Open Text Corporation (NASDAQ:OTEX) Q3 2023 Earnings Call Transcript

Open Text Corporation (NASDAQ:OTEX) Q3 2023 Earnings Call Transcript May 4, 2023

Operator: Thank you for standing by. This is the conference operator. Welcome to the OpenText Corporation Third Quarter Fiscal 2023 Financial Results Conference Call. As a reminder, all participants are in listen-only mode and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. I would now like to turn the call over to Harry Blount, Senior Vice President, Investor Relations. Please, go ahead.

Harry Blount: Good afternoon, everyone, and welcome to OpenText’s third quarter fiscal 2023 earnings call. With me on the call today are OpenText’s Chief Executive Officer and Chief Technology Officer, Mark J. Barrenechea; and our Executive Vice President and Chief Financial Officer, Madhu Ranganathan. Today’s call is being webcast live and recorded with a replay available shortly thereafter on the OpenText Investor Relations website. Earlier today, we posted our press release and investor presentation online. These materials will supplement our prepared remarks and can be accessed on the OpenText Investor Relations website, at investors.opentext.com. I’m pleased to inform you that OpenText management will be participating at the following upcoming conferences: Virtual Investor Meeting hosted by Bank of America on May 10; Needham Technology and Media Conference on May 17, at the New York; Barclays Leveraged Finance Conference on May 23 in Austin; CIBC Technology & Innovation Conference on May 24 in Toronto; BofA’s Global Technology Conference, June 7 in San Fancisco; and Barclays Virtual Bus Tour on June 15.

And now on to our Safe Harbor. Please note that during the course of this conference call, we may make statements relating to the future performance of OpenText that contain forward-looking information. While these forward-looking statements represent our current judgment, actual results could differ materially from a conclusion, forecast or projection in the forward-looking statements made today. Certain material factors and assumptions were applied in drawing any such statement. Additional information about the material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, as well as the risk factors that may project future performance results of OpenText are contained in OpenText’s recent Forms 10-K and 10-Q, as well as in our press release that was distributed earlier this afternoon, which may be found on our website.

We undertake no obligation to update these forward-looking statements unless required to do so by law. In addition, our conference call may include discussions of certain non-GAAP financial measures. Reconciliations of any non-GAAP financial measures to their most current – most directly comparable GAAP measures may be found within our public filings and other materials, which are available on our website. And with that, I’ll hand the call over to Mark.

Mark J. Barrenechea: Thank you, Harry, and let me welcome everyone to today’s call. This is our first quarter results since we acquired Micro Focus and the results and our progress are superb. In constant currency, we delivered 45% total growth, positive organic growth $1 billion plus in ARR, record adjusted EBITDA dollars and 25% free cash flow as a percent of revenue. As I’ve always said, our results will speak for themselves. Use as postanalogy, we are playing to win by fielding both a strong offense and a strong defense. On our offense, we have significantly expanded our mission in TAM for the acquisition of Micro Focus to now include enterprise security, digital operations management, applications automation, the developer and AI.

All in, we are addressing a 200 billion information management market. On our offense Project Titanium is complete and affords new growth opportunities and fast and APIs. We announced Project Titanium X and we are well positioned to help organizations complete their digital transformations and leverage the next generation of value through AI. And our go-to market is focused on marque customer segments that include the global 10,000 key governments in tech savvy SMBs. On our defense, we achieved ARR of 81% in growing organically upper quartile adjusted EBITDA dollars of $365 million in the quarter. Upper quartile free cash flow at 25% of revenue or $306 million in the quarter. A capital strategy via our dividend targeting 20% of trailing 12 months free cash flow as free cash flow growth.

So does our capital allocation and cost efficient operations via automation. The world is multi-cloud. In fact, it is an internet of clouds, and information management is the interconnect for the internet of clouds. OpenText is in a unique position as the leader in information management. Our products go-to-market and employees have a small positioned for continued growth and profitability and we have momentum and I like our on-ramps for additional growth. Continued transition from off cloud to cloud. New public cloud SaaS products, introduction of large language models in AI, which I’ll speak to you in a moment. Climate innovation remains a top priority. Security and trust. Every company is a software company and have their requirements of developer and platform accelerators and of course the need to continue to consolidate around strategic providers and reduce costs.

Our Q3 financial results are a reflection of customer and partner trust, a reflection on how information management is transforming business and a reflection on the dedication and expertise of our 25,000 employees. I am extremely proud of every OpenTexter. I can’t emphasize this enough. We view our business annually, because it allows us to make the right short-term trade-offs and investments to enhance long-term performance. With that said, let me provide a few quarterly highlights. Total revenues of $1.28 billion, up 45% with positive organic growth and costing currency over $1 billion in quarterly ARR and our ninth consecutive quarter of organic growth in constant currency. Cloud revenues were $444 million, up 10% with positive organic growth in constant currency.

Trailing 12-month cloud bookings were up 9% and remain on track for fiscal 2023 cloud bookings growth of 15% plus. So I’ll note that within Q3 our cloud bookings were constant at $108 million. We generate $265 million of adjusted EBITDA dollars or 29.3%, adjusted EBITDA margin. Free cash flow was $306 million or 25% of revenue. Adjusted EPS of $0.73 and Micro Focus contributed strong revenues of $374 million since closing, reflecting customer excitement and confidence about being part of OpenText, the show of support for our accelerated cloud roadmap. In summary we delivered record Q3 revenue record ARR, record cloud revenue and record adjusted EBITDA dollars. We had a fantastic – we have fantastic customer wins at Carrefour, California EDD, Australia Post, PacLife, the MAN Energy Group, Air Liquide and Hydro One, ranging from our content cloud to our security cloud, transformation themes include the need to innovate faster, secure the infrastructure, improve service experience, and software resource constraints.

