Thanks everyone for joining. Really pleased to have OpenText with us today. Tom Jenkins, Executive Chair and Chief Strategy Officer, been in the role for nine months. Back in the role of nine months now.
Yeah.
Yeah. Welcome. Thanks everyone. Tom, you made some interesting comments on the last earnings call. Obviously, AI disruption's a huge theme. Can you talk about why OpenText may be immune to some of that disruption? Sort of talk about the secret sauce and, you know, maybe why you're not an application software, more you feed content into application software?
On a broader level, what may be the first thing to say is we're not an application software company. Yeah, we're a software company. We're not an application software company. Also, just application software itself, especially in the area of enterprise software, this is very difficult. You don't just switch technologies like this. We took a decade to go to the cloud. We took a decade to go to client server. I'm old enough to remember all of those. This takes a long time. This has been a rather dramatic response to AI. The other really interesting thing about this overall is that market participants are not stupid. They will if indeed AI is going to react and people are going to adopt it, market participants will simply acquire one of the other large language models that are falling by the wayside.
I watched all these market participants do that for the last 35 years. A macro thing the last three or four years has been rather interesting. Specifically to OpenText, though, on our call, we're not an application software company. We provide all the content that goes into applications. In fact, if you could put the slide up, I brought a slide. As an engineer, it's always easier for me to see an image. If you think, if you look at this slide, I'll just break it down for you very quickly. You take the content. I guess you can see it over here. You take the content. What's content? It's contracts, it's emails, it's spreadsheets, whatever. All the content that goes in to running an organization. You put that into an application. What's an application?
That could be Microsoft Office, it could be SAP, it could be Oracle, it could be Salesforce. Doesn't matter. It all goes into those applications run by a human being. What do you get out the other side? You get operational efficiency, you get faster time to value, whatever. That's been the enterprise software business since IBM invented it 50 years ago in mainframe. We've done that evolutionary step. What's happening now is we're replacing the humans or we're augmenting the humans with the bottom part, with an agentic AI or some form of very specific AI to either help the worker or to replace the worker. It depends on the situation. The point is, you have to train it. To train it, you have to use the same content that you're giving the human.
OpenText does all the stuff on the left side of that graph. We don't do the applications. We provide the content that goes into the applications. What are we busy doing now? We're providing the content that goes into agentic AI. Then of course, they'll drive the same. When you hear things like Anthropic and what have you, they're starting to talk about, well, maybe we can make the application software and replace the human and the application software that the human uses. Quite frankly, we're invariant to that. By the way, as I said at the beginning, it's not gonna happen anytime soon. If it does, we're simply feeding the content to either the human or the robot. For us, we don't care.
On that content that you're feeding in, can you talk about any secret sauce, you know, the metadata, sort of business context that you bring in, and sort of like why your decades of, you know, experience and data that you've been collecting is--
Yeah, that-- Okay, that's why I brought this along, 'cause if you wanna understand that question, read this book. That's why I wrote the book, because we're getting that question all the time. This book is very similar. It's a modern version of the book I wrote about 25 years ago, which created the term enterprise content management. This book is called Enterprise Artificial Intelligence, and it will become the bible of how you build agentic bots. Just like the book that we wrote 25 years ago defined enterprise content management. Okay, let's unpack what all that means.
Okay, maybe the simplest way, and I'll back off, but I'll give you an overly simple answer. If you're feeding into an AI and you have a data lake, so let's say that's Snowflake or Databricks or something like that. That is like a big storm sewer going into a lake. It's just throwing a ton of data that then trains a very sophisticated large language model. Great. We've seen lots of applications come with that. What you're talking about is when you get into Pfizer, or you get into General Motors, or you get into Coca-Cola, or you get into Nestlé, and I can go on and on and on. Regulated industries that have responsibility around the data, industries that have all of your data, you don't want that going into a data lake, and you don't want that going into Gemini or ChatGPT, et cetera, because through prompt engineering, we can basically get all your data, you know, eventually.
