OpenText Investor Presentation Deck

Made public by

sourced by PitchSend

52 of 57

Creator

opentext logo
Opentext

Category

Technology

Published

August 2023

Slides

Transcriptions

#1opentext™ OpenText Investor Presentation August 3, 2023 NASDAQ: OTEX | TSX: OTEX#2Safe Harbor and IP Statement This presentation contains forward-looking statements or information (forward-looking statements) within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), Section 27A of the U.S. Securities Act of 1933, as amended, and other applicable securities laws of the United States and Canada, and is subject to the safe harbors created by those provisions. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Certain statements in this presentation, including statements about F'24, F'25, F'26 and other future time frames regarding revenue and organic growth, cloud bookings growth, A-EBITDA, margins, free cash flows, market share gains, growth initiatives, deployment of capital, total addressable market, renewal rates, annual recurring revenue, net leverage ratio and deleveraging program, profile, target models, intention to continue dividend program, including any annualized dividend target, integration and associated benefits of the Micro Focus acquisition, future tax rates, new platform, product offerings and associated benefits to customers, our announcement of opentext.ai and OpenText AviatorTM, including our Al strategy, vision and initial Al products, ESG initiatives, scaling Open Text, and other matters, which may contain words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would," "might," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Our estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends are also subject to the final determination and discretion of the Board of Directors, and an annualized dividend has not been approved or declared by the Board. These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to: all statements regarding the expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; our ability to integrate successfully Micro Focus' operations and programs, including incurring unanticipated costs, delays or difficulties; and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. For additional information with respect to risks and other factors which could materially affect our business, financial condition, operating results and prospects, including these forward-looking statements, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings we make with the Securities and Exchange Commission (SEC) and other securities regulators. For these reasons, we caution you not to place undue reliance upon any forward-looking statements. Further, investors should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our CEO's blog, Twitter account or LinkedIn account. The information posted through such channels may be material. Accordingly, investors should monitor such channels in addition to our other forms of communication. opentext™ © 2023 Open Text 2#3Open Text Strategic Overview#4Open Text Snapshot OpenText Cloud Cybersecurity Analytics and Al Information Management TAM Network Content ication Modernization Management IT Ops Management opentext INFORMATION CORE Experience e Data | Operational Data 98 of Top 100 Companies are Customers opentext™ The Global Leader in Information Management opentext.ai Learning Data Information Management Content Management Cybersecurity Application Automation Business Network IT Operations Management (ITOM) Al & Analytics Total 120k+ Enterprise Customers Total Addressable Market(1) $47B $68B $22B $24B $38B $10B $208B Platform for operational data End Users Proven technology innovation 150M Who We Are Key Process Automation The Internet changed everything... with Al, everything must change ~24k Employees Large Al categories (1), (2), (3), (4), (5), (6) See Slide Notes Targets & Aspirations F'24 Targets In Constant Currency(2) Enterprise Cloud Bookings (3) Organic Growth (4) (% Y/Y) Total Revenue A-EBITDA Margin (5) Free Cash Flows (5),(6) >33% Employees Dedicated to R&D 15% + 1% to 2% $5.85B to $5.95B 36% to 38% $0.8B to $0.9B F'26 Aspirations 15% + 2% to 4% $6.2B to $6.4B © 2023 Open Text 38% to 40% $1.5B+ 180 Countries we operate in 4#5History of Value Creation Market Expansion and Value Creation. Value Creation 1991 Foundation out of University of Waterloo opentext™ 2005 Content Services Market 2014 GXS: Cloud and Business Network 1996 IPO on Nasdaq 2019 Carbonite: new SMB/C market 2005 IXOS: top SAP partnership 2023 Micro Focus 2021 Zix: a top Microsoft SMB/C partner 30+ Year History 2017 Documentum: now #1 in Content Services 2023 opentext.ai 2022 Titanium 2020 Cloud Editions: Modern Cloud Platform Our Mission: We power and protect information Our Purpose: To elevate every person and every organization to gain the information advantage Our Passion: Deliver compelling innovations that provide our Customers a competitive advantage An inclusive environment where passionate, skilled, and diverse Employees thrive Deliver Shareholder value through growth, profits and capital efficiency improvements © 2023 Open Text LO 5#6Open Text Business System Our Competitive Advantage: It's Who We Are and How We Do What We Do Customers talk, we listen Innovation defines our future We are Information experts The best team wins opentext™ Our Shared Purpose To elevate every person and every organization to gain the information advantage Our System Open Text Fundamentals Performance People Trust Innovation Delivery Process Growth is inclusive and sustainable Planning We compete for capital Zero-based Budgeting & Economic Value Add is our way of life Market leadership Innovation Learning organization Problem solvers Customer success Shareholders Customers Employees ● ● ● ● ● ● ● Core Value Drivers ● ● Operational excellence Frictionless business Make long-term decisions Owners' mindset Economic value add Total