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Earnings Call: Q2 2020

Jan 30, 2020

Operator

Thank you for standing by. This is the conference operator. Welcome to the Open Text Corporation's second quarter fiscal 2020 conference call. As a reminder, all participants are in listen-only mode, and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. To join the question queue, simply press star and one on your touch-tone phone. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. I would now like to turn the conference over to Harry Blount, Senior Vice President, Investor Relations. Please go ahead.

Harry Blount
Senior VP of Investor Relations, OpenText

Thank you, Ariel, good afternoon, everyone. On the call today is OpenText Chief Executive Officer and Chief Technology Officer, Mark J. Barrenechea, and our Executive Vice President and Chief Financial Officer, Madhu Ranganathan. We have some prepared remarks, which will be followed by a question-and-answer session. This call will last approximately 60 minutes, with a replay available shortly thereafter. I would like to take a moment and direct investors to the investor relations section of our website, investors.opentext.com, where we have posted two presentations that will supplement our prepared remarks today. First, our strategic overview deck titled OpenText Investor Presentation January 2020. The second, titled Q2 FY 2020 Financial and Business Results, includes information and financials specific to our quarterly results, notably our updated quarterly factors on page eight.

In February and March, OpenText management is pleased to meet with investors throughout Canada and the United States. We look forward to attending the following conferences: The Eight Capital Digital Disruption Forum on February 27th in Toronto, the Morgan Stanley Technology, Media, and Telecom Conference on March 3rd in San Francisco, and CIBC's Tech Tour on March 5th in Ottawa. Please feel free to reach out to me or the IR team for additional information. Now I will proceed with the reading of our safe harbor statement. Please note that during the course of this conference call, we may make statements relating to the future performance of OpenText that contain forward-looking information. While these forward-looking statements represent our current judgment, actual results could differ materially from a conclusion, forecast, or projection in the forward-looking statements made today.

Certain material factors and assumptions were applied in drawing any such statement. Additional information about the material factors that could cause actual results to differ materially from a conclusion, forecast, or projection in the forward-looking information, as well as the risk factors that may project future performance results of OpenText, are contained in OpenText recent Forms 10-K and 10-Q, as well as in our press release that was distributed earlier this afternoon and which may be found on our website. We undertake no obligation to update these forward-looking statements unless required to do so by law. In addition, our conference call may include discussions of certain non-GAAP financial measures. Reconciliations of any non-GAAP financial measures to their most directly comparable GAAP measures may be found within our public filings and other materials, which are available on our website.

With that, I will hand the call over to Mark.

Mark J. Barrenechea
CEO and CTO, OpenText

Thank you, Harry. Good afternoon to everyone, and thank you for joining today's call. There are a variety of key topics I'd like to discuss today. Our strategy, including the momentum of our cloud business and how the intelligent edge is going to play a larger role for OpenText. Second, Carbonite and our roadmap ahead. I'd like to discuss today our strong Q2 results, our go-to-market opportunity and partner strategy, the general M&A environment as we see it. We introduced a guiding principle of durable in September 2019. I plan to spend some time on that today and the OpenText operating model. Lastly, our financial outlook, both short and longer term. Let me jump right in and speak to the strategy, the cloud, and what I call the intelligent edge.

We have successfully transformed into a modern cloud company, servicing the information needs of the world's largest enterprises and governments. With Carbonite, we will bring the cloud and information management to customers of all sizes. From zero cloud revenue in 2012 to today, our cloud business has grown at a 30% CAGR, and the OpenText cloud is on track to be the largest business segment in fiscal 2021, approaching 3x our license business and larger than our maintenance business. We've built a cloud business and delivered incredible growth while expanding license, expanding maintenance, expanding adjusted EBITDA, and expanding cash flows. Our guide was to find new revenue dollars, not substitute an existing dollar for another one. This highlights our culture, the OpenText way, and the OpenText business system.

We now have three primary cloud businesses of scale and significant total growth opportunities within each: Business Network, Content Services, and Cyber Resilience. The Business Network. We have one of the world's largest and most advanced business networks. The business is benefiting from the structural changes in global trade, increase in changing tariffs, privacy, compliance, and ethical trade. Secular trends are not likely to change any time soon. Content Services. We're in a data economy. You can't create an information advantage unless you have all the right data in the right place at the right time, in the same business context, and always keep it up to date. Our Content Services business is benefiting from the move to digitize, standardize, and centralize information from all sources, human and machine, structured and unstructured, to create a sustainable information advantage.

We are the market and innovation leader in Content Services, both in the cloud and off cloud. Cyber Resilience. We're also in a distributed nomadic data economy, with data generated from billions of humans at endpoints inside and outside their organizations, including suppliers, partners, customers, and contractors. This environment creates significant challenges for corporate security officers to protect their environments. The Carbonite Security Cloud enables us to offer holistic security solutions to enterprise customers in all the endpoints that touch their network, including small, medium businesses, and professional consumers. We continue to drive rapid innovation across all of our cloud platforms. The upcoming release of Cloud Editions is an important waypoint on that journey. With 20.2, we have more SaaS services, and customers will never have to upgrade again. Our cloud business has never been stronger, and partners and customers alike are recognizing our leadership position.