We had notable Micro Focus wins in enterprise security, mainframe migrations and IT operations management. Government transportation and high-tech firms were top of the demand curve. Trust is earned not given, and I’d like to thank our customers for their continued support. Today, we have revised upwards our F2023 revenue and cash flow targets. In constant currency we expect to complete fiscal 2023 in the following ranges. Total revenue of $4.54 billion to $4.61 billion, or 30% to 32% total growth with 1% to 2% total company organic growth. Cloud bookings growth of 15% plus. Adjusted EBITDA margin of 32.5% to 33.5%, and free cash flow of $580 million to $620 million. Our views on fiscal 2024 and fiscal 2026 remain strong, and unchanged and you can expect updates on our Q4 call when we kick off fiscal 2024.

Let me speak about our markets and products. Project Titanium is our second generation private cloud and second generation API cloud. We announced at OpenText World EMEA, we have successfully delivered Titanium for Cloud Editions 23.2 and we are already seeing strong customer adoption from companies such as ANXe , Close Brothers, Stericycle and solarisBank. Delivering on Titanium is a major milestone for us. It now includes full public cloud SaaS for enterprise content management, including SaaS content workflow collaboration, e-signature, case management, capture archive and records management. We have further expanded our public cloud SaaS capability that now includes not just the ECM core I just talked about, but ValueEdge, SMAX, Fortify and Debricked, were Titanium delivered, we have fortified our support for customer choice off-cloud, private cloud, public cloud and API cloud.

This is another strong step to continue our annual aspirations of 15% plus cloud bookings growth. Further, we announced Titanium X for Cloud Editions 25. Over the next two years, we will strategically invest approximately USD2.5 billion to deliver Titanium X. We are a growth company and it is the right time to invest and gain share. Here are the top five aspects of Titanium X. We intend to be the most trusted and secure information management cloud with net IQ and voltage integrated and built in. It’s a full cloudification of Micro Focus. There’ll be tens of thousands of new features and facets delivered every 90 days. We’ll introduce new clouds that include XDR-as-a-Service, IoT as-a-service, and a massively expanded developer cloud and AI, which means integrating idle across all of our major clouds, an adoption of private large language models or LLMs. So I’m going to use the acronym LLMs instead of always saying large language models.

Last week at OpenText World EMEA, we preview Titanium X integration into two LLMs, T5 and ChatGPT. At the heart of LLM has to be trusted information management. LLM help enterprises upskill and reduce cost through text generation, information classification, knowledge answering and dialogue generation. LLMs also help companies find new paths for growth. AI is an additional path of value for OpenText, including the other things we’ve talked about cloud, climate trust and security. We are committed to delivering large language models to OpenText customers in the OpenText cloud, trusted, secured based on their reliable information. OpenText is a unique position to help customers unlock the value of their information via LLMs and gain the information advantage.

We are already working with strategic customers on specific LLM deployments. We’re working with a large legal organization to reduce contract risk. We’re working with a financial services firm to assess audit risk and auto company to assess meantime to failure and service strategies and a biotech company accessing the acceleration of their clinical trial processes, quality and regulatory submissions. ULC deliver dozens of LLM use cases in our private cloud over the coming quarters as a standard product offering. There’s operational data, there’s experience data, and I believe there will be learning data. LLMs will be the third pillar of enterprise information management. Information is not the new oil. This is absolutely the wrong analogy.

Information is the new water and our information management platform is the reservoir. Feeding operational data, experience data and learning data. We are making this a strategic priority and we will help our customers build their third pillar and their applications on top of it. We’ll keep you updated along the way. Let me provide an update on the integration of Micro Focus. We promise to wrap it and results oriented approach. The integration is ahead of schedule. Let me provide a few key highlights. First on the timeline, let me walk you through our major milestones and achievements. On people and organization, we are done. On a public product roadmap, we are done. On an F2024 integrated company plan go-to-market and customer engage major approach, we’re done, and ready to go.

We will complete our systems integrations over the next four quarters to six quarters and it’s just fantastic to transition our time and energy to growing the business. So on growth, we’re committed to returning Micro Focus to growth in 93 days into owning and operating the business and based on Q3 results, we remain confident with onboarding the business this fiscal year, $2.3 billion in revenues in fiscal 2024 and returning to organic growth and fiscal 2025. On people, our people are the greatest resource of the company. We’re organized for growth, innovation, customer impact, and speed, with empathy and great care; we have completed the vast majority of our 8% workforce reduction. And now it’s our responsibility and privilege to carry the company forward on a new path to growth.

On innovation at OpenText World EMEA two weeks ago we announced the accelerated roadmap of Micro Focus products including a full cloud roadmap. For DevOps, public and private cloud options available today for cybersecurity Fortify and Debricked available today. Full security cloud available by 24.2. Just a few more I wanted to call off ITOM public cloud SMAX FinOps and UCMDB available today. All the other private cloud options available between 23.3, 23.4, and 24.2. AMC private cloud available today and for AI and advanced technology, the vertical of private cloud will be available by 24.1. So, we’ve announced our full product roadmap for Micro Focus products. On L.O.V.E. recall when we close the acquisition, we created a new customer success organization led by Paul Duggan, who were brought together into one organization support professional services, renewals and cloud onboarding.

