Earnings Labs

Open Text Corporation (OTEX)

Q3 2018 Earnings Call· Wed, May 9, 2018

$22.56

+0.20%

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Transcript

Operator

Operator

Thank you for standing by. This is the conference operator. Welcome to the Open Text Corporation Third Quarter Fiscal 2018 Conference Call. [Operator Instructions] And the conference is being recorded. [Operator Instructions] I would like to now turn the conference over to Greg Secord, Vice President of Investor Relations. Please go ahead.

Greg Secord

Analyst

Thank you, operator, and good afternoon, everyone. On the call today is Open Text Vice Chair, Chief Executive Officer and Chief Technology Officer, Mark J. Barrenechea; and our Executive Vice President and Chief Financial Officer, Madhu Ranganathan. We have some prepared remarks, which will be followed by a question-and-answer session. The call will last approximately 60 minutes with a replay available shortly thereafter. I'd like to take a moment and direct investors to the Investor Relations section of our website, investors.opentext.com, where material relating to today's call is posted. I'd also like to highlight that Enfuse 2018, OpenText's Annual Security, Digital Investigations and e-Discovery Conference, will be taking place in Las Vegas from May 21 to 24. During the conference, IR will host a product teach and lunch session for investors on Wednesday, May 23, with Mark Barrenechea and Muhi Majzoub, our Head of Engineering. For those unable to attend on site, presentation materials and audio webcast from the discussion will be made available on the Investor Relations section of our website. I'd also like to remind everyone that Enterprise World, OpenText's Annual Users Conference, will be taking place in Toronto again this year during the 2nd week of July. As part of that conference, we'll be holding OpenText Investor Day on Tuesday, July 10. For further details or to register to attend, please contact Investor Relations. We look forward to seeing you there. And now, I'll proceed with the reading of our safe harbor statement. 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 conclusion. 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 risk factors that may project future performance results of OpenText, are contained in OpenText's Form 10-K and recent 10-Q, as well as in our press release that was distributed earlier this afternoon, each of 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 all non-GAAP financial measures to their most directly comparable GAAP measures may be found within our public filings and in other materials, which are available on our website. And with that, I'll hand the call over to Mark.

Mark Barrenechea

Analyst

Thank you, Greg, and let me begin by welcoming Madhu Ranganathan to OpenText. I'm excited to have Madhu join the company to shape and scale the future of our operations and organization. Welcome, Madhu.

Madhu Ranganathan

Analyst

Thank you, Mark.

Mark Barrenechea

Analyst

As you'll hear, OpenText could not be in a better position to deliver on its total growth strategy. We delivered growth through acquisitions. We delivered growth through our innovations and organic efforts. We delivered growth through expanding our sales distribution, both direct and indirect, all with an emphasis on expanding recurring revenues and operating cash flows. This is total growth. In Q3, we delivered $686 million in total revenues, up 16% year-over-year. Our annual recurring revenues were a record high of $521 million, up 18% year-over-year. Our cloud revenues were $209 million, up 18% year-over-year. And we had positive organic growth within the quarter. We generated a record $271 million of operating cash flow, up 73% year-over-year. Let me also note, on operating cash flow, it is up 62% quarter-over-quarter, up 43% from our previous high in fiscal '16 Q3 and up 50% year-to-date. As some of you have written about, Q3 is a softer quarter for the company due to our seasonality, coupled with a tougher year-over-year compare. Some of you have also written about the great potential of OpenText being a cash flow-centered business. As you see in our results today, OpenText delivered record recurring revenues and record operating cash flow. We also ended the quarter with $605 million of cash on hand and a net debt to adjusted EBITDA ratio of 2.1x, down from 3x 12 months ago, positioning us right where we expected to be after the completed integration of our ECD acquisition. OpenText is a global business and geographically diversified. You see this reflected in our customers, revenues, workforce and our global cloud platform. We're approaching 2,000 customers running their business in the OpenText cloud located in the U.S., Western Europe, U.K., Canada, Japan, Asia, Brazil and more. We own and operate our own cloud…