We connected with thousands of customers and prospects on our recent 24-city cloud tour. The shift to the cloud has profound long-term business impacts, that enables us to simplify our go-to market, improve sales productivity, drive speed to market, and increase responsiveness to real-time changing customer needs. The net effect is higher customer renewal rates and satisfaction, and increasing annual renewal rates or ARR, annual recurring revenues, ARR, and increasing the predictability of the business. To reinforce this shift, check out our new homepage on www.opentext.com. You'll see four simple tiles now on our homepage. Log on to the OpenText Cloud. I encourage you to click on it and see the 15 SaaS services we have live off opentext.com. Second tile, get support, third tile, the developer, and fourth, contact us. It's not just about the cloud. It is also about the edge, the intelligent edge.

Some estimates speak to 1 trillion endpoints over the next 10 years by 2030, including all vehicles, machinery, engines, brake systems, medical devices, wearables, smart cell phones, laptops, tablets, robots, and more. The edges define the shape of the cloud. It defines where humans innovate, work, and play. It defines the expanding role machines will have in our society. With Carbonite, OpenText can uniquely offer cloud and edge solutions for intelligent, connected, and secure information management. Let me give you a big number, 100 million. OpenText software is now running on 100 million endpoints by our estimates. This is opportunity in its purest form. As I like to say, "It's your edge. Own it." We'll also see the benefits of this scale. We have a clear path to drive our cloud business.

We expect cloud margins to expand from the high 50s into the mid 60s, supporting our fiscal year 2022 aspirations. Finally, I think it's important to recognize that we have given our customers choice on how they want to do business with us in the cloud and off cloud. We have successfully grown our cloud business without sacrificing our license revenues or margins. Let me turn to Carbonite. I'm pleased to announce that we completed the acquisition of Carbonite on December 24th. I welcome our new employees, customers, and partners to OpenText. Carbonite is a leading provider of cloud-based subscription backup, disaster recovery, endpoint security, and threat intelligence. Combining Carbonite's data protection, backup, and document retention, endpoint protection, and threat intelligence solutions, and our gold standard EnCase products will provide a comprehensive Cyber Resilience solution for customers that we believe is unmatched in the industry.

That's why we use the term Cyber Resilience. The acquisition is our most significant since the purchase of Dell EMC of its Enterprise Content Division, including Documentum, and significantly enhances OpenText business mix and predictability. It's strategic on multiple vectors, I'd like to walk through them today. First, Carbonite brings us leadership in a third pillar, the large and growing Cyber Resilience market, complementing our leadership positions in Content Services and Business Network. Second, it is expected to increase the annualized run rate of our cloud subscription businesses significantly and improve the future productivity, predictability rather, of our revenue stream. Third, Carbonite brings 16,000 new channel partners to OpenText in a new route to market that complements our strong enterprise sales capabilities. With Carbonite, we can now deliver world-class information management solution to customers of all shapes and sizes.

Fourth, we evolve from EIM to IM, from enterprise information management to information management, expanding our vision of products to, again, all size customers from the largest enterprises, governments, mid-size companies, small companies, and professional consumers. To round out our strategic rationale. The cloud opportunity is, of course, massive, and I've called it a once in 20 year opportunity. Equally important is the edge of the cloud. We work and innovate on endpoints on the edge of the cloud. The edge is mobile, expanding, smart, and very personal. The OpenText opportunity just got larger by embracing the edge. Let me also spend a few moments on the top four long-term growth opportunities for Carbonite. First, and it's pretty straightforward, expand the MSP and RMM channels and increase our reach. Second, unlock the OEM opportunity with BrightCloud.

If you're not familiar with this service, please check out www.brightcloud.com or simply go to www.opentext.com and click on the Log on the Cloud button to look at BrightCloud. It is a great solution that authenticates every URL that it processes. Third, expand the Carbonite opportunity within the OpenText enterprise via what I call file integrity. Carbonite can provide endpoint data protection as well as ensure the authenticity and integrity of every file which flows through Content Services in our Business Network. Fourth, bring Carbonite into Europe via OpenText scale. We'll be focusing on these top four value plays, among others, to pursue long-term growth opportunities. Let me turn to our Q2 results. This is our 20th consecutive quarter of year-over-year total revenue growth. It is also our 20th consecutive quarter of year-over-year cloud revenue growth. Our talent and leadership are world-class.

They delivered exceptional Q2 results in a volatile selling environment. Let me walk through our results. All my remarks are in constant currency and with year-over-year comparisons. We had record total revenue of $782 million, up 6.3%. Record ARR of $571 million, up 7.8%- 73% of total revenue. Cloud up 14%, license up 6%, CS up 3%, and PS down slightly at 3%. We had positive organic growth within the quarter, adjusted EBITDA dollars of $323 million, up 5%, and an adjusted EBITDA margin of 41.4%. License margin of 98%, Cloud margin of 58%, CS margin of 91%, and PS margin of 24%. Adjusted EPS of $0.86, up 7.5%, operating cash flows of $207 million, up 9.6%, and a cash flow of $675 million. The net debt to adjusted EBITDA ratio of 2.3x . Off-cloud renewal rates were strong in the low 90s.

