Thank you for standing by. This is the conference operator. Welcome to the OpenText Corporation Third Quarter Fiscal 2019 Earnings 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. [Operator Instructions] I would now like to turn the conference over to Greg Secord, Vice President of Investor Relations. Please go ahead.

Thank you, operator, and good afternoon, everyone. On the call today is OpenText 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 to direct investors to the Investor Relations section of our website, investors.opentext.com, where we posted two presentations that will supplement our prepared remarks today. The first is our strategic overview which is titled OpenText Investor Presentation. The second is titled Q3 Financial and Business Results, includes information and financials specific to our quarterly results, notably our updated quarterly factors which are on Page 8. In May and June, OpenText management is looking forward to meeting with investors in Canada and United States. Please feel free to reach to me or the IR team directly for more information. I’d now like to tell you about some exciting Investor Events coming up in the next few months. OpenText will be participating in the CIBC Technology Conference in Toronto on Tuesday, May 14 with Mark presenting as the lunch keynote that day. OpenText is also pleased to invite Institutional Investors and Financial Analysts to attend our users Conference. OpenText Enterprise World on Tuesday, July 9th taking place at the Metro Toronto Convention Centre in Toronto. Nope, this event takes place during quiet period. So we will not offer an Investor Presentation or update on the Company's performance and strategy. The conference will offer an incredible opportunity for Investors and Financial Analysts to learn more about OpenText and the Company's latest innovations and enterprise information management. It's a one-stop opportunity to research the company full conference access, providing…

Thank you, Greg. And hello, everyone, and I appreciate you joining for our fiscal 2019 Q3 call. Q3 is a continuation of our total gross strategy. Total revenues are up 7.7% to $738 million Annual Recurring Revenue or ARR is up 7.8% to $562 million. Cloud is up 16% to $243 million all-in constant currency. Also adjusted EBITDA is up 320 basis points to 36.4% and operating cash flow is up 6% to $286 million, but all accounts, this is a solid quarter and customers are responding well to our Enterprise Information Management products or EIM to our enterprise ready cloud into our vision of the intelligence and connected enterprise. Our Enterprise World, Europe and Asia events this quarter underscore all of this. With over 2,000 attendees, 500 partners, 100 sessions and 60 exhibitors. Our revenue growth was driven by demand within our core offerings of Content Services and business networks and the emerging importance of our security and AI products. The demand in cloud and off cloud, our margin expansion was driven by additional scale and efficiencies in our cloud and support businesses as well as product mix. Our cloud margin expanded 160 basis points year-over-year. As we look longer-term, that continues to be ample opportunities to expand our margin. We take the approach that the best run companies keep getting better year-over-year and we plan to keep improving and expanding. Year-to-date, our adjusted EBITDA is 38.5% already entering our fiscal 2021 aspirational range of 38% to 40%. We ended the quarter with $765 million in cash and a net debt to adjusted EBITDA ratio of 1.7x. This is the strongest level and eight quarters and we have ample M&A capacity. Given this incredible execution progress and outlook, we are raising or quarterly dividend by 15% today from $15.18,…

Thank you, Mark, and hello, and thank you all for joining us today. Q3 results strongly reflect our collective efforts to maintain upper quartile operational performance, including integration work on two acquisitions. The results show consistent and significant improvements over last year across all key metrics. Now turning to the details of a quarterly and year-to-date results, and similar to prior quarters, my direction is will be millions of USD and compare to the same period in the prior fiscal year. As you will see from our results, the impact of foreign exchange was significant and broad across all lines of revenue at $19 million during the quarter and $31 million year-to-date given the strength of the USD since the start of our fiscal 2019. Total revenues for the quarter were $719 million, up 4.9% or up 7.7% on a constant currency basis. As we continue to look at our business and an annual basis, year-to-date total revenues were $2.1 billion, up 2.9% or up 4.5% on a constant currency basis. The geographical split of revenues in the quarter was America 61%, EMEA 30% and APJ 9%. Annual recurring avenues were $549 million for the quarter, up 5.4% or up 7.8% on a constant currency basis. Year-to-date, annual recurring revenues were $1.6 billion, up 4.7% from last year or up 6% on a constant currency basis. Annual recurring revenues as a percentage of total revenues remain solid at 76.4% and 75.4% respectively for the quarter and year-to-date. Our cloud revenues were particularly strong in the quarter at $239 million, up 14.1% or up 16.1% on a constant currency basis. We also generated $63.8 million in new MCV, up compared to $52.7 million in Q3 last year. Year-to-date cloud revenues were $666 million, up 9% from last year or up 10%…

