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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2023 - Q1
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Operator

Thank you for standing by. This is the conference operator. Welcome to the OpenText Corporation First Quarter Fiscal 2023 Financial Results Conference Call. As a reminder, all participants are listen-only and the conference is being recorded. After the presentation, there will be an opportunity to ask questions.

[Operator Instructions] I would like to turn the conference over to Harry Blount, Senior Vice President, Investor Relations. Please go ahead, sir..

Harry Blount Senior Vice President & Global Head of Investor Relations

RBC Capital Markets Global Technology Conference on November 15 in New York; Needham’s Virtual Big Data Infrastructure and Cloud Communications Conference on November 16.

TD Securities Technology Conference on November 21 in Toronto, Credit Suisse Technology Conference on November 29 in Scottsdale, Bank of America’s Leveraged Finance Conference on November 30 in Boca Raton, Raymond James Technology Investor Conference on December 5 in New York.

NASDAQ’s Investor Conference on December 6 in London, U.K., NBF Technology Conference on December 7 in Toronto and Barclays Global Technology Media and Telecom Conference on December 8 in San Francisco. And now on to 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 risk factors that may project future performance results of OpenText are contained in OpenText’s recent Forms 10-K and 10-Q as well as in our press release that was distributed earlier this afternoon, 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. And with that, I’ll hand the call over to Mark..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

investing in the business for growth and paying down debt to less than 3x leverage. We will reconsider a share purchase program upon delevering, and we’re going to provide enhanced visibility into our high-value business areas to demonstrate our progress and value our lockers, inclusive of our Q1 visibility into our cloud bookings.

Let me conclude my prepared remarks. There are some current and compounding challenges in the world, inclusive currency, wage and goods inflation, fuel prices, Russia’s War in Ukraine, supply chain constraints, skill shortages and more.

OpenText has its playbook, we are ready, and I can’t say this enough, the only answer is digitalization and to prepare for the new rules and paradigms of Business 2030. We are all information companies. We are all software companies. We ended the first quarter with demonstrable momentum behind our growth engine.

The best talent is the talent you have, and we are investing in our talent. We are hiring. We are investing in innovation. We’re creating new channels in our go-to-market strategy such as SMB, API and partners. We are going for share gains and growth at this point in time.

With our reaffirmation of our annual targets, cloud acceleration, strong first quarter performance, it reflects the strength durability and resiliency of the OpenText business model, but missed these global macro dynamics.

Upon the acquisition of Micro Focus, OpenText will be one of the world’s largest software and cloud companies with even larger and more diverse global customer base at greater scale, pursuing a $170 billion addressable market.

Micro Focus is the right company and the right opportunity with amazing products, strong talent, marquee customers and valued intellectual property and is a company that can gain value from the OpenText business system. I am so proud of the team for their incredible focus and execution and committed to company success.

Maybe the one that brings bring peace for all. With that, let me turn the call over to Madhu, my business partner and OpenText CFO..

Madhu Ranganathan President, Chief Financial Officer & Corporate Development

Yes, thank you, Mark, and thank you all for joining us today. All references are in millions of USD and compared to the same period in the prior fiscal year and are on a reported basis unless stated otherwise. So let me start with an overarching comment. OpenText’s Q1 results, they reflect continued strong execution in a dynamic macro environment.

Our results are consistent with expectations we shared with you on our last earnings call in August. We are well positioned to continue to execute on our strategic priorities and well prepared for the upcoming closing and integration of Micro Focus. Q1 revenue, we are very pleased with our Q1 revenue performance.

I will add a few comments here – in addition to the highlights shared by Mark. First, on foreign exchange, the U.S. dollar once again strengthened in the quarter. FX in Q1 was a revenue headwind of $40 million. Approximately half the impact was on customer support and another 30% on cloud.