Madhu Ranganathan

Analyst

Okay. Yes. Thank you, Mark, and hello, everyone. Before I get into financial details for the quarter ended March 31, I wanted to share how excited I am to be part of OpenText. To Mark and the team at OpenText, thank you for the great opportunity. It is a highly talented and proficient team at OpenText who have built a very differentiated model over the years, and I'm ready to be part of the next phase of success here. I know Mark and I will be meeting with many of you during the coming days and weeks and really looking forward to it. So now let's go to the numbers. And similar to prior quarters, my references will all be rounded in millions of USD and compared to the same period of the prior fiscal year, unless I indicate otherwise. Total revenue for the quarter was $686 million, up 16% from last year, or $657 million on a constant currency basis, up 11%. And revenue was positively impacted by $29 million, due to foreign exchange, and negatively impacted by $6 million, due to acquisition accounting rules. Year-to-date, total revenue was $2,061 million, up 27% from last year, or $2,013 million on a constant currency basis, up 24%. Annual recurring revenue was $521 million, up 18% from last year, or $502 million on a constant currency basis, up 14%. Year-to-date, annual recurring revenue was $1,527 million, up 26% from last year or $1,497 million on a constant currency basis, up 23%. License revenue for the quarter was $84 million, down 4% from last year or $80 million on a constant currency basis, down 8%. Year-to-date, license revenue was $298 million, up 21% from last year or $288 million on a constant currency basis, up 17%. Cloud revenue for the quarter was…

Greg Secord

Analyst

Operator, can we poll for questions, please?

Operator

Operator

[Operator Instructions] Our first question comes from Phillip Huang of Barclays.

Phillip Huang

Analyst

Was -- I wanted to ask you first on the $1 billion operating cash flow targets for 2021. Was wondering if you could maybe give us some directional color as to how much of it will come from just growing and optimizing your existing assets versus an acceleration or further acquisitions that you see.

Mark Barrenechea

Analyst

Phillip, thanks for the question, Mark here. There are multiple paths, as you just highlighted. We have our path of acquisitions, we have our path of organic growth, we have our path of increasing efficiency, as reflected in our margin through continue to balance our global workforce and getting more automated in our business. So it's -- we have many paths to get there, within what we call total growth, either through acquisition, optimizing what we have and organic growth. That gives us the confidence to put that aspiration forward today of $1 billion in OCF exiting fiscal '21.

Phillip Huang

Analyst

That's helpful. And the range of possible outcomes in terms of getting there, obviously, I guess, the timing of acquisitions, those are perhaps a little bit harder to fully be within your control. Are there anything specific that you need to -- like are there specific assumptions that we should be making? I'm just even thinking in terms of the way we model to get to $1 billion cash flow. I'm just wondering sort of even directionally, what we should be assuming when it comes to what's achievable through margin expansion and through -- obviously, you've given us a target for the margin expansion. Just trying to figure out exactly where the different -- what's the easiest path to get there, if you will? I know there's, obviously, multiple paths to get there, but what would be the sort of default scenario, I guess, to get to the $1 billion operating cash flow?

Mark Barrenechea

Analyst

Yes, for sure. And multiple paths will be multiple models. The way I think of it is relatively simple. I think of our base business and the -- you look at our margin, our efficiency optimization through the years and just optimizing the base business, getting between the 36% and 40% adjusted operating margin by fiscal '21, so it's obviously a key variable in the model. The next is a organic growth rate, and we had organic growth again within Q4. And I think that will produce a baseline where then you can factor in some historical M&A, and you can play with those sort of 3 to 4 variables and that will land you in your model.

Phillip Huang

Analyst

Right. No, that's helpful. And I guess, with the expected rapid growth in cash flows over the coming years, how should we think about your capital allocation? Does anything change at all? Your leverage is set to come down pretty quickly, I would imagine. Just wondering if -- would your ideal scenario be to accelerate acquisitions to the extent that you could make that happen and the opportunities present themselves or would you also consider perhaps returning some additional capital?

