479		$	32,651		$	25,382		$	3,853		$	61,886
Service cost	142			79			299			520			550			566			771			1,887
Interest cost	114			84			85			283			642			489			300			1,431
Benefits paid	(156		)	(235		)	(105		)	(496		)	(626		)	(996		)	(140		)	(1,762		)
Actuarial (gain) loss	2,570			1,885			(183		)	4,272			3,365			1,872			1,957			7,194
Foreign exchange (gain) loss	(1,191		)	(887		)	(87		)	(2,165		)	(746		)	(574		)	163			(1,157		)
Benefit obligation—end of period	37,315			27,665			6,913			71,893			35,836			26,739			6,904			69,479
Less: Current portion	(676		)	(978		)	(78		)	(1,732		)	(675		)	(1,012		)	(124		)	(1,811		)
Non-current portion of benefit obligation	$	36,639		$	26,687		$	6,835		$	70,161		$	35,161		$	25,727		$	6,780		$	67,668

The following are details of net pension expense relating to the following pension plans:



	Three Months Ended September 30,
	2019									2018
Pension expense:	CDT		GXS GER		GXS PHP			Total		CDT		GXS GER		GXS PHP			Total
Service cost	$	142	$	79	$	299		$	520	$	141	$	145	$	176		$	462
Interest cost	114		84		85			283		165		126		68			359
Amortization of actuarial (gains) and losses	234		61		(71		)	224		176		33		(140		)	69
Net pension expense	$	490	$	224	$	313		$	1,027	$	482	$	304	$	104		$	890

In determining the fair value of the pension plan benefit obligations as of September 30, 2019 and June 30, 2019, respectively, we used the following weighted-average key assumptions:



	As of September 30, 2019			As of June 30, 2019
	CDT	GXS GER	GXS PHP	CDT	GXS GER	GXS PHP
Assumptions:
Salary increases	2.50%	2.50%	6.50%	2.50%	2.50%	6.50%
Pension increases	2.00%	2.00%	N/A	2.00%	2.00%	N/A
Discount rate	0.93%	0.93%	5.00%	1.32%	1.32%	5.00%
Normal retirement age	65-67	65-67	60	65-67	65-67	60
Employee fluctuation rate:
to age 20	—%	—%	12.19%	—%	—%	12.19%
to age 25	—%	—%	16.58%	—%	—%	16.58%
to age 30	1.00%	—%	13.97%	1.00%	—%	13.97%
to age 35	0.50%	—%	10.77%	0.50%	—%	10.77%
to age 40	—%	—%	7.39%	—%	—%	7.39%
to age 45	0.50%	—%	3.28%	0.50%	—%	3.28%
to age 50	0.50%	—%	—%	0.50%	—%	—%
from age 51	1.00%	—%	—%	1.00%	—%	—%

Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows:



	Fiscal years ending September 30,
	CDT		GXS GER		GXS PHP
2020 (nine months ended June 30)	$	493	$	734	$	53
2021	733		978		189
2022	804		1,009		310
2023	902		1,009		257
2024	1,006		1,015		274
2025 to 2028	5,806		5,132		2,666
Total	$	9,744	$	9,877	$	3,749

Other Plans

Other plans include defined benefit pension plans that are offered by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. These other plans are primarily unfunded, with the aggregate projected benefit obligation included in our pension liability. The net periodic costs of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs.

NOTE 13—SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS

Cash Dividends

For the three months ended September 30, 2019, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.1746 per Common Share in the aggregate amount of $47.0 million, which we paid during the same period.

For the three months ended September 30, 2018, pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.1518 per Common Share in the aggregate amount of $40.5 million.

Share Capital

Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued.

Treasury Stock

Repurchase

From time to time we may provide funds to an independent agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans.

During the three months ended September 30, 2019, we repurchased 300,000 of our Common Shares in the open market, at a cost of approximately $12.4 million for potential reissuance under our LTIP or other plans (three months ended September 30, 2018—304,000 Common Shares at a cost of $11.7 million). See below for more details on our various plans.

Reissuance

During the three months ended September 30, 2019, we did not reissue any Common Shares from treasury stock (three months ended September 30, 2018—2,968 Common Shares), in connection with the settlement of awards.

Share-Based Payments

Total share-based compensation expense for the periods indicated below is detailed as follows:



	Three Months Ended September 30,
	2019		2018
Stock options	$	2,010	$	2,602
Performance Share Units (issued under LTIP)	1,400		843
Restricted Share Units (issued under LTIP)	1,660		1,385
Restricted Share Units (other)	10		81
Deferred Share Units (directors)	751		661
Employee Share Purchase Plan	1,060		983
Total share-based compensation expense	$	6,891	$	6,555

Summary of Outstanding Stock Options

As of September 30, 2019, an aggregate of 7,588,389 options to purchase Common Shares were outstanding and an additional 8,728,163 options to purchase Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. Currently we also have options outstanding that vest over five years, as well as options outstanding that vest based on meeting certain market conditions. The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date.

A summary of activity under our stock option plans for the three months ended September 30, 2019 is as follows:



	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value ($’000s)
Outstanding at June 30, 2019	7,102,753		$	31.82
Granted	745,710		38.76
Exercised	(183,680	)	24.91
Forfeited or expired	(76,394	)	34.19
Outstanding at September 30, 2019	7,588,389		$	32.64	4.17	$	61,988
Exercisable at September 30, 2019	2,936,341		$	28.37	2.78	$	36,520

We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data.

We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows:



	Three Months Ended September 30,
	2019			2018
Weighted–average fair value of options granted	$	6.41		$	8.73
Weighted-average assumptions used:
Expected volatility	22.11		%	26.07		%
Risk–free interest rate	1.68		%	2.80		%
Expected dividend yield	1.68		%	1.45		%
Expected life (in years)	4.11			4.32
Forfeiture rate (based on historical rates)	7		%	6		%
Average exercise share price	$	38.76		$	39.27

As of September 30, 2019, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $25.8 million, which will be recognized over a weighted-average period of approximately 3.0 years.

No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented.

We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented.

For the three months ended September 30, 2019, cash in the amount of $4.6 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three months ended September 30, 2019 from the exercise of options eligible for a tax deduction was $0.3 million.

For the three months ended September 30, 2018, cash in the amount of $12.4 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three months ended September 30, 2018 from the exercise of options eligible for a tax deduction was $0.9 million.

Long-Term Incentive Plans

We incentivize certain eligible employees, in part, with long-term compensation pursuant to our LTIP. The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. Target RSUs become vested when an eligible employee remains employed throughout the vesting period.

PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value.

As of September 30, 2019, the total expected compensation cost related to the unvested LTIP awards not yet recognized was $27.1 million, which is expected to be recognized over a weighted average period of 2.3 years.

LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants are referred to in this Quarterly Report on Form 10-Q based upon the year in which the grants are expected to vest.

Fiscal 2019 LTIP

Grants made in Fiscal 2017 under the LTIP (collectively referred to as Fiscal 2019 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2017 starting on August 14, 2016. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2019 LTIP. We expect to settle the Fiscal 2019 LTIP awards in stock during the second quarter of Fiscal 2020.

Fiscal 2020 LTIP

Grants made in Fiscal 2018 under the LTIP (collectively referred to as Fiscal 2020 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2018 starting on August 7, 2017. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2020 LTIP. We expect to settle the Fiscal 2020 LTIP awards in stock.

Fiscal 2021 LTIP

Grants made in Fiscal 2019 under the LTIP (collectively referred to as Fiscal 2021 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2019 starting on August 6, 2018. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2021 LTIP. We expect to settle the Fiscal 2021 LTIP awards in stock.

Fiscal 2022 LTIP

Grants made in Fiscal 2020 under the LTIP (collectively referred to as Fiscal 2022 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2020 starting on August 5, 2019. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2022 LTIP. We expect to settle the Fiscal 2022 LTIP awards in stock.

Restricted Share Units (RSUs)

During the three months ended September 30, 2019, we did not grant any RSUs to employees in accordance with employment and other non-LTIP related agreements (three months ended September 30, 2018—nil). The RSUs vest over a specified contract date, typically three years from the respective date of grants. We expect to settle the awards in stock.

During the three months ended September 30, 2019, we did not issue any Common Shares from treasury stock in connection with the settlement of vested RSUs (three months ended September 30, 2018—2,968 Common Shares with a cost of $0.1 million).

Deferred Stock Units (DSUs)

During the three months ended September 30, 2019, we granted 3,799 DSUs to certain non-employee directors (three months ended September 30, 2018—3,158 DSUs). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board.

Employee Share Purchase Plan (ESPP)

Our ESPP offers employees a purchase price discount of 15%.

During the three months ended September 30, 2019, 188,081 Common Shares were eligible for issuance to employees enrolled in the ESPP (three months ended September 30, 2018—176,074 Common Shares).

During the three months ended September 30, 2019, cash in the amount of approximately $6.5 million was received from employees relating to the ESPP (three months ended September 30, 2018—$5.7 million).

NOTE 14—GUARANTEES AND CONTINGENCIES

We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:



	Payments due between
	Total⁽²⁾		October 1, 2019— June 30, 2020		July 1, 2020— June 30, 2022		July 1, 2022— June 30, 2024		July 1, 2024 and beyond
Long-term debt obligations ⁽¹⁾	$	3,354,781	$	108,817	$	285,742	$	1,039,277	$	1,920,945

⁽¹⁾ Includes interest up to maturity and principal payments. Please see note 11 "Long-Term Debt" for more details.

⁽²⁾ For contractual obligations relating to leases and purchase obligations, please see note 6 "Leases".

Guarantees and Indemnifications

We have entered into customer agreements which may include provisions to indemnify our customers against third party claims that our software products or services infringe certain third party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Condensed Consolidated Financial Statements.

Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows.

Litigation

We are currently involved in various claims and legal proceedings.

Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 "Loss Contingencies" (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances.

If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Quarterly Report on Form 10-Q, the aggregate of such estimated losses was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations.