I mean, there's all kinds of guardrails and what have you, but the bottom line is, you don't want it. If you're a corporation and you have the Cadbury secret sauce or whatever. You don't want that in a data lake or in an AI. What do you do? Well, we have laws. We created laws 25 years ago when this first started to happen with data going into those applications, and the laws are called GDPR, General Data Protection Regulation, PIPEDA in Canada, CCPA in America, and so on. We have rules, and it's fines, go to jail. Like all the countries set up rules to protect your privacy, so that you can't lose all your bank accounts, so that people don't know what your latest medical report was, et cetera. It's your privacy.
Okay, we have a body of law. In fact, there's more than 10,000 regulations that relate to the handling of content. When you feed that content into a large language model in AI, it consumes all that information. It now has the same information as if you had it on a, you know, a folder that you have to protect. The law that has the responsibility for that corporation around your information, that same law applies to the AI. You've got to be very, very careful. The way I like to say it, because the way we solved this 25 years ago, is we created permissions. You would have permission to know that a document existed, but you couldn't see it. You could have permission to know the document existed, and you could see it, but you couldn't modify it.
You could have the permission to see the document, modify the document and create a new document, and so on. There's actually 11 steps in the ladder. We created all that 25 years ago so that organizations could move away from paper and actually do this all digitally. If you think of a data lake being a storm sewer, a content management system going into AI is like all the pipes that are in your house, and every pipe goes to the laundry, the washer, dryer, it goes to the kitchen, it goes outside to the lawn sprinkler, et cetera. What does every pipe have? It has a valve, and that valve is the permission. It's the same thing. What we're doing is when you train an AI, you're training it with very specific pipes, not a big storm sewer.
You have to do it that way, or your company could go out of business because you'll be in violation of some regulation. This is grown-up, adult, serious stuff. This is not stuff that you just put up on the Internet. Remember, and if you read the book, you'll see in chapter one, 90% of all the world's information is behind a firewall, and it has spigots and valves on it, so you can't get at it. A lot of people always think that Google or ChatGPT has all the information. No, they have a fraction, a very tiny fraction of all the information out there. That's a bit of a longer answer. It's an important thing to understand.
Bringing it back to the business today, on content management is what we're mainly talking about today. Overall, your cloud growth in the last quarter was a little bit over 3% the cloud growth, but the Content Cloud growth was something like 15% or 16% growth. It seems like it's been that growth rate last year. I don't know how long, like--
It's been solid on that about eight quarters now, and that's cumulatively building because that growth rate is getting on a bigger and bigger number every quarter. You know what's happening is CIOs are getting ready. They're getting ready because everything that I just mentioned to you have to have all your content ready to go before you start training those bots. They call that curating the content. They've got to make sure they've got all the content in the cloud. You see, you can't train a bot if the content that you're managing is on a file server, on a mag tape or something like that, on some archival storage. It has to be live. It has to be accessible to train whatever agentic you're building. What you're seeing is you're seeing not even the first inning of the ballgame.
You're seeing the first batter. What they're doing is they're just basically getting everything digital. You'd be surprised, the vast majority of organizations, even after COVID forced them to do all their customer facing as digital. All the back end, which is all the stuff we manage, it all stayed on-prem, et cetera. They're now moving it into the cloud 'cause they have to. It's the only way they can take advantage of AI.
Can you tie that into comments that you've made recently about how OpenText might be shifting over the coming quarters and years as you move more to the cloud away from the maintenance and support, line? You've talked about maybe how, you've learned from other software firms and their transition, and you're doing something a bit different this time around. What have you learned, and how do we see the trajectory moving over the coming---
The simplest way to think of it is what the ERP firms did. SAP going from R/3 to S/4HANA. We share most of our customers with SAP or Oracle. They both did this over the past decade. What's happened with our customer base is this move to the cloud to train AI is causing them to talk to us about moving from the classic on-prem maintenance model to move to the cloud. What we've been doing is we now have feature equivalence between everything that's on-prem and can be offered in the cloud. What we're doing is we're starting to do migrations the same way that you saw SAP and Oracle and others do.