We provided the organization in an enhanced mission that we call OpenText L.O.V.E, land, operate, value, expand. In Q3, the OpenText enterprise delivered 95% renewal rates for both on and off cloud. Our expertise and know-how will uplift Micro Focus customers and renewable rates into the 90s and the first 93 days the dialog with customers has radically changed innovation, cloud and value, and we expect end fiscal 2024 having uplifted Micro Focus renewal rates from the low 80s to the mid 90s in making continuous improvement to into the 90s in the coming quarters. Madhu will provide more detail, but let me add, we’re on track to our $400 million cost reductions and our capital structure plan of allocating 20% of trailing 12 months free cash flows via dividend and returning to a net leverage ratio under 3x.

We promised a wrap it and results oriented approach. Let me provide my final comments. There’s a lot of news this earning season on the demand environment. I’ve reviewed our key internal metrics from pipeline growth, closing cancel rates and deal sizes. Our Q4 dashboard reads just as strong as our Q3 dashboard, so we are steady as it goes. Q3 highlights are potential and we raise for annual F2023 targets and revenue and free cash flow. We are ahead of schedule on the integration and we’re moving with speed and purpose. F2024 is extremely promising as a unified company pursuing a $200 billion TAM with a cloud first approach with our preliminary target, near $6 billion in revenues, 36% to 38% adjusted EBITDA, free cash flows up to $900 million while returning Micro Focus to constant at $2.3 billion in revenues.

We’re in a unique position. The world is multi-cloud. In fact, it is an internet of clouds and information management is the interconnect for the Internet of clouds. Our products and go-to-market approach have us well positioned for continued growth and profitability, and we now have an additional growth driver with AI, idle and large language models. My deepest gratitude to our 25,000 OpenText colleagues who did an outstanding job in Q3 delivering amazing results while managing many strategic priorities and who remained focused on creating the next-generation of value for all our stakeholders. May the one that brings peace, bring peace for all. And let me turn the call over to Madhu Ranganathan, OpenText, CFO. Over to Madhu.

Madhu Ranganathan: Thank you, Mark. And thank you all for joining us today. As Mark highlighted, we delivered outstanding Q3 results above expectations across the board. This was driven by disciplined execution at OpenText, agile integration and earlier than expected contributions from Micro Focus. In fact, we are just 93 days from a January 31 closing of Micro Focus. We are well advanced and ahead of schedule on our planned operational integration. We are expecting a strong Q4 finish to the fiscal year and today we are reaffirming our long-term targets and aspirations. I would like to remind all of you that we continue to view our business on an annual basis. This is reflected in the strength and growth of our annual recurring revenues and cloud bookings, which are generally longer tenured than one year.

As our customers make long-term decisions with OpenText. We will continue to drive strong quarterly performance each quarter on all fronts, and yet they all weave into the annual nature of our business in our long-term aspirations. Speaking to Q3 results, please refer to Page 12 of the investor presentation. All references I’m making here are in millions of USD and compared to the same period in the prior fiscal year and are on a reported basis on the slide state otherwise. On a year-over-year basis, total revenue was $1.24 billion, up 41% and 45% in constant currency, with Micro Focus contributing $374 million in the quarter. ARR revenue of $1.01 billion, up 38% and 41% in constant currency, 81% of total revenue. Cloud revenue of $435 million, up 8% and 10% in constant currency.

Strong renewals, 95% enterprise cloud and off cloud also 95%. Enterprise cloud bookings, so $108 million constant year-over-year. Foreign exchange in Q3 was a revenue headwind of $34 million. Approximately half of this impacted customer support and the remainder having a significant impact on cloud revenue. This was our ninth consecutive quarter of organic growth and constant currency for both cloud and ARR. And moving to other financial metrics. GAAP net income was $58 million down from $75 million primarily due to higher operating and interest expenses related to the acquisition of Micro Focus offset by tax benefits. GAAP gross margin of 70% versus 69% was led by license and an improved mix of revenue. Adjusted EBITDA of $365 million or 29.3% of revenue versus $284 million of 32.2%, up 28.3% and up 29.1% in constant currency.

And breaking this down further, OpenText adjusted EBITDA margin was 32% with Micro Focus, which had an adjusted EBITDA margin of 23.1%. Our cost of sales and operating expenses were up $430 million on a GAAP basis, related to higher revenue and expense from the acquisition of Micro Focus and growth related investments in R&D sales and marketing. We generated $337 million in operating cash flows in the quarter. Free cash flows in the quarter of $306 million, constant year-over-year and 25% of revenue, working capital performance remains strong. Year-over-year, our cash position was impacted by $5.7 billion purchase of Micro Focus net of cash, $3.9 billion proceeds from debt and revolver. Our DSOs were 45-days compared to 44-days in the prior year.

Our Q3 DSO reflects the continued excellent execution of OpenText paired with an agile integration of Micro Focus. We expected to make progress in Micro Focus working capital performance and in fact made significant strides two months from close as reflected in our FCF performance. And needless to say, Micro Focus contributed well. Turning to enterprise cloud bookings, our in-quarter cloud bookings were $108 million constant year-over-year, and our trailing 12-month cloud bookings were $511 million up 9% year-over-year. We remain on plan to deliver 15% plus enterprise cloud bookings for fiscal 2023. Turning to the balance sheet, please see Page 14 of the investor presentation. We finished March quarter with approximately $1.4 billion in cash and $9.3 billion in debt.

