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Micro Focus Intl PLC (MFGP)
Q4 2020 Earnings Call
Feb 9, 2021, 8:30 a.m. ET


  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Ben Donnelly -- Head of Investor relations

Good afternoon, everyone. This Earnings Call Covers the 12-Month Period to the 31st of October 2020. I'm joined by our Chief Executive Officer, Stephen Murdoch; and our Chief Financial Officer, Brian McArthur-Muscroft. In a moment, I will hand over to Stephen for some comments on our performance in the period.

Please note that for those of you already accessing the webcast facility accompanying this call, you will find a few slides to support Stephen's comments. For those participating only by phone, the webcast and the slides can be accessed through the front page of the Investor Relations section of the Micro Focus website. A recording of this call and those slides will be available shortly after this call finishes. The call will consist of a short presentation, followed by an opportunity for Q&A at the end.

I would now like to hand over to Stephen for some introductory remarks.

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Stephen Murdoch -- Chief Executive Officer

Thank you, Ben. Last February, we shared with you a three-year strategic plan. One year in, we're making solid progress in delivering our objectives despite the backdrop of the pandemic throughout most of the fiscal 12 months we're covering today. The additional challenges of executing a turnaround plan and what has effectively been a global lockdown for the period are significant, and I would like to thank our customers and our employees for the flexibility, resilience and commitment in adopting new ways of working, helping ensure we not only delivered business continuity but also made progress in the first year of our turnaround plan. As we now enter the second year of the plan, we believe we are better positioned to deliver against our three primary medium-term goals of stabilizing revenues, optimizing EBITDA margins, and generating significant levels of free cash flow.

Our revenue performance in the period was consistent with market expectations at a 10% year-over-year decline. In addition to the macro challenges, we also executed significant change within the business. So within this context, it was encouraging that we delivered an improvement in revenue trajectory across all revenue streams in the second half of the period, moving from 11.3% decline in the first half to an 8.9% decline in the second half. Clearly, we recognize that there remains a great deal still to do, but the trends in underlying operational metrics are improving and give us confidence that the actions we are taking are beginning to have a positive impact on revenue performance.

The Group delivered adjusted EBITDA of $1.17 billion with performance being underpinned by a combination of specific cost reduction programs and a natural reduction in costs, such as travel. Cash generation in the period was ahead of expectations, primarily as a result of strong execution in working capital management.

The Board has taken a decision to record a non-operating charge relating to goodwill impairment of $2.8 billion for the period. This impairment charge reflects changes in our trading performance and overall environment when compared to the original projections we made at the time of the HPE Software acquisition. It's important to note that this charge does not impact our underlying profitability or cash generation in the period, as I have just outlined have remained strong. Brian will cover these areas in more detail later.

The successful refinancing of our $1.4 billion term loan that we completed in May 2020 was oversubscribed and means our next term loan is not due to mature until June 2024. Given the cash generation performance of the business, the Board has taken the decision to reinstate the dividend. As such, we're proposing a final dividend of $0.155 per share. Going forward, we will continue to balance equity returns, debt reduction and investment in the business. In FY 21, we intend to pay a dividend that is approximately five times covered and look to increase this back toward historic coverage levels over time and in line with this balanced approach.

In summary, we've now completed the first year of our three-year plan, are encouraged by progress so far and have continued to improve our execution plans to better position ourselves for the next phase of our turnaround.

I now want to provide some additional color on the period by summarizing performance at the product group level as shown on Slide 6. AMC is a stable and highly cash-generative portfolio. The key area to highlight here is our mainframe application modernization solutions, where we have a leadership position. COVID-19 is having an interesting impact in this area. On one hand, customer interest has never been stronger, but projects are typically large in scale and customers have flexibility on when and how these projects are initiated. Our performance in the period was impacted by this, as customers were understandably cautious and either delayed or rephased projects in response to the immediate term challenges and uncertainty of the pandemic. However, we are increasingly confident that demand in this area will continue to increase and contribute to the ongoing strength and stability of this portfolio overall.

ADM performance was below our expectations and driven in part by inconsistent execution. The key solutions within this portfolio are well positioned and help some of the world's largest organizations build an integrated end-to-end software delivery process, which is increasingly key to the businesses. We're taking action to ensure these trends translate into better performance by repositioning key license and SaaS offerings, and improving the depth of specialist skills and execution capability within our sales teams.

Performance in ITOM was also below expectations, and again driven in large part by execution challenges. The sales execution improvements I've just covered also apply here. In addition, we've taken initial corrective actions specific to this portfolio that are focused on improving maintenance renewal performance and reinvigorating under-exploited areas of product strength.

In Security, we're pleased with progress made and the investments have progressed as planned. The delivery of innovation within the product portfolio has been strong, and customer engagement and market recognition of this are now improving. Operationally, there has been good progress in each sub-portfolio, maintenance revenue performance improved, and key SaaS offerings returned to growth in the second half of the year. We remain confident that this business will be a growth portfolio for the group within the next 18 months.