revenue growth Upper quartile A-EBITDA and FCF Return on Invested Capital (ROIC) L.O.V.E.TM model Trust and Delivery Al & Automation Performance Advancement Learning ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ © 2023 Open Text 6#7Core Value Drivers Expanded: Running the Open Text Playbook Total Revenue Growth Reinvest for Growth Improve Cost Structure opentext™ Organic Acquisitions R&D + S&M ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ Automation + AI Cloud Growth Gross Margin R&D S&M G&A A-EBITDA Total Revenue Growth (1), (2) See Slide Notes Margin Expansion Strong Free Cash Flows + Capital Allocation Acquisitions Value Creation Innovation Debt < 3x¹1) Dividend (¹²) (~20% of TTM FCF) © 2023 Open Text 7#8Track Record of Total Revenue Growth Expected Rapid Growth and Increased Predictability Total and Estimated Revenue Growth In $Billions $1.0 $1.2 $1.4 13% F'11 to F'23 CAGR $1.6 opentext™ $1.9 $1.8 $2.3 $2.8 $2.9 $3.1 F'11A F'12A F'13A F'14A F¹15A F'16A F'17A F¹18A F'19A F¹20A $3.4 F¹21A $3.5 $4.5 81% ARR (1) $5.85 to $5.95 F'22A F'23A F'24E (2) $6.2 to $6.4 F'26E(3) (1), (2), (3) See Slide Notes Revenue Growth Track record of double-digit total revenue growth Accelerate cloud growth Market share gains through information. automation transformations, cloud adoption and Al Strategic M&A © 2023 Open Text 8#9Track Record of A-EBITDA Expansion Upper Quartile A-EBITDA Margins In $Billions $0.3 F'11A $0.4 $0.4 F'12A $0.5 14% F'11 to F'23 CAGR opentext™ $0.6 $0.7 $0.8 $1.0 $1.1 $1.1 A-EBITDA Dollars and Estimated Margins $1.3 $1.3 (1) $1.5 36% to 38% (2) F'13A F'14A F'15A F'16A F'17A F'18A F'19A F'20A F'21A F'22A F'23A F'24E 38% to 40% F'26E (2) (1), (2) See Slide Notes A-EBITDA Growth Targeting Upper-quartile A-EBITDA profitability A proven Open Text Business System. for Value Creation Innovation and automation Investing in Al and productivity © 2023 Open Text 9#10Track Record of Strong Free Cash Flows Expected Acceleration in Free Cash Flows. In $Millions $187 $241 $295 $375 F'11A F'12A F'13A F'14A opentext™ 11% F'11 to F'23 CAGR $446 $454 F¹15A $361 $603 $812 Cloud Investment $882 $812 $889 F'16A F'17A F¹18A F'19A F¹20A F'21A F'22A Estimated Free Cash Flows' Acquisition integration $655 $800 to $900 F'23A F'24E (2) $1.5B+ Aspiration F'26E (2) 20%+ FCF as % of Revenue (1) (1), (2) See Slide Notes FCF Growth Target upper quartile FCF Increase cloud growth rates Bring Micro Focus onto OpenText's Operating Model Lower Interest Costs © 2023 Open Text 10#11Track Record of Shareholder Returns Dividend Program (~20% of TTM Free Cash Flows)(1)(2) Shares Repurchased ■Dividends Dividends per share opentext™ $17.7 F'13 $0.08 $74.7 F'14 $0.31 Approximately $2.2B returned to shareholders since F'13 (³) Dividends Paid and Shares Repurchased (US$M) $87.6 F'15 $0.36 $65.5 $99.3 F'16 $0.42 $120.6 F'17 $0.48 31% CAGR (4) F'13 to F'23 $145.6 F'18 $0.55 $168.9 F'19 $0.63 (1), (2), (3), (4), (5) See Slide Notes $188.7 F'20 $0.70 $119.1 $210.7 F'21 $0.78 $177.0 $237.7 F¹22 $0.88 $259.5 F'23 $0.97 $273.1(5) F'24E $1.00 (5) © 2023 Open Text 11#12Open Text Q4 and Fiscal 2023 Highlights#13Q4 and Fiscal 2023 Financial Highlights (with Y/Y comparisons) Total Revenues ARR (3) 78% of Total Revenues Cloud Revenues A-EBITDA (4) 31.0% margin Non-GAAP Earnings Per Share (4) Free Cash Flows (4) 6.1% of Total Revenues opentext™ (1) Q4 Enterprise Cloud Bookings of $164M; F'23 of $528M For full year F'23 Q4 F'23 $1.49B $1.50B in CC (2) $1.16B $1.17B in CC $452M $455M in CC $463M $453M in CC $0.91 $0.88 in CC $91 M 65.2% 66.5% in CC 56.4% 57.7% in CC 9.7% 10.6% in CC 47.6% 44.3% in CC 13.8% 10.0% in CC V 57.3% Total Revenues ARR 81% of Total Revenues Cloud Revenues A-EBITDA (4) 32.8% margin Non-GAAP Earnings Per Share (4) Free Cash Flows (4) 14.6% of Revenues. $4.48B $4.62B in CC (1), (2), (3), (4), (5) See Slide Notes $3.62B $3.72B in CC $1.70 B $1.74B in CC $1.47B $1.50B in CC $3.29 $3.37 in CC $655M Q4 Enterprise Renewal Rates:"94% Cloud; 95% Customer Support 28.4% 32.2% in CC 26.2% 29.7% in CC 10.8% 13.3% in CC 16.4% 18.2% in CC 2.2% 4.7% in CC ▼ 26.3% © 2023 Open Text 13#14Q4 F'23 Customer Wins U.S. HOMELAND RS GROUP TOF SECURITY Cybersecurity An agency of U.S. Department of Homeland Security. Its mission is to help people before, during, and after disasters. FEMA Fortify Scan Central SAST & DAST opentext™ To align with the Zero Trust framework, FEMA needed to consolidate five solutions into a centralized platform where they can automate, manage, and track security vulnerabilities. TECH mahindra Swedbank Cybersecurity The eCommerce division of DHL in the Benelux. DHL is the world's leading logistics company. DHL- eCommerce NetIQ Identity Governance as a Service BGC BROOKSHIRE GROCERY COMPANY Improve security by automating the auditing process, provide insight and control of access to all high-risk applications, and produce monthly reports to board members and auditors. Products: GREAT LAKES CHEESE Together, for generations to come. Content One of the largest U.S. commercial property and casualty insurance companies. Solution: CNA MVERTEX Content services Open Text will provide leading-edge content services capabilities. lifesecure™ RENESAS Content Renesas (Renaissance Semiconductor for Advanced Solutions) is the world's third- largest automotive semiconductor manufacturer, with headquarters in Tokyo. LOTTOMatica Extended ECM Renesas selected Extended ECM for SAP SuccessFactors on the X2 plan, which they will use to standardize and harmonize HR processes, leveraging the Microsoft Enabler. INVESTORS HERITAGE" Employment Security Department WASHINGTON STATE © 2023 Open Text 8 Bezeq 14#15Q4 F'23 Customer Wins Application Automation A European leading provider of banking and financial services, operates in 70 countries and close to 200,000 employees. BNP PARIBAS RS GROUP ValueEdge platform BNPP are working with their subsidiaries to join a new SaaS deployment model