We grew total revenue 7.1% in constant currency and 2.4% on a reported basis, the best Q1 in our history. Cloud renewal rate was 94%, steady sequentially and year-over-year, while off-cloud renewals reached 95%, the highest rate in the last 3 years.

Enterprise cloud bookings, our trailing 12-month enterprise cloud bookings were a very strong $496 million and $112 million in quarter, the highest in our history. The booking strength was broad-based across most products and geographies. We continue to see the number of large cloud deals and average minimum cloud contract value increase.

And many of these large cloud contracts have a duration well in excess of 3 years. Healthcare as a vertical stood out as an area of strength across our cloud. In content, we call our tourism food services and utilities in experienced life sciences and insurance and in business network, banking and professional services.

Now moving to other financial metrics on a year-over-year basis, gross margins improved in all items, and let me expand in cloud and customer support gross margin on a non-GAAP basis. Cloud gross margin was 67.9%, up 120 basis points compared to Q1 fiscal ‘22.

Customer support gross margin was 91.6%, 20 basis points higher than Q1 fiscal ‘22 and reflecting the continued stellar management of our marquee installed base by the OpenText worldwide renewals organization. Our expenses were up $41 million on a non-GAAP basis related to revenue growth and investments in R&D and sales and marketing.

The growth investments we have made over the last several years have paid off in the form of continued year-over-year organic growth in cloud and ARR, as Mark shared over seven consecutive quarters. Adjusted EBITDA for Q1 was $304 million or 35.7% of revenue versus 3.23% or 38.9%.

On a constant currency basis, adjusted EBITDA was $320 million or constant year-over-year. GAAP-based net income was a loss of $117 million during the quarter compared to income of $132 million in Q1 fiscal ‘22 due primarily to non-cash expenses for Micro Focus-related derivatives. Now let me expand the derivatives.

First, these charges were non-cash in nature. In connection with the proposed Micro Focus acquisition, as noted in our August 25 announcement during Q1, we entered into derivative transactions.

$1.825 billion of GBP forward contracts to satisfy UK cash confirmation requirements relating to the GBP-denominated purchase price and $1.38 billion of cross currency swaps relating to Micro Focus existing euro-denominated debt to fix its cost.

As the acquisition is not complete, these instruments did not qualify for hedge accounting and were measured at fair value at the end of Q1 compared to August 25, the transaction date.

The fair value changes were primarily driven by large FX fluctuations in GDP to USD, which resulted in a $181 million of unrealized losses for Q1, and these were recorded to other income expense line with the offsetting net liabilities recorded within current accounts payable and accrued liabilities.

You will note that our GAAP effective tax rate in Q1 was a negative 40.4%, driven by this non-cash book loss of $181 million from the derivative instruments. I have to say these losses have partially recovered since September 30 and will continue to be mark-to-market through the P&L until the close of the acquisition.

All detailed disclosures are available in our Form 10-Q filed today. Turning to operating and free cash flows, we generated $132 million in operating cash flows. Free cash flow in the quarter was $96 million or 11% of revenue. Q1 is a seasonally lower cash flow quarter. During Q1 fiscal ‘23, let me share a few other factors.

We continue to invest in talent, innovation and go-to-market initiatives. The foreign exchange impact was a headwind of $35 million to our collections. $26 million of higher cash taxes versus prior year and primarily due to Section 174 of the U.S. tax provisions acquiring companies to capitalize R&D at a higher base than before.

This was effective July 1, 2022, for us and also higher related installment payments. Given our continued and significant momentum into the trial, we decided to front end load the year our CapEx investments. CapEx disbursement in Q1 was $36 million or approximately 40% to 45% of our full year budget and compared to $27 million in the prior year.

The OpenText working capital engine has never been stronger. DSOs were 40 days in Q1, flat with the prior year and improved from 43 days in Q4 fiscal ‘22. Cash conversion cycle remains a high positive of 25 days and we remain ready to scale with the pending Micro Focus acquisition. Our business is annual and the quarters will vary.