Thank you, Harry, and welcome again. So in summary, our Q3 results are a great reflection of the high performance of the OpenText team as we continue to drive operational excellence. A big thank you to everyone. We look forward to sharing our continued progress over the long-term with you, our shareholders whose trust and confidence will be greatly valued. During May and June, we plan to engage with our investors and analysts through conferences and one-on-one meetings in Canada and the United States. Please do connect with Greg Secord for more information. So at this time, I would like to open the call for your questions. Operator?

Thank you. We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Phillip Huang of Barclays.

Hi, thanks. Good afternoon. A couple of quick ones for me. First, I think maybe a question for Madhu on the strong licensed revenue. I was wondering if you could elaborate a little bit on that just given that it's a seasonally light quarter. Just based on your comments around the quarterly factors, I wanted to make sure I understood it correctly so that it was mainly driven by timing or pull forward of deals. I was just wondering if there was – if it was that all driven by perhaps larger deal sizes or any other factors that you'd point out.

Phillip, hi. It’s Mark here. I'll probably take the first one and…

Hi, Mark.

And on the quarterly factors, Madhu – yes, hello. Madhu can certainly speak a little more deeply to the quarterly factors. We had a strong quarter in both cloud and off-cloud and it was driven by competing very effectively against IBM. There's a new enterprise software landscape forming. So we've always been agnostic as we transitioned to the cloud and transitioned to our recurring revenue focused. We are agnostic to how customers purchase, whether it be a license to subscription, managed service, other options in our cloud. But we're not calling out any larger deal. Q3 was a continuation of our total growth strategy, both organically and acquisition. I will note we are competing very effectively and when I called the new enterprise software landscape that has a shrinking IBM presence in it.

Thank you, Mark. And do you want to expand on your question on the quality factors, so that I…

Yes, no. Just based on the comments around the sequential fiscal Q3 to Q4 not there because of the strong execution, I was just trying to – I guess, piece together the puzzle, whether it was driven by just a pull forward of deals into fiscal Q3 and that's why we're not seeing the historical bump into Q4 or was the strength driven by other factors that you would also point out? I think Mark answered part of the question on not calling on larger deal sizes, but I was wondering if there were any other factors that drove the strong license revenue this quarter.

Right. So Mark I think addressed the license revenue. I would just reiterate it, when you look at Q4 revenue, right, there are three factors. One is the FX and we are looking at where we sit today and about $20 million impact to Q4. And back to the overall strong execution in Q3 license and the cloud, it's important to not expect the same historical sequential uplift in Q4. And of course, professional services for all the reasons outlined, we do expect a constant PS revenues between Q3 and Q4.

I think the only thing I would add to Madhu statement if I can is back to the remarks to the prepared remarks or an annual business, right, in any given quarter might vary a little here or there, but we're very focused on the annual nature of the business. And again, it's all up to the question. We're not calling out any big deals. We competed. Second, we competed very effective or competing very effectively when I called the new enterprise software landscape. We’re competing effectively against those incumbents like IBM, and others and we've got a strong outlook.

Got it. That's very helpful. And then just on the quickly on the global recessions concern, I know it's a very similar wording that you put in the last quarterly factors as well. Was just wondering if you could give us an update on any visibility on potential impact to your pipeline, I know you mentioned that there wasn't any that you've noted in the last quarter. So was wondering what your thoughts are for an update on that comment?