Mark Barrenechea

Analyst

Yes. So a lot in there. I -- certainly, part of what I'd like you and others to take away from today is us targeting the $1 billion in annual OCF as we exit fiscal '21. We -- as Madhu and I talked, we raised our dividend by 15% today, it's based on the strength and trajectory of the business. We've modeled our dividend on 20% to trailing 12-month cash flows. We've raised our dividend 15% every year since the inception of the dividend. And as we grow our cash flows under that model, we continue to grow our dividend distribution. I'm real proud of our deleveraging, if you will, on a net debt to adjusted EBITDA ratio to -- from 3x down to 2.1x. And we'll evaluate other forms of buyback. But right now, I still think applying it to acquisitions in our dividend policy and continuing to delever is the right use of capital.

Phillip Huang

Analyst

Right. A final question for me. Looking to Q4, typically a very seasonally strong quarter for license in cloud. Was wondering if we should expect a very similar seasonality this year, and if there's any sort of one-time side benefit or impact that we should keep in mind?

Mark Barrenechea

Analyst

Yes. Thanks, Phil. I think a couple of things. I would then -- I know Madhu probably have a couple of comments as well here, and I look at the economy and demand, and demand and interest remain positive in the marketplace. We all read the same newspapers, see the same headlines and there are things to keep watching for. Customers and consumers are watching tariffs, sanctions, data privacy, ethical supply chains and we just need to continue to watch those topics. We don't provide guidance, and I'd go back to my comments that we're leaning more into the cloud, annual recurring revenues and stronger cash flows. And Madhu, do you want to give any comments on the expense side?

Madhu Ranganathan

Analyst

Yes, sure, Mark. And as I shared in my prepared remarks, from an expense investment perspective, we clearly invest throughout the year, right? And I think that's something to keep in mind. And I did allude to the fourth quarter, there are several sales compensation plans that are annual in nature, and you can see -- I mean, a pickup in sales expenses in the end of the fourth quarter. But I do agree with Mark on the overall comments there.

Operator

Operator

Our next question comes from Richard Tse of National Bank Financial.

Richard Tse

Analyst

Welcome aboard, Madhu. I'm not sure if this question's for you or Mark, but kind of at a high level. Obviously, you've made a number of acquisitions in recent years, and I've asked this question in the past, but I'll ask it again. It's that, obviously, you brought on a lot of complementary products, can you help us understand or get a gauge of how well those products are being upsold into your existing base? And just trying to get a feel for that upselling, cross-selling strategy and how it works and whether you have any metrics on that, that you can share?

Mark Barrenechea

Analyst

Richard, thanks for the question. I'll certainly take that one and maybe Madhu will take it next quarter. But let me take that. Going into our installed base is a great opportunity for us to go in and sell security, such as Guidance. If we're the enterprise platform for information management, let's go secure those end points. As we've built some of the world's largest archives, we have the opportunity to go in and sell Magellan and AI. If we've deployed customer experience management, we have an opportunity to go in and sell content services, and if we're in there on a business network, we have opportunity to sell archive and other things. So I think through time, we've gotten more focused on kind of the key workloads and use cases enterprise and more targeted. And in fact, I think you've seen that in -- reflected now in a variety of quarters of organic growth that we've talked about. I think the largest opportunity in front of us actually is to go faster in the cloud, and to go in and -- we've taken a different approach where we're not looking to do revenue substitution, we're not looking to take $1 of maintenance and substitute it for $1 of cloud. What we've gone in to do is to say if you own a license today, let's have you keep you owning that license through maintenance, strong renewal rates and let's go host that and try to manage service in our cloud. I think that's one of the larger opportunities we have and it's somewhat reflected in our statements. So if we're going to go a little faster now in the cloud, given that we've built a lot of confidence and value over the last few years in scaling our cloud business from -- kind of like from 0 to near $800 million over 7 years. So it's an important question, and I say we've gotten more focused on key use cases. And the biggest opportunity that we -- the largest opportunity we see in front of us is having customers, existing customers move their license into our managed service and/or upfront selling new managed service.