Contingencies

IRS Matter

As we have previously disclosed, the United States Internal Revenue Service (IRS) is examining certain of our tax returns for our fiscal year ended June 30, 2010 (Fiscal 2010) through our fiscal year ended June 30, 2012 (Fiscal 2012), and in connection with those examinations is reviewing our internal reorganization in Fiscal 2010 to consolidate certain intellectual property ownership in Luxembourg and Canada and our integration of certain acquisitions into the resulting structure. We also previously disclosed that the examinations may lead to proposed adjustments to our taxes that may be material, individually or in the aggregate, and that we have not recorded any material accruals for any such potential adjustments in our Condensed Consolidated Financial Statements.

We previously disclosed that, as part of these examinations, on July 17, 2015 we received from the IRS an initial Notice of Proposed Adjustment (NOPA) in draft form, that, as revised by the IRS on July 11, 2018 proposes a one-time approximately $335 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010 (the 2010 NOPA), plus penalties equal to 20% of the additional proposed taxes for Fiscal 2010, and interest at the applicable statutory rate published by the IRS.

On July 11, 2018, we also received, consistent with previously disclosed expectations, a draft NOPA proposing a one time approximately $80 million increase to our U.S. federal taxes for Fiscal 2012 (the 2012 NOPA) arising from the integration of Global 360 Holding Corp. into the structure that resulted from the internal reorganization in Fiscal 2010, plus penalties equal to 40% of the additional proposed taxes for Fiscal 2012, and interest.

On January 7, 2019, we received from the IRS official notification of proposed adjustments to our taxable income for Fiscal 2010 and Fiscal 2012, together with the 2010 NOPA and 2012 NOPA in final form. In each case, such documentation was as expected and on substantially the same terms as provided for in the previously disclosed respective draft NOPAs, with the exception of an additional proposed penalty as part of the 2012 NOPA.

A NOPA is an IRS position and does not impose an obligation to pay tax. We continue to strongly disagree with the IRS’ positions within the NOPAs and we are vigorously contesting the proposed adjustments to our taxable income, along with any proposed penalties and interest.

As of our receipt of the final 2010 NOPA and 2012 NOPA, our estimated potential aggregate liability, as proposed by the IRS, including additional state income taxes plus penalties and interest that may be due, was approximately $770 million, comprised of approximately $455 million in U.S. federal and state taxes, approximately $130 million of penalties, and approximately $185 million of interest. Interest will continue to accrue at the applicable statutory rates until the matter is resolved and may be substantial.

As previously disclosed and noted above, we strongly disagree with the IRS’ positions and we are vigorously contesting the proposed adjustments to our taxable income, along with the proposed penalties and interest. We are examining various alternatives available to taxpayers to contest the proposed adjustments, including through IRS Appeals and U.S. Federal court. Any such alternatives could involve a lengthy process and result in the incurrence of significant expenses. As of the date of this Quarterly Report on Form 10-Q, we have not recorded any material accruals in respect of these examinations in our Condensed

Consolidated Financial Statements. An adverse outcome of these tax examinations could have a material adverse effect on our financial position and results of operations.

For additional information regarding the history of this IRS matter, please see Note 13 "Guarantees and Contingencies" in our Annual Report on Form 10-K for Fiscal 2018.

CRA Matter

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 and Fiscal 2014. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of September 30, 2019, in connection with the CRA's reassessments for Fiscal 2012, Fiscal 2013 and Fiscal 2014 to be limited to penalties and interest that may be due of approximately $25 million.

The notices of reassessment for Fiscal 2012, Fiscal 2013 and Fiscal 2014 would, as drafted, increase our taxable income by approximately $90 million to $100 million for each of those years, as well as impose a 10% penalty on the proposed adjustment to income.

We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012, Fiscal 2013 and Fiscal 2014 (including any penalties) are without merit. We have filed notices of objection for Fiscal 2012, Fiscal 2013 and Fiscal 2014, and we are currently seeking competent authority consideration under applicable international treaties in respect of these reassessments.

Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013 and Fiscal 2014, or potential reassessments that may be proposed for subsequent years currently under audit, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.

We will continue to vigorously contest the proposed adjustments to our taxable income and any penalty and interest assessments. As of the date of this Quarterly Report on Form 10-Q, we have not recorded any accruals in respect of these reassessments in our Condensed Consolidated Financial Statements. Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability in respect of our international transactions, including the transfer pricing methodology applied to them. The CRA is currently auditing Fiscal 2015, Fiscal 2016 and Fiscal 2017 and have proposed to reassess Fiscal 2015 in a manner consistent with Fiscal 2012, Fiscal 2013 and Fiscal 2014. We are engaged in ongoing discussions with the CRA and continue to vigorously contest the CRA's audit positions.

GXS India Matter

Our Indian subsidiary, GXS India Technology Centre Private Limited (GXS India), is subject to potential assessments by Indian tax authorities in the city of Bangalore. GXS India has received assessment orders from the Indian tax authorities alleging that the transfer price applied to intercompany transactions was not appropriate. Based on advice from our tax advisors, we believe that the facts that the Indian tax authorities are using to support their assessment are incorrect. We have filed appeals and anticipate an eventual settlement with the Indian tax authorities. We have accrued $1.3 million to cover our anticipated financial exposure in this matter.

Please also see "Risk Factors" included in our Annual Report on Form 10-K for Fiscal 2019.

NOTE 15—INCOME TAXES

Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates.

The effective tax rate decreased to a provision of 23.7% for the three months ended September 30, 2019, compared to 45.1% for the three months ended September 30, 2018. The decrease in tax expense of $6.8 million was primarily due to a decrease of $10.8 million in reserves for unrecognized tax benefits resulting from taxation years becoming statute barred, a decrease of $3.4 million relating to the tax impact of internal reorganizations of subsidiaries that did not reoccur in the first quarter of Fiscal 2020, and a decrease of $2.0 million relating to higher research and development tax credits. These were partially offset by an increase in net income taxed at foreign rates of $8.5 million, and an increase of $2.9 million relating to base erosion and anti-abuse tax (BEAT). The remainder of the difference was due to normal course movements and non-material items.

We recognize interest expense and penalties related to income tax matters in income tax expense. For the three months ended September 30, 2019 and 2018, we recognized the following amounts as income tax-related interest expense and penalties:



	Three Months Ended September 30,
	2019			2018
Interest expense (recoveries)	$	(1,418	)	$	3,037
Penalties expense (recoveries)	231			492
Total	$	(1,187	)	$	3,529

The following amounts have been accrued on account of income tax-related interest expense and penalties:



	As of September 30, 2019		As of June 30, 2019
Interest expense accrued *	$	63,003	$	64,530
Penalties accrued *	$	2,720	$	2,525

* These balances are primarily included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets.

We believe that it is reasonably possible that the gross unrecognized tax benefits, as of September 30, 2019, could decrease tax expense in the next 12 months by $8.1 million, relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions.

Our four most significant tax jurisdictions are Canada, the United States, Luxembourg and Germany. Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate. The earliest fiscal years open for examination are 2012 for Germany, 2010 for the United States, 2012 for Luxembourg, and 2012 for Canada.

We are subject to tax audits in all major taxing jurisdictions in which we operate and currently have tax audits open in Canada, the United States, France, Germany, India, the United Kingdom and Switzerland. On a quarterly basis we assess the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income and other taxes. Statements regarding the United States and Canada audits are included in note 14 "Guarantees and Contingencies".

The timing of the resolution of income tax audits is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax audits in one or more jurisdictions. These assessments or settlements may or may not result in changes to our contingencies related to positions on tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes. For more information relating to certain tax audits, please refer to note 14 "Guarantees and Contingencies".

As at September 30, 2019, we have recognized a provision of $17.6 million (June 30, 2019—$17.4 million) in respect of both additional foreign taxes or deferred income tax liabilities for 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. We have not provided for additional foreign withholding taxes or deferred income tax liabilities related to undistributed earnings of all other non-Canadian subsidiaries, since such earnings are considered permanently invested in those subsidiaries or are not subject to withholding taxes. It is not practicable to reasonably estimate the amount of additional deferred income tax liabilities or foreign withholding taxes that may be payable should these earnings be distributed in the future.

NOTE 16—FAIR VALUE MEASUREMENT

ASC Topic 820 “Fair Value Measurement” (Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk.

In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:


•	Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.


•	Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


•	Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis:

Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of September 30, 2019 and June 30, 2019:

September 30, 2019

June 30, 2019

Fair Market Measurements using:

September 30, 2019

Quoted prices

in active

markets for

identical

assets/

(liabilities)

Significant

other

observable

inputs

Significant

unobservable

inputs

June 30, 2019

Quoted prices

in active

markets for

identical

assets/

(liabilities)

Significant

other

observable

inputs

Significant

unobservable

inputs

(Level 1)

(Level 2)

(Level 3)

(Level 1)

(Level 2)

(Level 3)

Financial Assets:

Foreign currency forward contracts designated as cash flow hedges (note 17)

—

N/A

—

N/A

736

N/A

736

N/A

Financial Liabilities:

Foreign currency forward contracts designated as cash flow hedges (note 17)

(31

)

N/A

(31

)

N/A

—

N/A

—

N/A

Our valuation techniques used to measure the fair values of the derivative instruments, the counterparty to which has high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments. Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates.

Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Condensed Consolidated Financial Statements at an amount that approximates their fair value (a Level 2 measurement) due to their short maturities.

If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three months ended September 30, 2019 and 2018, we did not have any transfers between Level 1, Level 2 or Level 3.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the three months ended September 30, 2019 and 2018, no indications of impairment were identified and therefore no fair value measurements were required.

NOTE 17—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Foreign Currency Forward Contracts

We are engaged in hedging programs with various banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months. We do not use foreign currency forward contracts for speculative purposes.

We have designated these transactions as cash flow hedges of forecasted transactions under ASC Topic 815 “Derivatives and Hedging” (Topic 815). As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within other comprehensive income. The fair value of the contracts, as of September 30, 2019, is recorded within "Accounts payable and accrued liabilities".

As of September 30, 2019, the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $63.8 million (June 30, 2019—$62.0 million).

Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance

The effect of these derivative instruments on our Condensed Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects).