The increase in debt was related to the closing of the Micro Focus acquisition. Our net leverage ratio was 3.3 times for Q3 and reflect higher EBITDA, stronger cash flows, and lower net debt driven by higher cash balances. As for our debt and de-lever plan, after we closed the quarter in March, during April, we further reduce the debt by $175 million as part of our minimum debt repayment commitment. And looking ahead, you may see net leverage ratio is slightly fluctuate quarter-to-quarter based on our investments and the impact of special charges on cash flows. We expect to exit fiscal 2024 at 3.3 times or lower and are on track to be less than three times net leverage within eight full quarters. With respect to the banking situation today, I would like to share the following.

At OpenText, we were unaffected by Credit Suisse, First Republic, Signature or Silicon Valley Bank. Our banking footprint is centered on the GSIB. It’s a globally systemically important banks with strong capital ratios and solid balance sheets. Our investments are in money market funds that hold short-term government debt and AAA rated, we have minimal exposure to U.S. regional banks. So now let me speak about the continuance of our dividend program. We intend to grow our dividend as our FCF growth. The OpenText Board approved a cash dividend of $24.299 per share with a record date of June 2 and a payment date of June 23. Turning to outlook, targets and aspirations, we plan our business in constant currency and present our business in constant currency for our quarterly factors.

Total growth strategy and medium term aspirations. Starting with Q4, fiscal 2023 quarterly factors in constant currency on Page 17 of our investor presentation. We expect revenue of $1.46 billion to $1.51 billion with OpenText being constant or better. ARR of $1.12 billion to $1.16 billion with OpenText constant . At exchange rate being forecasted currently foreign exchange will be a headwind of $10 million to $20 million. Adjusted EBITDA on a year-over-year basis, the margin percentage down 350 basis points to 450 basis points. Again, continuing to reflect the Micro Focus integration costs and we expect FX to be an adjusted EBITDA headwind of less than $10 million. As mentioned earlier, we view our business on an annual basis, a solid Q3 and year-to-date performance along with our visibility and confidence in the Q4, we are looking for a strong finish to the fiscal year, setting an excellent platform for fiscal 2024 and our long-term aspirations.

Our fiscal 2023 total growth strategy and constant currency is provided on Page 18 of the investor presentation. You will see we’re increasing all revenue targets and price cloud bookings target unchanged at 15% plus. Total revenue growth up 30% to 32%. ARR up 27% to 29%. Cloud revenues up 12% to 14%. Customer support revenue up 46% to 48% at current exchange rates FX would be a headwind of approximately $130 million to $140 million for the full year. Our fiscal 2023 target model, as noted on Page 19 of the investor presentation, it remains largely unchanged except for a $20 million decrease in interest expense to arrange a $330 million to $350 million. Our preliminary F2024 financial targets and F2026 medium term aspirations also remain unchanged.

These are included in our investor materials, notably on pages 4, 16, 20 and 21. And today we’re providing additional details on our financial integration framework. I would point you to a new slide on Page 21 of our investor presentation. This slide illustrates the timing and financial impact of cost savings, special charges and integration expense or adjusted EBITDA and free cash flow targets. So let me update you on $400 million in annual cost savings. Approximately $240 million of the savings comes from a workforce reduction that Mark previously commented on. The savings should begin to be realized in fiscal 2024. $140 million in annualized savings from vendor consolidations and strategic improvements will span across fiscal 2024 and into 2025.

The balance of the savings will come from elimination of redundant facilities, which will be substantially complete by the middle of fiscal 2024. We have previously highlighted $80 million of anticipated integration span to support systems alignment as well as other integration expenses. We expect integration expenses to span into the early portion of fiscal 2025. We have highlighted $380 million to $420 million in special charges that will continue to impact our near-term FCF, of this amount approximately $200 million will be related to severance to restructuring, advisory and other charges spanning through the end of fiscal 2024. And approximately $200 million will be for global entity simplification, tax structure initiatives and technology footprint optimization, primarily spanning most of fiscal 2024 and 2025.

All of these charges, investments, expenses and savings estimates are fully reflected in our targets and aspirations. Turning to fiscal 2023 free cash flow, we are raising our fiscal 2023 FCF range to $580 million to $620 million from our prior range of $500 million to $600 million. This upward revision reflects continued strong performance and agile integration of Micro Focus. In summary, we are very pleased with an outstanding Q3 performance. Having completed our initial integration of Micro Focus operations ahead of schedule, we remain on track to meeting our near-term and long-term operating goals. We fully expect the momentum of OpenText to continue into Q4 for a strong finished fiscal year. On behalf of OpenText, I would like to thank our shareholders, loyal customers, partners, and team members as we embark on the exciting journey ahead.

I will now request the operator to open the call for your questions. Operator?

Q&A Session

Operator: Thank you. We will now begin the question-and-answer session. Our first question comes from Raimo Lenschow of Barclays. Please go ahead.

Raimo Lenschow: Thank you and congrats for first kind of quarter of the combined entity. It seems like you delivered really well here and that was also my first question Mark like, so obviously Micro Focus had a long journey of restructuring, integrating businesses, et cetera. Like how has been the, what has been the experience so far in terms of what you’re seeing there in terms of, what your due diligence showed you and what you’re seeing in real life now that you’ve kind of own the asset and are working with the asset. Any first comments – any comments here? And then I had one follow up.