Yes. We're keeping it in quarterly factors. We don't see a change yet to the directory of our business. But I'll just continue to know – you don't know where Brexit still is going to land. There are some – there are headline news around growth in Europe. I've towing or shrinking slightly, typically what you would see is either the close dates moving out, deal size, shrinking, more approvals coming into place. We're not seeing any of those statistical factors in our pipeline. But I think it's healthy to kind of continue to call out a headline kind of bullet in this category.

That's really helpful. Thanks very much.

Thank you.

Thank you.

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

Yes, thank you. So I'm attending a conference this week and the theme of this event as large had been this explosion of data seems to be still a fairly big pay point for a large of enterprises. I’m just wondering in your role, I think on the technology side as well what you see today is sort of your biggest challenges from your customers when it comes to the data?

Richard thanks. Thanks for the question. I think I'll put my CTO hat on for a moment, a little more of a CTO question. And I think back 10 years ago, I remember the headline, mobile eats the world. I think back a few years ago and we're all software companies, right? And maybe that headline this year or next year is for all data companies. And how can each company unlock their data and monetize – leverage the data to make them smarter, a more affective competitor in the market or to use their data or data exhaust to go out into the market and goes out. And I think back over the last 10 years in ERP has really provided a process advantage. I think over the next 10 years I look at EIM, we're here to provide the information advantage. So I think the biggest challenge right now when I look into the enterprise and landscape is taken an inventory of the data is it in the right format? And do I have the right tools to kind of unlock that data exhaust? I think that the greatest challenge right now is I think everyone gets it. They understand it. The landscape of shifting from process automation to leveraging the data, so we see trends like platform consolidation, master data management, getting data into a usable format, picking the right algorithms, right – make yourself better or can you then get to a next step to sell your data in the right way for that information advantage. But I think the – and then of course is it secured? Is it governed? Does it meet the right privacy? I think Richard is a great actual question and those are some of the immediate things that I see and I think we sit in a great place to help take advantage of it.

Yes. It sounds like you are and I guess the context of my question is that when you look at products that you have like Magellan for instance. Do you think that we're in a position that your enterprise customers are currently evaluating it and we could see this potential that you kind of get a real material increase in those products? And also I guess what is the traction been like from Magellan lately?

Yes. I think there are two things. The first is, Microsoft is a wide horizontal company. You don't have the farm of version of word, right? Well, the fine or the paper and pulp version of excel, right? They're all wide horizontal platform. OpenText is a wide horizontal platform and we want to get into the global 10,000 and be the standard or the horizontal information platform. We want their supply chain, cash management content services, we want to be thus standards for that intelligent and information core off of that wide horizontal platform. And that is the largest opportunity in front of us to keep driving that type of penetration. On top of that we're going to Canadian deliver vertical applications. OT2 is coming to market with healthcare, financial services, legal tech applications. And then another filler on top of that or a long-term strategy is the AI and analytics with Magellan and of course securing that platform as well. So it's still early days with Magellan it is contributing to the P&L and it's a very strategic piece for us in the future.

Okay, great. And just one last one for me with respect to the acquisitions. Have you changed the comfort level in terms of what your leverage ratio is? I think I forgot what it was last quarter, but if you just remind us that'd be great? Thank you.

Yes. Thanks Richard. We still believe in the same ratios that we think up to 3x leverage is a comfortable zone. I think we all can take some confidence and looking back over the last two years. There's one thing for management team to say what they believe in and then you'll deliver data points of performance. We said we would be comfortable going over that slightly in the short-term and then rapidly delivering. If we need it to. So we went up to about 3.3x when we completed the document EMC acquisition and here we are eight quarters later sitting at 1.7x of a net debt to adjusted EBITDA ratio. So our philosophy is consistent hasn't changed of going up to 3x. And I think we can take confidence that if we do need to go above it, we would rapidly deliver just as we shown.

That's great. Thank you.

Thank you as well.

Our next question comes from Walter Pritchard of Citi Research.