and at the same time to embrace the new ValueEdge technology in order to support their DevSecOps Automation goals. opentext™ TECH mahindra Swedbank warta. Analytics & AI A leading Polish insurance group, offering life and non-life insurance in Poland. Vertica BGC BROOKSHIRE Warta needed an immediate, real-time solution to deliver tailored offers within seconds. Implementing Vertica led to significant business growth, enabling them to leverage advanced analytics, real-time data processing, scalability, and security features. GROCERY COMPANY GREAT LAKES CHEESE Together, for generations to come. Products: Solution: Designs and manufactures advanced commercial and industrial HVAC systems for customers around the world. DAIKIN Business Network Business Network Cloud Enterprise MVERTEX To onboard trading partners electronically to drive a more seamless process. lifesecure™ Elevance Health Experience The largest for-profit managed health care company in the Blue Cross Blue Shield Association, with 46.8M U.S. members. LOTTOMatica Exstream Cloud Native Exstream Cloud Native will help the company create, deliver, and manage all member communications. Scalability, ease-of-use and multi-channel delivery will transform Elevance Health's communications. INVESTORS HERITAGE" Employment Security Department WASHINGTON STATE © 2023 Open Text 8 Bezeq 15#16Cash Flows and Balance Sheet Cash (USD$B) (as of 06/30/2023) $1.2B Total Cash TTM Q4 F'23 (USD$M) $779 $124 $655 $203 $260 $-- $192 Operating Cash Flows Less: CapEx Free Cash Flows (²) Less: Principal Less: Dividends Less: Share Buyback (³) Cash Generated for Corporate Purposes (4) opentext™ 1.9x Q3 F¹22 Term Loan B Acquisition Term Loan 0 Undrawn Revolver Drawn Revolver Senior Secured Notes Senior Notes C'23 2.0x Q4 F¹22 100 Reflects $175M debt payment made after 6/30/2023 650 Net Leverage Ratio (¹) C'24 (1), (2), (3), (4), (5) See Slide Notes 2.1x Q1 F¹23 933 C'25 2.0x C'26 Q2 F'23 Debt Maturity Profile (USD$M) (5) (as of 6/30/23) 1,000 3.3x C'27 Micro Focus Transaction Close Q3 F¹23 900 C'28 850 Targeted Net Leverage Ratio (1) Expected quarterly debt reduction of $175M+ C'29 3.5x Q4 F¹23 900 3,334 C'30 < 3.0x By the end of F'25 or sooner © 2023 Open Text 650 C'31 16#17Introducing: Annual Business Performance Market Leadership and Continued Share Gains Through Organic Growth and M&A Information Management Content Management High Value Businesses (F'23 Actual) Cybersecurity Application Automation Business Network Total IT Operations Management (ITOM) Al & Analytics opentext™ % of Total Revenue (1) ~45% -20% -10% -15% ~5% ~5% $4.48B Total Addressable Market (2) $47B $68B $22B $24B $38B $10B $208B (1), (2) See Slide Notes Global Scale and Customer Proximity Open Text leverages a common set of technologies, processes and systems to deliver our complete and integrated portfolio of Information Management solutions at scale. Information Management is comprised of key market areas: Content, Cybersecurity, Application Automation, Business Network, IT Operations Management and Al & Analytics. Information Management is growing and has an approximate TAM of $200B. We have significant opportunity to grow and scale in each of our key markets. © 2023 Open Text 17#18Annual Organic Revenue Growth Y/Y Organic Growth % in CC (2) F'21 F'22 Cloud 1.8% 3.6% 3.9% ARR 0.5% 2.3% 2.3% F Total (2.1%) 1.7% 1.2% as Reported F'21 F'22 F'23 Cloud 3.2% 2.9% 1.5% ARR 2.7% 1.3% (0.8%) 0.5% Total opentext™ F'23 0.5% (2.0%) Y/Y Organic Growth in CC¹2 4% 3% 2% 1% Increasing Cloud Organic Growth in CC F'21 (1) 11 (1), (2) See Slide Notes F'22 F'23 F'26 Aspiration 7% to 9% Cloud Organic Growth in CC (²) F'26 Aspiration 2% to 4% Total Organic Growth in CC (²) © 2023 Open Text 18#19Open Text Outlook#20F'24 Target Model" F'23 Reported $528 1.2% $4.485 32.8% $655 ($132) F'23 14% $329 $124 Ent. Cloud Bookings (3) (USD$M) and Growth Y/Y% Organic CC (2) Growth (4) Y/Y% Total Revenue (USD$B) A-EBITDA Margin( (5) Free Cash Flows (USD$M) (5) (6) FX Revenue (headwind)/tailwind (USD$M) Adj Tax Rate (8) Net Interest Expense and Other (USD$M) Capital Expenditures (USD$M) opentext™ F'24E in CC (2) 15% + 1% to 2% $5.85 to $5.95 36% to 38% $800 to $900 $40 to $60 F'24E 14% $580 to $600 $140 to $160 Expect Micro Focus to return to organic growth in F'24 F'23 Reported USD$M $1,700 37.9% $1,915 42.7% $3,615 80.6% $539 12.0% $331 7.4% $4.485 % of Rev 76.1% 14.3% 20.2% 8.7% 2.4% 45.7% (1), (2), (3), (4), (5), (6), (7), (8) See Slide Notes Cloud Services and Subscriptions Customer Support ARR(7) License Revenue Professional Services Total Revenue (USD$B) Non-GAAP Gross Margin (5) Research & Development (5) Sales & Marketing (5) General & Admin (5) Depreciation (5) Total Operating Expenses (5) F'24E in CC (2) % of revenue 30% to 32% 45% to 47% 76% to 78% 15% to 17% 6% to 8% $5.85 to $5.95 77% to 79% 14% to 16% 18% to 20% 7% to 9% 1% to 3% 42% to 44% Y/Y Growth 6% to 8% 40% to 42% 24% to 26% 71% to 73% 29% to 31% © 2023 Open Text 20#21Q1 F'24 Quarterly Factors Externalities Recession risk Inflation Geopolitical opentext™ Company Specific Reflecting Q1 Seasonality: Expect Q1 Y/Y Revenue in constant currency: Total revenues of $1.36B to $1.41B ARR(1) of $1.09B to $1.13B FX revenue tailwind of approximately $5M to $10M Y/Y Expect Q1 Y/Y A-EBITDA (2) in constant currency: Margin % down 250 bps to 350 bps FX A-EBITDA tailwind of approximately $5M to $10M Y/Y Our business is annual, and quarters will vary (1), (2) See Slide Notes © 2023 Open Text 21#22OpenText - Micro Focus Financial Integration Framework FCF (2) Updated A-EBITDA (²) opentext™ Savings Cost Savings $400M Amounts represent annualized savings Expense & Charges Integration Expense -$70M Special Charges -$420M to $460M Est. total charges and expense 2H F'23 -$260M (3) Actioned ~$6M Incurred -$146M Incurred -$150M incurred 1H F'24 Workforce reductions and Facilities Consolidation (-$28M) 2H F'24 Vendor