So today, we’re providing you our expectations for full year fiscal ‘23 free cash flows to be approximately $725 million to $750 million or upper quartile low 20s as a percentage of total revenue.

Turning to balance sheet and liquidity, we ended the quarter with $1.7 billion of cash, another $750 million on our undrawn revolver, a very strong net leverage ratio of 2.1x. And as of September 30, approximately 75% of our outstanding debt is fixed. On outlook, let me turn to our targets and aspirations. The U.S. dollar remains strong.

We plan our business in constant currency and will present our business on a constant currency basis for our quarterly factors, total growth strategy and medium-term aspirations. For the second quarter of fiscal ‘23, you will see our quarterly factors outlined on Page 9 of our investor presentation.

For Q2, on a year-over-year basis in constant currency, we expect cloud revenue up 12% to 14%, ARR up 6% to 7%, total revenues up 4% to 5%. We expect FX to be a revenue headwind of $50 million to $55 million. We expect constant currency adjusted EBITDA dollars to be flat year-over-year as we continue to make investments in cloud security and edge.

We expect FX to be an adjusted EBITDA headwind of approximately $30 million. Again, all of this is available in our investor materials. Turning to fiscal ‘23 total growth strategy is provided on Page 10 of our investor deck and let me refer you back to Mark’s commentaries earlier with added clarity relating to foreign exchange.

Please note that we continue to share our materials in constant currency. At current rates, we expect the full year fiscal ‘23 FX headwind of approximately $160 million to $170 million, up from a prior estimate of $100 million.

Turning to free cash flow and capital allocation, on Page 14 of the investor presentation, we have added a new metric for fiscal ‘23 free cash flows. As mentioned earlier, excluding Micro Focus, we expect fiscal ‘23 FCF to be in the range of $725 million to $750 million or upper quartile low 20s range as a percentage of total revenue.

We are leaving our fiscal ‘25 FCF aspirations unchanged at $1.1 billion. And let me comment further on our capital allocation priorities.

First, as already highlighted, during the Micro Focus announcement, our priority after closing will be to bring our net leverage ratio to less than 3x within eight quarters – eight full quarters; and second, continuance of our dividend program, 20% of trailing 12-month free cash flows and dividend payout.

Third, as Mark noted, we will reconsider our share buyback program upon deleveraging. On medium-term aspirations on Page 12 of the investor presentation, you will see our details for fiscal ‘25, which again excludes Microfocus. There are no changes to our outlook, except for the change in capital allocation that I just mentioned.

Turning to dividend as part of our quarterly cash dividend program, our Board declared on November 2, 2022, a cash dividend of $0.24299 per common share, the record date for this dividend is December 2, 2022, and the payment date is December 22, 2022.

And let me summarize strong execution with the team as we kicked off our first fiscal quarter in a dynamic macro environment. We’re executing very well on OpenText’s strategic priorities and we’re approaching the acquisition of Micro Focus from a position of strength and leveraging our proven OpenText business system and the integration playbook.

On behalf of OpenText, I want to thank our shareholders, loyal customers and partners and a special thank you to my OpenText colleagues around the globe, you are a remarkable team. I will now turn the call over to the operator for your questions..

Operator

Thank you. [Operator Instructions] The first question comes from Steve Enders of Citi. Please go ahead..

George Kurosawa

Hi, thank you. This is George Kurosawa on for Steve. Just to start with some of the regulatory macro question. Can you guys give us an update on anything you see in terms of customer budgetary changes and behavior in reaching deal cycles, just anything you have right there? Thank you..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes. Thank you for the question. It’s steady as you go right now.

So in our part of the – of spending centers, as I talked about, the demand for digitalization continues strong and the continued migration of our installed base, new SaaS workloads that have come into our revenue streams, large business network customers consolidating global security, trust and compliance requirements.

So I’d say it’s steady as you go. And I wouldn’t shout out any changes on the dynamic over the last couple of quarters..