Finally IM&G. Key within this portfolio are the investments in Vertica and the repositioning of Digital Safe as a cloud-based solution. In Vertica, we've repositioned the portfolio to drive growth, specifically in SaaS and subscription. And the work in Digital Safe will complete this year such that we can reposition it for growth in the future.

In summary, good progress in Security and IM&G, consistency in AMC and work to do in both ITOM and ADM.

Turning now to Slide 7. Our three-year plan aims to create a business which is more efficient, agile and better able to execute consistently in the delivery of our customer value propositions. Given the breadth of this plan, we felt it would be helpful to provide additional detail on progress in FY '20 and how we intend to build on this in FY '21 and into '22.

Firstly, evolving our operating model to accelerate key areas of differentiation within our portfolios and improve the visibility of this differentiation and our overall product strategies to our customers and the broader market. By this, we mean being obsessed with delivering innovation across the portfolio in areas where we are best positioned to help customers and be sharper in targeting this investment to capture growth areas in the key markets in which we operate.

In FY '20, we delivered over 500 product releases with approximately 120 of these in Security alone. We've also improved our SaaS and subscription offerings across the group. In Security and Vertica, we launched new offerings as part of the increased investment in these portfolios. In ADM, improvements have been made to our existing offerings. And within ITOM and IM&G, the remediation of historical issues with some purely positioned and unprofitable offerings is at an advanced stage.

The second area of focus is to deliver operational excellence. Within this, we have two key priorities. Firstly, the transformation of our go-to-market organization to drive significant improvements in sales productivity. In FY '20, the priority has been getting the right fundamentals in place to drive systematic progress. This includes implementing a standard approach globally for how we sell, train, and equip our sales teams; deploying consistent sales management system to ensure accountability and the performance gaps are identified to enable earlier corrective action; reengineering our approach to ensure deeper levels of product specialism; and executing comprehensive changes to the sales leadership team.

The second operational priority relates to the changes we are making to our core IT systems and business processes, aimed at simplifying operations and delivering a more flexible and efficient operating platform. Key within this is our move to a single set of core IT systems, and I'm pleased to be able to update you that last month we made the important step of migrating a significant number of our employees to the new IT environment. Our current expectation is for the remainder of our employees to be migrated to this new environment later in the financial year as planned.

I would now like to spend a few minutes talking about how we plan to consolidate the progress to date and accelerate where possible in FY '21 and into FY '22. In systems and infrastructure, the work we're doing now will deliver a simpler and more efficient operational backbone for the group. This means standardizing IT systems and removing unproductive or unnecessary structure.

During FY '21, our goal is to complete the transition to a single set of IT systems as effectively as possible with minimum disruption to our day-to-day operations. Successful execution will provide the platform for delivering significant improvements in overall organizational productivity. The completion of this project will also be a significant step forward culturally for the business, enabling our people to work more effectively as one team focused on improving our business and delivering a smoother, richer experience for our customers.

In restructuring our go-to-market, we have two objectives. Firstly to improve productivity and secondly to have a coverage model that ensures we deploy the right skilled resources over the best opportunities consistently globally. In FY '20, we put the foundations in place and strengthened the leadership. Now in FY '21, we're focused on consolidating and embedding the work done in FY '20, building deeper levels of product specialism which we began in the middle of last year with Security and Vertica and you will see similar approaches within the other portfolios. And in support of this, we are also restructuring sales coverage and compensation models.

By the time we exit FY '22, we intend for this progress to lead to an end-to-end customer engagement model that ensures we deploy resources effectively to deliver maximum customer impact and hence business performance. This combination of both systems and infrastructure and go-to-market work will deliver operational efficiencies and productivity enhancements, which we will wither use to fund incremental investments in revenue generation or to reduce our cost base. Simply put, we're seeking to deliver a sharper, differentiated focus on leveraging areas of strength and correcting hotspots within the business. I now want to go a little deeper on an important example of this.

Turning to Slide 10. To deliver stable and growing revenues, we need to improve the level of recurring revenues within the business. This means growing in SaaS and subscription and stabilizing maintenance revenues.

In SaaS and subscription, we have a clear plan toward a multi-year transition for elements of our portfolio. In FY '21, we'll continue to invest in infrastructure and delivering product enhancements, and you will begin to see us lead with SaaS and subscription offerings in certain areas. As we progress further and into FY '22, we expect certain areas of the business will be SaaS or subscription-only and we will further restructure sales plans to help achieve this.

Maintenance is approximately 60% of our Group revenue and therefore overall stabilization and growth requires an improvement in the maintenance line. We made initial changes in FY '20 with key sales teams incentivized on retention and renewals in addition to new business sales. We're taking this focus on investment further by building our customer success organization, the focus of which is to improve customer adoption of the latest versions of our products and support very targeted corrective actions on hotspots where we have attrition rates which are too high. As we progress further into '22, the expectation is that these changes will lead to better customer experience and improve performance in this key area.