Mark J. Barrenechea: Sure. Thank you. Raimo, thanks for the question and thanks for joining us today. As I noted previously, we’ve always been very impressed with the products, the people and the customers. And you can do all the research and due diligence and observations you want. But then once you own and operate, you then get the next level of insights. And it’s just as we had planned into diligence, we are extremely impressed with the people, the products, and the customers. And we’re leading with innovation across the board. So enterprise security, never more relevant. Idle, just a fantastic product highly relevant today with AI, especially combined with large language models. The movement of digital IT, ITOM into digital IT into the cloud.

So Raimo, I would just start with, it’s as we had theorized and great to see in practice just the strength of the people, the products and the customers and how receptive they are to a broader platform of innovation and speed of innovation.

Raimo Lenschow: And then the follow up, is it actually, and you started mentioning it already with Idle and large language models. If you think about now that you’re on Idle and fear, you have the perfect combination because you have the content management side, and then you have the search side with Idle. Can you speak a little bit towards the cross-sell opportunity back into the OpenText space, and then like, also as part of that, like a little bit like, how does that kind of change with the large language models coming in? It looks like it’s broadening it even further. Thank you.

Mark J. Barrenechea: Yes, absolutely. And you hit on a lot of very important topics there. We were the market leader in content management, and we’ve helped 10,000 organizations over a decade, two decades to be able to organize our enterprise information management. And we’ve kept that, we’ve added lots of capabilities through time. We’ve helped customers take that information, expose it on the web. We’ve helped customers add search, we’ve helped customers do archive and records management. We’ve helped customers do legal tech on top of that. Now we’re going to help them go from not just their operational data and their experience data, but a third pillar which is learning data. We are in such a great position to help customers with large language models.

And I know ChatGPT has a lot of attention, right? And GPT sitting for generative pre-trained transformers. But there are many other LLMs out there like T5. So our strategy is going to be to set up next door transactional operational platform an LLM platform for each of our private cloud customers, and then have a connector between the two. And what Idle does is help take, some data and just and turn, video, voice, imaging and turn it into metadata. So it’s another way to get data to be useful. And then the, the private cloud LLM will sit next to every single private cloud customer. And as I noted, we’re already working deeply with a handful of customers. One in legal tech who has millions of contracts looking for risk financial services firm is going to augment their internal audit plans.

An auto company looking to create the next generation of service agreements and a very interesting one, a biotech company who actually thinks they’re going to transform their clinical trials through a large language model. So this is a, this is an additive. It could be top of stack growth driver for us, not just off cloud to cloud, not just moving to SaaS or climate or trust. I’m spending a lot of time on it and because it could be our top growth driver in the coming quarters.

Raimo Lenschow: Yes, sounds pretty exciting. Thank you.

Madhu Ranganathan: Thank you, Raimo.

Operator: Our next question comes from Daniel Chan of TD Cowen. Please go ahead.

Daniel Chan: Thanks. Congrats on the first quarter, Mark. Just noticing that there’s a big uptick in your customer support and license revenue growth expectations. Just wondering if you could shed some color on that, whether it’s from some of the early changes you’ve made to Micro Focus as renewals business.

Mark J. Barrenechea: Yes. Madhu, do you want to take the question?

Madhu Ranganathan: Yes, sure. I can take it and pass it on to you, Mark. Dan, yes, it certainly reflects the growth coming from Micro Focus. And when you say some of the measures we’ve taken, yes, two months into it. As Mark mentioned, Paul Duggan’s organization has been, has done an amazing job bringing their customer support, as we talked about in the last few months, and certainly continued measures from OpenText side on the customer support, whether it’s APA annual price adjustment, and you saw a renewal rate as 95% on both sides, enterprise cloud and off cloud. So yes, you’re definitely seeing all those measures, come into play.

Mark J. Barrenechea: Yes. Thank you, Madhu. So it’s partly given the integration with Micro Focus, OpenText, core OpenText performing extremely well off and on cloud at 95% renewal rate. And Dan, we’re going to make steady progress right on Microsoft – Micro Focus renewals from, we started in the low 80s, we’ll finish this fiscal year or this quarter, mid 80s, and we’ll just look to make continuous improvement until we get into the low 90s, we can already see the confidence building with a stronger roadmap, new innovation, private cloud options, the confidence is raising. We had a fantastic week in Europe and just very deep engagement and the stories over and over again in-person meetings with customers saying you’ve earned the right for us to stay with you and give you a really strong chance. So that’s what you’re seeing.

Daniel Chan: You also talked earlier about you getting some Micro Focus wins in the quarter, just wondering whether these deals were in the pipeline when you acquired Micro Focus. So whether these are new deals that entered the pipeline over the last 90 days, and any update on the cross-out pipeline would be great as well. Thank you.

Mark J. Barrenechea: Yes, so the deals we close are more primarily in the pipeline. Of course, we’ve only owned the company for roughly 60 days. But the combined entity gave them a lot of confidence. As you can see in the results we’ve built new pipeline for sure. And the places that added strength inside of Q3, certainly our content services business, our business network volumes were up. But the enterprise security business is going to be a rising star for us and also moving workloads off the mainframe to our cloud services. We’re in a better position to do that than Micro Focus on their own and the growing needs for developers and the continued transition to multi-cloud. So we’ll spend more time on this in the coming quarters. But those are the areas, we’re certainly expecting to see very strong demand and drive the business back to constant. And then to growth.