George Kurosawa

Great, thank you. And then as a follow-up, between the different areas of the portfolio, any areas you’d point out being stronger than expected or maybe a little bit softer than expected relative to your expectations? Thank you..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes, thank you again. Continued strength in migration to the private cloud for content and experience, we have new SaaS workloads coming in, both in our bookings and our revenue stream. As we talked about Titanium is a point in time, like 23.2%.

But every quarter, we’re releasing more and more public SaaS capabilities both in core content, core capture, core workflow, core e-signature and we’re winning business and it’s turning from bookings to revenue and our APIs. I’m quite excited about that. Titanium is starting to happen, and you can see it in our P&L and in our investments.

Business network, strengthening as the requirements in supply chain have gotten more difficult, where more watch tower requirements are required, where there is more regionalization. We’re in a position of strength to help deliver against that. And we have some unique dynamics in our SMB business that are positive to us in our SMB business.

We have strong renewals execution. We have the opportunity as upsell customers from E3 to E5 type of SKUs. We have a couple of competitors that are distracted in the marketplace. So we’re looking to take some share gains. We’re adding our own IP into SMB from everywhere from backup threat intelligence and now encrypted e-mail.

And we’ve got the ability to cross-sell Zix into carbon Webroot and Webroot – and Carbonite into Zix. So those are some of the favorable mix shifts that we’re seeing. We certainly have some countries that are a bit more affected in the dynamic. But the net of it all is quite a positive. I’ll note that we exited Russia very early on a while ago.

We didn’t really have exposure in Belarus or Ukraine. So those things are not affecting us at this point..

George Kurosawa

Great, and thanks for taking the questions..

Operator

The next question comes from Stephanie Price of CIBC. Please go ahead..

Stephanie Price

Hi, good evening.

Curious about the mix shift in your target model so cloud growth is up about 200 basis points at the midpoint and licenses down significantly, just curious what you’re seeing from clients that’s driving the revised target?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes, thank you, Stephanie. And yes, I mean, we had stellar cloud bookings in the quarter, up 37%. And on a trailing 12-month basis, cloud bookings up relatively the same 36% or just 1 percentage point difference. I mean that’s just stellar growth. And look, we’re winning – we win work and we win workloads.

The question is how does the customer consume them? Do they consume them private cloud? Do they consume them in our public cloud or do they consume them and want to own a license upfront. So with cloud up 37% in bookings and license down about 10% or a little less in constant currency, that’s very favorable to us.

So the net of it is share gains in that ratio. The net of that is clearly share, gains up 37% up and 7%, 8% down in constant currency. What’s driving talent shortages, the need – all the things we’ve talked about, the need to go faster, globalization, compliance, trust.

We added 100 new customers in the private cloud in the quarter, new public SaaS revenues flowing through the income statement now. So tell us a little more insight, Stephanie..

Stephanie Price

Thank you. And then Micro Focus released Q2 results this afternoon. I know you don’t want to speak specifically about the results, but obviously, constant currency revenue decline of 5% was an improvement over the first half levels.

Just curious how you’re thinking more generally about the opportunities and the biggest opportunity as you look to stabilize revenue in the business?.

Mark Barrenechea:.

code#1:.

Stephanie Price

Thank you. .

Operator

The next question comes from Paul Treiber of RBC Capital Markets. Please go ahead..

Paul Treiber

Thanks so much. Good afternoon. Just a follow-up question on Micro Focus, you had your user conference in October.

What’s been the feedback from your customers in regards to Micro Focus? And do you see your existing customer base as already large Micro Focus customers?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes. Paul, thanks for the question. I am not ready to get into that level of detail, right. And kind of percents of installed base or percent penetration, there is a bright line opportunity in the OpenText installed base, bright line opportunity. And we will talk more about that cross-selling opportunity when we post post-close.