Hi, thanks. A couple questions here. Mark just on the IBM side, I'm wondering if you could call out, which areas of the business are you seeing that, I mean, obviously not a new trend, but they took the best some asset this quarter. I'm curious which areas of the business are you seeing in particular that resonate positively in the sales pipeline and activity?

Yes. Thanks Walter. I would say three areas. The first is filing that we've called out few times where they have not been innovating as rapidly and the enterprise landscape is just changing. Excuse me, let me correct myself have changed. And that there really is a new set of enterprise software companies from slack service now I'm putting ourselves in this category as well. As companies look to get that information advantage versus a process advantage, we've turned our platform into a cloud ready platform, containerize we have a SaaS version but OT2, and we can really come – we have deep application integration, deep SaaS integration, integration to SAP to Oracle, to salesforce. And we're just competing very effectively against bionet. The second area is IBM sterling commerce, which has their commerce platform. And the commerce platform has evolved. It's evolved into an Identity and Access Management platform, we acquired Covisint Technologies and been able to bring in and bring to their version 2 and version 3, their Identity and Access platform. And I think we're up to almost a for well over 10 million IoT devices connected into our network. Our acquisition of Liaison has put us into the market of any to any integration. I hate to throw out examples like this, but I'll use an example of Mulesoft, right? Where we'd have a library of 10,000 canonical connectors where we can tie ERP to ERP, cloud to cloud process the process within our business network. So we're competing very effectively against IBM and Sterling Commerce. And lastly, the IBM cloud is sort of a – clouds are not a place to go to just get a cost advantage. It needs to be a platform of innovation. And so I look at our cloud today and us being able to provide this full EIM back and yes, we can provide a cost advantage and security, but we can also now provide it as a platform for innovation for the next-generational workloads. So these are the three areas we’re competing effectively; content services, commerce platform and cloud.

Got it. And then maybe Mark for you as you brought this up on the call around – you said you and sort of a new era and in other side of reflection where you can self fund M&A, but then still mentioning the 3x leverage is to take away here just as you get larger you can do bigger deals or should we expect, I don’t mistake if you're talking about self funding, you maybe looking to take on less leverage going forward. Help us interpret what you’re saying there.

Yes, I don't know if it's all of the above or look it's always the right deal at the right price with the right ROIC. And it's really a very simple mantra for us. And our pipeline is active as I’d like to say in small, medium, and large categories. That'd be the right company at the right price and the right ROIC. Our model is different than other companies. We look to acquire, integrate and innovate. We've delivered a – we're delivering a horizontal platform, so pipeline active, we have ample capacity. In general, we're able – we think as a management of philosophy up to 3x leverage is a good ratio. To say it very simply, the world will go sideways. I’d like to pay my debt off in three years, right. I mean that's the philosophy of our ratio. And if we take our cash flows and just very simply take out interest, take out dividends, take out CapEx, that puts us in a place to be able to self fund, self perpetuate our core M&A.

Okay, great. Thank you.

Our next question comes from Howard Leung of Veritas Investment Research.

Thank you. And thanks taking my question. I had a few of them. First one I’ll start with is for the gross cloud margins. They're kind of at the 56, 57 level now for a few years. Can you maybe give some comments or some color around what could potentially drive it higher and what you see is the result? Why it's kind of stayed at that level?

Howard, welcome and thanks for the question. Mark here. So we delivered 56.5% cloud margin in the quarter, up 150 basis points year-over-year. And in last quarter we were just under 60% in cloud margin. Look, we're targeting medium term to be in the low-60s for our cloud margin. And as we've onboarded new acquisitions like Liaison and Catalyst and making investments to grow in the cloud, cloud was $243 million in constant currency that was up 16%. Our margins have dipped a little bit below 60%, but all for the right reason, right, to grow the cloud, to onboard a couple great acquisitions. And I'll note the margin is up year-over-year 150 basis points. And our target range for the year is between 57% and 59% and we're smack in that range. So it's right where we want it to be.