Before I close and hand over to Brian, I'd like to talk about our customers. When we execute well, our approach to digital transformation resonate strongly with customers. We're seen as a trusted partner, committed to helping customers deal with the challenge of running and transforming their businesses simultaneously. This means reducing day-to-day operating costs while improving levels of cyber resiliency and investing in the latest innovation to exploit new opportunities of business models.

Our product development prioritize these enabling customers to build on their existing investments while exploiting the innovation we're delivering through expanded capabilities in cloud, artificial intelligence, cyber resilience, analytics and application modernization. Some of the world's largest organizations rely on our products to run and transform their businesses. For them, we are focused on accelerating the delivery of new business applications, simplifying operations to reduce cost and improve flexibility, turning analytics into insight and action, and in this increasingly complex online world, helping customers build comprehensive cyber resiliency.

Our products are deeply embedded and often mission-critical. The transformation work we are doing, and I've covered earlier, is aimed at ensuring we execute against these capabilities more consistently, delivering a better outcome for all stakeholders.

Now let me hand over to Brian to take you through our financial performance in more detail before I return to talk about the outlook and what Micro Focus will look like in FY '23 after the turnaround plan is complete.

Brian McArthur-Muscroft -- Chief Financial Officer

Thank you, Stephen. And hello, everyone, and thank you for joining the call. As communicated last February, the business has made a number of fundamental changes to the way we operate, which starts to improve the rates of revenue decline in the second half of the financial period. This has allowed us to reposition the business to deliver against our three-year turnaround plan. The objective for the business now is to make incremental improvements to our revenue trajectory, simplifying operations and ensuring that the cost savings made over the past year, partly as a result of the pandemic, continue to be sustained.

Before we discuss our financial performance in detail, I would like to remind everyone that we adopted the IFRS 16 leasing standard from this year. As a result, a number of the performance measures included in this presentation have been impacted by this change and we have not restated prior-year comparatives. As we go through the various measures, I will highlight these impacts. We've also included the estimated year-on-year impact in Appendix 1 of this presentation. The information I refer to on this first slide is on a constant-currency basis. And for further detail on the impact of currency movements, please refer to Appendix 2.

So let me give you an overview of our financial performance for the year. As already covered by Stephen, revenue declined year-on-year by 10%. However, we delivered a moderation in the rate of revenue decline across all revenue streams in the second half of the financial period. As a result, second half revenue declined by 8.9% when compared to the prior period, whereas the first half declined 11.3%.

License revenue declined by 19.1% and this revenue stream is the area of the business impacted most by the transformation activities set out by Stephen and is also the most sensitive to macroeconomic uncertainty. The operational metrics we used to monitor our sales force suggest these changes began to have a positive impact in the second half of the financial period, but we recognize there is more work to do.

Maintenance revenue declined by 6.3% in FY '20 with that decline driven by our ITOM and ADM product groups. These declined by 12.7% and 10.3%, respectively. Maintenance revenues within both Security and IM&G returned to growth in the period. In Security, this growth was driven by a change in mix at a sub-portfolio level and an improvement in renewal rates in our core operations. Within IM&G, the growth was driven by Vertica, where our new subscription offering is recorded within the license and maintenance revenue streams in accordance with the terms of the customer agreements.

Our AMC maintenance revenue was broadly flat year-on-year. SaaS and other recurring revenue declined 11.8% in FY '20. We've delivered a number of our objectives in respect of this revenue stream, and the decline in the period reflects disruption from the restructuring of the offerings. Encouragingly a number of these customer propositions returned to growth in the second half of the year.

Consulting revenue declined by 12.5% in the period and we now expect this revenue stream to trend in line with new licence of SaaS revenues.

The Group generated an adjusted EBITDA of $1.17 billion during the period at a margin of 39.1%. As a reminder, the Group adopted IFRS 16 in the financial period and we have not restated the prior-year comparative. Excluding this, the Group's adjusted EBITDA margin would have been 36.6%.

In FY '20, we also reacted quickly to the pandemic and the impact on revenue to protect the adjusted EBITDA and ultimately the free cash flow of the business. This has been achieved primarily due to the effective management of variable and discretionary costs, in addition to a natural reduction in certain costs as a direct result of the pandemic itself. We reduced spend further by putting in place strict headcount controls in all but a few high priority areas where we previously outlined our need to invest.

Costs have also been reduced in areas such as travel and entertainment, plus general office costs as the vast majority of our workforce have been working from home. As the world begins to come out of lockdown, it is expected that our employees will return to business travel only when this is absolutely necessary. In summary, we've generated approximately $1.2 billion of adjusted EBITDA in a period which includes multiple transformation programs and our response to COVID-19, demonstrating the resilience that underpins our business model.