The conference, our OpenText World, I guess last time flies last month, we call this the Greater Union. It was so wonderful to be in person, 1,200 people another 10,000 online, big themes that came out of that as we demonstrated a single information.

We have demonstrated the promise, finally, the promise of information management were across SAP, Salesforce, Microsoft, Google, ourselves, others, the same data shared across all these business applications seamlessly.

Also a very strong and positive response to sustainability and just how important this is in their world from recycling lubricants to full cycle battery care and to ICs and sensors and agriculture. So, those were some of the feedback from the event..

Paul Treiber

Looking at your cloud business, can you help explain the off-cloud renewal rates remain quite high despite uptake of the cloud.

Is that the cloud bookings, is that coming more from new workloads and new customers as opposed to a sort of a mass migration of your existing installed base?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes..

Paul Treiber

Do you want to?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

I could say it, yes, yes. You did give me a multiple choice. You gave me yes, I don’t know. Yes it is and I will give you and you are hearing this kind of the narrative. The first time for me is that our public SaaS workloads are added to our P&L, to our revenue. And so we have always talked – we have talked about our 90-day release cycles.

We have talked about Titanium coming in these chunks yes. Titanium is an end date, right, it’s not a start date. And we are winning business. We are winning workloads, it’s moving on bookings to revenue, and these are new. Customers gain great value off-cloud and as you noted a 95% renewal rate.

By the way, Micro Focus customers will benefit from that accelerated renewal rate. And then we add services on top of that. We could add public workloads on top of that. We could add APIs on top of that. We could add the managed services on top of that as well. So, we expect continued strength in our renewals business..

Paul Treiber

And just lastly, how do you think about – since you are giving cloud bookings, like the seasonality of bookings, the license business historically has been quite seasonal.

Should we expect cloud bookings to be that seasonal?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

We are going to have to let me – Madhu and I will think through that. We are an annual business and we are an annual business and quarters will vary. But let us think through kind of the seasonality of those bookings. But I will leave that with Madhu and I and we will think a little bit about that..

Paul Treiber

Thank you. I will pass it on..

Operator

[Operator Instructions] The next question comes from Richard Tse of National Bank Financial. Please go ahead..

Richard Tse

Yes. Thank you.

Just wondering if you can maybe update us on the major milestones here to clear prior to closing the transaction in Q1 – calendar Q1?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

What’s primarily remaining or sort of customary regulatory filings and approvals..

Richard Tse

Okay. So, the major one was recently the shareholder vote, I guess..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

That’s right. Yes, that’s correct. So we – shareholder vote, which was obviously positive into the affirmative. We have a series of regulatory filings. And Richard, we expect to be closed next quarter..

Richard Tse

Okay. And then – thank you for sharing that information in this deck you published on your quarter, that’s helpful and I was looking at the organic growth section. And you have obviously had a continued pace of organic growth in recent quarters here.

Given everything you highlighted about what the collective Micro Focus-OpenText brings, do you think that there is kind of a reasonable chance here that, that organic growth rate could accelerate beyond sort of the run rate that you have had given the size of the two companies?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes. I am not going to comment, but I appreciate the question, Richard. It’s a great question. We clearly feel very positive on our core business and especially amidst the global macro conditions. But I am going to reserve the answer to post closing to update our growth projections.

But as I have said in our commitments, we have our core OpenText business. We had seven consecutive quarters of cloud growth in constant currency. We don’t see a change in the dynamic in the coming quarters on the macro side and the core of our business. We see – we are committing to returning Micro Focus to organic growth.

What the enlarged group rate of organic growth is, I will reserve that until we close. But this is not just our ability to get upper quartile adjusted EBITDA, not for quartile adjusted free cash flows, we believe that the enlarged group will grow..

Richard Tse

Okay..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

The rate of which, we will talk about it on closing..

Richard Tse

Okay. And just the last one from me, obviously, the stock price hasn’t kind of reflected, I think the degree of potential accretion of this transaction. And we are certainly kind of ahead of the history that we have seen many acquisitions integrated.