Richard Tse

Analyst

Okay. And I guess, a related question on the organic growth is that, are there sort of internal targets that you guys have set out in terms of the level of organic growth that you want here over the next 3 years?

Mark Barrenechea

Analyst

We've talked about low single-digit organic growth.

Richard Tse

Analyst

Okay. What was organic growth this quarter, by the way?

Mark Barrenechea

Analyst

As you know, we don't describe the actual quantum. We're just discussing positive neutral and negative. It was another quarter of positive organic growth.

Richard Tse

Analyst

Okay. And last question for me. Obviously, I think it's important to get some feel from you guys as to the state of the acquisition environment, whether it's evaluations are the obstacle today or what the opportunity set is like. If you can give a bit of color on that, that would be great.

Mark Barrenechea

Analyst

Yes, thank you, Richard. Well, I make 3 points. First point is when we view the business through the information company, we see a wider market, we see $100 billion total addressable market. And through time, we've started at the search company to the content experts, enterprise information management, and now the information company and bringing in markets like security, IoT, artificial intelligence, cloud businesses. My first point is it's widened the market opportunity for us. There is no scarcity of assets in our business model for us to go look at. Second is that the M&A remains the centerpiece for our total growth strategy. And as our balance sheet get stronger, our net debt-to-EBITDA -- adjusted EBITDA ratio, and we continue to delever, and our cash flows get stronger, M&A is a centerpiece to that strategy. And third, we are actively in the market. We're actively in due diligence, working our pipeline, and we'll continue to close acquisitions.

Operator

Operator

Our next question comes from Stephanie Price of CIBC World Markets.

Stephanie Price

Analyst

Mark, I was wondering if you could talk a bit about the investments. You've mentioned several times you're making some investments in the cloud right now.

Mark Barrenechea

Analyst

Yes, fair enough, thanks. Thanks, Stephanie. Yes, I mean, I -- if you'll allow me, I'll just talk a little bit about the cloud business, put the investments in that context. We're close to 2,000 managed service customers now, 50,000-plus network customers on our value-added network from messaging through cash -- ACH cash management, SWIFT traffic, EDI. We've learned, scaled and delivered quite a bit over the last 6 years. And as I've noted, over the last 6 years, $92 million to $795 million, that's 764% growth in the business. And we're winning platforms like ABB, U.S. Steel, John Deere, National Grid, Nestle and others. And we've learned a lot. And part of the investments that we're making right now includes security, new standards coming out, data zones, GDPR. We can run a European managed service and all the people, data, systems remain in Europe or remains in Asia Pacific. So those are types of investments around more automation, faster time to value, security, GDPR. And I'd note that we own and operate our own platform globally, right? We don't run our large cloud business in a third-party cloud, we own and operate it. So those are some of the investments that we're making.

Stephanie Price

Analyst

Great. And then just briefly on EP3 -- or sorry, EP4. I know you just released it. Wonder if you have any customer feedback so far and if you could talk about the parts of the suite that you're most excited about?

Mark Barrenechea

Analyst

Yes. Thank you for that. So in -- Release 16 Enhancement Pack 4 or EP4 is in the market, and we're working on EP5. But on EP4, I provide just one thing, and it's security is job 1. There's a lot of competing priorities, but I'd say the one thing that I'm most excited about in Release 16 EP4 is all the security features and -- that we've brought into the product, deploying information management as a secure digital platform, owning the end point through Guidance and having that -- if you're designing nuclear power, engineering construction, financial services, power distribution, your end points need to be secure as well. So if there's one thing, it's security. If there's two things, it's security and AI. And we work through a lot of proofs of concepts and early deployments. It hasn't translated yet into the P&L, but all our learning is way up on how to extract the value from our content platform and our business network. So if it's one thing, it's security. If you allow me two things, it's security and insight with Magellan.

Operator

Operator

Our next question comes from Paul Treiber of RBC.