You're going to see the cloud revenue part of OpenText expand. You'll see overall growth being driven by that. We don't know yet what Steve did an analysis at Analyst Day to give everybody an idea of what it would look like. You'll start to see our maintenance number go down. You'll see our RPO number go up. It's like sort of deferred revenue in the old days. You'll see an RPO number, and he's staying consistent with what Salesforce does and SAP and what have you. The real thing that you'll see is cloud ARR go larger by a multiple of the maintenance. The thing we don't know yet is what is that multiple? We know it's multiples, therefore, there will be substantial growth coming from it. We just don't know yet.
Is it, you know, SAP, they started where they were 2x the maintenance. They got most recently, the last couple of years, at 5x the maintenance. We have to crawl before we run, I think you'll see us do the same kind of trajectory. That's pretty dramatic. If we take an install base, you know, like, of our core business, once we've gotten rid of the non-core business, it'll be around $4 billion. Of that, there's about $2 billion in maintenance. We'll start rolling that off probably around 10% a year, 'cause it takes a lot of work to do the conversion. If we roll off 10% a year, it's about $200 million a year.
If we get a 2x, 3x, or 4x multiple, so say we do a 3x multiple, we will be taking $200 million of maintenance down, $600 million of cloud ARR. That $400 million on a $4 billion base is a built-in 10% growth. That's what SAP did and why they were so successful over the last five years, in particular. We're gonna start that journey. That journey will be a consistent journey over probably the next decade as we roll off what is 35 years of built-up maintenance and convert it to cloud because they all wanna train their agentic AI. That's one of the journeys that OpenText will be on.
How, and how do you think about the any margin implications of that move as you move?
Yeah. We studied that a lot. Originally, when we first started communicating to the street, I think, Steve, you were into the role maybe one month. I was in three months. We started cautioning everybody, the margins might go down. Well, we've actually done more work now. We believe margins will go up, actually. Now, when we say margins go up, dollar amounts go up because we're replacing $1 of revenue at, say, 90% margin and taking $3 of revenue at, call it 70% or 75%. It'll be lower, but the dollar amount will be triple, right?
Yeah.
When all the smoke clears, say, two years from now, you'll see our EBITDA go down, but our top line growth go up by much more. That's sort of, I'll leave it to Steve as he does more of the modeling and communicates it to the street. I think with the new fiscal year and with Ayman joining as our new CEO, I think they'll by then, they'll be able to tell the street what they think the model's gonna look like. It's a journey we're on. It's a wonderful journey, but the way-- Just like when everyone in the industry asked us, would we break out core and non-core so they could track our progress, Steve and Ayman will do the same thing. They'll break it out so you can track their progress.
You mentioned, like, a sort of a 10-year dynamic. Like, what are some of the catalysts? I mean, obviously, customers coming up for contract, that'll be a time when you can go visit customers and ask them about, you know, an upsell.
Yeah. The main catalyst will be AI. Like, they Like, if you're a CIO today, and your CEO does not see you getting ready to do agentic across the whole organization, you probably won't be CIO very long. You, you know, this is a massive wave that's just taking us along.
Yeah.
You may ask, you know, "Why do you guys estimate 10%? When you do 20% or 30%?" This is a lot of work. This is what I was trying to say before about the street thinking this will happen overnight. Think of any of your organizations. We have to go into the very bowels of your basement and literally take decades of software, of content. By the way, some of this content, we have 1,500 connectors to WordPerfect, VisiCalc, like, you name it, Db2, you name it. We gotta connect all that stuff that some of you weren't even born when it was out. Those are in the corporate memory that is part of the training. You have to do that. This is a highly complex move. We think we can do 10% a year.
It's one of the reasons why, and you know, we cautioned everyone we'll probably do some tuck-in acquisitions of professional services companies that have very specific knowledge around pharma, automotive, food, ag, you know, that kind of thing. As you go into it, you need to be something of a subject matter expert. We find that customers, we would prefer to do partners. We find customers sometimes, if they're doing lift and shift of something that they could get fired, they're gonna wanna know that person is from our company.