Okay, that's very helpful. And then the other one I wanted to touch on was on licensed revenues. It looks like for the quarter based on the MD&A there was a $70 million impact from the 60,566 conversion. And I think that was just kind of acceleration of some of the licenses upfront. Just want to find out for that $70 million, how many licenses – term licenses were sold that contributed to the $70 million?

Howard, a very detailed question. Let me start sort of at the conceptual piece, all right. So first and foremost for us, it's all about how a customer wants to buy. And we don't go into the Global 10,000 and say, you must buy this one way. It's all around how a customer wants to procure and deploy. So if they want to do that in our cloud, off-cloud license or in somebody else's cloud. We're all in, right? For us it's all about the annual recurring revenue, adjusted EBITDA and cash flow. So I'll just start at the principal level, it's all about how a customer wants to procure. Second, the 606 business, it's all new business for us, right. These are brand new wins. These are new contracts. It's all new business for us. And third, there is no alternative. It has gap and it is the standard there. There is no alternative for us. So I don't know if that answers your question or if there's another level to the other question that you have.

I guess that I mean I understand it's not an accounting choice and all that. It's just the change in the policy. I was just wondering for these new licenses, which you signed up for the quarter, it's not in anyway, I guess pulling forward from future quarters. It's just kind of new business…?

No, new business, new wins.

Okay

Very good wins.

Yes.

Yes. Now it looks very strong, but this quarter so, that's good. Thanks guys. That was really helpful.

Thank you, Howard. Appreciated.

And Howard, thank you as well.

No problem.

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

Good afternoon. I just wanted to touch on services revenue for a minute. Mark, I was hoping you can give us a bit of an update on your thoughts in that services business and maybe go into a bit more detailed to puts and takes that you mentioned in your prepared remarks?

Yes, sounds great. Thanks. Thanks, Stephanie, and thanks for the question. We run a very – I think of our PS business sort of in three, three pillars. Pillar one is always accelerated time to value for the customer. And we run one of the best PS organizations inside a software company. Our PS organization does an amazing job. Deploying our software, getting accelerated time to value. I'd put our organization up against anyone's any day. Second is, can you do that profitably? And I look back to companies like BMC, CA other large enterprise companies would run their PS businesses that no to negative margin. And that's just not in our philosophy. It's not a loss leader. It's a profit center because there is value that we're delivering for customers. So those of our revenue levels, we've been able to deliver margins around 20%, which is in the zone of the world’s best run PS businesses. The third sort of pillar, if you will is the quantum of the revenue. And we've taken as a strategy that we're going to bring on more global system implementers like an NTT, like TCS, Accenture, Deloitte, others, and they're going to go out and put us into their framework and we think we can grow the more strategic revenues of cloud by having that partnership. We were going to give up some PS revenues to do that and that's perfectly okay. Second is, as more work becomes standard in the cloud, right. And it's configured. It self service, you need less of the PS organization and that's fine as well. And then thirdly, we acquired businesses that don't quite have our philosophy of how to run a PS business and we need to wean ourselves off that and complete deployments and then move on. So I mean those are the three reasons why PS is a down slightly, other revenues are up and if all for the right strategic reasons.

Great, thanks. And then in terms of your slide deck, a slide on selected customer and product extension seems to be growing here. Hoping you can talk a little bit cross sell opportunities in the install base and whether they were a factor in the performance in the quarter?

Yes, we have – thanks for calling it out. We have in our investor deck, I'm just reaching for it here, Slide 13, 14 and 15, where we have selective customer and product expansions where kind of showing businesses like Coca Cola, Fujitsu, GM, Nestle, we're running multiple pillars for us. Look, it is a key strategy for us is to have a strong portfolio of solutions to provide. I've got to go back to some of my earlier comments around how we've expanded our offering and companies like IBM has not in content services and/or the business network. I say the strength and the quarter was again, I'd go back to our two core markets, content services and business network and just keep widening the capabilities we're deploying.

Great. Thank you very much.

Thanks, Stephanie. I’ll look forward to joining CIBC a May 14.

Yep. Thank you as well.