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets (see note 16 "Fair Value Measurement")



		As of September 30, 2019			As of June 30, 2019
Derivatives	Balance Sheet Location	Fair Value Asset (Liability)			Fair Value Asset (Liability)
Foreign currency forward contracts designated as cash flow hedges	Prepaid expenses and other current assets (Accounts payable and accrued liabilities)	$	(31	)	$	736

Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI)



Three Months Ended September 30, 2019
Derivatives in Cash Flow Hedging Relationship	Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Foreign currency forward contracts	$	(778	)	Operating expenses	$	(11	)

Three Months Ended September 30, 2018
Derivatives in Cash Flow Hedging Relationship	Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Foreign currency forward contracts	$	683		Operating expenses	$	(498	)

NOTE 18—SPECIAL CHARGES (RECOVERIES)

Special charges (recoveries) include costs and recoveries that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition-related costs and other charges.



	Three Months Ended September 30,
	2019		2018
Fiscal 2019 Restructuring Plan	$	1,656	$	20,246
Fiscal 2018 Restructuring Plan	21		535
Restructuring Plans prior to Fiscal 2018 Restructuring Plan	199		554
Acquisition-related costs	2,666		507
Other charges (recoveries)	559		1,469
Total	$	5,101	$	23,311

Fiscal 2019 Restructuring Plan

During Fiscal 2019, we began to implement restructuring activities to streamline our operations (Fiscal 2019 Restructuring Plan), including in connection with our recent acquisitions of Catalyst and Liaison, to take further steps to improve our operational efficiency. The Fiscal 2019 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the plan, approximately $30.0 million has been recorded within "Special charges (recoveries)" to date. We do not expect to incur any further significant charges relating to this plan.

A reconciliation of the beginning and ending liability for the three months ended September 30, 2019 is shown below.



Fiscal 2019 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2019	$	1,819		$	5,288		$	7,107
Adjustment for Topic 842 (note 1 and note 6)	—			(5,288		)	(5,288		)
Accruals and adjustments	626			1,030			1,656
Cash payments	(1,150		)	(1,030		)	(2,180		)
Foreign exchange and other non-cash adjustments	(219		)	—			(219		)
Balance payable as at September 30, 2019	$	1,076		$	—		$	1,076

Fiscal 2018 Restructuring Plan

During Fiscal 2018 and in the context of our acquisitions of Covisint, Guidance and Hightail (each defined below), we implemented restructuring activities to streamline our operations (collectively referred to as the Fiscal 2018 Restructuring Plan). The Fiscal 2018 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the plan, approximately $10.7 million has been recorded within "Special charges (recoveries)" to date. We do not expect to incur any further significant charges relating to this plan.

A reconciliation of the beginning and ending liability for the three months ended September 30, 2019 is shown below.



Fiscal 2018 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2019	$	150		$	486		$	636
Adjustment for Topic 842 (note 1 and note 6)	—			(486		)	(486		)
Accruals and adjustments	(62		)	83			21
Cash payments	(39		)	(83		)	(122		)
Foreign exchange and other non-cash adjustments	(9		)	—			(9		)
Balance payable as at September 30, 2019	$	40		$	—		$	40

Other charges (recoveries)

For the three months ended September 30, 2019, "Other charges" primarily includes $0.6 million relating to the write-off of ROU assets.

For the three months ended September 30, 2018, "Other charges" primarily include (i) $1.1 million relating to one-time system implementation costs and (ii) $0.3 million relating to other miscellaneous charges.

NOTE 19—ACQUISITIONS

Fiscal 2019 Acquisitions

Catalyst Repository Systems Inc.

On January 31, 2019, we acquired all of the equity interest in Catalyst for approximately $70.8 million in an all cash transaction. Catalyst is a leading provider of eDiscovery that designs, develops and supports market-leading cloud eDiscovery software. In accordance with ASC Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Enterprise Information Management (EIM) portfolio.

The results of operations of this acquisition have been consolidated with those of OpenText beginning January 31, 2019.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of January 31, 2019, are set forth below:



Current assets	$	9,699
Non-current tangible assets	5,754
Intangible customer assets	30,607
Intangible technology assets	11,658
Liabilities assumed	(17,891		)
Total identifiable net assets	39,827
Goodwill	30,973
Net assets acquired	$	70,800

The goodwill of approximately $31.0 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $3.1 million is expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $0.8 million, which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by an insignificant amount.

The fair value of current assets acquired includes accounts receivable with a fair value of $10.8 million. The gross amount receivable was $11.8 million, of which $1.0 million is expected to be uncollectible.

The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for the assets acquired and liabilities assumed, including tax balances. We expect to finalize this determination on or before our quarter ending December 31, 2019.

Liaison Technologies, Inc.

On December 17, 2018, we acquired all of the equity interest in Liaison, a leading provider of cloud-based business to business integration, for approximately $310.6 million in an all cash transaction. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our EIM portfolio.

The results of operations of this acquisition have been consolidated with those of OpenText beginning December 17, 2018.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of December 17, 2018, are set forth below:



Current assets	$	23,006
Non-current tangible assets	5,168
Intangible customer assets	68,300
Intangible technology assets	107,000
Liabilities assumed	(57,265		)
Total identifiable net assets	146,209
Goodwill	164,434
Net assets acquired	$	310,643

The goodwill of approximately $164.4 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $2.2 million is expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $7.6 million, which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by an insignificant amount.

The fair value of current assets acquired includes accounts receivable with a fair value of $20.5 million. The gross amount receivable was $22.2 million, of which $1.7 million is expected to be uncollectible.

NOTE 20—SUPPLEMENTAL CASH FLOW DISCLOSURES



	Three Months Ended September 30,
	2019		2018
Cash paid during the period for interest	$	33,444	$	32,627
Cash received during the period for interest	$	3,949	$	735
Cash paid during the period for income taxes	$	10,335	$	8,367

NOTE 21—EARNINGS PER SHARE

Basic earnings per share are computed by dividing net income, attributable to OpenText, by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share are computed by dividing net income, attributable to OpenText, by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method. Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive.



	Three Months Ended September 30,
	2019		2018
Basic earnings per share
Net income attributable to OpenText	$	74,401	$	36,324
Basic earnings per share attributable to OpenText	$	0.28	$	0.14
Diluted earnings per share
Net income attributable to OpenText	$	74,401	$	36,324
Diluted earnings per share attributable to OpenText	$	0.27	$	0.13
Weighted-average number of shares outstanding (in 000's)
Basic	270,013		268,028
Effect of dilutive securities	1,238		1,359
Diluted	271,251		269,387
Excluded as anti-dilutive⁽¹⁾	2,174		1,868

⁽¹⁾ Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period.

NOTE 22—RELATED PARTY TRANSACTIONS

Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of the Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee. The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction. In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the Company of the proposed transaction; if applicable, the effects on a director’s independence; and if applicable, the availability of other sources of comparable services or products.

During the three months ended September 30, 2019, Mr. Stephen Sadler, a director, earned approximately $9 thousand (three months ended September 30, 2018—$6 thousand) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

NOTE 23—SUBSEQUENT EVENT

Cash Dividends

As part of our quarterly, non-cumulative cash dividend program, we declared, on October 30, 2019, a dividend of $0.1746 per Common Share. The record date for this dividend is November 29, 2019 and the payment date is December 19, 2019. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board.

Amendments to the Revolver

On October 31, 2019, we amended the Revolver to increase the facility size from $450 million to $750 million, as well as extend the maturity date from May 5, 2022 to October 31, 2024. As of the filing of this Form 10-Q, there is no outstanding balance on the Revolver.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q, including this Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the U.S. Securities Act of 1933, as amended (the Securities Act), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements.

When used in this report, the words “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, "might", "will" and other similar language, as they relate to Open Text Corporation (“OpenText” or the “Company”), are intended to identify forward-looking statements under applicable securities laws. Specific forward-looking statements in this report include, but are not limited to: (i) statements about our focus in the fiscal year beginning July 1, 2019 and ending June 30, 2020 (Fiscal 2020) on growth in earnings and cash flows; (ii) creating value through investments in broader Enterprise Information Management (EIM) capabilities; (iii) our future business plans and business planning process; (iv) statements relating to business trends; (v) statements relating to distribution; (vi) the Company’s presence in the cloud and in growth markets; (vii) product and solution developments, enhancements and releases and the timing thereof; (viii) the Company’s financial conditions, results of operations and earnings; (ix) the basis for any future growth and for our financial performance; (x) declaration of quarterly dividends; (xi) future tax rates; (xii) the changing regulatory environment including the tax reform legislation enacted through the Tax Cuts and Jobs Act in the United States and its impact on our business; (xiii) annual recurring revenues; (xiv) research and development and related expenditures; (xv) our building, development and consolidation of our network infrastructure; (xvi) competition and changes in the competitive landscape; (xvii) our management and protection of intellectual property and other proprietary rights; (xviii) foreign sales and exchange rate fluctuations; (xix) cyclical or seasonal aspects of our business; (xx) capital expenditures; (xxi) potential legal and/or regulatory proceedings; (xxii) statements about the impact of Magellan and Release 16; (xxiii) statements about acquisitions and their expected impact; and (xxiv) other matters.

