On this call today by our CFO, Stephen Doyle, who will speak in a little while. I'm sure many of you have seen this morning's release to the ASX. The aim of this call is to provide the opportunity for some Q&A after our initial remarks. We have now closed out our Q3 and analyzed the impact on Nuix's Q4 and the full year forecast. As we have previously stated, we wanted to be as informative and transparent as possible with the market and our investors in a timely manner. Following our usual deep dive on the business and the outlook post the end of a quarter, we have determined that we should update the Nuix full year forecast to a range between AUD 180 million and AUD 185 million, down from the previous forecast of AUD 193 million.
Operating expenditures continued to be well controlled and are anticipated to offset the lower revenues anticipated for the full year, with EBITDA coming in above our prospectus forecast. I'll now provide some background to the reasons for this change. Firstly, as many of you are aware, we use a run model to describe our statutory revenue. Renewals, the basis of ARR, if you will, upsell additional capacity for existing customers and new being net new customers beginning their journey with Nuix. I'm pleased to reaffirm we are on target to achieve our renewals and continue to win new enterprise deals with blue-chip customers in all markets, and Stephen will provide some more color, some more detail on that later. During our first half results call, we noted the challenge to increase upsells significantly in our second half in order to reach our full year forecast at the time.
Quarter three gave us some important insights in and around our upsell, particularly from conversations with many clients, including some of our largest, regarding their intentions to buy additional software, i.e. upsell, and the timing of those decisions. Over the last few weeks, we've noted a couple of key trends. Firstly, the recovery in new casework, if you will, or matters, and working through the COVID backlog that exists in law firms and in the courts and within our advisory and service provider clients, was not going to drive the increase in capacity, upsell, if you will, again, previously forecast from our pipeline. On the positive side, these conversations influenced our clients to assess more critically a shift to consumption models. Now, consumption models talk to gigabytes processed through the Nuix Engine or Software-as-a-Service, which we use for our eDiscovery review product.
As to line their work, if you will, to more closely to license usage. This shifting informs the variance from our earlier forecast on upsell. However, the adoption of consumption models accrues future benefits over a simple pay-per-use model because Nuix consumption licenses require a client to a minimum commitment over the term and an annualized payment for any overages that they incur. Increasing consumption or Software-as-a-Service orders and revenue is, therefore, a positive for Nuix. In addition, I want to speak to multi-year deals, a key part of our business. As we outlined at the half one results briefing, multi-year deals as a percentage of revenue in half one were 23% of revenue, which was against an initial forecast in the prospectus of 15%.
This is a strong indicator of clients' confidence and trust in Nuix and for clients' certainty in their ongoing license cost over this term. However, it does create lumpiness in Nuix's statutory revenue. This trend of strong multi-year deal flow continues, particularly in the corporate domain or corporate sector, where several new clients that have signed year to date have included multi-year commitments across subscription, consumption, and Software-as-a-Service. What we're calling a hybrid model where some of their data is behind the firewall, hosted consumption, and some of it's in a Software-as-a-Service model. As we previously discussed, a key pillar of our strategy is to offer customers choice in how they consume Nuix. This is a competitive advantage to us. Many of the new business deals were Software-as-a-Service consumption-based and indeed creates a positive trend for Nuix.
Overall, new customer revenue is up over the prior comparable period, and average order size has grown significantly. Given the impact of month-to-month revenue with annual commitments and multi-year deals, it results also in changes to the ACV profile, which Stephen can talk to as well. I want to finish my talk or comments by emphasizing our new customer growth is very strong. Our franchise of customer brands is second to none, and our confidence in the business therefore remains very strong indeed. In fact, the engineering and product teams will add some significant additional capacity this quarter to accelerate some exciting new developments as we move more of our solutions, including the Nuix Engine, to a cloud infrastructure.
We also have a very active pipeline of M&A to bring new technology and use cases to our customers, and we look forward to talking to you more about that in the future. I now hand over to Stephen to provide further detail on our forecast, and at the end of his comments, we'll open up for some time for questions. Thank you.