Operator: Our next question comes from Steve Enders of Citi. Please go ahead.

Unidentified Analyst: Hi, this is George on for Steve. Just going to echo my congratulations on a really strong start to this new journey. First question on Titanium X, I think you threw out a $2.5 billion investment number. Obviously a big number, but a big opportunity as well. Just could you help us understand how much, if any of that is kind of incremental spend? Is there any kind of repurposing of existing resources towards this and just how we should think about that?

Mark J. Barrenechea: Yes, for sure. So if we look at fiscal 2024 and 2025 we’re looking at approximately $2.5 billion across engineering and cloud operations, right? We own and operate our own private cloud, our own business network. So those, that’s an all investment. And looking at the combined company, as I said earlier it wasn’t so much a spend issue, but a prioritization. So we have significantly reprioritized what we’re doing in our first 93 days, as you can see from enterprise world and our the roadmaps that we’ve published. So it’s mainly a reprioritization but it’s also an increase in people. So as part of our workforce restructuring, we’re also increasing our people, our headcount in Canada, India, Philippines. So the combined spend, we’re keeping high. We’ve reprioritized we’re also adding more people. Because we were being more, more leveraged in how we spend those dollars.

Unidentified Analyst: Got it. Really helpful color. And then just one follow up, most metrics came in I think, well ahead of, where we were at, but just wanted to dig in on was the cloud bookings in the quarter. Obviously a metric that going to have quite a bit of fluctuation from quarter-to-quarter, but just if you could help us understand what you’re seeing there and how we should think about that going forward.

Mark J. Barrenechea: Absolutely. So again, as noted we’re up 9% on a trailing 12-month basis. And we’re holding to our forecast of 15% plus growth for the year. But we’re a constant in Q3. And that’s why, Madhu and I emphasize we’re an annual business. And look, I can’t say it any clearer than the following. We’re going to make the best long-term decisions for the business, and it’s better for OpenText, not to work under the pressure of a last week or two of a quarter. So it’s part of the, it’s part of the reasons why we view our business annually. So we’re going to get the best terms, work with the customers the way they need to and use an annual boundary, not a quarterly boundary. So we’re on target for our 15% plus cloud bookings growth, even though we are constant within the quarter. And we got great confidence in Q4 to deliver to that 15% plus.

Unidentified Analyst: Great. Thanks again and congratulations.

Mark J. Barrenechea: Yep. Thank you, George.

Operator: Our next question comes from Thanos Moschopoulos of BMO Capital Markets. Please go ahead.

Thanos Moschopoulos: Hi, good afternoon. Mark, Micro Focus obviously performed share bit better than you had got for last quarter. Just to clarify was that primarily conservatism under your part with prior guidance, or is there anything more specific that you would point to?

Mark J. Barrenechea: I’d point to a handful of things Thanos. One is confidence. As I said in my notes, it’s a new day. Customers renew and make purchasing decisions, not just for the features you have today, but where you are bringing them in the coming years. And it’s one, it’s why we accelerated. We did all our pre-planning and accelerated getting our roadmaps and intentionally designed to get onto the road in Europe and elsewhere to present in person that roadmap. So I’d say number one confidence and excitement from our 25,000 employees. Look, we’re also modeling, right? It’s only, it’s just two months, right? And we move them from two, six months cycles to our 490-day cycles. So it is not conservatism. I would start with confidence and we’re also, getting aligned to our 90-day periods, which we’ve now done.

Thanos Moschopoulos: Great. And then…

Mark J. Barrenechea: And I guess Thanos, I’d add maybe one a third, which is executed really well. Yes. I’m sorry. Go ahead, Thanos.

Thanos Moschopoulos: Great. Yes. And then on Titanium now that you’ve launched it and you have public cloud for broader suite, can you talk about how public cloud adoption is trending as you look at the, the pipeline? And remind us; is there any cannibalization dynamic where if a customer’s going for public instead of private, do you get less revenue because you’re losing the infrastructure hosting piece? Or should we think of it more being added revenue that you may not captured otherwise given that you’re not supporting public cloud?

Mark J. Barrenechea: Yes, for sure. So the Titanium delivered or cloud edition is 23.2 is a really important milestone for the company. ECM now has a full public SaaS option. So we can deliver content management off cloud, public SaaS cloud, private cloud, API cloud, and it’s very clear that our features will outpace in public SaaS that anywhere else. But we also have now a very strong portfolio of public SaaS. I mean, SMB completely public cloud, business network completely public cloud, ECM now completely public cloud. Well, we did a big update to service management in the public cloud called SMAX from Micro Focus. We did a big update at the end of April for value edge or for a developer technologies in April, Fortify on demand available as a public SaaS option and a small company, but I think a larger contributor over time called Debricked that’s part of the portfolio.

So public stack is going to become more and more part of our narrative. It is a growth driver for sure. It’s going to contribute to our 15% plus cloud bookings growth. I do not see a cannibalizing revenue. I see us going after new workloads. I see customers when transitioning to that new workloads paying the same and/or expanding capacity and increasing their consumption with us. We’ve never been interested in revenue substitution, right? We’ve always been interested in adding revenues, whether it be API or private. And I think the same dynamic is going to hold for public SaaS as well.