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

Hi, good afternoon. With respect to your Q4 outlook, I'm still a little unclear in your commentary. So just to be very clear, are you suggesting there will be no quarter-on-quarter revenue uptick or are you suggesting that there may be a quarterly revenue uptick, but that it will be in more modest uptick than we've seen historically for Q4?

There will be – we expect an uptick just not as a seasonally strong.

Okay, great. Yes. That's what I thought. I just wanted to confirm that point. In terms of cash flows, your cash flow was a obviously up year-over-year as you highlighted, although your cash conversion of EBITDA was lower than for Q3 last year. Was that just because of a working capital drag from the two recent tuck-in acquisitions?

Yes. Thanos, this is Madhu. I would say yes. And so the billings of the deferred revenue this quarter, but also much higher. Right. So that was a contributor to a conversion, but the conversion is still very high. Keep in mind.

Okay, fair enough. And just one last one for me, was all the Liaison Catalyst revenue in the cloud services line or was it a sprinkled in some other lines as well?

It's predominant in the cloud services side.

Okay, thanks. I'll pass the line.

Thank you as well.

Yes. Thanks.

Our next question comes from Paul Treiber of RBC Capital Markets.

Thanks so much and good afternoon.

Hi, Paul.

Hi, there. I don't want to beat a dead horse on this, but you mentioned following that I remember before when they were public they had some very significant deals in the mid-year range. Just hope he can put some bounds around the potential size of deals, if you can confirm that there weren't any deals as large as in the figures.

Yes. File net they've been private a long time having that it had been a private, a long time. We're not calling out any larger deals in the quarter. So I appreciate the commentary. It's again we're competing very effectively and our two core market and we're not here to call out any larger transaction.

Okay. That's fair. Just turning to document them or EMC, ECD when you mentioned that earlier. How does the – are you seeing documents and customers migrate the latest versions of your products at a similar rate to the core OpenText customers and also consider your cloud at a similar rate as your core business.

Hey Paul, thanks for the question. I could just say off the top of my head, I'm not seeing any real difference in a rate of upgrade or migration. I'll have to go back and kind of check the data. But I'm pretty data sensitive, but I don't, nothing sort a jumping out at me as a different rate. In terms of embracing the cloud. This is a strong upsell opportunity for us. And customers are looking, I use this phrase, will early or a platform for innovation. And our cloud allows our customers to get the latest and greatest software. You get a fuller stack of software to remove the burdens of security and compliance and management, um, uptime and really free their brains up to innovate. So yes, the ability to upsell managed services, upsell SaaS workloads, is a strong opportunity for us and the document base.

Okay. Thanks for taking my question.

Thank you, Paul.

Our next question comes from Steven Li of Raymond James.

Hey guys, I have question for Madhu. Yes. Madhu given 606 has a positive impact on revenue recognition. When you do your organic growth calculation next quarter, would you be adjusting out the positive 606 impact? Given your base in 2018 would be on 605?

Thank you for the question. I'd go back to what Mark said earlier. Growth is growth and new businesses is new business and all of this is new business, right? So when we look at the Q4 we are looking at new businesses and what I'd probably point out is and look at the 739 million of revenue in constant currency. And even if you took the $21 million that we shared as you know, sort of adjustment 605 or 606, it's 718. And if you do apples to apples, it was 686 in Q3 of last year, but 698 for 605 adjusted, we still grew from 698 to 718. And I would encourage, that's how you think about growth.

Okay. Thank you.

You're very welcome. And thank you as well.

This concludes the question-and-answer session. I would like to turn the conference back over to Mr. Barrenechea for any closing remarks.

All right. Thank you, Madhu. Thank you, Greg. Thank you, Harry. And thank you everyone for joining our call today. I'm excited about the quarter, the direction of the business, our leadership and content services in the business network, the OpenText cloud. And you can obviously hear in my voice, I'm excited about the future. Hope to see you to see CIBC Conference in May and Enterprise World in July and have a great rest of the week. Thank you for joining the call.

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