I think you'll see us do some tuck-ins to be able to give us the capacity to be able to do it. This is a big lift. This is a big decade-long thing. It's a high-class problem, but it's a journey we're gonna be on.
Yeah. You know, thinking about our conversation that I had with you when I first met you in September, you outlined a bunch of objectives, hire a new CEO, check. Divestitures, check.
Did them all.
You did them all, right. On the divestiture side, though, they've been on the smaller side. I think you've got some really big chunks there.
Yeah. The small ones were easy to do because as we put them to bid, it was a single product line or a couple of product lines. The ones that you're going to see now that are in auction right now are very complex. They have 60 products in them. You know, so that's why it takes longer. Yeah, we're making very good progress there, and we made a commitment. By the end of this year, we're getting out of all the non-core, and we will stick to that commitment.
Just to clarify, end of your fiscal year, or?
We will announce. Okay, so nothing's perfect, right?
Yeah.
We will announce all of them by the end of our fiscal. Our fiscal is mid-year. We've got another three, four months that we're just running the process. Sometimes after you've announced it, you still have to transfer, and that'll take three or four months. I think you'll see us out of everything by the end of the calendar year.
Yeah.
You'll see, what we got for it, when we're transitioning it, what the transfer agreements are. You should be able to see that by the end of our fiscal. Nothing's perfect. We don't control the whole process, but we're well underway. We've got a very robust auction going on.
How have things maybe changed in the past month with sort of all the software de-risking there?
Yeah. We got a lot of questions. Not at all. Because what's gone on in the market has been a reassessment of the value of future growth, et cetera. We're selling very good businesses that are not core to what we wanna do, but they're being sold on a discounted cash flow basis. What's gone on in the street over the past month does not change their DCFs or anything. And we reconfirm that as well. Remember, it's an auction, we've made a commitment to the street that we would divest, and we will divest in the context of the market. It's always been discounted cash flow, so that hasn't changed.
Got it. You've talked a lot about what you're doing for enterprises on their AI journeys. What about OpenText? Maybe talk about how you're deploying agents, how you're leveraging AI in your cost base, and maybe tie that into your margin profile and the strength that you've got there.
It's stunning. It's stunning. We are now seeing. How the street reacted over the last month, it's because there's a kernel of truth in all of this. It is stunning what is going on. I've never seen anything like it. I've been at this for 40 years. Never seen anything like it. What we've done now, we're starting and we'll make more announcements as our new CEO comes on. You're going to see us, as they say, drink your own champagne, eat your own dog food, et cetera. This move from on-prem to cloud, we did it to ourselves first. In doing so, we are making unbelievable savings. It's really quite dramatic.
We're seeing in some job categories, five become one. five to one. It is just unbelievable. Now, as that shakes out, I'll leave that for Ayman and Steve to talk about. Last call, Steve did talk about the cost savings program and that profile that the company had worked out. We're very much on course to deliver all of that, and maybe more. For sure, we're gonna be able to deliver it. It's been amazing.
As you think about the profile, you generate great free cash flow. You've talked about divestitures. You've got a little bit of debt. Can you just talk broadly about capital allocation? A gain, tie it into where the stock is trading today.
Well, we made a commitment in August that all the stuff that we did with the non-core, we would retire debt. 'Cause we wanted our debt down to the traditional multiples that we've always had. As we retire non-core, we're also retiring EBITDA, so we've got to make sure our debt stays commensurate with that. We're managing that down. By the way, the EBITDA of all these businesses are roughly the same, so there isn't like some high EBITDA business that we're selling or whatever. It's all basically the same. They all sort of come in around 33%-35% EBITDA across the board, whether they're core or non-core. You'll see us as we take down, you know, ballpark.
If we take down 20% of our EBITDA over this next year, 'cause that's sort of what we were guesstimating. We'll take down 20% of our debt to go with it. We probably will take more than that, 'cause our traditional debt to EBITDA is around 2.5x. I think you'll see us try and get ourselves to that. We've got a couple of debt towers coming up, and we'll take advantage to remove those. Steve's the expert. He'll be doing the refi and all that stuff. On one level with the capital, we made a commitment to the street last year that that's what we're doing, and so far, that's what we've done, is we've sold something, we've taken debt down.