Cloud renewal rates were in the mid to high 90s. We had 45 new managed service customers, including HSBC, Archer-Daniels-Midland, and Wells Fargo. Let me touch on some customer wins within the quarter. The first, the Netherlands Ministry of Economic Affairs and Climate Policy, is a ministry that oversees national policies including commercial, international, and industrial trade, investment policy, as well as all energy, renewable strategy, climate change, and environmental policies. The ministry selected OpenText information management solutions to digitize and automate government processes across multiple departments through a single platform in the cloud, enabling them to accelerate renewable energy and policies to support a stronger climate.

I'd also like to highlight a second win, the German Ministry of Justice in Rheinland-Pfalz, together with three other state judicial administrations selecting OpenText Intelligent Capture to digitize up to 100 million pages of incoming documents in 1,000 workplaces as part of the introduction of electronic court records to accelerate the delivery of fair and just decisions. These are just a couple highlights. Full customer wins can be seen in our investor deck. I'd like to talk a little bit about go-to-market, our go-to-market and partners. Partners are our force multiplier. We are a partner-oriented company with a long history of success with best-in-class companies such as SAP, Salesforce, Microsoft, global system implementers, and many more. Some of these relationships are decades strong. In early 2019, we announced a partnership with Google. We expanded that relationship over the summer and have begun to see meaningful traction in the marketplace.

We have the talent and culture to make partners successful, and we'll continue this track record of success with Carbonite. Let me spend a moment on this. Craig Stilwell has joined OpenText leadership team as Executive Vice President of SMB and Consumer from Carbonite, where he was the Chief Revenue Officer, and Craig will report to me directly. Craig brings decades of experience in partner and commercial sales, most notably from Citrix. One of the keys to Carbonite's success is the ability to deliver a high-value product at low incremental cost through their cloud platform to 300,000 SMB customers. We see significant opportunities to enhance the breadth and depth of their products, improve profitability, and expand geographically beyond the company's predominantly U.S. market. I talked about this as one of the value plays we'll pursue.

Ted Harrison, of course, will continue to lead our enterprise sales business, reporting to me, targeting the Global 10,000, which includes the 10,000 largest organizations, governments, and companies in the world. We remain committed to doubling our G10K coverage from 40%- 80% in the next three years through both direct sales and partnerships. Let me emphasize from our investor day, any margin gains above 40% will be reinvested to drive sales growth across enterprise and SMB. We recently added a new global account management organization, for example, within the enterprise to provide laser focus on our top enterprise customers. One enterprise team can focus on the enterprise, Carbonite's SMB and consumer channel can focus on SMB and the consumer as we leverage these new routes to market. We now have complete go-to-market coverage. The more we can connect a customer to an OpenText product, the more we win.

Let me transition a little bit to the M&A environment. Before we touch on the wider M&A environment, I'd like to point you to the strong liquidity and balance sheet slide in the Q2 fiscal year 2020 financial and business results presentation on our website. Our strong cash flows enabled us to rapidly pay down debt incurred by the Documentum acquisition, and we expect to repeat this with Carbonite to reduce our net leverage ratio from 2.3x today to less than 2x within the next four to five quarters. For the M&A environment. We see an extended market period of modest global growth, low cost of capital, and a volatile macro environment due to geopolitical and trade disruptions. In times such as these, companies tend to shed assets. This creates an opportunity for patient and strategic acquirers like OpenText.

Carbonite represents our ninth cloud acquisition, including EasyLink, GXS, Recommind, ANX, Covisint, Hightail, Catalyst, and Liaison. We have a proven track record of success, remain committed to acquiring value-based assets and unlocking value using the OpenText business system. It is this discipline that has enabled us to acquire nine cloud companies at value prices and deliver high teens ROIC. Our primary focus is on the successful accretive integration of Carbonite and getting it on our target model by the end of fiscal 2021 or sooner. At the same time, we still have an active pipeline of opportunities we are evaluating. We'll continue to be an opportunistic strategic acquirer while we build out our information management platform. I'd like to turn to and emphasize the word durable from our investor day in September. The durability of the OpenText operating model and our financial outlook, both short and long term.

As I spoke earlier about 20 consecutive quarters of year-over-year total growth, 20 consecutive quarters of year-over-year cloud revenue growth. Our annual recurring revenues now represent 96% of total revenue, up from 65% from a few years ago and expanding. Our customer support renewals are in excess of 90%, and our cloud renewal rates are in the mid to high 90s. Our trailing 12-month operating cash flow is $860 million, and Carbonite will further the predictability of our business. This is the definition of durable. Let me get onto the macro and our quarterly factors. Again, for our quarterly factors, we're expecting low double-digit revenue growth in Q3 fiscal 2020 on a year-over-year basis. This includes Carbonite and FX. Non-GAAP total operating expenses to be approximately 30% higher in Q3 fiscal 2020 on a sequential basis than Q2 fiscal 2020 of $286.1 million.

Q3 fiscal 2020 adjusted EBITDA dollars to be flat to slightly up on a year-over-year basis. You'll see all these items presented in the quarterly factors section of our investor materials. We view our business annually. For the full fiscal year 2020, inclusive of Carbonite and FX, let me update you on our business targets. Expect $195 million-$200 million of new Carbonite revenues for the second half of fiscal 2020. This is after PPA or purchase price adjustments and any typical disruption factor as we integrate the business. Year-over-year license growth in the low-mid single digits. Year-over-year cloud growth in the low-to-mid 20%. Customer support, constant to low single-digit growth. Professional services, constant dollars year-over-year and margin expansion. Positive organic growth. Positive OCF growth. Year-over-year increase in adjusted EBITDA dollars. Year-over-year increase in adjusted EPS.