consolidation, strategic procurement (~$116M) System alignment and integration expense (~$60M +) Severance, restructuring costs, advisory support and others (~$110M) 1H F'25 Global entities simplification, tax structure initiatives, technology footprint optimization (~$200M) $180M to $200M (1), (2), (3) See Slide Notes 2H F'25 $150M to $190M F'26 - Adj. EBITDA I FCF © 2023 Open Text (1) 22#23Rapid Deleveraging Program Total Debt (as of 6/30/23) $9.1B Principal Outstanding opentext™ 6.6% Weighted Avg. Interest Rate 5.7 yrs Weighted Ave Maturity opentext™ 47% Total Debt Fixed (1) Consolidated Net Leverage Ratio 3.5x As of June 30, 2023 < 3.0x by end of F'25 or sooner (1), (2) See Slide Notes ● ● ● ● Track Record of Rapid Deleveraging Micro Focus on Open Text Operating Model Full benefit of cost savings and systems integration Lower interest costs Automation and Al productivity investments Planned Debt Reduction of $175M per quarter (2) © 2023 Open Text 23#24F'26 Aspirations in Constant Currency Enterprise Cloud Bookings Growth (²) Total Organic Revenue Growth (3) Total Revenue Cloud Organic Revenue Growth (³) ARR (% of Total Revenue) (4) A-EBITDA Margin (5) (%) Free Cash Flows (5) (6) (FCF) Capital Allocation to Dividend Program (7) Non-GAAP Effective Tax Rate (8) opentext™ 15% + 2% to 4% ~$6.2B to $6.4 B 7% to 9% 77% to 79% 38% to 40% $1.5B+ ~20% of TTM FCF Mid 20%'s Cloud Editions (CE), Cloud Expansion, Industry Expansion, Al, Titanium X Micro Focus expected to return to organic growth in F'24 Market share gains through cloud acceleration and opentext.ai Continued Information Management momentum Cloud expansion and improve Micro Focus renewals to Open Text standards Upper quartile profitability while investing in cloud, Al, security and edge Continued high conversion from A-EBITDA and working capital efficiency Prioritizing capital return and debt reduction Utilization of tax attributes while enhancing current structure (1), (2), (3), (4), (5), (6), (7), (8) See Slide Notes © 2023 Open Text 24#25We Expect To Double FCF" with our F'26 Aspirations $655M F'23A opentext™ 30% + CAGR% (3) F'23 to F'26 $800M to $900M F'24E (2) $1.5B+ F'26E (2) ● ● ● ● Key Drivers Expanding organic growth with cloud growing fastest New demand areas such as Al and new workloads Micro Focus on Open Text Operating Model and full benefit of cost optimizations and systems integrations Lower interest costs Automation and Al productivity investments (1), (2), (3) See Slide Notes © 2023 Open Text 25#26Our Business#27The Cognitive Era: the Next Era of Computing The Internet changed everything...with Al, everything must change ● ● ● Information and Al driven Seamless shifts between physical & digital ("Phygital") The A levels: automation, algorithms, applications, augmented reality More human: workforce is fluid and global Always on, fully connected, instant Calculation opentext™ I Mainframes Monolithic ਗਰਮ Client Server Client Server Automation Internet Cloud Webservices Cognitive O Digital AI Microservices © 2023 Open Text 27#28Open Text: We Power and Protect Information The most comprehensive Information Management platform Open Text addresses strategic business buyers (CEO, CISO, CIO...) Intelligent opentext™ The Open Text Cloud and the Internet of Clouds Infrastructure Applications Standards Off-cloud Public Internet. Open Text Cloud Public Cloud | API Cloud | Private Cloud | Off Cloud Cybersecurity Analytics and Al Connectivity Business s Application Connec Network | Content IT Ops Management Management opentext INFORMATION CORE tion S Data Experience Data | Public Internet Eco-Systems Services Mainframes People, Machines, and Things Interconnected and runs over the public internet Connected Secure Responsible © 2023 Open Text 28#29OpenText: Well-Positioned for the Cognitive Era Decades of Operational Data in the Open Text Information Core Data types: ● Fast and slow Human and machine Structured and unstructured Data from key sources: Sensors and devices applications infrastructures cloud and ecosystems.... ● Full customer deployment choice: off-cloud private cloud public cloud APIs opentext™ Magellan ● ● ● ● BI data visualization Text mining Advanced data exploration and ETL Enterprise Al IDOL ● ● Data Visualization and Unstructured data analytics Enterprise search Knowledge discovery Text, audio, video, analytics Exploration opentext INFORMATION CORE Unstructured Data Analytics Analytical Database Vertica High-performance. analytics In-database ML Geospatial and time-series analytics Data lake © 2023 Open Text 29#30Strategic Growth Priorities Win Our Markets Grow Cloud and Al Strategic Integrations opentext™ Content Open Text: The platform of platforms for Information Management Application Automation Cybersecurity Business Network IT Operations Management Extend Open Text Private Cloud to Micro Focus Customers Prioritizing largest products first Leverage Titanium X to Grow Public Cloud/SaaS and API offerings All new products available as APIs Integrate Analytics, Al and selected Cybersecurity products across our Key Markets examples IDOL, Vertica, Voltage Analytics and Al © 2023 Open Text 30#31Introducing Open Text Aviator ● ● ● Private LLM running in the Open Text Private Cloud Private Language Models Running in the Open Text Private Cloud Customers can leverage their private data sets, safely, and securely opentext™ OpenText Content Aviator Open Text Business Network Aviator Open Text IT Operations Management (ITOM) Aviator OpenText DevOps Aviator Open Text Cybersecurity Aviator Open Text Experience Aviator ● ● Data Layers Poly Models Embrace the next era of software user experience Prompt Engineering Learning Data Operations Revolutionize the internet of clouds via connectivity Refine all Level 1 business support (IT, HR, Sales) Elevate 30 million developers Respond to threats in real time and ensure data is private and secure Open Text Private Cloud Aviator New Open Text