Moving now to some of the other key financial performance metrics. Firstly, exceptional items. The development of our new IT platform and other restructuring activities, which had previously been communicated, have incurred exceptional expenditure of $185 million in the period. Spend in relation to IT systems, totaled $101 million of this amount. And as we've consistently communicated, this is a complex multi-period IT project and due to complete within FY '21. We will incur approximately $80 million remaining costs associated with this program during FY '21 and this is broadly in line with our previous estimates, following the delays associated with COVID-19 that we spoke about last summer.

We've always said that we view this as the platform for further margin expansion, and our response to COVID-19 has given us the opportunity to accelerate our plans on this further. When we spoke in the summer, we stated that we will not return to the old way of working and in our continued drive toward operational excellence, we've identified a number of cost savings, which can be achieved by adapting the way we work. We estimate the exceptional costs associated with this program in FY '21 to be between $50 million and $60 million.

However, these programs will deliver annualized cost savings of approximately $90 million through the delivering of further efficiencies in the way we work and a reduction in fixed cost associated with property. Perhaps more importantly, the business will be more agile and able to respond to changes quicker. The objective is to restructure and simplify now, so that as revenue stabilize and begin to grow, we have greater operational leverage to benefit from.

In FY '20, the Group recognized an impairment charge of $2.8 billion. This impairment charge reflects our trading performance and the macro environment, when compared to the original projections produced at the time of the HPE Software acquisition back in 2017. While substantial, this charge is a non-cash item and so does not impact the cash generated by the business in the year, which has remained strong.

As Stephen set out earlier, today we are reinstating the dividend and the Board are proposing a dividend of $0.155 per share. This is equivalent to half year's dividend up five times cover. We appreciate the importance of the dividend to our shareholders and the business is highly cash generative with over $700 million of cash at hand at 31 October 2020. That said, our leverage remains above our medium-term target and we need to balance our uses of cash to ensure that we are managing the business for the long term. As such, going forward, we aim to pay a dividend that is approximately five times covered by our adjusted profit after tax, and we will look to gradually progress this as we continue to stabilize the business.

The Group's net debt at 31 October 2020 was $4.15 billion after recognizing an additional $230 million in relation to operating leases following the adoption of IFRS 16. On a like-for-like basis, net debt was reduced by over $400 million during FY '20, and I'll discuss this topic a bit later in the presentation.

So turning to Slide 15, Micro Focus continues to be a highly cash generative business. In FY '20 alone, the Group generated over $1 billion of cash from operations and that is after cash spent on exceptional items. The year-on-year comparison of free cash flow has been impacted by the adoption of IFRS 16 and the disposal of SUSE in the previous accounting period.

Firstly, the adoption of IFRS 16 means that the presentation of cash generated from operations, interest payments and finance lease payments are not comparable year-on-year. However, total free cash flow included on this slide is not impacted by the change in accounting policy. Secondly, FY '19 included four months of cash generation in relation to SUSE.

So now turning to the key drivers of our cash performance in the period. Free cash flow of $511 million was toward the upper end of our expectations. This performance reflects our cost control measures, a continued focus on receivables collection and the phasing of both exceptional and working capital spend between FY '20 and FY '21. In total, we estimate approximately $80 million of the FY '20 performance relates to this phasing and will therefore reduce FY '21 free cash flow.

In FY '20, the Group had a $33 million inflow from working capital compared to an outflow of $121 million in FY '19. The primary reason for the improvement year-on-year is the continued improvement in our collection of aged receivables. Today, our cash collections have not been impacted by COVID-19 and the teams continue collecting the remaining aged debt from the HPE Software transaction.

The Group's working capital movements are driven by a number of individual movements, and as such we provided some supplementary analysis in Appendix 3 of this presentation. This working capital performance has meant adjusted cash conversion in the period has been particularly strong at 113%. As you can see, the current year is 17 percentage points higher than the comparable period last year, despite the current economic headwinds.

We're now getting to the stage where the level of aged debt allowance sheet are close to business-as-usual levels, and therefore we do not expect a similar quantum of inflow next year. We continue to target an adjusted cash conversion of between 95% to 100% in any financial year, consistent with our previous guidance. In addition, the free cash flow was reduced by $48 million in FY '20 due to the one-time costs associated with the successful refinancing of the Group's term loan facilities. As we think about free cash flow in FY '21, we anticipate a number of one-off impacts on our performance. A significant portion of these one-off impacts are timing differences rather than an overall reduction in free cash flow.

As previously disclosed and similar to a number of U.K.-listed companies, we had a potential tax liability in relation to EU State Aid. The latest update on this case requires the British government to collect this amount in this financial year, in line with the EU requirements. As such, we have a cash outflow of $45 million in respect of this liability with the maximum total liability of $60 million. However, we remain of the view[Phonetic] that this amount will be repaid to the Company once the case is decided in the courts. As such, we expect this to be a cash outflow in FY '21 with a corresponding inflow anticipated in the future accounting period.