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, and 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. The forward-looking statements contained in this report are based on certain assumptions including the following: (i) countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; (ii) our continued operation of a secure and reliable business network; (iii) the stability of general economic and market conditions, currency exchange rates, and interest rates; (iv) equity and debt markets continuing to provide us with access to capital; (v) our continued ability to identify, source and finance attractive and executable business combination opportunities; and (vi) our continued compliance with third party intellectual property rights. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (ii) the potential for the incurrence of or assumption of debt in connection with acquisitions and the impact on the ratings or outlooks of rating agencies on our outstanding debt securities; (iii) the possibility that the Company may be unable to meet its future reporting requirements under the Exchange Act, and the rules promulgated thereunder, or applicable Canadian securities regulation; (iv) the risks associated with bringing new products and services to market; (v) fluctuations in currency exchange rates (including as a result of the impact of Brexit and any policy changes resulting from trade and tariff disputes); (vi) delays in the purchasing decisions of the Company’s customers; (vii) the competition the Company faces in its industry and/or marketplace; (viii) the final determination of litigation, tax audits (including tax examinations in the United States, Canada or elsewhere) and other legal proceedings; (ix) potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, U.S. or international tax regimes; (x) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; (xi) the continuous commitment of the Company’s customers; (xii) demand for the Company’s products and services; (xiii) increase in exposure to international business risks (including as a result of the impact of Brexit and any policy changes resulting from the new U.S. administration, including any transition from the North American Free Trade Agreement to the United States-Mexico-Canada Agreement) as we continue to increase our international operations; (xiv) inability to raise capital at all or on not unfavorable terms in the future; (xv) downward pressure on our share price and dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions); and (xvi) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities. Other factors that may affect forward-looking statements include, but are not limited to: (i) the future performance, financial and

otherwise, of the Company; (ii) the ability of the Company to bring new products and services to market and to increase sales; (iii) the strength of the Company’s product development pipeline; (iv) failure to secure and protect patents, trademarks and other proprietary rights; (v) infringement of third-party proprietary rights triggering indemnification obligations and resulting in significant expenses or restrictions on our ability to provide our products or services; (vi) failure to comply with privacy laws and regulations that are extensive, open to various interpretations and complex to implement including General Data Protection Regulation (GDPR) and Country by Country Reporting; (vii) the Company’s growth and other profitability prospects; (viii) the estimated size and growth prospects of the EIM market; (ix) the Company’s competitive position in the EIM market and its ability to take advantage of future opportunities in this market; (x) the benefits of the Company’s products and services to be realized by customers; (xi) the demand for the Company’s products and services and the extent of deployment of the Company’s products and services in the EIM marketplace; (xii) the Company’s financial condition and capital requirements; (xiii) system or network failures or information security breaches in connection with the Company's offerings and information technology systems generally; and (xiv) failure to attract and retain key personnel to develop and effectively manage the Company's business.

For additional information with respect to risks and other factors which could occur, see Part II, Item 1A "Risk Factors" herein and the Company's Annual Report on Form 10-K, including Part I, Item 1A "Risk Factors" therein; Quarterly Reports on Form 10-Q, including Item 1A herein and other documents we file from time to time 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.

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.

All dollar and percentage comparisons made herein refer to the three months ended September 30, 2019 compared with the three months ended September 30, 2018, 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.

EXECUTIVE OVERVIEW

We operate in the Enterprise Information Management (EIM) market where we enable the intelligent and connected enterprise. We develop enterprise software to support businesses in becoming digital businesses and governments in becoming digital governments. The comprehensive OpenText EIM platform and suite of software products and services provide secure and scalable solutions for global companies and governments around the world. With our software, organizations manage a valuable asset - information. Information that is made more valuable by connecting it to digital business processes, information that is enriched with analytics, information that is protected and secure throughout its entire lifecycle, information that captivates customers, and information that connects and fuels some of the world's largest digital supply chains in manufacturing, retail, and financial services. Our EIM solutions are designed to enable organizations to secure their information so that they can collaborate with confidence, validate endpoints with all machines and the Internet of Things (IoT), stay ahead of the regulatory technology curve, identify threats that cross their networks, leverage discovery with information forensics, and gain insight and action through analytics, artificial intelligence (AI) and automation.

We offer software through traditional on-premises solutions, cloud solutions or a combination of both. We believe our customers will operate in hybrid on-premises and cloud environments, and we are ready to support the delivery method the customer prefers. In providing choice and flexibility, we strive to maximize the lifetime value of the relationship with our customers.

Our initial public offering was on the NASDAQ in 1996 and we were subsequently listed on the Toronto Stock Exchange (TSX) in 1998. We are a multinational company and as of September 30, 2019, employed approximately 13,200 people worldwide.

Our ticker symbol on both the NASDAQ and the TSX is "OTEX".

Quarterly Summary:

During the first quarter of Fiscal 2020 we saw the following activity:


•	Total revenue was $696.9 million, up 4.5% compared to the same period in the prior fiscal year; up 5.9% after factoring the impact of $9.7 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 $549.6 million, up 5.8% compared to the same period in the prior fiscal year; up 7.1% after factoring the impact of $7.0 million of foreign exchange rate changes.


•	Cloud services and subscriptions revenue was $237.3 million, up 14.0% compared to the same period in the prior fiscal year; up 15.0% after factoring the impact of $2.0 million of foreign exchange rate changes.


•	License revenue was $77.9 million, up 1.3% compared to the same period in the prior fiscal year; up 2.9% after factoring the impact of $1.3 million of foreign exchange rate changes.


•	GAAP-based EPS, diluted, was $0.27 compared to $0.13 in the same period in the prior fiscal year.


•	Non-GAAP-based EPS, diluted, was $0.64 compared to $0.60 in the same period in the prior fiscal year.


•	GAAP-based gross margin was 67.2% compared to 66.1% in the same period in the prior fiscal year.


•	Non-GAAP-based gross margin was 73.1% compared to 73.4% in the same period in the prior fiscal year.


•	GAAP-based net income attributable to OpenText was $74.4 million compared to $36.3 million in the same period in the prior fiscal year.


•	Non-GAAP-based net income attributable to OpenText was $173.5 million compared to $161.6 million in the same period in the prior fiscal year.


•	Adjusted EBITDA was $254.2 million compared to $246.3 million in the same period in the prior fiscal year.


•	Operating cash flow was $137.4 million, down 19.8% from the same period in the prior fiscal year.


•	Cash and cash equivalents was $999.3 million as of September 30, 2019, compared to $941.0 million as of June 30, 2019.

See "Use of Non-GAAP Financial Measures" below for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.

See "Acquisitions" below for the impact of acquisitions on the period-to-period comparability of results.

Acquisitions

Our competitive position in the marketplace requires us to maintain a complex and evolving array of technologies, products, services and capabilities. In light of the continually evolving marketplace in which we operate, on an ongoing basis we regularly evaluate acquisition opportunities within the EIM market and at any time may be in various stages of discussions with respect to such opportunities.

We believe our acquisitions support our long-term strategic direction, strengthen our competitive position, expand our customer base, provide greater scale to accelerate innovation, grow our earnings and provide superior shareholder value. We expect to continue to strategically acquire companies, products, services and technologies to augment our existing business. Our acquisitions, particularly significant ones, can affect the period-to-period comparability of our results. See note 19 "Acquisitions" to our Condensed Consolidated Financial Statements for more details.

Outlook for remainder of Fiscal 2020

As an organization, our management believes in delivering “Total Growth”, meaning we strive towards delivering value through organic initiatives, innovations and acquisitions, as well as financial performance. This growth is further enhanced through our direct and indirect sales distribution channels. With an emphasis on improving productivity, increasing recurring revenues and expanding our margins, we believe our “Total Growth” strategy will ultimately drive overall cash flow generation, thus helping to fuel our disciplined capital allocation approach and further drive our ability to deepen our account coverage and identify and execute strategic acquisitions. With strategic acquisitions, we are better positioned to expand our product portfolio and improve our ability to innovate and grow organically, which then further helps us to meet our long-term growth targets. We believe this “Total Growth” strategy is a durable model that will create shareholder value over both the near and long-term.

We are committed to continuous innovation. Our investments in research and development (R&D) drive product innovation, increasing the value of our offerings to our installed customer base, which includes Global 10,000 companies. More valuable products, coupled with our established global partner program, lead to greater distribution and cross-selling opportunities which further help us to achieve organic growth. This quarter we invested approximately $81 million or approximately 12% of revenue in R&D, in line with our target to spend approximately 11% to 13% of revenues for R&D this fiscal year.

The cloud is quickly becoming a business imperative. What used to be discussed as a potential option for managing budgets, is now a strategic direction that drives competitive positioning, product innovation, business agility, and cost management. We are committed to continue our investment in The OpenText Cloud, which is a purpose-built cloud environment for enterprise solutions spanning Information Management, Compliance, and B2B Integration. Supported by a global, scalable, and secure infrastructure, OpenText Cloud includes a foundational platform of technology services, and

packaged business applications for industry and business processes. The OpenText Cloud enables organizations to protect and manage information in public, private or hybrid deployments.

We remain a value oriented and disciplined acquirer and consolidator, having efficiently deployed $6.2 billion on acquisitions over the last 10 years. Mergers and acquisitions are one of our leading growth drivers. We believe in creating value by focusing on acquiring strategic businesses, integrating them into our business model and using our acquired assets to innovate. We have developed a philosophy, which we refer to as “The OpenText Business System”, that is designed to create value by leveraging a clear set of operational mandates for integrating newly acquired companies and assets. We see our ability to successfully integrate acquired companies and assets into our business as a strength and pursuing strategic acquisitions is an important aspect to our Total Growth strategy.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time. Actual results may differ materially from those estimates. The policies listed below are areas that may contain key components of our results of operations and are based on complex rules requiring us to make judgments and estimates and consequently, we consider these to be our critical accounting policies. Some of these accounting policies involve complex situations and require a higher degree of judgment, either in the application and interpretation of existing accounting literature or in the development of estimates that affect our financial statements. The critical accounting policies which we believe are the most important to aid in fully understanding and evaluating our reported financial results include the following:


(i)	Revenue recognition,


(ii)	Goodwill,


(iii)	Acquired intangibles, and


(iv)	Income taxes.

For a full discussion of all our accounting policies, please see Note 2 "Accounting Policies and Recent Accounting Pronouncements" to our Consolidated Financial Statements included in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019.

RESULTS OF OPERATIONS

The following tables provide a detailed analysis of our results of operations and financial condition. For each of the periods indicated below, we present our revenues by product type, revenues by major geography, cost of revenues by product type, total gross margin, total operating margin, gross margin by product type, and their corresponding percentage of total revenue.

In addition, we provide Non-GAAP measures for the periods discussed in order to provide additional information to investors that we believe will be useful as this presentation is in line with how our management assesses our Company's performance. See "Use of Non-GAAP Financial Measures" below for a reconciliation of GAAP-based measures to Non-GAAP-based measures.