So, looking back sort of in context, like can you maybe talk about, in your history with the company, what was the most challenging historic acquisition OpenText made prior to Micro Focus? And how do you think Micro Focus would compare that from a complexity of integration standpoint? Is it easier about the same, harder just to kind of give people some context, because I think by and large, those are the questions I am getting that, that’s really where the concern is that’s sort of the integration and the complexity of that? Thank you..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes. There is a lot in there, and I appreciate it. And I appreciate the question. We are focused on building one of the world’s largest cloud and software businesses. And we are a quarter away from our close.

And like I am not going to – I don’t know how to truly comment on a stock price other to say that when you look at a situation where markets can value risk, markets can’t value uncertainty. And we are closing. We are confident we are going to close. We are confident in our models. And we have a different perspective of the – perhaps the uncertainty.

And it’s okay. We are building our business, we are building the world’s largest – cloud and software businesses, the performance of both companies are very clear. Our business is growing. You have heard our commitments and investors will make their choice. We have made our choices, and we are owners, not renters in our business.

And we are focused on building for the long-term. I will tell you some of our experiences that will shape the integration plan. We look at Documentum, and we turned a low margin, low efficient renewal business into a powerhouse. That informs us very well on the renewals business. We acquired two HP businesses prior to this.

So, we have good insight into culture and value and systems. Our playbook of – we are going to make the hard decisions early, not late. We take a philosophy of adopting go. There is two of something, we don’t need a third. We got two of something, we are going to pick one, adopt and go. We will pick our leadership team early. We will integrate fast.

We will consolidate to the best working system. We will pick the best of the people, and speed, and unity is top of the mark. So, let me just pause there and see if there is anything you want to go into..

Richard Tse

No, that’s good. No, I think it’s just too important for people to have that context because I am not sure that everyone to have that history in terms of seeing the acquisitions you have made and sort of the success that you have had, so anyways that’s great. Thank you very much..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes and if we put just ratios in perspective, right, when we acquired GXS, it was – we added a third to our business. Upon closing next quarter, this will add 43% to our business, right. So, we are stepping up from 33% to 43%. And we are a much larger company today, much more efficient company than when we brought GXS onboard..

Richard Tse

Okay. Thanks Mark. Appreciate it..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Thank you..

Operator

The next question comes from Thanos Moschopoulos of BMO Capital Markets. Please go ahead..

Thanos Moschopoulos

Hi. Good afternoon. Mark, I don’t know if you can comment, but also you can stab at it, which is the macro backdrop.

Obviously, you see a bit different now than it was when you announced a Micro Focus transaction, how might we think about just the potential macro impacts and how that might play out Micro Focus? I mean could you point to, for example, maybe some of the areas you are focused on like application modernization and perhaps macro resilient, or just any comment just how to think about that given the changing backdrop?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Sure thing, well, I think the first is, I just start actually at an industry level, an industry exposure. The ability of governments there is sort of good cholesterol and bad cholesterol, right. I mean good cholesterol, around having strong exposure to governments, heavy manufacturing, healthcare, local government, not just Federal, but local as well.

A lot of great work happening in financial services as well. And these are industries where we have sort of common weight, if you will, across the two businesses. These are good places to be for – regardless of inflation. We at OpenText, continue to put our annual price increases in place, currency adjustments.

The market has changed a bit where it’s accepting from tech companies price increases and you are grabbing them more judiciously. A practice we will make sure that we apply.

So, I mean Thanos, I don’t want to get into too much detail on their portfolio, what’s sort of more inflation maybe or for macro adjusted cyber, the full stack cyber security trust and compliance. The needs are skyrocketing. We have commercial customers who will no longer just accept SOC 1, SOC 2 and sort of industry security and compliance.

They want FedRAMP or Protected B or the equivalents in other countries of military style security and compliance in the private cloud, not just their commercial. That will apply very directly over to Micro Focus as well. So, I will reserve that until we close, but maybe the industry comment, the security and privacy comments are helpful..