Carbonite will be accretive to adjusted EPS this fiscal year. I'm pleased to confirm that we're on track to meet our fiscal 2022 aspirations of adjusted EBITDA and OCF. That's 38%-40% adjusted EBITDA and $1 billion-$1.1 billion of operating cash flow. As a reminder, as previously highlighted, we plan to discuss any fiscal 2021 targets once we complete fiscal 2020. In conjunction with that, we'll communicate our annual dividend approach now aligned to our fiscal years. Turning to the changing global macro environment and our quarterly factors, we have highlighted a few areas in our investor presentation that have the potential to impact customer spending environments. Global recession concerns, trade and tariff wars, Europe and U.S. manufacturing slowdown, the coronavirus, as well as the Gulf nations and the pending Brexit.

While we have not seen any material impacts to our business due to macro-related factors, and our business in China is de minimis, we all read the same newspapers and remain mindful of global events. Despite the macro environment, we remain confident and ready for any economic environment with our durable business model. We're poised to capitalize on the structural shifts in global trade. The U.S. dollar remains strong compared to other currencies, and this has caused a short-term FX revenue headwind. In Q2 fiscal 2020, the FX revenue impact was a negative $10.2 million, and we continue to expect a total FX revenue impact of negative $35 million to our revenues in fiscal 2020. As a reminder, over 50% of our revenue and profits are in the U.S., and Carbonite's revenues are U.S.-centric. In the investor materials, you'll see 58% of total revenues are from the Americas.

On the earnings front, OpenText continues to utilize balanced and natural hedging in our cost structure that reduces FX volatility to earnings. Let me summarize. In summary, I want to reinforce that the company is focused and ready for all scenarios. The continued adoption of hybrid cloud by our enterprise customers are gaining share with our upcoming Cloud Editions, winning the Cyber Resilience in the SMB consumer markets, widening our aperture to include the intelligent edge. We're well positioned to capture our existing information management share, both in the United States, and globally, and we are the market leader in Content Services and Business Networks, and a rising leader in cybersecurity. We are a patient and disciplined strategic acquirer.

OpenText is part of a new generation cloud company inventing the future of business, and we have a once in a 20-year opportunity to help our customers migrate to the cloud, reinvent their business processes, and provide secure and resilient platforms from endpoints through to identity. I'll end my prepared remarks here. With that, it's my pleasure to turn the call over to Madhu Ranganathan, OpenText Chief Financial Officer. Madhu?

Madhu Ranganathan
EVP and CFO, OpenText

Thank you, Mark, and thank you all for joining us today. First of all, a huge welcome to all members of Carbonite. The OpenText and Carbonite teams worked diligently together to close the second quarter, and our integration has commenced with strength. We closed Carbonite on December 24th, and during the eight days in Q2, Carbonite contributed $9.5 million in revenues and a net loss of $3.7 million on a GAAP basis, primarily on account of intangible amortization and one-time fees of special charges. Carbonite was accretive on a non-GAAP basis. As we turn to the details of our quarterly results, all financials discussed are inclusive of Carbonite's eight days of contribution. Please note that our updated fiscal 2020 target model is included in our Q2 investor presentation posted on our IR website and will be addressed in my comments. Our long-term fiscal 2022 aspirations remain unchanged.

Similar to prior quarters, my references will be in millions of USD and compared to the same period in the prior fiscal year. Let me start with revenues and earnings. Total revenues were $771.6 million, up 4.9%, or up 6.3% on a constant currency basis. Foreign exchange continues to be meaningful. There was a $10 million FX negative impact to revenue in the quarter. Year to date, total revenues are $1.5 billion, up 4.7%, or up 6.1% on a constant currency basis. Earnings per share. For the quarter, GAAP earnings per share diluted was $0.40, up from $0.39. In the quarter, non-GAAP earnings per share diluted was $0.84, up from $0.80, or up $0.06 on a constant currency basis.

On a year to date basis, GAAP earnings per share diluted was $0.67, up from $0.52, and primarily due to increase in revenues. Year to date, non-GAAP earnings per share diluted was $1.48, up $0.08, or up $0.11 per share on a constant currency basis. The geographical split of revenues of total revenues in the quarter was Americas 58%, EMEA 33%, and APJ 9%. Annual recurring revenues were $563.8 million, up 6.5%, or up 7.8% on a constant currency basis. Year to date, annual recurring revenue is $1.1 billion, up 6.1%, or up 7.4% on a constant currency basis. Annual recurring revenues as a percent of total revenues was 73% for the quarter, up from 72% in the prior year, and 76% year to date, up from 75% in the prior year.

Our cloud revenues were particularly strong at $248.3, up 13.3%, or up 14.1% on a constant currency basis. Year to date, cloud revenues of $485.6, up 13.6%, or up 14.5% on a constant currency basis. Our customer support revenues were $315.5, up 1.7%, or 3.3% up on a constant currency basis. Year to date, customer support revenues were $627.8, up 0.9%, or up 2.6% on a constant currency basis. Our customer support renewal rate was up slightly to approximately 93% from 92% last quarter. Our license revenues were $138.1, up 4%, or up 5.6% on a constant currency basis.