Summary of Results of Operations



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
Total Revenues by Product Type:
License	$	77,898		$	1,011		$	76,887
Cloud services and subscriptions	237,265			29,182			208,083
Customer support	312,298			747			311,551
Professional service and other	69,427			(1,209		)	70,636
Total revenues	696,888			29,731			667,157
Total Cost of Revenues	228,508			2,195			226,313
Total GAAP-based Gross Profit	468,380			27,536			440,844
Total GAAP-based Gross Margin %	67.2		%				66.1		%
Total GAAP-based Operating Expenses	335,867			(5,750		)	341,617
Total GAAP-based Income from Operations	$	132,513		$	33,286		$	99,227

% Revenues by Product Type:
License	11.2		%				11.5		%
Cloud services and subscriptions	34.0		%				31.2		%
Customer support	44.8		%				46.7		%
Professional service and other	10.0		%				10.6		%

Total Cost of Revenues by Product Type:
License	$	2,323		$	(1,549	)	$	3,872
Cloud services and subscriptions	102,162			14,459			87,703
Customer support	29,387			(1,078		)	30,465
Professional service and other	54,338			(2,458		)	56,796
Amortization of acquired technology-based intangible assets	40,298			(7,179		)	47,477
Total cost of revenues	$	228,508		$	2,195		$	226,313

% GAAP-based Gross Margin by Product Type:
License	97.0		%				95.0		%
Cloud services and subscriptions	56.9		%				57.9		%
Customer support	90.6		%				90.2		%
Professional service and other	21.7		%				19.6		%

Total Revenues by Geography:⁽¹⁾
Americas ⁽²⁾	$	419,710		$	30,370		$	389,340
EMEA⁽³⁾	210,167			(4,308		)	214,475
Asia Pacific⁽⁴⁾	67,011			3,669			63,342
Total revenues	$	696,888		$	29,731		$	667,157

% Revenues by Geography:
Americas ⁽²⁾	60.2		%				58.4		%
EMEA⁽³⁾	30.2		%				32.1		%
Asia Pacific⁽⁴⁾	9.6		%				9.5		%

Other Metrics:
GAAP-based gross margin	67.2		%				66.1		%
GAAP-based EPS, diluted	$	0.27					$	0.13
Net income, attributable to OpenText	$	74,401					$	36,324
Non-GAAP-based gross margin ⁽⁵⁾	73.1		%				73.4		%
Non-GAAP-based EPS, diluted⁽⁵⁾	$	0.64					$	0.60
Adjusted EBITDA ⁽⁵⁾	$	254,212					$	246,256



(1)	Total revenues by geography are determined based on the location of our end customer.
(2)	Americas consists of countries in North, Central and South America.
(3)	EMEA primarily consists of countries in Europe, the Middle East and Africa.
(4)	Asia Pacific primarily consists of the countries Japan, Australia, China, Korea, Philippines, Singapore and New Zealand.
(5)	See "Use of Non-GAAP Financial Measures" (discussed later in this MD&A) for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.

Revenues, Cost of Revenues and Gross Margin by Product Type

1) License:

Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, all of which are deployed on the customer’s premises (on-premise). Our license revenues are impacted by the strength of general economic and industry conditions, the competitive strength of our software products, and our acquisitions. Cost of license revenues consists primarily of royalties payable to third parties.



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
License Revenues:
Americas	$	39,236		$	(37	)	$	39,273
EMEA	26,692			(1,652		)	28,344
Asia Pacific	11,970			2,700			9,270
Total License Revenues	77,898			1,011			76,887
Cost of License Revenues	2,323			(1,549		)	3,872
GAAP-based License Gross Profit	$	75,575		$	2,560		$	73,015
GAAP-based License Gross Margin %	97.0		%				95.0		%

% License Revenues by Geography:
Americas	50.4		%				51.1		%
EMEA	34.3		%				36.9		%
Asia Pacific	15.3		%				12.0		%

License revenues increased by $1.0 million or 1.3% during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year; up 2.9% after factoring the impact of $1.3 million of foreign exchange rate changes. Geographically, the overall change was attributable to an increase in Asia Pacific of $2.7 million, partially offset by a decrease in EMEA of $1.7 million.

During the first quarter of Fiscal 2020, we closed 25 license deals greater than $0.5 million, of which 5 deals were greater than $1.0 million, contributing approximately $19.5 million of license revenues. This was compared to 26 deals greater than $0.5 million closed during the first quarter of Fiscal 2019, of which 5 deals were greater than $1.0 million, contributing $20.8 million of license revenues.

Cost of license revenues decreased by $1.5 million during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year, primarily as a result of lower third party technology costs. Overall, the gross margin percentage on license revenues increased to approximately 97% from approximately 95%.

2) Cloud Services and Subscriptions:

Cloud services and subscriptions revenues are from hosting arrangements where in connection with the licensing of software, the end user doesn’t take possession of the software, as well as from end-to-end fully outsourced business-to-business (B2B) integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third party, and the customer accesses and uses the software on an as-needed basis via an identified line. Our cloud arrangements can be broadly categorized as "platform as a service" (PaaS), "software as a service" (SaaS), cloud subscriptions and managed services.

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.



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
Cloud Services and Subscriptions:
Americas	$	166,556		$	27,940		$	138,616
EMEA	48,443			(276		)	48,719
Asia Pacific	22,266			1,518			20,748
Total Cloud Services and Subscriptions Revenues	237,265			29,182			208,083
Cost of Cloud Services and Subscriptions Revenues	102,162			14,459			87,703
GAAP-based Cloud Services and Subscriptions Gross Profit	$	135,103		$	14,723		$	120,380
GAAP-based Cloud Services and Subscriptions Gross Margin %	56.9		%				57.9		%

% Cloud Services and Subscriptions Revenues by Geography:
Americas	70.2		%				66.6		%
EMEA	20.4		%				23.4		%
Asia Pacific	9.4		%				10.0		%

Cloud services and subscriptions revenues increased by $29.2 million or 14.0% during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year; up 15.0% after factoring the impact of $2.0 million of foreign exchange rate changes. Geographically, the overall change was attributable to an increase in Americas of $27.9 million and an increase in Asia Pacific of $1.5 million, partially offset by a decrease in EMEA of $0.3 million.

The number of Cloud services deals greater than $1.0 million that closed during the first quarter of Fiscal 2020 was 7 deals, compared to 9 deals during the first quarter of Fiscal 2019.

Cost of Cloud services and subscriptions revenues increased by $14.5 million during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year, due to an increase in labour-related costs of approximately $10.2 million, an increase in third party network usage fees of $4.2 million and an increase in other miscellaneous costs of $0.1 million. The increase in labour-related costs was primarily due to increased headcount from recent acquisitions.

Overall, the gross margin percentage on Cloud services and subscriptions revenues decreased to approximately 57% from approximately 58%.

3) Customer Support:

Customer support revenues consist of revenues from our customer support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when and if available. Customer support revenues are generated from support and maintenance relating to current year sales of software products and from the renewal of existing maintenance agreements for software licenses sold in prior periods. Therefore, changes in Customer support revenues do not always correlate directly to the changes in license revenues from period to period. The terms of support and maintenance agreements are typically twelve months, and are renewable, generally on an annual basis, at the option of the customer. 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. For the quarter ended September 30, 2019, our Customer support renewal rate was approximately 92%, up slightly compared with the Customer support renewal rate during the quarter ended September 30, 2018.

Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third party royalty costs.



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
Customer Support Revenues:
Americas	$	179,443		$	1,056		$	178,387
EMEA	106,947			(861		)	107,808
Asia Pacific	25,908			552			25,356
Total Customer Support Revenues	312,298			747			311,551
Cost of Customer Support Revenues	29,387			(1,078		)	30,465
GAAP-based Customer Support Gross Profit	$	282,911		$	1,825		$	281,086
GAAP-based Customer Support Gross Margin %	90.6		%				90.2		%

% Customer Support Revenues by Geography:
Americas	57.5		%				57.3		%
EMEA	34.2		%				34.6		%
Asia Pacific	8.3		%				8.1		%

Customer support revenues increased by $0.7 million or 0.2% during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year; up 1.8% after factoring the impact of $5.0 million of foreign exchange rate changes. Geographically, the overall change was attributable to an increase in Americas of $1.1 million, an increase in Asia Pacific of $0.6 million, partially offset by a decrease in EMEA of $0.9 million.

Cost of Customer support revenues decreased by $1.1 million during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year, due to a decrease in labour-related costs of approximately $0.9 million and a decrease in other miscellaneous costs of $0.2 million. Overall, the gross margin percentage on Customer support revenues increased to approximately 91% from approximately 90%.

4) Professional Service and Other:

Professional service and other revenues consist of revenues from consulting contracts and contracts to provide implementation, training and integration services (professional services). Other revenues consist of hardware revenues, which are grouped within the “Professional service and other” category because they are relatively immaterial to our service revenues. Professional services are typically performed after the purchase of new software licenses. Professional service and other revenues can vary from period to period based on the type of engagements as well as those implementations that are assumed by our partner network.

Cost of professional service and other revenues consists primarily of the costs of providing integration, configuration and training with respect to our various software products. The most significant components of these costs are personnel-related expenses, travel costs and third party subcontracting.



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
Professional Service and Other Revenues:
Americas	$	34,475		$	1,411		$	33,064
EMEA	28,085			(1,519		)	29,604
Asia Pacific	6,867			(1,101		)	7,968
Total Professional Service and Other Revenues	69,427			(1,209		)	70,636
Cost of Professional Service and Other Revenues	54,338			(2,458		)	56,796
GAAP-based Professional Service and Other Gross Profit	$	15,089		$	1,249		$	13,840
GAAP-based Professional Service and Other Gross Margin %	21.7		%				19.6		%

% Professional Service and Other Revenues by Geography:
Americas	49.7		%				46.8		%
EMEA	40.5		%				41.9		%
Asia Pacific	9.8		%				11.3		%

Professional service and other revenues decreased by $1.2 million or 1.7% during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year; up 0.2% after factoring the impact of $1.4 million of foreign exchange rate changes. Geographically, the overall change was attributable to an increase in Americas of $1.4 million, offset by a decrease in EMEA of $1.5 million and a decrease in Asia Pacific of $1.1 million.

Cost of Professional service and other revenues decreased by $2.5 million during the three months ended September 30, 2019 as compared to the same period in the prior fiscal year as a result of a decrease in labour-related costs of approximately $2.8 million resulting primarily from a reduction in the use of external labour resources, partially offset by an increase in other miscellaneous costs of $0.3 million.