Paul Treiber

Analyst

In regards to your comment on the expanded addressable market, the $100 billion market, what do you see as the company's greatest competitive advantage against incumbents in those markets? And then also related to that, I assume you've entered those additional markets through acquisitions. Now how would the returns or other metrics or the integration of acquisitions in those new markets differ from the previous ones that you've done?

Mark Barrenechea

Analyst

Paul, thanks for the question. I would say that just unequivocally, we're not looking to change our value methodology or approach to value that we've deployed through the years as that -- TAM has expanded. So we're going to apply the same discipline, the same OpenText business system into that expanded TAM. How are we -- and I'll translate maybe the first part of your question a little bit into how are going to compete. And we're going to compete first in 6 areas that we want to win in. The first place is our digital platform, our digital core. We're becoming more of an applications company through our digital apps, our engineering and construction, case management, contract management, electronic -- invoicing. Third area is, of course, our digital B2B network. And it's not just a volume business, it's more capabilities from self-service, centralized training grids. An interesting aspect is last week in the news was an ethical supply chain, where was Cobalt coming from into electric cars? We had -- we have a large auto company running on our business network, and what used to take 2 years, they want to deploy instantly of a new supplier screen for ethical supply chain of those supplying Cobalt into that business network. Three other areas, AI, security and the developer. So first is we're going to -- is there are 6 areas that we want to go win in. Second is going faster in the cloud through our managed services. And third, I think we're going to differentiate and compete on our expertise as the information company -- clear path and rapid time to value in the global 10,000. So 6 product areas, go faster in the cloud and our expertise.

Paul Treiber

Analyst

Okay. And then just one more for me. Earlier in the presentation, you mentioned that ROIC is a key metric that you used to evaluate acquisitions. How -- in regards to the new cloud investments, how would the expected return on ROIC in those new investments in the cloud compare against the ROIC threshold that you used for acquisitions?

Mark Barrenechea

Analyst

So it's an interesting question of an internal ROIC versus and external ROIC. And maybe we want to get back to you on that. But maybe I would say this, on an external side, you got to count what adjustments you want. And when you kind of take out kind of all your adjustments, we're operating in the mid- to high teens for an external ROIC. I guess, internally, I'd look towards our adjusted operating margin and how that -- and how we've expanded over time and where we're looking to land that in fiscal '21. So I guess the short form is externally, you've taken out certain adjustments, it's mid- to high teens. Internally, I guess, I'd look at it as a blended rate of adjusted operating margin. Would you -- anything you'd add to that?

Madhu Ranganathan

Analyst

No. I agree completely.

Operator

Operator

Our next question comes from Paul Steep of Scotiabank.

Paul Steep

Analyst

Mark, can you -- we've talked a little bit so far in the call about cloud, but you certainly sound more aggressive. They're looking to maybe accelerate the move there. What's changed, either in your -- in the external environment or in your maybe go-to-market approach here today that we should be taking away from this call?

Mark Barrenechea

Analyst

Yes, I would -- I'd say two things. I think we've hit a -- there's like -- there's going from 0 to 1, right? And then there's 0 to $500 million, maybe 0 to $0.5 million, 0 to $0.5 billion, and then approaching $1 billion business. We're in a very maturing stage, and we've built confidence, a lot of experience and we've delivered a lot of value in our managed services. So I think one thing that's changed is just the experience, our customer feedback and a greater confidence in what we've delivered over the last 4, 5, 6 years. Second, I would say, in certain markets, customers are shedding IT expertise and just getting rid of it, and now they're looking to us to provide all that expertise. But there -- maybe the second thing is just customer perspective. Through the years, they've shedded IT expertise, now they're looking to us to provide it. So I would highlight to those two things, Paul.

Paul Steep

Analyst

Okay. Welcome, Madhu, I'm not sure if this one's either for you or Mark, but if we look at this -- I don't think anyone would ever accuse OpenText of being light on cost discipline or making sure the margins work, but your commentary tonight in the deck about increased automation and the opportunity to reduce cost and further drive OpEx margins, how should we think about that as we move to sort of your 2021? Is this a year of investment and plans under way that maybe accelerate us into '19 or where -- how should we think about that?