Thanks, Rod. Good morning to everyone. Thanks for joining us. Let's just jump off the springboard into some prepared financial remarks. As Rod said, we'll cover those off pretty quickly before we go to open Q&A. As you know, our business operates on a run model that Rod spoke to, renewals, upsell, and new. Year-to-date renewal rates are high. They're in the high 90s. We are forecasting attaining the prospectus forecast for renewals. Year-to-date new business revenue is on track. It's at AUD 19.3 million versus the AUD 29 million prospectus forecast. We are forecasting attaining the prospectus forecast for new. We will not attain the upsell prospectus forecast as Rod just discussed. This is the reason for the statutory revenue decrease of AUD 8.5 million-AUD 13.5 million and the ACV decrease of AUD 22 million-AUD 29 million. What's the reason for not attaining upsell prospectus forecast?
Quite simply, the migration of customers to consumption and SaaS is happening faster than expected. When customers migrate off all-you-can-eat fixed price contracts, there can be a natural downsell first. This is followed by a recalibration period where usage increases and then upsell follows, which is now under the new contract accordingly paid for. Why are customers migrating faster than expected? Customers see Nuix as a logical choice as they embark on their cloud journey at their own pace. They penetrate new markets that they may not otherwise be in or supported, and they seek to align their investment to Nuix to match their consumption's consumption patterns and/or they adopt our Discover product for reviewing and analyzing customer data. What are the consequences to revenue, ACV and EBITDA? Well, having less upsell from our customer base impacts both stat rev and ACV, but in different manners.
It's worth mentioning again, when customers migrate off all-you-can-eat fixed price contracts, there can be natural downsell first. For stat rev, the downsell has been offset, as Rod mentioned, by continued strong multi-year deals in our year-to-date results. However, for ACV, the consequences are most pronounced since the data consumption run rate uptick has not yet come to fruition. As you know, the last month's run rate x1 2 is used to calculate ACV. That is why you see an AUD 8.5 million-AUD 13.5 million reforecast for stat and a more material AUD 22 million-AUD 31 million reforecast for ACV. In summary, the stat rev range is AUD 180 million-AUD 185 million, down from AUD 193.5 million, and the reforecasted ACV range is AUD 168 million-AUD 177 million, down from AUD 199 million.
On a positive note, EBITDA pro forma forecasted range has been revised up from AUD 63.6 million to a range of AUD 64.6 million-AUD 65.6 million. Some concluding remarks for consideration. The migration of our customers to consumption and coming off fixed price contracts is a positive trend. However, it requires some courage and patience because of the short-term headwinds that are created to revenue. Whilst we've not yet seen the uptick, we are confident as customers progress on their consumption and cloud journey at their own pace, we will see upsell return to well-established historical run rates. Zoe, would you please open the floor for questions, please?
Thank you. If you wish to ask a question, please press star one on your telephone and wait for your name to be announced. If you wish to cancel your request, please press star two. If you are on a speakerphone, please pick up the handset to ask your question. Your first question comes from Josh Clark with QVG Capital. Please go ahead.
Hi, guys. Just hoping to understand your EBITDA guidance a little bit better. Could you just give us the expected level of capitalized expense? Maybe along a similar vein, just the amount of EBITDA that you'd expect to convert to free cash for the year, please.
Okay. Hey, Josh. Thanks for the question. Our capitalization rate is on track to prospectus forecast. If not, it may have come down a little bit because of a bit of a mix between headcount costs and other costs, but it's more or less in line with that as a percentage. In terms of cash flow, we're holding our prospectus cash position of AUD 67 million. No change to that on the basis of the reforecast presented today.
Great. Thank you.
Thanks, Josh.
Thank you. Your next question comes from Stewart Oldfield with Field Research. Please go ahead.
G'day. Thanks for this morning's update. Just the announced merger of Consilio and Xact Data Discovery overnight. Is it more likely that Nuix is going to be participating in M&A activity going forward?