Overall, the gross margin percentage on Professional service and other revenues increased to approximately 22% from approximately 20%. We are selective about the professional service engagements we accept to strategically optimize margins.

Amortization of Acquired Technology-based Intangible Assets



	Three Months Ended September 30,
(In thousands)	2019		Change increase (decrease)			2018
Amortization of acquired technology-based intangible assets	$	40,298	$	(7,179	)	$	47,477

Amortization of acquired technology-based intangible assets decreased during the three months ended September 30, 2019 by $7.2 million, as compared to the same period in the prior fiscal year. This was due to a reduction of $13.7 million, relating to intangible assets from certain previous acquisitions becoming fully amortized, partially offset by an increase in amortization of $6.6 million, primarily relating to newly acquired technology-based intangible assets from our recent acquisitions of Catalyst and Liaison in Fiscal 2019.

Operating Expenses



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
Research and development	$	81,178		$	3,708		$	77,470
Sales and marketing	128,618			8,436			120,182
General and administrative	51,535			611			50,924
Depreciation	20,277			(3,577		)	23,854
Amortization of acquired customer-based intangible assets	49,158			3,282			45,876
Special charges (recoveries)	5,101			(18,210		)	23,311
Total operating expenses	$	335,867		$	(5,750	)	$	341,617

% of Total Revenues:
Research and development	11.6		%				11.6		%
Sales and marketing	18.5		%				18.0		%
General and administrative	7.4		%				7.6		%
Depreciation	2.9		%				3.6		%
Amortization of acquired customer-based intangible assets	7.1		%				6.9		%
Special charges (recoveries)	0.7		%				3.5		%

Research and development expenses consist primarily of payroll and payroll-related benefits expenses, contracted research and development expenses, and facility costs. Research and development assists with organic growth and improves product stability and functionality, and accordingly, we dedicate extensive efforts to update and upgrade our product offerings. The primary driver is typically budgeted software upgrades and software development.



	Change between Three Months Ended September 30, 2019 and 2018
(In thousands)	increase (decrease)
Payroll and payroll-related benefits	$	4,803
Contract labour and consulting	458
Share-based compensation	(138		)
Travel and communication	(64		)
Facilities	(1,353		)
Other miscellaneous	2
Total change in research and development expenses	$	3,708

Research and development expenses increased by $3.7 million during the three months ended September 30, 2019 as compared to the prior fiscal year. Payroll and payroll-related benefits increased by $4.8 million, driven primarily by increased headcount from recent acquisitions. This was partially offset by a decrease in facility related expenses of $1.4 million. Overall, our research and development expenses, as a percentage of total revenues, remained stable compared to the same period in the prior fiscal year at approximately 12%.

Our research and development labour resources increased by 186 employees, from 3,523 employees at September 30, 2018 to 3,709 employees at September 30, 2019.

Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing events and trade shows.



	Change between Three Months Ended September 30, 2019 and 2018
(In thousands)	increase (decrease)
Payroll and payroll-related benefits	$	4,855
Commissions	3,003
Contract labour and consulting	72
Share-based compensation	315
Travel and communication	1,381
Marketing expenses	903
Facilities	636
Bad debt expense	(1,721		)
Other miscellaneous	(1,008		)
Total change in sales and marketing expenses	$	8,436

Sales and marketing expenses increased by $8.4 million during the three months ended September 30, 2019 as compared to the prior fiscal year. This was primarily due to (i) an increase in payroll and payroll-related benefits of $4.9 million, (ii) an increase in commissions expense of $3.0 million, and (iii) an increase in travel and communication expenses of $1.4 million. These were partially offset by (i) a decrease in bad debt expense of $1.7 million. Overall, our sales and marketing expenses, as a percentage of total revenues, as compared to the same period in the prior fiscal year, remained stable at approximately 18%.

Our sales and marketing labour resources increased by 161 employees, from 1,959 employees at September 30, 2018 to 2,120 employees at September 30, 2019.

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.



	Change between Three Months Ended September 30, 2019 and 2018
(In thousands)	increase (decrease)
Payroll and payroll-related benefits	$	2,850
Contract labour and consulting	(618		)
Share-based compensation	358
Travel and communication	(371		)
Facilities	324
Other miscellaneous	(1,932		)
Total change in general and administrative expenses	$	611

General and administrative expenses increased by $0.6 million during the three months ended September 30, 2019 as compared to the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $2.9 million, partially offset by a decrease in other miscellaneous expenses of $1.9 million, which includes professional fees such as legal, audit and tax related expenses. The remainder of the change was attributable to other activities associated with normal growth in our business operations. Overall, general and administrative expenses, as a percentage of total revenue, decreased to approximately 7% from approximately 8%.

Our general and administrative labour resources increased by 166 employees, from 1,484 employees at September 30, 2018 to 1,650 employees at September 30, 2019.

Depreciation expenses:



	Three Months Ended September 30,
(In thousands)	2019		Change increase (decrease)			2018
Depreciation	$	20,277	$	(3,577	)	$	23,854

Depreciation expenses decreased during the three months ended September 30, 2019 by $3.6 million as compared to the prior fiscal year, primarily as a result of lower capital expeditures. Depreciation expense, as a percentage of total revenue, remained at approximately 3%.

Amortization of acquired customer-based intangible assets:



	Three Months Ended September 30,
(In thousands)	2019		Change increase (decrease)		2018
Amortization of acquired customer-based intangible assets	$	49,158	$	3,282	$	45,876

Amortization of acquired customer-based intangible assets increased during the three months ended September 30, 2019 by $3.3 million as compared to the prior fiscal year. This was due to an increase in amortization of $3.7 million, relating to newly acquired customer-based intangible assets from our recent acquisitions of Catalyst and Liaison in Fiscal 2019. The increase in amortization was partially offset by a reduction of $0.4 million, relating to intangible assets from certain previous acquisitions becoming fully amortized.

Special charges (recoveries):

Special charges typically relate to amounts that we expect to pay in connection with restructuring plans, acquisition-related costs and other similar charges and recoveries. Generally, we implement such plans in the context of integrating acquired entities with existing OpenText operations. Actions related to such restructuring plans are typically completed within a period of one year. 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.



	Three Months Ended September 30,
(In thousands)	2019		Change increase (decrease)			2018
Special charges (recoveries)	$	5,101	$	(18,210	)	$	23,311

Special charges decreased by $18.2 million during the three months ended September 30, 2019 as compared to the prior fiscal year. This was primarily due to a decrease in restructuring activities of $19.5 million and a decrease of $1.1 million relating to one-time system implementation costs. These decreases were partially offset by an increase in acquisition related costs of $2.2 million. The remainder of the change is due to other miscellaneous items.

For more details on Special charges (recoveries), see note 18 "Special Charges (Recoveries)" to our Condensed Consolidated Financial Statements.

Other Income (Expense), Net

Other income (expense), net relates to certain non-operational charges primarily consisting of income or losses in our share of marketable equity securities accounted for under the equity method and of transactional foreign exchange gains (losses). The income (expense) from foreign exchange is dependent upon the change in foreign currency exchange rates vis-à-vis the functional currency of the legal entity.



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
Foreign exchange gains (losses)	$	(3,659	)	$	(2,718	)	$	(941	)
OpenText share in net income (loss) of equity investees (note 9)	682			(1,690		)	2,372
Other miscellaneous income (expense)	192			101			91
Total other income (expense), net	$	(2,785	)	$	(4,307	)	$	1,522

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.



	Three Months Ended September 30,
(In thousands)	2019			Change increase (decrease)			2018
Interest expense related to total outstanding debt ⁽¹⁾	$	34,166		$	323		$	33,843
Interest income	(3,949		)	(3,214		)	(735		)
Other miscellaneous expense	1,993			570			1,423
	$	32,210		$	(2,321	)	$	34,531

⁽¹⁾For more details see note 11 "Long-Term Debt" to our Condensed Consolidated Financial Statements.

Provision for (Recovery of) Income Taxes

We operate in several tax jurisdictions and are exposed to various foreign tax rates. We also note that we are subject to tax rate discrepancies between our domestic tax rate and foreign tax rates that are significant and these discrepancies are primarily related to earnings in the United States.

Please also see Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for Fiscal 2019.



	Three Months Ended September 30,
(In thousands)	2019		Change increase (decrease)			2018
Provision for (recovery of) income taxes	$	23,091	$	(6,759	)	$	29,850

The effective tax rate decreased to a provision of 23.7% for the three months ended September 30, 2019, compared to 45.1% for the three months ended September 30, 2018. The decrease in tax expense of $6.8 million was primarily due to (i) a decrease of $10.8 million in reserves for unrecognized tax benefits resulting from taxation years becoming statute barred, (ii) a decrease of $3.4 million relating to the tax impact of internal reorganizations of subsidiaries that did not reoccur in the first quarter of Fiscal 2020, and (iii) a decrease of $2.0 million relating to higher research and development tax credits. These were partially offset by an increase in net income taxed at foreign rates of $8.5 million and an increase of $2.9 million relating to base erosion and anti-abuse tax (BEAT). The remainder of the difference was due to normal course movements and non-material items.

For information with regards to certain potential tax contingencies, see note 14 "Guarantees and Contingencies" to our Condensed Consolidated Financial Statements.

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 U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its Condensed Consolidated Financial Statements, all of which should be considered when evaluating the Company's results.

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 U.S. GAAP. The presentation of Non-GAAP financial measures are not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.

Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, is consistently calculated as GAAP-based net income or earnings 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 earnings (loss) before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to OpenText excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and Special charges (recoveries).

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 U.S. GAAP.

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, 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.