Secondly, there is the exceptional spend. In total, in FY '21, we have $80 million of costs relating to the IT platform. Included in this amount is approximately $50 million that is moved out of FY '20 and into FY '21 as a result of the phasing of this important program. In addition to this IT cost, we have $50 million to $60 million of new exceptional spend, which I discussed on the previous slide.

In cash terms, therefore, the total exceptional spend is expected to be approximately $130 million to $140 million in the year. Again, these one-time investments are being made to deliver outyear benefits, but will suppress our free cash flow this year. As a result of these items, we've elected to give the additional disclosure of adjusted free cash flow, which is free cash flow as previously defined but excluding the cash impact of exceptional spend. This adjusted measure is intended to present the cash-generating qualities of the business from trading performance only and excluding the one-time cost of delivering our transformation activities. In our view, this enables a better understanding of the underlying trajectory of the business as we deliver on our plans. Clearly, the intention is the burden of ongoing exceptional costs will fall away and the two measures will converge.

So moving to my final slide, we turn to the Group's balance sheet strength. In May 2020, the Group successfully refinanced its $1.4 billion term loan, which was due for repayment in November 2021. The successful completion of this refinancing was particularly pleasing, given the strong demand for the Group's debt at a time of significant macroeconomic uncertainty. The offering was substantially oversubscribed with approximately $2.5 billion in the order book at closing.

In addition, in September of this financial period, the Group extended to extend our RCF and extending the facility. We took the opportunity to review the Group's borrowing requirements in the light of the strong cash generation of the business. As a result, the Board elected to reduce the size of the RCF to $350 million. These actions reduced the Company's gross debt and both upfront and ongoing costs associated with the facility. On a like-for-like basis, the Group reduced net debt by over $400 million in FY '20, despite the headwind of COVID-19.

We're also electing to repay $80 million against our term loans in the first half of FY '21. This is a continuation of our intention to reduce gross debt and interest charges. This does not impact net debt or leverage of course. Our leverage was 3.5 times at 31 October 2020, which is in line with our original expectations following the actions taken as part of the Strategic and Operational Review.

Finally, I'll close in saying that we've made substantial progress in FY '20. There is a clear operational plan to deliver revenue stabilization while we maintain our relentless focus on cost management over the remaining two years of our turnaround plan. We've successfully managed our aged receivables and unbilled balances, which are back down to normalized levels. We've also refinanced our credit facilities, meaning we now have no debt facilities due for maturity until June 2024.

With that, I will hand you back to Stephen for comments on outlook and guidance before we move on to Q&A. Thank you. Stephen?

Stephen Murdoch -- Chief Executive Officer

Thank you, Brian. Turning now to our outlook. Revenue stabilization remains our most important business objective. We're committed to achieving this objective as we exit financial year 2023, despite the operational headwind the pandemic created in the first year of our three-year turnaround plan. To deliver against this goal, we're targeting incremental improvements in revenue trajectory annually. The second half of FY '20 saw a sequential improvement in revenue performance and we've continued this momentum into the first quarter of FY '21.

Finally, I want to finish by summarizing our ambition for the business post-turnaround and what that means for the Group. Stable revenues. Stable revenues for Micro Focus will mean we have a go-to-market organization, which delivers consistently for our customers. Our growth products are well positioned in key markets and delivering revenue growth. Our subscription and SaaS offerings are key parts of our portfolio and again delivering growth.

Efficient cost base. This means we will have completed our internal digital transformation program, and now have an operating platform which supports a more efficient and agile business. Ultimately, this will mean we have the cost base to deliver operational leverage as revenue stabilize and ultimately grow. It is a combination of all these factors, which will provide the opportunity for margin expansion and the sustainable generation of free cash flow.

Thank you for your time today. Before I hand back to the operator to open up for Q&A, I wanted to take a moment to talk about Brian. As many of you know, Brian has been offered an opportunity to take a new role outside of Micro Focus, and he will be leaving us in the coming months once we have found a successor. Brian has been CFO through a time of major change for the Company. And on behalf of the Board, I thank him for his significant contribution to the Company during this time.

Operator, can you open up for Q&A now, please?

Questions and Answers:


Of course. [Operator Instructions] Our first caller on the line is Charlie Brennan of Credit Suisse. Charlie, when you're ready, please go ahead.

Charlie Brennan -- Credit Suisse -- Analyst

Great. Thanks for taking my question. Can I ask two questions, please? The first is just on your maintenance trajectory. It's obviously an important component of getting back to revenue stability. Can you just give us a sense of where churn rates are for your maintenance portfolio? And behind that, were people are choosing not to renew with Micro Focus? Are they actually leaving Micro Focus and going to competitors? Or are they just choosing not to renew their maintenance contracts?

And then, as long as I can remember, I think Micro Focus has been talking about optimizing maintenance. What low-hanging fruit is left for you to go after to try and improve the maintenance rates? And then, sorry that was a long question, just as a quick follow-up, as a financial question, it feels like there are ongoing investments to your medium-term targets in '21, and I guess that means the EBITDA margins could be under pressure this year. Are you confident to say that '21 is going to be the floor for EBITDA margins? Thank you.