Year to date, our license revenues were $216, up 3%, or up 4.6% on a constant currency basis. Our professional services revenues were $69.6, down 4.5%, or down 2.9% on a constant currency basis. Year to date, professional services revenues were $139, down 3.1%, or down 1.4% on a constant currency basis.

Turning to margins. GAAP gross margin was 69.9%, up 90 basis points. Year to date, GAAP gross margin was 68.6%, up 100 basis points. Our adjusted gross margin was 75.5%, down 20 basis points. Year to date, adjusted gross margin was 74.4%, also down 20 basis points. During both periods, adjusted gross margin is well within the range of our fiscal 2020 target model. Also on an adjusted basis, cloud margin was 58.4%, a 130 basis point improvement from Q1 fiscal 2020, but down from 59.7% last year. Year to date, cloud margin was 57.8%, down from 58.9%. Our customer support margin was 90.7%, up from 90%. Year to date, customer support margin was 90.7%, up from 90.2%. Our license margin was 97.8%, up from 97.2%. Year to date, license margin was 97.5%, up from 96.4%. Our professional services margin was 23.5% and consistent with last year.

Year to date, professional services margin was 22.8%, up from 22%. Adjusted EBITDA was $317 million, up 2.8%, or up 4.9% on a constant currency basis. Margin-wise, this represents 41.1%, down slightly compared to 41.9% last year. Year to date, Adjusted EBITDA was $571.2 million, up 3%, or up 4.9% on a constant currency basis. Margin-wise, this represents 38.9%, down slightly by 60 basis points. Our adjusted net income was $227 million, up 5.2%, or up 8.1% on a constant currency basis. Year to date, adjusted net income was $400.5 million, up 6.1%, or up 8.8% on a constant currency basis. GAAP net income was $107.5 million, up 2.9%. Year to date, GAAP net income was $181.9 million, up 29.2%, primarily due to increase in revenues. Turning to operating cash flows. It was $207.2 million, an increase of 9.6%.

Year to date, operating cash flows were $344.7 million, down by 4.4%. Our collection efficiencies remain strong with our current quarter DSO at 57 days, lower by two days compared to Q2 fiscal 2019. Improving all aspects of working capital efficiency for OpenText and Carbonite will be a key focus for us. Balance sheet. From a balance sheet perspective, we ended the quarter with approximately $675 million in cash compared to approximately $999 million in Q1 fiscal 2020, down in a large measure due to cash used to complete the Carbonite acquisition. Looking back, our efforts to build balance sheet strength over the past several fiscal years have paid off. Our consolidated net leverage ratio was 2.3x . We also remain confident in our ability to bring our net leverage ratio down below 2x in the next four to five quarters.

The acquisition of Carbonite, as mentioned on December 24th, 2019, we acquired Carbonite for $1.4 billion, financed by cash on hand and our existing revolver. We have recorded a $75 million reduction in Carbonite's deferred revenue as purchase price allocation adjustment. I will refer you to the slide called Carbonite Update and Revenue Impact in our Q2 investor relations presentation posted on our website and in our 10-Q for further details. For the second half of fiscal 2020, we expect Carbonite revenue to be between $195 million-$200 million as to PPA and typical business disruption of up to 10% due to integration activities. As a reminder, we expect Carbonite to be in our operating model by the end of fiscal 2021. Carbonite integration and restructuring plan. We are committed to a thoughtful and fast integration of Carbonite into OpenText. Carbonite will be accretive during fiscal 2020.

We expect the integration to be completed by the end of fiscal 2021 or sooner. Today, we're announcing a restructuring plan that integrates Carbonite into OpenText and also includes streamlining operations at OpenText. The anticipated cost is expected to be approximately $26 million-$34 million. These restructuring activities are anticipated to be completed by the end of fiscal 2021, and once completed, OpenText anticipates annualized cost savings of approximately $37 million-$41 million. We expect any savings realized during the remainder of fiscal 2020 to be largely offset by one-time Carbonite integration cost, with the majority of the financial benefit to be realized in fiscal 2021. Our fiscal 2020 target operating model and long-term aspirations. We're executing well to our business plan. The impact of restructuring has been considered in the fiscal 2020 target model framework that we're sharing with you today. We highlight the following changes.

With the acquisition of Carbonite, we have increased the contribution of cloud revenues from 31%-35%, to 34%-38%. We expect a 100 basis point increase in our annual recurring revenue range of 75%-77%. We're also increasing the fiscal 2020 target model ranges for non-GAAP cloud gross margins to 58%-60%. We expect Carbonite to be accretive and increase the adjusted EBITDA dollars. This is reflected in the adjusted EBITDA margin range of 36%-37% in our fiscal target model. Please refer to our IR deck for further details of other aspects of our target model. Our fiscal 2022 aspirations. We remain on track to meet our fiscal 2022 long-term aspirations. Our current fiscal 2022 aspirations include 38%-40% adjusted EBITDA, with margins above this range reinvested for future growth, including product sales capacity, partners, and marketing.