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 September 30, 2019

(in thousands except for per share data)



	Three Months Ended September 30, 2019
	GAAP-based Measures			GAAP-based Measures % of Total Revenue	Adjustments			Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	102,162			$	(383	)	(1)	$	101,779
Customer support	29,387				(316		)	(1)	29,071
Professional service and other	54,338				(243		)	(1)	54,095
Amortization of acquired technology-based intangible assets	40,298				(40,298		)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	468,380			67.2%	41,240			(3)	509,620		73.1%
Operating expenses
Research and development	81,178				(1,221		)	(1)	79,957
Sales and marketing	128,618				(2,116		)	(1)	126,502
General and administrative	51,535				(2,612		)	(1)	48,923
Amortization of acquired customer-based intangible assets	49,158				(49,158		)	(2)	—
Special charges (recoveries)	5,101				(5,101		)	(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	132,513				101,448			(5)	233,961
Other income (expense), net	(2,785		)		2,785			(6)	—
Provision for (recovery of) income taxes	23,091				5,154			(7)	28,245
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	74,401				99,079			(8)	173,480
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	0.27			$	0.37		(8)	$	0.64



(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. See note 18 "Special Charges (Recoveries)" to our Condensed Consolidated Financial Statements for more details.
(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 non-marketable securities 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.
(7)	Adjustment relates to differences between the GAAP-based tax provision rate of approximately 24% and a Non-GAAP-based tax rate of approximately 14%; 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. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. 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. 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. 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.



(8)	Reconciliation of GAAP-based net income to Non-GAAP-based net income:



	Three Months Ended September 30, 2019
				Per share diluted
GAAP-based net income, attributable to OpenText	$	74,401		$	0.27
Add:
Amortization	89,456			0.33
Share-based compensation	6,891			0.03
Special charges (recoveries)	5,101			0.02
Other (income) expense, net	2,785			0.01
GAAP-based provision for (recovery of) income taxes	23,091			0.09
Non-GAAP-based provision for income taxes	(28,245		)	(0.11		)
Non-GAAP-based net income, attributable to OpenText	$	173,480		$	0.64

Reconciliation of Adjusted EBITDA



	Three Months Ended September 30, 2019
GAAP-based net income, attributable to OpenText	$	74,401
Add:
Provision for (recovery of) income taxes	23,091
Interest and other related expense, net	32,210
Amortization of acquired technology-based intangible assets	40,298
Amortization of acquired customer-based intangible assets	49,158
Depreciation	20,277
Share-based compensation	6,891
Special charges (recoveries)	5,101
Other (income) expense, net	2,785
Adjusted EBITDA	$	254,212

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended September 30, 2018

(in thousands except for per share data)



	Three Months Ended September 30, 2018
	GAAP-based Measures		GAAP-based Measures % of Total Revenue	Adjustments			Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	87,703		$	(317	)	(1)	$	87,386
Customer support	30,465			(300		)	(1)	30,165
Professional service and other	56,796			(524		)	(1)	56,272
Amortization of acquired technology-based intangible assets	47,477			(47,477		)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	440,844		66.1%	48,618			(3)	489,462		73.4%
Operating expenses
Research and development	77,470			(1,359		)	(1)	76,111
Sales and marketing	120,182			(1,801		)	(1)	118,381
General and administrative	50,924			(2,254		)	(1)	48,670
Amortization of acquired customer-based intangible assets	45,876			(45,876		)	(2)	—
Special charges (recoveries)	23,311			(23,311		)	(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	99,227			123,219			(5)	222,446
Other income (expense), net	1,522			(1,522		)	(6)	—
Provision for (recovery of) income taxes	29,850			(3,542		)	(7)	26,308
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	36,324			125,239			(8)	161,563
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	0.13		$	0.47		(8)	$	0.60



(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. See note 18 "Special Charges (Recoveries)" to our Condensed Consolidated Financial Statements for more details.
(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 non-marketable securities 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.
(7)	Adjustment relates to differences between the GAAP-based tax provision rate of approximately 45% and a Non-GAAP-based tax rate of approximately 14%; 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. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. 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. 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. 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.



(8)	Reconciliation of GAAP-based net income to Non-GAAP-based net income:



	Three Months Ended September 30, 2018
				Per share diluted
GAAP-based net income, attributable to OpenText	$	36,324		$	0.13
Add:
Amortization	93,353			0.35
Share-based compensation	6,555			0.02
Special charges (recoveries)	23,311			0.09
Other (income) expense, net	(1,522		)	(0.01		)
GAAP-based provision for (recovery of) income taxes	29,850			0.11
Non-GAAP-based provision for income taxes	(26,308		)	(0.09		)
Non-GAAP-based net income, attributable to OpenText	$	161,563		$	0.60

Reconciliation of Adjusted EBITDA



	Three Months Ended September 30, 2018
GAAP-based net income, attributable to OpenText	$	36,324
Add:
Provision for (recovery of) income taxes	29,850
Interest and other related expense, net	34,531
Amortization of acquired technology-based intangible assets	47,477
Amortization of acquired customer-based intangible assets	45,876
Depreciation	23,854
Share-based compensation	6,555
Special charges (recoveries)	23,311
Other (income) expense, net	(1,522		)
Adjusted EBITDA	$	246,256

LIQUIDITY AND CAPITAL RESOURCES

The following tables set forth changes in cash flows from operating, investing and financing activities for the periods indicated:



(In thousands)	As of September 30, 2019		Change increase (decrease)			As of June 30, 2019
Cash and cash equivalents	$	999,298	$	58,289		$	941,009
Restricted cash included in other assets	2,518		(16		)	2,534
Total cash, cash equivalents and restricted cash	$	1,001,816	$	58,273		$	943,543



	Three Months Ended September 30,
(In thousands)	2019			Change			2018
Cash provided by operating activities	$	137,447		$	(33,954	)	$	171,401
Cash used in investing activities	$	(20,650	)	$	7,128		$	(27,778	)
Cash used in financing activities	$	(50,813	)	$	(13,350	)	$	(37,463	)

Cash and cash equivalents

Cash and cash equivalents primarily consist of balances with banks as well as deposits with original maturities of 90 days or less.

We continue to anticipate that our cash and cash equivalents, as well as available credit facilities, will be sufficient to fund our anticipated cash requirements for working capital, contractual commitments, capital expenditures, dividends and operating needs for the next twelve months. Any further material or acquisition-related activities may require additional sources of financing and would be subject to the financial covenants established under our credit facilities. For more details, see "Long-term Debt and Credit Facilities" below.

As of September 30, 2019, we recognized a provision of $17.6 million (June 30, 2019—$17.4 million) in respect of both additional foreign taxes or deferred income tax liabilities for temporary differences related to the undistributed earnings of certain non-United States subsidiaries, and planned periodic repatriations from certain United States and German subsidiaries, that will be subject to withholding taxes upon distribution.

Cash flows provided by operating activities

Cash flows from operating activities decreased by $34.0 million due to a decrease in changes from working capital of $57.6 million, partially offset by an increase in net income before the impact of non-cash items of $23.6 million. The decrease in operating cash flow from changes in working capital was primarily due to the net impact of the following decreases: (i) $23.0 million relating to a decrease in accounts payable and accrued liabilities, (ii) $15.4 million relating to accounts receivable, (iii) $11.3 million relating to an increase in prepaid expenses and other current assets, (iv) $5.5 million relating to income taxes payable, (v) $3.8 million relating to lower deferred revenues and (vi) $1.9 million relating to higher contract assets. These decreases in operating cash flows were partially offset by an increase of $3.2 million relating to other assets and an increase of $0.1 million relating to net operating lease assets and liabilities.

During the first quarter of Fiscal 2020 our days sales outstanding (DSO) was 54 days, compared to a DSO of 56 days during the first quarter of Fiscal 2019. The per day impact of our DSO in the first quarter of Fiscal 2020 and Fiscal 2019 on our cash flows was $7.6 million and $7.4 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.

Cash flows used in investing activities

Our cash flows used in investing activities is primarily on account of acquisitions and additions of property and equipment.

Cash flows used in investing activities decreased by $7.1 million, primarily due to (i) a decrease of $5.9 million in purchases of property and equipment and (ii) a decrease of $2.3 million in consideration paid for acquisitions. The remainder of the change was due to miscellaneous items.

Cash flows used in financing activities

Our cash flows from financing activities generally consist of long-term debt financing and amounts received from stock options exercised by our employees. 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 the repurchases of our Common Shares.

Cash flows used in financing activities increased by $13.4 million. This was primarily due to (i) $7.0 million relating to less cash collected from the issuance of Common Shares for the exercise of options and the OpenText Employee Share Purchase Plan (ESPP) and (ii) $6.5 million relating to higher dividend payments to our shareholder on account of our dividend rate increasing from $0.1518 per Common Share to $0.1746 per Common Share.

Cash Dividends

During the three months ended September 30, 2019, we declared and paid cash dividends of $0.1746 per Common Share in the aggregated amount of $47.0 million. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of the Board. See Item 5 "Dividend Policy" in our Annual Report on Form 10-K for Fiscal 2019 for more information.

Long-term Debt and Credit Facilities

Senior Unsecured Fixed Rate Notes

Senior Notes 2026

On May 31, 2016 we issued $600 million in aggregate principal amount of 5.875% Senior Notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2026 bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. Senior Notes 2026 will mature on June 1, 2026, unless earlier redeemed, in accordance with their terms, or repurchased.

We may redeem all or a portion of the Senior Notes 2026 at any time prior to June 1, 2021 at a redemption price equal to 100% of the principal amount of Senior Notes 2026 plus an applicable premium, plus accrued and unpaid interest, if any, to the redemption date. We may also, on one or more occasions, redeem Senior Notes 2026, in whole or in part, at any time on and after June 1, 2021 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2026, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2026 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of changes of control triggering events specified in the 2026 Indenture, we will be required to make an offer to repurchase Senior Notes 2026 at a price equal to 101% of the principal amount of Senior Notes 2026, plus accrued and unpaid interest, if any, to the date of purchase.

The 2026 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or the guarantors without such subsidiary becoming a subsidiary guarantor of the notes; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2026 Indenture. The 2026 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding notes to be due and payable immediately.

Senior Notes 2026 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2026 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of the our and our guarantors’ future subordinated debt. Senior Notes 2026 and the guarantees will be effectively subordinated to all of our and our guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2026 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2016.

Senior Notes 2023

On January 15, 2015, we issued $800 million in aggregate principal amount of our 5.625% Senior Notes due 2023 (Senior Notes 2023) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2023 bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. Senior Notes 2023 will mature on January 15, 2023, unless earlier redeemed in accordance with their terms, or repurchased.