Stephen Murdoch -- Chief Executive Officer

Yeah. Let's do the last question first. Charlie, yes we are. We -- this year, we're making the right decisions for the long term for the business, and we have less of the kind of normal tailwinds that we would have to offset through things like natural attrition, for example, in the business, plus we've got our major systems transition, as you know, is now under way. And that means we're being cautious in terms of just how effectively we're able to run the business during this 12 months, while we make that transition. So yes, we are.

And we actually believe we've got quite a lot of opportunity in front of us ideally for productivity capture rather than cost optimization, Charlie, because we actually -- we want to push the productivity and seek to generate additional revenue opportunities.

In terms of maintenance, we don't disclose churn rate specifically for a number of reasons that we've discussed, and most importantly among them, competitive positioning. I would encourage you to look at the trajectory as we exit the -- the trajectory in the whole of last year as broadly speaking, what we're looking to do this year. Within that, we've got very specific actions on what I described in my earlier remarks as the hotspots in the portfolio. So those are areas where we have elevated churn rates. And there's three or four places there that if we can make material progress, we'll have a significant impact in the total. And the type of activity we're doing there is everything from very targeted consulting offers on our expense to move customers to the latest versions of the product where they're significantly [Indecipherable] level through to the customer success organization, which is ensuring really effective usage of the product and optimizing customer value from it.

So we've got a number of -- number of improvement areas. When people don't renew, it tends to be any mix of reasons, like the one that you've just talked about. So it might be a shift in weight of the portfolios. So they might be doing more in a hosted environment, unless on premise in which case they need less on-premise software to monitor and we need to capture that work load through new SaaS offerings, rather than through our existing offerings, through to -- there's quite a lot of, as you know, to state the obvious, it's quite a lot of financial stress in the system in a number of industries and they're looking for opportunities to reduce costs.

So of course, there's a little bit of that. But in essence, I would say, the churn improvement opportunities are more about our ability to execute against them than anything we see macro in the market. So hopefully that covered all your points there, Charlie. But if I didn't, I'm happy to pick them up again offline.

Charlie Brennan -- Credit Suisse -- Analyst

Perfect. Thank you.


Moving on to our next caller, we have Michael Briest of UBS. When you're ready, Michael, please go ahead.

Michael Briest -- UBS -- Analyst

Thanks, and good afternoon. Two or three from me if I may. I think historically, Brian, the Company disclosed the bonus and commission accruals. 2019 was $75 million, down from $163 million. Understandably, that was a difficult year. And I'm just wondering if you can give us a feel for how 2020 progressed and do we go back to a more normal number, and does that become a headwind to profitability expansion?

And then just on cost this year, that's something you have sort of control over. What should we be thinking about the rate of cost reduction in 2021 over 2020? And then I've got one for Stephen after that.

Brian McArthur-Muscroft -- Chief Financial Officer

Okay. Well, let me take the cost reduction question. And cost reductions, we intend to carry on roughly at the rate we have been generally through '19 and '20. But against those cost reductions, we've chosen, as we said in the presentation, to reinvest quite a lot against those cost reductions. I think we mentioned earlier in the call, we pursue around $80 million to $90 million in 2021 is what we're guiding for those investments. And those are not exceptional spend items, they are items that are going through the P&L, and therefore, will count against the cost reductions themselves.

On a net basis, I'm looking for cost reductions of around $30 million to $40 million on top of that $90 million of reinvested spend, and I would expect actually then they are off the cost reductions to actually accelerate beyond '21 into '22 for two reasons. Number one, we will have to Stack C completed and be on a single platform and be able to push on. And then I think, naturally we'll be able to also to go after significant additional cost on top of just Stack C system savings, due to having a whole load of manual workarounds that the businesses had to cope with previously being able to be removed, and therefore continuation in a lot more productivity and efficiency.

Michael Briest -- UBS -- Analyst

Right. And so just to be clear, your net savings will be $30 million to $40 million or...

Brian McArthur-Muscroft -- Chief Financial Officer

Yes, Correct.

Michael Briest -- UBS -- Analyst

$80 million to $90 million -- OK. So that's...

Brian McArthur-Muscroft -- Chief Financial Officer

Also, the $80 million to $90 million, the net saving.

Michael Briest -- UBS -- Analyst

And on bonuses, I mean, have they normalized, was last year higher than 2019, can you say?

Ben Donnelly -- Head of Investor relations

Yes. On the bonuses, Michael, the year-on-year impact, which the way to think about it, was negligible on the business. You're talking kind of less than -- that number is now less than 1% of the cost base kind of year-on-year impact, and it's even less on the commission side year-over-year.