Thanos Moschopoulos: Thanks, Mark. Congrats and I’ll pass the line.

Mark J. Barrenechea: Thank you, Thanos.

Operator: Our next question comes from Paul Treiber of RBC Capital Markets. Please go ahead.

Paul Treiber: All right, thanks very much and good afternoon. Just a follow up question on the strength that you saw in Micro Focus. There’s a five-month period between the announcement of the acquisition and the close was there to a degree, a catch up of deals that license deals that may have been sitting in the pipeline after the acquisition was announced. And were any just waiting to close, and they needed that confidence of the acquisition closed to complete those deals. And if, so, do you see that that catch up continuing into future quarters or is it more just a one quarter phenomenon?

Mark J. Barrenechea: Yes, Paul, thanks for the question. I wouldn’t use the terminology catch up. There’s no doubt. It was confidence, it was execution. It’s a little bit of modeling. We only had the business for 60 days, and we’re align to our quarters. They – April used to be a boundary for Micro Focus no longer is, it was end of March, July used to be a boundary. Now it’s end of June. And even those memories those boundaries are becoming distant memories for the combined workforce. So I’m sure there was a little, a little bit of hesitation in there, but nothing significant that, that I would, I would call out. Confidence if execution stronger roadmap and a very energized workforce.

Paul Treiber: That’s helpful in – from a forward-looking point of view in terms of your pipeline and what you’re seeing upstream, how would you say, you mentioned your dashboard for Q4 is very strongly, overall, when you look maybe more broadly in terms of your pipeline, how do you see it building here, particularly in light of the macro environment, the uncertainty in macro, is that having an impact, if so, how is it impacting that?

Mark J. Barrenechea: Yes, I mean, we’re every company is, my phraseology here is observing the macro. Every company is doing that. When we look at our dashboard and we run well operationally we have a single global instance of Salesforce that we use. So and lots of history which by the way, we now pump into Vertica and other tools that we have for correlation analysis. But when we look at our dashboard of new pipe, we generate kind of our deal metrics and customer dynamics. It reads the same here in early Q4 as it did in early Q3. So it’s steady as it goes now. One of the dynamics for us is going to be adding more SaaS. Our SaaS portfolio just stood up significantly, with Cloud Editions 23.2 and some acceleration within ITOM acceleration within application automation and developer automation.

So, I think a dynamic for us is becoming experts at building a SaaS pipeline. And that’s a nice new motion for us and our customers. And large language models are real. If I can maybe get that in here and talk a little more about it, this is a very real thing. Generative pre-trained transformer engines have been out there for a while, and T5 is a great open source version. There’s a few other versions, of course, ChatGPT has captured everybody’s imagination. I truly feel that this – is the that a very large item that we’re going to lean all in and stand up a private platform next to every private cloud customer or even if you’re using our public SaaS, we’ll set up a private instance for you for large language models. And this too will be a driver for growth for us, and I think that’ll be a dynamic for us as well in our pipeline.

Paul Treiber: Okay, great to hear. I’ll pass the line.

Mark J. Barrenechea: Thank you, Paul.

Operator: Our next question comes from Stephanie Price of CIBC. Please go ahead.

Stephanie Price: Hi, good evening. Congrats on the quarter. I just wanted to zoom in on the fiscal 2024 target model here. It’s unchanged despite the strong Q3. Just curious you could talk a little bit about where you might have baked some conservatism in fiscal 2024 and what kind of puts and takes are as you look at the fiscal 2024 target?

Madhu Ranganathan: Yes, Stephanie, it’s Madhu here. I’ll take it on and hand it over to Mark. Thanks for the questions. And look, we are leaving it unchanged for all the factors and even the prior questions that were asked, and our focus remains very strong on Q4 and we’ve – Mark and I have shared with you the sentiment relating to Q4, and we’ll be observing the macro. We look forward to delivering a strong Q4. And so, certainly if things merit at that point of time we’ll make ads to fiscal 2024 and 2026, et cetera. But good news is we are keeping the fiscal 2024 and 2026, where it is today. And that would be my response.

Mark J. Barrenechea: Yes, I mean, the only thing I’d add, thank you, Madhu is, we have our usual cadence that when we complete the year and announce Q4 and kick off the next two year we’ll give an update on fiscal 2024. So we’re, as Madhu noted, we’re holding to and reconfirming our preliminary targets of near $6 billion in revenues, 36% to 38% adjusted EBITDA and free cash flows up to $900 million. And Steph, we’ll give a –– we’ll give an update on next quarter’s call.

Madhu Ranganathan: Yes, and just a couple things to add and thank you, Mark is to just say to the earlier questions as well. Look, our premise was to apply the strong OpenText operational methodology to Micro Focus, but the returns on that premise have certainly been strong as you can see. And that gives us a step up confidence in how we approach main approach Micro Focus. But a big portion of that is sort of one and done with this quarters’ performance and you’re only going to see continued momentum, and we are sharing from a free cash flow perspective, I will say we have upped the targets for fiscal 2023, and at this point we’re sharing more color on the Slide 21 I mentioned as to how the components of free cash will place. And as we close the year, we’ll simply come out with updates as needed.

Stephanie Price: Great. Thank you very much.

Operator: Once again, if you have a question, please press star then one, our next question comes from Adhir Kadve of Eight Capital. Please go ahead.