Al Practice & Expert Guidance Transform customer communications || Unleashing the Power of Information Transformative Outcomes © 2023 Open Text 31#32Top Growth Drivers and Leading Products by Business. Leverage Products and Capabilities for Continued Growth ● Content ● Content ● Smarter Information . Al, SaaS and LLMs Core Experience Exstream RightFax Team Site Extended ECM Documentum opentext™ ● ● Enterprise ArcSight Fortify NetIQ ● ● Cybersecurity Voltage Encase Debricked SMB / Consumer Carbonite Webroot Zix ● Smarter Security ● Embed security into other Open Text products BrightCloud . ● Business Clouds Application Automation Product to platform, LLMs and Mainframe migrations Smarter Applications ● Application Modernization & Connectivity (AMC) Enterprise COBOL Rumba Top Growth Opportunities Application Delivery & Management (ADM) LoadRunner UFT One ALM Octane Value Edge Embedded Security, Al and Analytics Top Products Business Network Smarter Connections ● ● Mid-market and e-invoicing Catalyst Foundation GXS Lens Liaison Trading Grid IT Operations Mgmt. Smarter Digital Operations GreenOps, End-to-End monitoring and Service Mgmt. NOM Service Manager Operations Bridge SMAX Analytics & Al Smarter Decisions IDOL, loT as a Service, LLM Private Cloud IDOL Magellan Vertica © 2023 Open Text 32#33Titanium X: Next Evolution of Information Management $2.5B Investment in Innovation and Cloud Operations by end of F'25 New Information Management Capabilities Climate & Sustainability capabilities Open Text AviatorTM and Large Language Model (LLM) Security and Al built with NetIQ, Voltage, IDOL New Information Management Clouds • Developer Cloud loT Cloud XDR Cloud Micro Focus products offered in all customer deployment options ● ● ● ● ● ● Off-cloud Private cloud ● • Public/SaaS cloud APIs Titanium X Priorities opentext™ Titanium X Releases Accelerating Micro Focus to the Cloud Release 23.2 - Now Available! Fortify Debricked ● ● SMAX • FinOps uCMDB ● ● Release 23.3 - Now Available! OpsBridge Private Cloud ● Release 23.4 - Future • uCMBD private Cloud Release 24.1 - Future Vertica Private Cloud ● Release 24.2 - Future NOM Private Cloud Full Security Cloud Micro Focus 100% private cloud enabled and on 90-day release cycle ● ● Over 9,000 innovation and cloud professionals in more than 20 countries © 2023 Open Text 33#34Our Structured Go To Market Approach Open Text L.O.V.E.TM Model Our Approach to Engaging Customers Strategic Accounts Enterprise Accounts Corporate Accounts Business Accounts Home Accounts opentext™ Top 250 G10K Mid Market SMB Consumer MSP MSSP Support Engaging Through Partners Top 10 Large Sale Partners SAP, Microsoft, AWS, Google, Accenture and more OEM ISV Solution Extension S Open Text Partner Network Strategic Delivery Partners Value Added Resellers through National Distribution © 2023 Open Text 34#35Our 2030 Pledge: Open Text Zero-In opentext™ opentext Zero-In TM Zero Footprint Zero Barriers Zero Compromise ● ● ● ● ● ● ● Committed to climate innovation Zero waste from operations by 2030 Science-based emissions reduction target of 50% net reduction by 2030/net-zero by 2040 Advance Equity, Diversity and Inclusion. (ED&I): Majority Diverse 50/50 for key roles • 40% female in leadership positions. Center on ICT Education and Training. Advance wellness & wellbeing ● ● Zero compromise on what matters most Principle-based approach Annual Report + The Open Text Way © 2023 Open Text 35#36We are Committed to Climate Innovation Report Reduce Reuse Recycle Reshape opentext™ ● ● ● ● Digitize document stores (ECM) Digital workflows (AppWorks, SMAX, eSignature) • Digitize paper trails (BN) ● ● ● ● ● ● Information Management: CO₂ budget, forecasts CMDB: Automatically collect CO₂ actuals for IT / OT assets (UCMDB), using climatiq.io, boavista.com ● Governance and Green Ledger: Inform and optimize to meet CO₂ goals (AMX, ECM) 2 IT and OT Operations monitoring (OpsBridge) Asset lifecycle tracking (BN, AMX) Preventive Maintenance (SMAX) Asset recycling (BN, AMX) Modernize apps (Get off the mainframe) Efficient Dev Ops (Value Edge, Optimized QA) Reshape supply chains (BN) ★Heineken Digitized e-commerce transactions with EDI to automate supply chain operations TOYOTA Fleet electrification (1) See Slide Notes Shell Lubricant recycling and reuse method Be a Climate Innovator Changing how we clean 10,000 pages per tree Information Management can save 1% of the world's trees, over 10 years (1) Saving more than 30 million trees annually (¹) Reduce CoE emissions by 10%, would reduce global temperature by 1 Degree Celsius. © 2023 Open Text 36#37Executive Leadership Team Products & Customers Ted Harrison EVP, Enterprise Sales Sandy Ono EVP, CMO Sales & Demand opentext™ James McGourlay EVP, International Sales Prentiss Donohue EVP, Cybersecurity Sales Muhi Majzoub EVP, Chief Product Officer Paul Duggan EVP, Chief Customer Officer Madhu Ranganathan EVP, CFO Paul Rodgers EVP, Sales Operations Mark J. Barrenechea CEO and CTO Operations Doug Parker EVP, Corporate Development Michael Acedo EVP, CLO & Corporate Secretary Brian Sweeney EVP, CHRO Renee McKenzie EVP, CIO © 2023 Open Text 37#38Slide Notes Throughout this presentation, certain numbers may not foot due to rounding Slide 4 (1) Estimates (dollars in US$ billions) based on market reports from independent industry analysis firms including Gartner and IDC. (2) Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. (3) Enterprise cloud bookings means the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (4) Organic growth is calculated by removing the revenue contribution from newly acquired companies for the first-year post acquisition. (5) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (6) Free Cash Flows on a reported basis. Slide 7 (1) Targeting net leverage ratio of < 3x based on bank covenant methodology. (2) Targeting dividends at rate of approximately 20% of TTM Free Cash Flow. Declaration of dividend