Michael Briest -- UBS -- Analyst

Okay. Thanks, Ben. And then, Stephen, just on the business transition, I mean, obviously, a lot of other software companies are talking about the move to subscription and SaaS too. You still got $650 million of licenses. What's that going to look like in 2023 or even beyond? This is not a multi-year transition here, which is a headwind to that return to stable revenues.

Stephen Murdoch -- Chief Executive Officer

It is a multi-year transition Michael, and we were looking at the business we got. In the immediate term, we've got new capability that we're introducing in pretty much every portfolio and we've got improvements in the delivery infrastructure to underpin the quality of service improvements. We've also got pretty advanced now in terms of cleaning out the unproductive unprofitable stuff that we felt about a number of things before. Got a bit of that to go, but we should hopefully be through it.

As we look over a three-year window, we -- our objective is to be growing the combination of license in SaaS. Now the exact mix of how that will play out, we're going to evolve over time. And we're not going to do it in a whole-scale switch, is actually going to be key areas within each of the portfolio is where we have a real strong permission to play with customers. We got really good IP and good capabilities. And this is actually the preferred model in a number of those markets. When you aggregate all of that up, we've talked before about the 15%, 20% range, I think that will only ever pop from the unknown as we go forward because the world is moving a little bit more that way. For the short term, it is baked into what we've told you, and we don't think it's an additional headwind on the revenue stabilization for us in -- in the 2023 time frame, provided we can actually get the offerings positioned correctly to capture the growth that exist out there.

Michael Briest -- UBS -- Analyst

Okay, that's helpful. Thanks.


[Operator Instructions] Our next caller is Stacy Pollard of JP Morgan. When you're ready, please go ahead.

Stacy Pollard -- JP Morgan -- Analyst

Thank you very much. A little bit of a follow-up on Michael's question. I had a similar question around SaaS and the percentage it would be. Sort of an extra piece of that, what is difference in retention or renewal rates [Technical Issues] maintenance and SaaS offerings, if any? Second question...

Stephen Murdoch -- Chief Executive Officer

Stacy, I'm really sorry, but you've broken up completely now. Could you try again, please?

Stacy Pollard -- JP Morgan -- Analyst

Sure. I hope this -- I moved my phone. Hope this works. SaaS versus maintenance retention. Second question, margin curve thoughts on '22, '23? I'll be short. Last piece, free cash flow [Technical Issues] of that again, sorry for the adjusted free cash flow, if you don't mind?

Stephen Murdoch -- Chief Executive Officer

Okay. So I got the first two, we might need to do the cash one offline because I couldn't hear you, unless we -- we're going to try again. But the renewal rate opportunities in SaaS and in maintenance, we have range -- we have a range of more than 10 points between our best and our worst. And we are -- in every single piece of the business, we think we've got opportunities to move better toward the upper end of that than the lower end.

And some of the improvements we've been making in terms of rationalizing the offers in SaaS are because they're just -- they're ones that we were cleaning out, just don't have the architecture to deliver the customer service that we consider to be acceptable. So we're either rearchitecting or replacing. And then in our existing offers were continued to make the investments through the P&L not as exceptional, through the P&L to improve the resilience and the overall standards of our delivery. So opportunity is everywhere.

Stacy, I think your second point, forgive me, you really did break up quite strongly. Your -- I think your second point was around margin development?

Stacy Pollard -- JP Morgan -- Analyst


Stephen Murdoch -- Chief Executive Officer

Okay. So we are -- we've talked about this year to the earlier question being what we consider to be a floor. We've got a clear path to improve that into the 40s. And then up beyond that to our original ambition of mid-40s has always required and continues to require the combination of revenue stability and operational leverage from the systems and organizational efficiency that we're building.

So we got an immediate term path, making the investments we believe are required for long-term health. We've got a path for this to be the bottom and then build. And then once we can do the revenue stabilization with the systems work, we get the operational leverage to push on from there.

Stacy Pollard -- JP Morgan -- Analyst

Last question, free cash flow target? Free cash flow target '21?

Stephen Murdoch -- Chief Executive Officer

Same dynamic as EBITDA, stabilize the revenue, get operational leverage, work through -- all the exceptions would be worked through. That's the point at which we can optimize the free cash flow and we're still striving for the $700 million that we've talked about.

Stacy Pollard -- JP Morgan -- Analyst

Great, thank you.


Moving on to our next caller, we have Gautam Pillai of Goldman Sachs. When you're ready, please go ahead.

Gautam Pillai -- Goldman Sachs -- Analyst

Great. Thanks for taking the questions. I have a couple on the product portfolio and one on cash flow. Firstly, can you provide some color on the partnership with AWS on mainframe migrations, which was announced late last year? What segments benefit from this? And is it possible to quantify any financial impact?

Secondly, on the Security and IM&G portfolios, which are currently your best-performing segments, can you call out which assets are outperforming? You did Vertica in the presentation, any others to flag? Also, is there a scope for disclosing revenue and margin metrics for the growth assets as you have done for SUSE in the past?