$1 billion to $1.1 billion operating cash flows during fiscal 2022. With the inclusion of Carbonite, we see upside opportunities to our operating cash flows, which we will update during our annual fiscal 2020 earnings call. Our quarterly factors, let me summarize here and reiterate the quarterly factors that we anticipate for our upcoming Q3. I will emphasize a few items. As we look at where FX rates are today, as well as the geographical components of our business, we note that the FX headwind for the first half of fiscal 2020 was $20 million to revenues. We continue to expect approximately $35 million annual FX headwind for fiscal 2020, inclusive of Carbonite. Furthermore, inclusive of Carbonite, we expect low double-digit revenue growth in Q3 on a year-over-year basis.

Expect non-GAAP total operating expenses in Q3 to be up approximately 30% compared to Q2 fiscal 2020 of $286.1 million, as we include a full quarter of Carbonite's operations and seasonal increases relating to our annual performance cycle. Our adjusted EBITDA dollars to be flat to slightly up on a year-over-year basis. A tax update with respect to the IRS matter. We remain in the appeals phase. The standard IRS process continues, our resolve remains strong as we vigorously defend our position. Dividend. Turning to our dividend program, today, we announced a quarterly dividend of $0.1746 per share, payable on March 20th, 2020. Our rate is based on distributing approximately 20% of our trailing 12-month operating cash flows. To reiterate, our annual dividend approach will be communicated following our fiscal year-end. In summary, we are pleased with our Q2 results.

We have kicked off our integration of Carbonite with strength and remain focused on our fiscal 2020 and long-term targets. Finally, I'd like to thank you, our shareholders, whose trust and confidence we greatly value, and the OpenText team for their deeply committed efforts. Now I would like to turn the call over to the Operator for questions. Operator?

Operator

Thank you. We will now begin the question-and-answer session. Anyone who wishes to ask a question may press star and one on their touchtone telephone to join the question queue. You will hear a tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. If you wish to remove yourself from the question queue, please press star, then two. Once again, to join the question queue, please press star, then one now. Our first question comes from Raimo Lenschow of Barclays.

Raimo Lenschow
Analyst, Barclays

Hey, thanks for taking my question. I had a couple of quick ones. First, Mark, we've owned Carbonite for a bit over a month now. Can you just see what your strategy around Cyber Resilience, what was the initial customer feedback that you've seen so far?

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah, thanks for the question. The feedback has been amazingly positive. It's a very natural extension to want to provide, in our information management strategy, the protection and resiliency of information, not just the management of it in Content Services or the exchange and connectivity of it through Business Network. Now to be able to provide data protection and security and threat intelligence around it. I'd say extremely positive, and it's a very talented workforce. We love the channel that they have built. The cultures are coming together very nicely. We have opportunities both ways. We have product to be able to provide the SMB channel from OpenText and the ability to take data protection and BrightCloud into the enterprise. When things are natural, they tend to come together.

Raimo Lenschow
Analyst, Barclays

Okay, perfect. Hey, thank you. The quick other question, because you're kind of obviously one of the larger leading software vendors, and you have a bigger global footprint than other people. What are you seeing in terms of end demand out there? A couple of quarters that was something that you highlighted. If I look at the results, it looks like everything is kind of going well out there.

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah. I said in my remarks, in sort of our quarterly factors, we're expecting positive organic growth this year on an annual basis. The M&A environment continues to be healthy for us in building pipeline. The hotspots around the world sort of continue to include manufacturing. You got to continue to watch trade and tariffs. It's a bit unpredictable. Though our business is de minimis in China, obviously we're all watching the coronavirus very carefully and how that might affect travel, transportation, and a few other sectors. If we look at our results of total revenues up near 5% in reported and near 7% in constant currency, we're seeing a stronger demand for digitalization in our solutions.

Raimo Lenschow
Analyst, Barclays

Okay, perfect. One last question. Madhu, operating cash flow was very strong this quarter. Were there any particular drivers you wanted to point out too?

Madhu Ranganathan
EVP and CFO, OpenText

I mean, as I said in my comments, we continue to improve sort of the working capital framework. Our DSOs are two days lower than prior year. You should sort of expect to see that gradual progress as we get into fiscal 2020 and fiscal 2021 as well.

Raimo Lenschow
Analyst, Barclays

Perfect. Okay. Thank you. Congratulations.

Madhu Ranganathan
EVP and CFO, OpenText

Thank you.

Mark J. Barrenechea
CEO and CTO, OpenText

Thank you.

Operator

Our next question comes from Daniel Jester of Citibank.

Daniel Jester
Analyst, Citibank

Yeah. Thank you for taking my question. Good afternoon, everyone. Mark, you mentioned in your prepared remarks about the 24-c ity cloud tour that you hosted this fall. I'm just wondering if you could share with us some of the feedback you got from that. Specifically, I'm wondering if you learned anything that revises kind of your expectations for the Cloud Editions launch later this year.

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah. Thanks for the question. Just reflecting back over seven years of growing from zero cloud revenues to the incredible scale we have today, looking back, it's a 30% CAGR over near seven years, the quarter up 14%. We kind of revised upwards our fiscal 2020 view to where we're going to see about 20%+ growth in the cloud. The cloud tour was about a part of our cloud, which is our managed services. That's primarily what the cloud tour was about the enterprise and about managed services. It just reinforces that in the enterprise, we differentiate on being able to allow customers to get their competitive advantage by really tailoring software to their needs, both in the Business Network and in Content Services. We have those things that are more standard via SaaS, like Core, and our new eSignature offering.