subject to Board discretion. Slide 8 (1) Annual recurring revenue (ARR) as a % of total revenues and is defined as the sum of cloud services and subscriptions revenue and customer support revenue. (2) F'24 target year-over-year revenue growth percentage in constant currency. (3) F'26 aspirational revenue represents OpenText's estimate of Total Revenues in constant currency. Slide 9 (1) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms. 10-Q, 10-K and 8-K. Historical data on a reported basis. (2) OpenText's F'24 target A-EBITDA margin and F'26 aspirational EBITDA margin in constant currency. Slide 10 (1) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. Historical data on a reported basis. (2) OpenText's F'24 target FCF and F'26 aspirational FCF in constant currency. Slide 11 (1) Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. (2) Targeting dividends at rate of approximately 20% of TTM Free Cash Flow. Declaration of dividend subject to Board discretion. (3) Based on F'13 to F'23 cumulative dividends paid, and common shares repurchased. (4) Compound annual growth in dividends paid from F'13 to F'23. (5) Targeting annualized dividend of $1.00 per share, subject to quarterly Board approval. Assumes weighted average common share count of 273.1 million for F'24. opentext™ Slide 13 (1) Enterprise cloud bookings as the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (2) CC: Constant Currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. (3) Annual Recurring Revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue. (4) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (5) Renewal rate excludes Carbonite, Zix and Micro Focus. Slide 16 (1) Consolidated Net Leverage Ratio (proforma) is calculated using bank covenant methodology. (2) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (3) Excludes repurchases of common shares in connection with the settlement of awards under the company's long-term incentive plan or other plans. (4) Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. (5) Term Loan B and Acquisition Term Loan are net of mandatory debt repayments only. Slide 17 (1) Includes 5 months of Micro Focus revenue for the period ended June 30, 2023. (2) Estimates based on market reports from independent industry analysis firms including Gartner and IDC. Slide 18 (1) Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. (2) Constant currency is defined as the current period reported revenues represented at the prior comparative period's foreign exchange rate. Slide 20 (1) Projected as of August 3, 2023; this model is not guidance. (2) CC: Constant Currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. (3) Enterprise cloud bookings is the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (4) Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. (5) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (6) FCF on a reported basis. (7) Annual Recurring Revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue. (8) Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. Slide 21 (1) Annual Recurring Revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue. (2) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. Slide 22 (1) As of August 3, 2023. Estimates represent when savings, expenses and charges are expected to be substantially actioned or incurred. Subject to change. (2) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (3) Actioned includes notified. Slide 23. (1) Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. (2) Excluding mandatory debt repayments. Slide 24 (1) Revenue and Enterprise Cloud Bookings % are year-over-year comparisons. (2) Enterprise cloud bookings as the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (3) Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. (4) Annual Recurring Revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue. (5) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (6) FCF is on a reported basis. (7) Declaration of dividend subject to board discretion. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. (8) Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. Slide 25 (1) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (2) F'24 Target and F'26 Aspirations as of August 3, 2023. Subject to change. (3) Compound annual growth in free cash flows from F'23 to F'26. Slide 36. (1) Based on internal OpenText estimates. © 2023 Open Text 38#39opentext™#40Appendix A Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results. Reconciliations of Non-GAAP financial measures for future periods are not provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. Open Text strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non- GAAP measures defined below. Non-GAAP-based net income and Non-GAAP-based EPS, attributable to Open Text, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to Open Text, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income (loss), attributable to Open Text, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue. The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non- operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP. The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends. In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of Open Text's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. See historical filings, including the Company's Annual Reports on Form 10-K, for reconciliations of certain Non-GAAP measures to GAAP measures. The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to F'24 targets and F'26 aspirations, including A-EBITDA, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. opentext™ © 2023 Open Text 40#41Summary of Quarterly Results with Constant Currency (In millions U.S. dollars, except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues* License Professional service and other Total revenues GAAP-based operating income Non-GAAP-based operating income (1) GAAP-based net income (loss), attributable to OpenText GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) Q4 FY¹23 $451.7 705.3 $1,156.9 228.8 105.1 $1,490.8 $121.3 $431.7 ($48.7) ($0.18) $0.91 $462.8 $115.3 $91.2 Q4 FY'22 $411.6 328.3 $739.9 94.7 67.8 $902.5 $137.6 $291.0 $102.2 $0.38 $0.80 $313.6 $251.9 $213.8 $ Change $40.1 376.9 $417.0 134.1 37.3 $588.4 ($16.3) $140.8 ($150.9) ($0.56) $0.11 $149.2 ($136.6) ($122.5) % Change 9.7 % 114.8 % 56.4 % 141.6 % 54.9 % 65.2 % (11.8) % 48.4 % (147.7) % (147.4) % 13.8 % 47.6 % (54.2) % (57.3) % Q4 FY¹23 in CC* $455.4 711.4 $1,166.8 229.2 106.3 $1,502.3 N/A $421.5 N/A N/A $0.88 $452.7 N/A N/A % Change in CC* Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements. *CC: Constant Currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. ** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. opentext™ 10.6 % 116.7 % 57.7 % 142.0 % 56.7 % 66.5 % N/A 44.9 % N/A N/A 10.0 % 44.3 % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. © 2023 Open Text 41#42Summary of Year to Date Results with Constant Currency % Change in CC* (In millions U.S. dollars, except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring evenues License Professional service and other Total revenues ** GAAP-based operating income Non-GAAP-based operating income (1) GAAP-based net income, attributable to OpenText GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) FY'23 $1,700.4 1,915.0 $3,615.4 539.0 330.5 $4,485.0 $516.3 $1,365.3 $150.4 $0.56 $3.29 $1,472.9 $779.2 $655.4 FY'22 $1,535.0 1,331.0 $2,866.0 358.4 269.5 $3,493.8 $644.8 $1,176.9 $397.1 $1.46 $3.22 $1,265.0 $981.8 $888.7 $ Change $165.4 584.1 $749.5 180.7 61.0 $991.1 ($128.5) $188.4 ($246.7) ($0.90) $0.07 $207.9 ($202.6) ($233.3) % Change 10.8 % 43.9 % 26.2 % 50.4 % 22.6 % 28.4 % (19.9) % 16.0 % (62.1) % (61.6) % 2.2 % 16.4 % (20.6) % (26.3) % FY'23 in CC* $1,739.1 1,978.8 $3,717.9 555.4 344.1 $4,617.4 N/A $1,387.5 N/A N/A $3.37 $1,495.8 N/A N/A 13.3 % 48.7 % 29.7 % 55.0 % 27.7 % 32.2 % N/A 17.9 % N/A N/A 4.7 % 18.2 % Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements. *CC: Constant Currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. ** opentext™ N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. © 2023 Open Text 42#43Reconciliation of Selected Non-GAAP Measures | Q4 FY'23 Three Months Ended June 30, 2023 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for (recovery of) income taxes GAAP-based net loss / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ GAAP 166,394 86,695 90,498 77,045 1,064,014 249,958 333,244 136,866 121,285 70,222 121,287 (25,355) (1,212) (48,734) (0.18) GAAP % of Total Revenue Adjustments FN 71.4% (2,876) (1) (1,213) (1) (1,826) (1) (77,045) (2) 82,960 (3) (13,584) (1) (13,467) (1) (8,938) (1) (121,285) (2) (70,222) (4) 310,456 (5) 25,355 41,240 (6) (7) 294,571 (8) 1.09 (8) Non-GAAP 163,518 85,482 88,672 1,146,974 236,374 319,777 127,928 431,743 40,028 245,837 0.91 Non-GAAP % of Total Revenue 76.9% © 2023 Open Text 43#44Reconciliation of Selected Non-GAAP Measures | Q4 FY'23 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based income from operations stated in dollars. 2 3 4 5 6 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective on our ongoing business and operating results. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 2% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income (loss). Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net loss to Non-GAAP-based net income: 8 GAAP-based net loss, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based recovery of income taxes Non-GAAP-based recovery of income taxes Non-GAAP-based net income, attributable to OpenText opentext™ $ $ Three Months Ended June 30, 2023 Per share diluted (0.18) (48,734) $ 198,330 41,904 70,222 25,355 (1,212) (40,028) 245,837 $ 0.73 0.15 0.26 0.10 (0.15) 0.91 © 2023 Open Text 44#45Reconciliation of Selected Non-GAAP Measures | FY'23 Year ended June 30, 2023 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%)/ Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ GAAP 590,165 209,705 276,888 223,184 3,168,393 680,587 948,598 419,590 326,406 169,159 516,292 34,469 70,767 150,379 0.56 GAAP % of Total Revenue Adjustments FN 70.6% $ (10,664) (1) (3,627) (1) (6,998) (1) (223,184) (2) (3) 244,473 (39,065) (1) (41,710) (1) (28,238) (1) (326,406) (2) (169,159) (4) 849,051 (5) (6) (34,469) 74,261 (7) 740,321 (8) 2.73 (8) Non-GAAP 579,501 206,078 269,890 3,412,866 641,522 906,888 391,352 1,365,343 145,028 890,700 3.29 Non-GAAP % of Total Revenue 76.1% © 2023 Open Text 45#46Reconciliation of Selected Non-GAAP Measures | FY'23 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 5 GAAP-based and Non-GAAP-based income from operations stated in dollars. 2 4 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in 6 investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective on our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 32% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. 7 Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based recovery of income taxes Non-GAAP-based net income, attributable to OpenText opentext™ Year ended June 30, 2023 Per share diluted 0.56 150,379 $ 549,590 130,302 169,159 (34,469) 70,767 (145,028) 890,700 $ 2.03 0.48 0.63 (0.13) 0.26 (0.54) 3.29 © 2023 Open Text 46#47Reconciliation of Selected Non-GAAP Measures | Q4 FY'22 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%)/ Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ GA GAAP 133,785 571 55,436 46,274 633,793 118,931 185,985 85,958 56,341 26,281 137,591 (19) (5,005) 102,196 0.38 Three Months Ended June 30, 2022 GAAP % of Total Revenue Adjustments FN Non-GAAP 70.2% (2,213) (1) (768) (1) (1,465) (1) (46,274) (2) (3) 50,720 (7,186) (1) (7,251) (1) (5,582) (1) (56,341) (2) (26,281) (4) 153,361 (5) 19 (6) 40,090 (7) 113,290 (8) 0.42 (8) 131,572 29,803 53,971 684,513 111,745 178,734 80,376 290,952 35,085 215,486 0.80 Non-GAAP % of Total Revenue © 2023 Open Text 75.9% 47#48Reconciliation of Selected Non-GAAP Measures | Q4 FY'22 FOOTNOTES Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. 