The second area of capital allocation is acquisitions. We're only doing tuck unders right now. The organic growth opportunity before this company demands that we spend all the time on that. We will not distract ourselves with acquiring something large. We won't do that. What you will see us do is those tuck unders to help the organic growth. Dividend. We'll keep our dividend. I think the fourth pillar of all this helps the dividend, 'cause I'll explain why. We announced a couple of weeks ago that we expanded our buyback program. With all that's going on in the market, you can imagine our response, if we are able to do-- We announced $500 million, I believe, Steve. If we do $500 million at a stock price of $25. That's 20 million shares, that's about an 8% accretion.
Buying ourselves is way better for all of you than us going off and buying something that we gotta take a risk on and integrate and all that stuff. It's just easier to convey shareholder value. I think you'll see us be, especially at these prices, very aggressive over that time. What that then does is for the same dollar amount dividend, and we've always said roughly we like to keep the dividend around 20% of our overall cash flow, generally. That'll make it real easy to provide growth in the dividend over the next few years.
Yeah. Final few minutes here, maybe we can talk about your new CEO that's coming in, Ayman. What, you know, First off, maybe why was he the right individual for the role? What do you think-- We'll ask him the questions later, what do you think he saw in OpenText that got him excited to come?
Well, what was great about Ayman is that he grew up about, oh, I don't know, five blocks from our headquarters, and yet has had a spectacular career internationally. He's coming home. He went to University of Waterloo, and we're on the campus of the University of Waterloo. It's wonderful to have Ayman come. Ayman, one of maybe a handful of executives in Canadian history that have operated a company of the size that he's operated, 'cause he ran IBM Americas. It's about $60 billion. That's about 10x the size of OpenText. We were thrilled to have him, but what made Ayman even more interesting was that we've been competing against Ayman for 25 years. He knows our entire product line. I would argue maybe better than we do because he competed against us.
All these product lines that we have, he's managed all of them. The last thing that we really liked about Ayman, because, you know, IBM, it stands for I've been moved, right? IBM runs all over the world. As we see the world geopolitically change, having regional country organizations matters again. The master of doing this is IBM. I remember as a young engineer going to Japan and arguing with Japanese engineers that IBM was really an American company, not a Japanese company. IBM is outstanding at integrating into cultures, and Ayman is. Ayman set up a lot of Asia for IBM as it started to open up, and I think you'll see a level of sophistication in our go-to-market. 'Cause remember when we talked about this before, the board really wanted someone not from the engineering side.
Ayman's an engineer, knows all this stuff, but someone that really cut their teeth and lived in marketing and go-to-market and customer facing. That's what we get with Ayman. We've never had an exec with that level of experience at that scale in the company, ever. It'll be really exciting for us.
Yeah. Looking forward to that. Final, final minutes, just on the changes. There's been some changes to the board as well, a bit of a refresh. Can you just talk to the audience about that a little?
Yep. Our board, we had COVID, we bought the Hewlett Packard software through Micro Focus. We had the board stay a little bit longer than their past before date kind of thing. We did that on purpose because of all the changes. The board refresh now, I believe there's only two of us left that have more than five years on the board. We, we've changed so many, we're sort of slowing down a little bit now, but the whole board's changed over, and we've had some wonderful people join the board, the CIO of Cisco, HR VP from Hewlett Packard, George Schindler, of course, who you know, just retired as CEO of CGI last year.
Yeah, like some really I've now missed a couple of really good board members that have joined, but some really good board members. Margaret Stuart, of course, longtime sales executive. Yeah, it's we've had a couple of board meetings now, a lot of different perspectives. They are coming in as all multinational operators, and I can see the difference in the board meetings already. The previous board was a great board, brought the company to a $5 billion size. This board knows exactly what it takes to get to $20 billion.
Got it. Awesome. We'll leave it there. Thanks, everyone.
Yeah. Thank you.
Awesome. Thanks, Tom.