And the cash flow question, I'm actually following up from the previous question. Can you comment on the free cash flow progression in 2021 as there seems to be some timing issues related to exceptional and tax-related expenses in FY '20, which may impact FY '21? Thank you.

Stephen Murdoch -- Chief Executive Officer

Sure thing. So there is -- we believe -- we've always believed and is beginning to really ramp up that there is a latent opportunity to modernize mainframe workloads. And we've been pioneering that modernization in a number of ways. One, we help people modernize and stay on the mainframe. Secondly, we've been the leading partner for moving mainframe workload to distributed. And we know the leading opportunity we believe from moving mainframe workload to the cloud, and we've got multiple proof points around the globe on that.

We've been working with AWS and with Azure for quite some time now, and what you saw in the AWS announcement was actually an AWS announcement of their creation of a mainframe competency capability to accelerate that and workload support to their could. And we were one of their pre-approved partners for getting that done [Indecipherable]. So it's really an AWS announcement and endorsement of our capabilities, rather than something that we did.

Security and IM&G, you're right. We did talk about Vertica. We also have other big data assets, IDOL, for example, where we had good success last year, the lumpy business we may or may not get similar success this year, but we had really good success last year. And candidly in our Security portfolio, pretty much every asset improved in the second half. Now, it's still -- we still have a way to go. I mentioned we have real conviction that this is a growth portfolio for the Group and we do. We don't expect it to be a linear progression from here to there, but we do expect that this is a growth portfolio, and a growth portfolio on a sustainable basis.

Ben, do you want to take the cash question?

Ben Donnelly -- Head of Investor relations

Yeah, sure. So, Gautam, we performed really strongly on free cash flow in FY '20 and included in within that number was approximately $80 million of items that effectively relate to FY '21, so also the cash flow will come out in FY '21. So firstly, the $50 million of exceptional phasing, which is basically rephase[Phonetic] in line with the project. And the second piece is $30 million of working capital in respect to tax charges, which again will outflow in FY '21. So you need to factor that into your model when you're building it.

And then the last piece is actually the piece that you raised on the call, which was the $45 million EU State Aid. So again, that's something that's going to be a cash outflow in FY '21, but the business expects to recover that asset in the future accounting period once it goes through the courts.

So when you add all that together, if you're looking at the FY '20 and FY '21 free cash flow in total, you're not going to see much material shift between the two years, not in terms of the total, but there is a bit of timing and phasing between the two years, which can pretty much all be explained by the $45 million of EU State Aid, which again will be outyear cash flow back to the business.

Gautam Pillai -- Goldman Sachs -- Analyst

Got it. Very clear. Thank you.


All right. Excellent. [Operator Instructions] Our next caller is Julian Serafini of Jefferies. When you're ready, please go ahead.

Julian Serafini -- Jefferies -- Analyst

Thank you. I just have one question. I think, Stephen, in your prepared remarks, you had mentioned changing how field representatives are incentivized on renewals, if I heard you correctly. Can you elaborate a little bit on that? What exactly do you mean by changing how to incentivize? Are you actually paying commissions on renewals now? Or can you just dive into that, please?

Stephen Murdoch -- Chief Executive Officer

Yeah, sure. We know have materially more focus and materially more resources over the maintenance opportunity and challenges we have in the business than we had in any prior period. A part of that is some of our more senior sales leaders and our -- the sales teams that look after some of our biggest customers now have the large proportion of their annual compensation directly linked to a specific maintenance target, either that's the group of the accounts or it's the country or is the geography that they're responsible for. But that's only part of it.

The other part of it is investment in resources in customer success, which is oriented toward recurring revenue stability as a good example, and also some changes in overall leadership and improvements in systems and tooling to enable our teams in the renewals organization to do a better job. It takes some time for those to play through, but we're confident that the right actions to give ourselves the opportunity to improve the renewal rates as we look forward.

Julian Serafini -- Jefferies -- Analyst

Got it. Thank you.

Stephen Murdoch -- Chief Executive Officer

Thanks, Julian.


[Operator Instructions] We have no further callers joining our queue. I will turn the call over to your host for any closing remarks.

Stephen Murdoch -- Chief Executive Officer

Okay. Well, I would like to thank everyone for joining us today and also for your engagement and your questions today and in the calls we've had this morning. And I look forward to speaking to many of our investors over the next two or three days. And with that, I'll just close by thanking Brian again for his very significant contribution to the business, and wishing you all a good day and please stay safe and well. Thank you very much.


[Operator Closing Remarks]

Duration: 54 minutes

Call participants:

Ben Donnelly -- Head of Investor relations

Stephen Murdoch -- Chief Executive Officer

Brian McArthur-Muscroft -- Chief Financial Officer

Charlie Brennan -- Credit Suisse -- Analyst

Michael Briest -- UBS -- Analyst

Stacy Pollard -- JP Morgan -- Analyst

Gautam Pillai -- Goldman Sachs -- Analyst

Julian Serafini -- Jefferies -- Analyst

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