1 2 Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 5 GAAP-based and Non-GAAP-based income from operations stated in dollars. 4 6 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 5% and a Non-GAAP-based tax rate of approximately 26%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net $ GAAP-based recovery of income taxes Non-GAAP-based recovery of income taxes Non-GAAP-based net income, attributable to OpenText $ opentext™ Three Months Ended June 30, 2022 Per share diluted 0.38 102,196 $ 102,615 24,465 26,281 19 (5,005) (35,085) 215,486 $ 0.38 0.09 0.10 (0.02) (0.13) 0.80 © 2023 Open Text 48#49Reconciliation of Selected Non-GAAP Measures | FY'22 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ 69 GAAP 511,713 121,485 216,895 198,607 2,431,643 440,448 677,118 317,085 217,105 46,873 644,773 29,118 118,752 397,090 1.46 Year Ended June 30, 2022 GAAP % of Total Revenue Adjustments FN 69.6% (5,285) (1) (2,399) (1) (3,740) (1) (198,607) (2) 210,031 (3) (17,122) (1) (22,628) (1) (18,382) (1) (217,105) (2) (46,873) (4) 532,141 (5) (29,118) (6) 23,913 (7) 479,110 (8) 1.76 (8) GA Non-GAAP 506,428 119,086 213,155 2,641,674 423,326 654,490 298,703 1,176,914 142,665 876,200 3.22 Non-GAAP % of Total Revenue 75.6% © 2023 Open Text 49#50Reconciliation of Selected Non-GAAP Measures | FY'22 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based income from operations stated in dollars. 6 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. 2 4 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 23% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to Open Text Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based recovery of income taxes Non-GAAP-based net income, attributable to OpenText $ opentext™ Year Ended June 30, 2022 Per share diluted 1.46 397,090 $ 415,712 69,556 46,873 (29,118) 118,752 (142,665) 876,200 $ 1.52 0.26 0.17 (0.11) 0.44 (0.52) 3.22 © 2023 Open Text 50#51Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) FY'23 FY'22 GAAP-based net income (loss), attributable to Open Text Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income (loss) margin Adjusted EBITDA margin (% of total revenue) (In '000's U.S. dollars) GAAP-based cash flows provided by operating activities $ opentext™ $ $ $ Add: Capital expenditures Free cash flows (1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. $ Q4 FY'23 (48,734) $ (1,212) 145,829 77,045 121,285 31,152 41,904 70,222 25,355 462,846 $ 1,490,830 (3.3)% 31.0% Q4 FY'23 $ 115,301 $ (24,060) 91,241 $ Q4 FY'22 102,196 $ (5,005) 40,342 46,274 56,341 22,706 24,465 26,281 19 313,619 $ 902,454 $ 11.3% 34.8 % Q4 FY'22 251,940 $ (38,172) 213,768 $ 150,379 $ 70,767 329,428 223,184 326,406 107,761 130,302 169,159 (34,469) 1,472,917 $ 4,484,980 3.4 % 32.8% FY'23 $ 779,205 $ (123,832) 655,373 $ 397,090 118,752 157,880 198,607 217,105 88,241 69,556 46,873 (29,118) 1,264,986 3,493,844 11.4 % 36.2% FY'22 © 2023 Open Text 981,810 (93,109) 888,701 51#52Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) FY'14 FY'19 FY'20 FY'21 Adjusted EBITDA GAAP-based net income, attributable to OpenText Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) Free Cash Flows GAAP-based cash flows provided by operating activities (1) Add: Capital expenditures (2) Free cash flows $ opentext™ $ 218,125 $ 234,327 $ 58,461 27,934 69,917 81,023 35,237 19,906 31,314 (3,941) 537,976 FY'15 417,096 $ 1,624,699 $ 1,851,917 13.4 % 12.7 % 33.1 % 33.7 % (42,268) 374,828 31,638 54,620 81,002 108,239 50,906 22,047 12,823 28,047 $ 623,649 $ 522,055 FY'16 284,477 6,282 76,363 (776,364) 120,892 74,238 130,556 113,201 150,842 54,929 64,318 25,978 30,507 34,846 63,618 (15,743) 1,423 $ 671,737 $ 794,285 $ 1,824,228 15.6 % 36.8 % FY'17 $ 1,025,659 (77,046) (70,009) $ 445,009 $ 453,654 523,663 $ $ 2,291,057 44.8 % 34.7 % 440,353 FY'18 242,224 $ 285,501 $ 234,225 143,826 138,540 185,868 184,118 86,943 27,594 29,211 (17,973) $ 1,020,351 $ 2,815,241 8.6 % 36.2% 154,937 136,592 183,385 189,827 97,716 26,770 35,719 (10,156) $ 1,100,291 $ 2,868,755 10.0 % 38.4 % 708,081 $ 876,278 110,837 146,378 205,717 219,559 89,458 29,532 100,428 11,946 $ 1,148,080 $ 3,109,736 $ 7.5 % 36.9 % 954,536 (63,837) (72,709) (79,592) (105,318) $ 360,761 $ 602,763 $ 812,441 $ 881,827 310,672 339,906 151,567 218,796 216,544 85,265 51,969 1,748 (61,434) $ 1,315,033 $ 3,386,115 $ 9.2 % 38.8 % (1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. Fiscal years 2014-2020 have been adjusted retrospectively to conform to current period presentation while fiscal years 2012-2013 are presented prior to adoption of ASU 2016-18. (2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows. (63,675) S 812,445 876,120 $ FY'22 118,752 157,880 198,607 217,105 88,241 69,556 46,873 (29,118) $ 1,264,986 397,090 $ 150,379 $ 3,493,844 11.4 % 36.2 % 981,810 FY'23 70,767 329,428 223,184 326,406 107,761 130,302 169,159 (34,469) $ 1,472,917 $ 4,484,980 3.4 % 32.8% $ 779,205 © 2023 Open Text (93,109) (123,832) $ 888,701 $ 655,373 52#53opentext™

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

1st Quarter 2021 Earnings Presentation image

1st Quarter 2021 Earnings Presentation

Technology

Rackspace Technology Q4 2022 Earnings Presentation image

Rackspace Technology Q4 2022 Earnings Presentation

Technology

CBAK Energy Technology Investor Presentation image

CBAK Energy Technology Investor Presentation

Technology

Jianpu Technology Inc 23Q1 Presentation image

Jianpu Technology Inc 23Q1 Presentation

Technology

High Performance Computing Capabilities image

High Performance Computing Capabilities

Technology

SOLOMON Deep Learning Case Studies image

SOLOMON Deep Learning Case Studies

Technology

1Q20 Earnings image

1Q20 Earnings

Technology

Nutanix Corporate Overview image

Nutanix Corporate Overview

Technology