Thanos Moschopoulos

Great. And then just a quick one for Madhu, which is your cloud gross margin is obviously up a fair bit year-over-year in the quarter.

That you are guiding for cloud margins to be constant on a full year basis in ‘23 versus ‘22? So, just remind us why that’s the case, I mean despite the fact that you are obviously seeing the cloud growth and you integrated GXS, it looks like, I can see some leverage on the cloud gross margin line versus some of the offsets in that regard?.

Madhu Ranganathan President, Chief Financial Officer & Corporate Development

Yes. Absolutely, so in the quarter, our cloud gross margin was 130 basis points higher year-over-year. But you surmise is reasonable in terms of how we look at it for the remainder of the year. We are going to continue to prioritize investments in cloud for all the reasons Mark has been sharing in the remainder of the year.

Should we do better and acquire less over time, we will definitely see the cloud gross margins improve. Zix, Carbonite, our SMB&C, where it’s purely SaaS cloud, they are holding the gross margins, obviously. So, the investments and improvement, you will see coming out of the enterprise side. So, yes, we are holding it somewhat flat.

And as we evaluate investments and gain efficiencies earlier, you might certainly see some pickup towards the end of the year..

Thanos Moschopoulos

Yes. Clear. Thanks..

Operator

The next question comes from Daniel Chan of TD Securities. Please go ahead..

Daniel Chan

Hi. Good afternoon. Mark, given that it looks like this deal is going to go through. Any things you guys ramping up now or any investments that you need to make ahead of the deal closing. For example, you guys were talking about big cross-sell opportunity with the cloud.

Do you have to scale up your cloud infrastructure when that deal closes?.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes. Dan, thanks for the question. It’s normal course investments right now.

Our private cloud, we have always had a very great – very modern process that when we win a private cloud, we are able to onboard the infrastructure rapidly and with more hyperscaler partnerships, our ability to provision and turn on as a matter of days right now, getting to kind of the physical environment.

Look, if our public SaaS workloads go faster, that would be a delight. And then we would have to talk about the more capital investments we need to make there. We just made some, as you have noted – as Madhu noted, as we are seeing our own Titanium scale ramping. But I wouldn’t say anything out of the normal course right now.

And our private cloud is a great model where we can – upon winning big contracts and big business, we can get infrastructures up in days now, not months..

Daniel Chan

Thanks. That’s helpful. How about on the Micro Focus side with the revenue stabilizing, it looks like much of the heavy lifting has worked. But any other investments in Micro Focus’ products after you close the deal to integrate with yours? Thank you..

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Yes. Dan, as we noted earlier, together, the issue is not investments on the combined R&D line. We have plenty of investments. We are going to have exciting prioritization opportunity of how we prioritize the full security stack, how we prioritize private cloud. So, it’s not about the need for a higher investment rate. We are up to 14%.

If you can remind me, I think they are up to 15%-ish on their R&D investments. That’s a good healthy investment spend. So, when we close, we will talk about the joint prioritization..

Daniel Chan

Thank you..

Operator

Thank you. I will now hand the call back over to Mr. Barrenechea for closing remarks..

End of Q&A:.

Mark Barrenechea Vice Chairman, Chief Executive Officer & Chief Technology Officer

Alright. Very good. Thank you, Madhu. Thank you, Harry. Thank you everyone for joining us today. Harry, Greg, Madhu and myself, we are very prescriptively taking the approach to have high engagement this quarter. As you heard in Harry’s comments, we have close to a dozen conferences we will be attending, including myself.

We look forward to the high engagement and thank you for your interest in OpenText. That ends today’s call..

Operator

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

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2016 Q-4 Q-3 Q-2 Q-1
2015 Q-4 Q-3 Q-2 Q-1
2014 Q-4 Q-3 Q-2 Q-1