Madhu Ranganathan

Analyst

Sure. Big question, and thank you for the welcome. When you look at the base of our business, right, and you look at the size of the operating expenses or the size of the cost of revenue and to your point, and also what Mark said, we've been very disciplined, even in acquisitions, to bring them over to the OpenText model of the adjusted operating margin within a very defined period of time and we've hit those targets every single time. So that remains our overarching target. But as we grow, when you look at the scale of expenses we currently have in our infrastructure, in addition to making the right investments towards the cloud, as Mark said, there are always opportunities for being more efficient, where there is a people-based spend or sort of translating the people-based spend with more automation. That's really what we're going to be focused on. I would think about it as 2 parallel streams, the internal efficiencies as well as the incremental investment Mark talked about.

Paul Steep

Analyst

Okay. Just to clarify that then I'll leave the line here, but I guess, is there a larger program underway? We've gone through it numerous times over the years of larger cost, takeout programs. Is there a specific program or is this just part of the ongoing cadence we've had for the last few years?

Madhu Ranganathan

Analyst

I would say the ongoing cadence that Mark and the team have had, and we're going to continue that. And you would expect, in any business, we will keep doing a programmatic view of all the P&L items on a continuous basis, and if there are room for automation. And Mark, do you want to add anything?

Mark Barrenechea

Analyst

I was just going to say, welcome, Madhu. So -- and not to put this on your shoulders, but you know the -- you know, Paul, the dialogue as we scale from here forward and Madhu's perspective of having to -- how we can more efficiently grow revenues at a nonlinear expense trajectory. So I would just amplify the ongoing efforts and new insight with Madhu's leadership.

Madhu Ranganathan

Analyst

And thank you, Mark. So perhaps I would add to that, coming from not just a software technology background but also having services experience, I think it's going to be very helpful and, again, with a fresh insight. But generally, I would say continuing the work Mark and the team have kicked off.

Operator

Operator

Our next question comes from Thanos Moschopoulos of BMO Capital Markets.

Thanos Moschopoulos

Analyst

G&A went up a fair bit sequentially, even though G&A head count was flat. Can you explain the dynamic there?

Madhu Ranganathan

Analyst

Sure. We did have some, I would say, infrastructure type of expenses. If you're looking at sequentially quarter-over-quarter, that's really where the increase came from.

Thanos Moschopoulos

Analyst

And were those kind of one-time in nature or will those continue into Q4 and beyond?

Madhu Ranganathan

Analyst

I would look at it as -- again, we invest on an annual basis during each quarter, right? So this is more a part of normal investments.

Thanos Moschopoulos

Analyst

Okay. And maybe some early -- the cloud margins dipped sequentially. Does also that reflect a higher level of investment particular to your comments or is it some other dynamic there?

Mark Barrenechea

Analyst

Thanos, I'll take that one. Yes, it does reflect our investments. And over the coming quarters, we're going to continue those investments as we lean more into our cloud and recurring revenues. And we expect that to then expand margins from there. So yes, we're down slightly quarter-over-quarter or this year's still in our blended margin range, which is the range of record, if you will. And then we'll, from those investments, begin to expand again. So we're just -- if you will, just tapping the accelerator a bit on our investment. And as we go faster and slightly faster into the cloud, and then we'll begin to grow the margin again.

Thanos Moschopoulos

Analyst

Okay. And then finally, the percentage of license revenue coming from new clients, which is one of the metrics in your report, that's been lowered than typical over the last couple of quarters. Does that reflect the fact perhaps that you've been more focused on up-selling to the existing base rather than hunting new accounts, or should we not read too much into that metric?

Mark Barrenechea

Analyst

No, it's an important metric. I think in the quarter, it was low 20s. In other quarters, it's been in the high 20s. It's still a very healthy number. And yes, it's a little reflected that we're going in to try to do more of the cross-selling that we talked about earlier and also kind of bringing our installed base forward into a modern cloud platform.