Things even more standard that is going to be at more volume through SMB. Specifically to the question, the cloud tour was really about managed services, having customers migrate from off cloud to the OpenText cloud. We have thousands of customers today that run off cloud. What we learned is continue to stay on your hybrid strategy and managed services has a big role in the OpenText future.

Daniel Jester
Analyst, Citibank

Great. Thank you. Just to follow up, one of the points you stressed a lot in your text today was about the durability of the business model.

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah

Daniel Jester
Analyst, Citibank

the acquisition of Carbonite has made you more durable. Does that change how you view your balance sheet? You also sound pretty positive about the M&A environment. Given the increased durability of the business, would you look to deploy your balance sheet differently in the future? Thank you.

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah. Thanks for the question. We're all about annual recurring revenues, whether it comes from the cloud or comes from maintenance, right? They both have similar durability, high longevity, high renewal rates, great margin. It's cloud or very recurring maintenance. That's what we like in the durability. Now it becomes, as cloud grows and ARRs grows, the predictability of our business gets a little better every quarter, gets more better, if that's proper English, every year-over-year. You can see that % increasing. Just a few years ago, we're in the mid to low 60s. We're in the mid 70s this year. We'll creep up into the mid to high 70s next year. We really like that predictability. We're also a patient deployer of capital. We're sitting at about 2.3x ratio. We'll be back under 2x in four to five quarters.

We're going to remain strategic. We're going to remain patient. Right now, over the next quarter to two, the most value we can unlock is via the Carbonite integration. Getting Carbonite Webroot integrated, getting them integrated into OpenText, initiating and completing our restructuring plan, growing their SMB channel, getting Europe up and running, and getting a couple wins in the OpenText enterprise. That's really where the most value we can unlock right now over the next one to two quarters.

Daniel Jester
Analyst, Citibank

Thank you very much.

Operator

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

Richard Tse
Analyst, National Bank Financial

Yes, thank you. I was wondering if you need to do anything with the product portfolio to sell into the SMB channel. Obviously, it seems like Carbonite's bringing a pretty extensive channel there, and kind of curious to see whether you need to re-check the products in any way.

Mark J. Barrenechea
CEO and CTO, OpenText

Richard, hey, it's Mark. Thanks for the question. Thanks for joining the call. At present, the focus is to look at a handful of solutions that's currently in our portfolio and get greater distribution through the Carbonite channel. Take a couple examples, a few examples. First is EnCase. We bring digital forensics to the enterprise, but the product is built for law enforcement organizations, which look a lot like SMB organizations. In the first half of calendar 2020 here, we got Carbonite focused on Carbonite. They'll then pick up EnCase and bring that into the SMB market. We also have EasyLink solutions that have historically been a portion of which is SMB-oriented. EnCase product, ready to go. EasyLink, ready to go. Hightail, I think, will benefit as well from that channel.

Phase 1 is the most value we can unlock is getting the Carbonite integration complete, and getting that well-established. Second is to bring existing product that we have to the channel. I think products, as Core and eSignature grow and mature, I think it'd be a very natural fit for the high end of SMB and for the enterprise as well, which would be a little more like phase III. Richard, I hope that's helpful.

Richard Tse
Analyst, National Bank Financial

No, that makes a lot of sense. Thanks. I guess maybe in a related question, with respect to one of the initiatives you talked about at your investor day in the fall in regards to targeting the Global 10,000, can you maybe give us?

Mark J. Barrenechea
CEO and CTO, OpenText

Yep

Richard Tse
Analyst, National Bank Financial

a progress update in terms of where you are there?

Mark J. Barrenechea
CEO and CTO, OpenText

We don't have a specific count today, except to say that we expect to have our coverage doubled in, I think, near 2/3 of the G10K covered over the next 10 years. One piece of update I did provide today is we put a new global account management team in place recently. That team is fully in place, operational. We recast, if you will, some of our great internal talent. We went outside and brought some new talent in. We have a great leader, Benoit, out of Paris, leading this group for us. We're targeting our top 100 accounts and just giving those top 100 accounts a laser focus. One sort of account executive to manage all the opportunity across a General Motors, for example, or across a British Petroleum, as examples.

We're marching towards near 65, 70% coverage over the next two and a half years or so from when we stated that goal. One big step was putting that global account management team in place, which is now established.

Richard Tse
Analyst, National Bank Financial

Okay, great. Just one last quick one from me. There's no doubt you've got the capacity financially to do more acquisitions here. Do you have the capacity to do it from a management personnel perspective, and maybe sort of what's your willingness to sort of do more acquisitions over the next 12 months, considering that you just closed Carbonite?

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah. Well, the financial capacity is certainly there. We've set up the integration of Carbonite. Let me take this as an opportunity to talk a bit about the integration of our new SMB consumer group in a little language, if you will. Carbonite was the public company, of course. We think there's three strong product lines here, Carbonite, Webroot, and BrightCloud. Those are three product lines underneath the Carbonite banner. The enterprise team is unaffected by this integration. Craig's reporting to me directly. Hal Lonas, great engineer, reporting into Muhi. All the back offices are direct line integrate, HR to HR, finance to finance, legal to legal, IT to IT. The enterprise team is unaffected by this, except that they're getting more product to sell. There's bandwidth on the enterprise side.