Thanks, Stewart. Yes, we did see the announcement of that change of ownership. Now it's important to characterize that organization as a service provider, not a software company per se. There has been ongoing consolidation across the service provider community over the last few years, including, as they said in their statement, that they'd participated that as well. For us, in most cases, those companies that consolidate are in fact Nuix service provider support partners, and we in fact have nearly 60 of them across our full range of customers. We would expect, and we've had conversations with them that our relationship continues and grows as they make forward moves.
Our M&A activity, as we've said in the prospectus, is focused on firstly being able to add technology where it makes a better decision to buy versus build or partner, that enhances our offering in our current markets, and also to participate. Sometimes there may be opportunities to acquire customer activity where a legacy technology could be replaced with Nuix. To a lesser extent, I think that we would, in the near term, be participating in roll-ups of that. Our stated position is that we are a software company first and foremost, and it's not on our agenda today to participate in acquiring services-based businesses.
Got it. Were you pleasantly surprised by the valuation put on Relativity by the recent private equity investment?
Well, I wasn't surprised we had done our own numbers based, I'm not sure that has much relevance. It's good to see that people continue to see that these legal technology that supports the legal, corporate, government, and service provider community is highly valued, as is ours and others.
Got it. The final question is just in relation to today's announcement. Has there been any scale back by the number of usage of Nuix technology by KPMG?
No. In fact, our discussions with KPMG, which obviously to a large extent are confidential, is consistent with the general trend, is that new use cases are coming to offer them and us opportunity in the market.
All right. Thank you.
Thank you. There are no further questions at this time. I'll then now hand back to Mr. Vawdrey for closing remarks. Sorry, pardon me. I do have another questioner, Prasad Patkar with Platypus AM. Please go ahead.
Hey, Prasad, you've got the floor.
Sorry, I was on mute. Apologies. Thank you for taking the question. I just wanted to get some historical context on the profile for when a customer migrates from fixed price all you can eat to a consumption-based model, that downsell and a reset lower and the growth profile from that point on. How does that work out? How has that worked out historically?
Generally speaking, it's specific to the customer and the arrangement they have. In the case of, there was a significant change in the last quarter from a customer moving across away from an all you can eat to pay as you use, I suppose, in the different forms of flexible license we offer, whether they move to subscription or modules, whether they move to consumption or whether they move to Software-as-a-Service. We tend to work with each client individually on minimizing any potential downsell by doing very careful analysis with them on their usage. In fact, it almost works in the opposite way in terms of the data. The data tends to show that the client has used a lot of more Nuix than they would be if they started their journey with us as a traditional module customer.
I guess their temptation is to say, "We want to stay on all you can eat because we're eating more than what we're paying for." The reality is we've made it clear over the last couple of years that all of those foundation customers who enjoyed that should move off those licenses, and that's been a very successful trend. If the mix of licenses changes to your specific question, and they were an all you can eat customer that was using our module licenses, and they moved to a consumption or SaaS model, the downsell is more actually likely to be a shift in when the revenue is recognized, because if they move to a large component of SaaS, it'll be recognized over the life of the journey. Sorry about the complexity of that, but there's quite a few dimensions to that question.
Okay, thanks. I might flesh that out a little bit later. Thank you.
Thank you. Your next question comes from Michael Evans with Quest Asset Partners. Please go ahead.
Thanks very much. Hi, Rod and Stephen. I've just got a question about, if we look at, there's a number of listed U.S. providers in this general eDiscovery software provision, and some seem to be growing very strongly and others are not. I put you, obviously, you've announced today that your revenue will be up 3%. Should we draw conclusions that there's a product differentiation? Elastic reporting 35%-40% growth in the last year. Is it a product differentiation? Is it a capacity issue? Are there reasons why we're seeing such differentiated growth rates?
I obviously can't comment on other companies specifically, as we haven't mentioned them. As a general trend, we're a mature player in the eDiscovery sector of the market that we operate in. We've been in that business for a long time now. We've had really good growth throughout that period. Most of our growth profile in recent times has changed as a result of some of the changes we've made as we move to SaaS and consumption, and move away from traditional term licenses. The other part of that question goes to the fact that there are some emerging vendors, typically startup small vendors, that obviously if we're talking about growth percentages, are probably having high growth because they're in startup mode, and they're usually around the Software-as-a-Service model.