Operator

Operator

Our next question comes from Walter Pritchard of Citi, Research.

Walter Pritchard

Analyst

I'm wondering 2 questions, kind of follow-ups here. On the cloud side, have you or are you anticipating making any sales compensation changes that would encourage your salespeople in that direction? It sounds like you're not really encouraging substitution but I'm curious on the new business side. And then just had a follow-up on the longer-term model question after that.

Mark Barrenechea

Analyst

Yes, Walter. Thank you. So we already factored in annual contract value into our account executives' variable comp. So I think we're -- one of the advantages of being a consolidator is when we do due diligence, I -- we get to look at a lot of comp plans, a lot of business plans. And I think we have it right in how we give a blended target to our sales force or account executives, that they have a number to go make, whether it's through total -- annual contract value or license and maintenance, first year maintenance combined. So I think we have the plan right, no anticipated changes. When we finish the fiscal year, we'll certainly look into F'19, if there's any little tweaks, but I think we have it right.

Walter Pritchard

Analyst

Great. And then just on the longer-term model side, I'm wondering your leverage ratios you talked about the past like 3x, is that -- as we think about cash flow number you're charging on yourselves on for '21, is it safe to assume that 3x still applies?

Mark Barrenechea

Analyst

Yes. Well, I'm sorry, Walter. Thank you. I think our bank covenants are higher than that, but the management threshold that we've always looked at is around 3x. And as we look at the fiscal '21 goal, yes, the 3x still remains. I'll note that if we need to go above it slightly in the short term to do a strategic acquisition, we won't hesitate like we did in Documentum. And I think our track record over the last 12 months is a good indication of that, where we need to go slightly above it, and then within 12 months, we're dramatically below it.

Greg Secord

Analyst

Operator, we have time for one more.

Operator

Operator

Our next question comes from Blair Abernethy of Industrial Alliance.

Blair Abernethy

Analyst

Mark, I'm just wondering if you could provide us with a little more color on the license side of things. I guess, 2 questions here. One is around the sort of the cadence or the distribution of deals from the December quarter to the March quarter. You fairly well outperformed, I would say, in the December quarter and it seems to maybe have -- has that drawn down part of what we experienced this quarter?

Mark Barrenechea

Analyst

Blair, thank you for the question. And you said it correctly and maybe I'll just use my words to it, that Q2 and Q3 balance each other out. And we look at our business on an annual basis.

Blair Abernethy

Analyst

Okay. And the second question is, again, around the license side. What impact are you seeing at this stage on -- from GDPR? It's been in the works for a couple of years now, but the deadline is a couple of weeks away. Is that helping you, hurting you? Where are you seeing -- how are you seeing your customers react to this?

Mark Barrenechea

Analyst

Yes, thank you for that. I'm seeing customers react. I know there's -- I think it's May 24, which is the deadline to replace -- it's the removal of the U.S. safe harbor, progress the EU director, May 24 is a date with GDPR. I see customers really looking at it in the long term. I've seen customers use it as an opportunity to drive just general process change around HR and other types of systems. But I actually see customers taking a long-term view of information security, information governance. And with Cambridge Analytica and others in the news, I'm starting to see North American customers going, "Maybe we should adopt something similar, even if there's not legislation yet." So I think things like Brexit will actually drive some enterprise demand. You might need 2 licenses instead of 1, ultimately, or 2 subscriptions versus 1. And I think GDPR is actually a longer-term demand driver, and I'm starting to see some North American customers look at similar solutions.

Operator

Operator

I will now hand the call back over to Mr. Barrenechea for closing remarks.

Mark Barrenechea

Analyst

All right. Well, I'd like to thank everyone for joining us today as we walk through our total growth strategy, as we're targeting $1 billion in annual operating cash flow for the year as we exit fiscal '21 and on our great cash flow performance in the quarter. And I hope you'll join us at Enfuse and Enterprise World and we look forward to speaking to everyone soon. Thank you so much.

Operator

Operator

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.