Right now, over the next couple of months and quarter or quarter a half, the greatest value we can do is to unlock those value plays inside of Carbonite. We'll note it. We got the balance sheet. We continue to work top of pipeline. Companies tend to shed assets in environments like this, and I'll note that the enterprise team is really structurally unaffected by the acquisition integration.

Richard Tse
Analyst, National Bank Financial

That's great. Thank you.

Operator

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

Thanos Moschopoulos
Analyst, BMO Capital Markets

Hi, good afternoon. Mark, with respect to the restructuring, you mentioned that part of it will be for streamlining the business outside of Carbonite. I thought you were already running quite a tight ship, so could you expand on what you'll be doing there?

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah. I've always appreciated the Snapple logo, which is the best things on Earth keep getting better. We do run a tight ship, as you well know, but you also need to challenge yourself to keep getting better. The restructuring is sort of two parts. The first part is completing the integration of Carbonite Webroot and integrating that into OpenText. Well studied, very thoughtful. We believe in quick integration and quick cost out. Here we are in January, really 35 days after the acquisition, and we got our plans defined and announced. The other part of this is, in looking at how we would integrate Carbonite into OpenText, we have some opportunities to leverage better our centers of excellence. Carbonite had outsourced parts of engineering in India, had outsourced support to a third party.

Through that aperture, we're able to scale up a little more India, Philippines, Canada, through our centers of excellence, but took this as an opportunity to look across OpenText and complete some of those opportunities.

Thanos Moschopoulos
Analyst, BMO Capital Markets

Great. Then in terms of on the M&A front, you established the portfolio group recently. I saw that you did a.

Mark J. Barrenechea
CEO and CTO, OpenText

Yeah

Thanos Moschopoulos
Analyst, BMO Capital Markets

nook in this quarter. Can you update us in terms of the pipeline of smaller deals you're seeing and the cadence that we might see there?

Mark J. Barrenechea
CEO and CTO, OpenText

We're remiss to not mention our prepared remarks the fax guys that we acquired. That was a reseller of our fax business, primarily in the U.S. Great style acquisition for us. A known entity, a small but solid add of new revenues. It's small, but it will exceed the corporate ROIC. It'll have a high return on invested capital. Those are the type deals we're looking to do through OPG, or the portfolio group. They're building a very robust pipeline, and we'll get OPG deals done here in calendar 2020. Just watch this space. We'll get deals done here in OPG in calendar 2020.

Thanos Moschopoulos
Analyst, BMO Capital Markets

Thanks, Mark. I'll pass the line.

Operator

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

Paul Treiber
Analyst, RBC Capital Markets

Thanks again very much. Good afternoon. Was hoping you could follow up on your last comment just on the integration plan for Carbonite. At a high level, how does your game plan differ from prior acquisitions, particularly in light of the SMB and consumer channel that they have? What do you see as the biggest opportunities and then potentially also the potential challenges that you may need to address with it?

Mark J. Barrenechea
CEO and CTO, OpenText

Paul, thanks for the question. Three parts in there. The first is perhaps how does this differ than previous integrations. On the kind of supporting operations, finance, HR, IT, like traditional back office, doesn't differ at all. It's straight line integration, functional integration. What's different is we're really keeping a go-to-market group together under Craig and having it report to me directly. Our integration philosophy is really to integrate at the business unit level and to gain that go-to-market strength. Craig's organization is a complete organization. They own their demand generation, they own their pre-sales, they own sales, they're going to own support as well, because support's deeply integrated into the process. Craig's organization has a slightly wider scope and really owns that SMB and consumer go-to-market.

Coming out of the gate here, we're going to keep this more as a sort of a general management group business unit going to market. Hal Lonas, who's going to lead engineering, is going to report directly into Muhi. Look, we're serious about Cyber Resilience, and we're serious about the edge, and we're serious about SMB. Just like we did in Content Services, we're over 25 years. We completed near 60 acquisitions. In the Business Network, we've completed near 15 acquisitions. You can expect us to deploy capital and innovate in this group as well. The plan is just slightly different, where we're having a wider scope of responsibility with Craig as we set up the SMB group. Opportunity, right? There's opportunity to expand their OEM group in BrightCloud. I'm very excited about brightcloud.com and what that can bring.

They're just getting started in MSPs and RMMs. Roughly 16,000 out of a total market opportunity of 60,000. International expansion, and then very select but high-power value plays to bring into the enterprise, like data protection, file integrity, and the OEM opportunity. Challenges, it's minimizing disruption, and talent, right? It's still a war on talent, and we got to keep fighting for the best people and high retention rates.

Operator

This concludes time allocated for questions on today's conference call. I will now hand the call back over to Mr. Barrenechea for closing remarks.

Mark J. Barrenechea
CEO and CTO, OpenText

All right. Well, our prepared remarks were longer than usual tonight, but we had a lot we wanted to communicate. Madhu and I thank you for joining our call this evening, and hope you have a great evening. Thank you very much.

Madhu Ranganathan
EVP and CFO, OpenText

Yeah, thank you all.

Operator

This concludes today's conference call. You may disconnect your lines.