As we've outlined, we've invested significantly to be able to participate in that emerging market of Software-as-a-Service and consumption. Obviously, those areas are growing faster than in terms of new license type. The other thing is that we're not a single market-focused organization at eDiscovery. With our focus on government regulatory environments, forensics, and of course, the emerging and really big opportunity with Governance, Risk, and Compliance, represents for us going forward, a very significant growth opportunity.
Thank you.
Thank you. Your next question comes from Jared Pohl with ECP Asset Management. Please go ahead.
Good morning, Rod. Good morning, Stephen.
Hey, Jared.
Stephen, this one's for you. I think I missed, or sort of came in a little bit late to your question about the ACV profile change. If you could just correct me if I misheard what you were saying, but the way you defined ACV was the last month's run rate x12. I'm hoping you can just clarify that for me, because I thought it was a little bit more complicated than that.
Yeah, it is.
Yeah. If you could just [crosstalk] sort of run through the change to ACV profile again, just because I didn't get it. Sorry.
Yeah, okay. The preceding part to that conversation around how you calculate ACV is for the consumption or the data under management, which is the run rate that is then prevailing in that particular month, at which point the ACV calc is calculated. Given, and the context was around upsell. Upsell doesn't always come until the capacity commitment has been surpassed, when they come off the annual contracts. There's some downsell that occurs initially. The uptick then comes in the upsell. If that is occurring at a slower rate than we'd anticipated, therefore the kicker effect that you get from that last month's run rate of data under management and data usage is not taken to ACV. That was the context there about timesing that last month run rate for that element of consumption in our business.
Right, okay. It's specific to consumption only, not the rest of.
Yeah. Well, yeah. As you know, this is something we can talk to more later. Your other question, does that help answer the second part to your question?
Yeah. We can run through it a bit later, but I was just a bit concerned there that I was miscalculating ACV, where it could've been a lot more simple than it is. Thank you for clarifying. Yeah.
Thanks, Jared.
Thanks, Jared.
Thank you. Your next question comes from Mason Thomas with Ausbil. Please go ahead.
Yeah, good morning. Just quickly, you mentioned that the shift to consumption comes with an initial downsell. Was the downsell unusual in its quantum this time over the last month or so?
I'll let Stephen answer that specifically. I'll just add the first part is that it doesn't always mean a downsell. Sometimes the rollover from modules to consumption is an increase. I think, Stephen, you maybe want to answer it specifically to the recent activity.
Yeah, exactly Rod. Thanks for that. Look, it depends on how it's priced and packaged by a particular customer. We hold the annual value. There is sometimes a drop-off depending on how it's priced and packaged for that particular customer or that cohort of customers. We have seen encouraging signs where customers are coming up. Not all of them are coming up. Others are just doing it at their own pace. I think the other part is that when we look at the seasonality of our upsell, it traditionally happens in Q4. We really just want to see more evidence coming through from our customers that they're on that same trajectory as some of the early adopters are, before we really want to commit to the stronger upsell rate coming and uptick coming back to fruition.
I think just to add to Stephen's comment, just one little thing is that there is a real downsell and then there's a theoretical downsell. A theoretical downsell happens when you move from modules to SaaS, Software-as-a-Service, where it's recognized over a different period. That creates a downsell in this year, but if the year was over different months, it'd have a different impact. It's the shift to being able to recognize revenue all upfront versus being able to recognize it on a time-based model. Next question.
Right. Okay. sorry. Given that you do generate a significant portion of your revenue in the Q4, are you confident that today's earnings update is sufficiently conservative to take into account potential risks in Q4 if activity levels don't meet your expectations?
Yes.
Okay. All right, thanks.
Thank you. There are no further questions at this time. I will now hand back to Mr. Vawdrey for closing remarks.
Thank you everyone for joining us on the call. If you want to reach out through our investor relations on any follow-up questions, we'd be more than happy to engage. Thank you for your time this morning.