We may, on one or more occasion, redeem Senior Notes 2023, in whole or in part, at any time at the applicable redemption prices set forth in the indenture governing the Senior Notes 2023, dated as of January 15, 2015, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon (as successor to Citibank N.A.), as U.S. trustee, and BNY Trust Company of Canada (as successor to Citi Trust Company Canada), as Canadian trustee (the 2023 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of changes of control triggering events specified in the 2023 Indenture, we will be required to make an offer to repurchase Senior Notes 2023 at a price equal to 101% of the principal amount of Senior Notes 2023, plus accrued and unpaid interest, if any, to the date of purchase.

The 2023 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or the subsidiary guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2023; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2023 Indenture. The 2023 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding notes to be due and payable immediately.

Senior Notes 2023 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2023 and the guarantees rank equally in right of payment with all of our and our subsidiary guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of our and our subsidiary guarantors’ future subordinated debt. Senior Notes 2023 and the guarantees will be effectively subordinated to all of ours and our guarantors’ existing and future secured debt, including the obligations under the Revolver and Term Loan B (as defined herein), to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2023 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2015.

Term Loan B

On May 30, 2018, we entered into a credit facility, which provides for a $1 billion term loan facility with certain lenders named therein, Barclays Bank PLC (Barclays), as sole administrative agent and collateral agent, and as lead arranger and joint bookrunner (Term Loan B) and borrowed the full amount on May 30, 2018 to, among other things, repay in full the loans under our prior $800 million term loan credit facility originally entered into on January 16, 2014. Repayments made under Term Loan B are equal to 0.25% of the principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity.

Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with the Revolver. Term Loan B has a seven year term, maturing in May 2025.

Borrowings under Term Loan B bear interest at a rate per annum equal to an applicable margin plus, at the borrower’s option, either (1) the eurodollar rate for the interest period relevant to such borrowing or (2) an ABR rate. The applicable margin for borrowings under Term Loan B is 1.75%, with respect to LIBOR advances and 0.75%, with respect to ABR advances. The interest on the current outstanding balance for Term Loan B is equal to 1.75% plus LIBOR (subject to a 0.00% floor). As of September 30, 2019, the outstanding balance on the Term Loan B bears an interest rate of approximately 3.86%.

Term Loan B has incremental facility capacity of (i) $250 million plus (ii) additional amounts, subject to meeting a “consolidated senior secured net leverage” ratio not exceeding 2.75:1.00, in each case subject to certain conditions. Consolidated senior secured net leverage ratio is defined for this purpose as the proportion of our total debt reduced by

unrestricted cash, including guarantees and letters of credit, that is secured by our or any of our subsidiaries’ assets, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges.

Under Term Loan B, we must maintain a “consolidated net leverage” ratio of no more than 4:1 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of September 30, 2019, our consolidated net leverage ratio was 1.5:1.

Revolver

We currently have a $450 million committed revolving credit facility (the Revolver) which matures on May 5, 2022. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, and on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75%.

As of September 30, 2019, we have no outstanding balance on the Revolver. There was no activity during the three months ended September 30, 2019 and we recorded no interest expense.

As of September 30, 2018, we have no outstanding balance on the Revolver. There was no activity during three months ended September 30, 2018 and we recorded no interest expense.

For further details relating to our debt, please see note 11 "Long-Term Debt" and note 23 "Subsequent Events" to our Condensed Consolidated Financial Statements.

Shelf Registration Statement

On August 30, 2017, we filed a universal shelf registration statement on Form S-3 with the SEC, which became effective automatically (the Shelf Registration Statement). The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts. A base shelf short-form prospectus qualifying the distribution of such securities was concurrently filed with Canadian securities regulators on August 30, 2017. The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.

Pensions

As of September 30, 2019, our total unfunded pension plan obligations were $79.7 million, of which $2.2 million is payable within the next twelve months. We expect to be able to make the long-term and short-term payments related to these obligations in the normal course of operations.

Our anticipated payments under our most significant plans for the fiscal years indicated below are as follows:



	Fiscal years ending September 30,
	CDT		GXS GER		GXS PHP
2020 (nine months ended June 30)	$	493	$	734	$	53
2021	733		978		189
2022	804		1,009		310
2023	902		1,009		257
2024	1,006		1,015		274
2025 to 2028	5,806		5,132		2,666
Total	$	9,744	$	9,877	$	3,749

For a detailed discussion on pensions, see note 12 "Pension Plans and Other Post Retirement Benefits" to our Condensed Consolidated Financial Statements.

Commitments and Contractual Obligations

As of September 30, 2019, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:



	Payments due between
	Total⁽²⁾		October 1, 2019— June 30, 2020		July 1, 2020— June 30, 2022		July 1, 2022— June 30, 2024		July 1, 2024 and beyond
Long-term debt obligations ⁽¹⁾	$	3,354,781	$	108,817	$	285,742	$	1,039,277	$	1,920,945

⁽¹⁾ Includes interest up to maturity and principal payments. Please see note 11 "Long-Term Debt" for more details.

⁽²⁾ For contractual obligations relating to leases and purchase obligations, please see note 6 "Leases".

Guarantees and Indemnifications

Litigation

We are currently involved in various claims and legal proceedings.

Contingencies

IRS Matter

For additional information regarding the history of this IRS matter, please see Note 13 "Guarantees and Contingencies" in our Annual Report on Form 10-K for Fiscal 2018.

CRA Matter

GXS India Matter

Please also see Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for Fiscal 2019.

Off-Balance Sheet Arrangements

We do not enter into off-balance sheet financing as a matter of practice, except for guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are primarily exposed to market risks associated with fluctuations in interest rates on our term loans, revolving loans and foreign currency exchange rates.

Interest rate risk

Our exposure to interest rate fluctuations relate primarily to our Term Loan B and, if drawn, the Revolver.

As of September 30, 2019, we had an outstanding balance of $985.0 million on Term Loan B. Term Loan B bears a floating interest rate of 1.75% plus LIBOR. As of September 30, 2019, an adverse change of one percent on the interest rate would have the effect of increasing our annual interest payment on Term Loan B by approximately $9.9 million, assuming that the loan balance as of September 30, 2019 is outstanding for the entire period (June 30, 2019—$9.9 million).

Foreign currency risk

Foreign currency transaction risk

We transact business in various foreign currencies. Our foreign currency exposures typically arise from intercompany fees, intercompany loans and other intercompany transactions that are expected to be cash settled in the near term. We expect that we will continue to realize gains or losses with respect to our foreign currency exposures. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates. Additionally, we have hedged certain of our Canadian dollar foreign currency exposures relating to our payroll expenses in Canada.

Based on the foreign exchange forward contracts outstanding as of September 30, 2019, a one cent change in the Canadian dollar to U.S. dollar exchange rate would have caused a change of approximately $0.6 million in the mark to market on our existing foreign exchange forward contracts (June 30, 2019—$0.6 million).

Foreign currency translation risk

Our reporting currency is the U.S. dollar. Fluctuations in foreign currencies impact the amount of total assets and liabilities that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. In particular, the amount of cash and cash equivalents that we report in U.S. dollars for a significant portion of the cash held by these subsidiaries is subject to translation variance caused by changes in foreign currency exchange rates as of the end of each respective reporting period (the offset to which is recorded to accumulated other comprehensive income on our Condensed Consolidated Balance Sheets).

The following table shows our cash and cash equivalents denominated in certain major foreign currencies as of September 30, 2019 (equivalent in U.S. dollar):



(In thousands)	U.S. Dollar Equivalent at September 30, 2019		U.S. Dollar Equivalent at June 30, 2019
Euro	$	106,487	$	120,417
British Pound	24,702		33,703
Canadian Dollar	14,388		12,635
Swiss Franc	55,932		56,776
Other foreign currencies	106,838		105,273
Total cash and cash equivalents denominated in foreign currencies	308,347		328,804
U.S. dollar	690,951		612,205
Total cash and cash equivalents	$	999,298	$	941,009

If overall foreign currency exchange rates in comparison to the U.S. dollar uniformly weakened by 10%, the amount of cash and cash equivalents we would report in equivalent U.S. dollars would decrease by approximately $30.8 million (June 30, 2018—$32.9 million), assuming we have not entered into any derivatives discussed above under "Foreign Currency Transaction Risk".

Item 4. Controls and Procedures

(A) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2019, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by us in the reports we file under the Exchange Act (according to Rule 13(a)-15(e)) is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(B) Changes in Internal Control over Financial Reporting (ICFR)

Based on the evaluation completed by our management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1A. Risk Factors

You should carefully consider the risk factors discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019. These are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our operating results, financial condition and liquidity. Our business is also subject to general risks and uncertainties that affect many other companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

PURCHASE OF EQUITY SECURITIES OF THE COMPANY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019



Period		(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
07/01/19 to 07/31/19		—	$	—	—	—
08/01/19 to 08/31/19		—	$	—	—	—
09/01/19 to 09/30/19	⁽¹⁾	300,000	$	41.41	—	—
Total		300,000	$	41.41	—	—

⁽¹⁾ Represents Common Shares repurchased in the open market and held in trust for the purpose of potential reissuance under our LTIP or other plans. For more details, please see "Treasury Stock" under note 13 "Share Capital, Option Plans and Share-based Payments" to our Condensed Consolidated Financial Statements.

Item 6. Exhibits

The following documents are filed as a part of this report:



Exhibit Number		Description of Exhibit
4.1		Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated September 4, 2019 (1)
31.1		Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL taxonomy extension schema.
101.CAL		Inline XBRL taxonomy extension calculation linkbase.
101.DEF		Inline XBRL taxonomy extension definition linkbase.
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101.PRE		Inline XBRL taxonomy extension presentation.

(1) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 4, 2019 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OPEN TEXT CORPORATION

Date: October 31, 2019



By:	/s/ MARK J. BARRENECHEA
	Mark J. Barrenechea Vice Chair, Chief Executive Officer and Chief Technology Officer (Principal Executive Officer)
	/s/ MADHU RANGANATHAN
	Madhu Ranganathan Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ ADITYA MAHESHWARI
	Aditya Maheshwari Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)