Adhir Kadve: Hi guys, let me, let me add my congratulations to the strong quarter here. Mark, last quarter, you mentioned the six markets that you’re going to go after trying to get the full stack in each of those markets., I know it’s only 60 days kind of into the core – into the Micro Focus acquisition here, but where are you really seeing most of the most promising go-to-market motions out of those? I know you kind of talked about some of them, but just maybe digging deeper into where you’re seeing and what’s really exciting you after that?

Mark J. Barrenechea: Yes, it’s like having six beautiful children and loving every single one of them, Adhir. So let me highlight a few, no doubt that content services is cool again. And it’s all about we can now offer it any way a customer wants, including public SaaS and the value proposition of investing in this platform. Now, there are seminal moments along the way and, the large language models is a seminal moment as to why you want to consolidate? Why you want to standardize on a modern cloud content platform. So content service is absolutely top of the stack for us. Next to it continues to be enterprise, excuse me, cybersecurity, and for all the obvious reasons and all, we, I talk a lot about in tech, sort of our tech forms about vectors of attack whether it be the network email endpoints, applications, identity, and we just have a lot of optionality on cyber security given we cover each of those vectors of attack and have just lots of optionality in the business.

Developer, every company is a software company, and the application automation platform is very robust and it’s really going to thrive inside of our 9,000 developers in a developer mindset in bringing that to market. So, I’ll just highlight those three. Of course, with supply chain changes in our business network, moving workloads off the mainframe, which is just a one of the worst climate platforms you could be on, we’re going to benefit from moving those workloads as well. But I’ll put content cybersecurity and the developer AK application automation top of the stack for us right now.

Adhir Kadve: Excellent. Just one more and then I’ll pass the line. Just maybe, you’ve talked a lot about the large language models. Can you just give us a sense of what sort of investments it’ll take for OpenText to really kind of get there and allow you to stand up this private platform for all your customers?

Mark J. Barrenechea: We’ve already stood it up. And the fact that we have I’m going to – may be off by a 100 people or so, 800, 900 people in our private cloud operation, our cloud operations has allowed us to take T5 open-source T5, and stand it up. And our – through our professional services organization, our cloud operations we are open for business today to stand up that T5 – any open-source LLM for customers and connect it to their to private cloud. And this is the benefit of scale. It’s why the private cloud was so strategic for us. You see, yet another reason why we own our own professional services organization in 2,000 people inside that organization. And so, within our R&D budget, we will build our connectors and our feeders, et cetera, but we already have our first platforms up and operational Adhir.

Adhir Kadve: Excellent, guys, congratulations again. I’ll pass the line.

Madhu Ranganathan: Thank you.

Operator: Our next question comes from Richard Tse of National Bank Financial. Please go ahead.

Richard Tse: Hey thank you. I just have one question. Mark, you talked a lot on this call about confidence here, and I’m just trying to understand, maybe get more specific, like where is that confidence that sort of like confidence in your balance sheet and the tech and the support, like what were Micro Focus’ as customers not confidant on before?

Mark J. Barrenechea: Well, they weren’t sure if where the company was going to go, and to hands of private equity and reduced 20% expense where division’s going to be sold off or so customers make decades, a decade long decision in the enterprise. And if it’s uncertain where that platform’s going to be just in 90 days or even a year, people hesitate. So, we purchased the entire company. We’re operating the entire company. We published a roadmap for each of the groups and we have a fantastic reputation as being a steady innovator for our customers, and we share a lot of customers. So that’s where the look, we, we still have a lot to do. We got where we got to trust every day. But that gives us Richard the confidence, giving customers the confidence,

Richard Tse: Right. And I know why that was the last question, but I guess related to it, so, the fact that you’re kind of just, let’s call it not even a quarter in, and it’d be reasonable to think that that sort of confidence would actually scale. Is it kind of reasonable to think that, the numbers that you’re putting out there, even though you’re taking the numbers up, conservative still?

Mark J. Barrenechea: Madhu has taught me never to use the word conservative, so I won’t. No. Look, we call it like, we see it as we always have, and our Q4 dashboard is just as strong as our inconsistent with our Q3 dashboard. So we’re calling it like, we see it right now, and thus where, we’ve raised as for F2023 numbers as you’ve seen. And it’s not the right time to talk about F2024 or three year aspirations we’ll do that when we get into our Q4 call. So, I’m delighted with bringing our revenue guidance targets up to $4.54 billion to $4.61 billion. Total growth up to 32%, well, 1% to 2% organic growth, cloud bookings growth of 15% plus, just dividend margins up to 33.5%, and free cash flow up to $620 million. And we’ll let those results speak for themselves when we deliver them.

Madhu Ranganathan: Yes. And Richard, I would just add, and thank you Mark to all the comments you heard about the aspects of integration, Mark called out as done and what I called out as well. We are delighted to be where we are as a company with Micro Focus and the performance that we were able to generate, which was our premise that we could apply at operational excellent methodology. But as we’ve done better than we had anticipated, gives us the momentum to keep continuing it.

Richard Tse: Okay. All right. Thank you.

Harry Blount: Operator, I think that’s the last question.

Mark J. Barrenechea: Okay. Well, Harry, Madhu, thank you very, very much. And thank you everyone for joining today’s call. And we look forward to seeing you at Needham, BofA, Barclays, CIBC, and our remarks were written by two human beings and not ChatGPT. So have a great day.

Operator: This concludes today’s conference call. You may disconnect your lines. Thank you for participating. And have a pleasant day.