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SUSE S.A. Investor Presentation 2023

Jan 19, 2023

4510_ip_2023-01-18_e3a68090-e0c1-4956-9c5b-4d303c189ef9.pdf

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SUSE

JANUARY 19, 2023

Q4 FY22 Results Presentation

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Important Notice

This presentation as well as any information communicated in connection therewith (the "Presentation") contains information regarding SUSE S.A. (the "Company") and its subsidiaries (the Company, together with its subsidiaries, "SUSE" or "Group"). It is being provided for informational purposes only and should not be relied on for any purpose and may not be redistributed, reproduced, published, or passed on to any other person or used in whole or in part for any other purpose.

This document contains alternative performance measures (APMs) which are further specified on pages 25 & 26.

Certain statements in this presentation may constitute forward-looking statements. These statements are based on assumptions that are believed to be reasonable at the time they are made, and are subject to significant risks and uncertainties, including, but not limited to, those risks and uncertainties described in SUSE's disclosures. You should not rely on these forward-looking statements as predictions of future events and we undertake no obligation to update or revise these statements. Our actual results may differ materially and adversely from any forward-looking statements discussed in these statements due to several factors, including without limitation, risks from macroeconomic developments, external fraud, lack of innovation capabilities, inadequate data security and changes in competition levels.

The Company undertakes no obligation, and does not expect to publicly update, or publicly revise, any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to it or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Presentation.

Copyright © SUSE 2023


Today's Presenters

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Melissa Di Donato
CEO

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Andy Myers
CFO

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Jonathan Atack
Investor Relations Director

AGENDA

  1. Business Update
  2. Financial Update

Copyright © SUSE 2023


4

Business Update

Melissa Di Donato, CEO


Highly Profitable Business Model With Recurring Earnings

Mission-critical infrastructure solutions
Rapidly growing markets
Subscription model
Diversified enterprise customer base
Multi-year contracts
Upfront payments

Resilient business model drives long-term sustainable growth with high profitability and high cash conversion

Copyright © SUSE 2023


FY22 – Strong Growth In Challenging Macro

| $658m
Adjusted Revenue | 14% (15% ccy)
Adjusted Revenue Growth | $646m
Group ARR^{(1)} | 106%
Group NRR |
| --- | --- | --- | --- |
| 9% (13% ccy)
ACV Growth | | | |
| 37%
Adjusted EBITDA Margin | $242m
Adjusted EBITDA | 78%
Cash Conversion | $188m
Adjusted Unlevered
Free Cash Flow |
| 45%
Adjusted Cash EBITDA Margin | $295m
Adjusted Cash EBITDA | | |

Copyright © SUSE 2023

Note: For definition of APM metrics please refer to pages 25 & 26

(1) As of July


Q4 FY22 Operational Highlights

| Product updates | Delivered significant enhancements to Rancher, SUSE Linux Enterprise and SUSE Edge
Rancher Prime, the first differentiated paid-for Rancher product
Adaptable Linux Platform (ALP) prototype, the next generation of Linux
SUSE Edge 2.0, a fully integrated solution for management of edge devices at scale |
| --- | --- |
| Re-focused sales organization | Simplified and re-focused sales organization, including the creation of a specialized sales force dedicated to acquiring new and managing existing Emerging customers |
| People | Disciplined and measured approach to cost control
Increased capacity for technical support, focused on Rancher |
| ESG | Delivered against all our FY22 commitments, including Climate Action, Information Security & Data Privacy and stronger disclosures; also evidenced by external recognitions |

Copyright © SUSE 2023


Significant Wins In Cloud Native Solutions

Copyright © SUSE 2023

Enterprise Software Leader Multinational Leader In Engineering And Technology Forbes 2000 Financial Services Leader
Overview Net new win for NeuVector at prominent U.S. enterprise software leader, with significant expansion potential Five-fold expansion of Rancher environment at large German multinational engineering and tech customer – in addition to their existing Linux solutions Net new win for Rancher at major global investment bank secured through a competitive process
Products NeuVector
Full Lifecycle Container Security RANCHER
BY SUSE RANCHER
BY SUSE
Why SUSE ☑ Extensive evaluation of competing solutions led to selection of NeuVector as top choice
☑ NeuVector differentiated product features at run-time excelled at proof-of-concept stage
☑ Previous experience with NeuVector reinforced conclusions of solution evaluation ☑ Delivery of a future-proofed next generation platform for decentralized environments
☑ Proven solution – solution already successfully implemented in a subsidiary organization
☑ Tough selection process – involving multiple competitors – confirmed Rancher’s leadership ☑ Truly open approach of Rancher and zero vendor lock-in
☑ Hybrid cloud management capabilities were critical
☑ Cost effectiveness of the solution versus the competition
☑ Reduced friction in software delivery cycle and standardized deployment methods

Innovate Everywhere

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ADAPTABLE LINUX PLATFORM

  • Prototype of the most innovative and modular Linux architecture in the market
  • Allowing users to run workloads seamlessly across the largest data centers, the cloud, and the edge
  • Enhanced security, resilience and reliability

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RANCHER PRIME

  • First differentiated paid-for version of Rancher
  • Industry-leading security compliance for enterprise Kubernetes deployments
  • Platform for future value-creating innovation

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SUSE EDGE 2.0

  • World's first 100% open source, cloud native solution to manage Kubernetes, Linux and virtual machines at the edge
  • Platform simplifying, centralizing, and automating Kubernetes and Linux lifecycle management across distributed edge locations

Copyright © SUSE 2023


Re-focusing On Our Growth Opportunities

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Capitalizing on these opportunities with our new go-to-market structure

Copyright © SUSE 2023
10


New Go-to-Market Structure To Drive Continued Growth

Solutions teams Business-Critical Linux SUSE Linux Enterprise Server
Enterprise Container Management RANCHER PRIME NeuVector
Edge SLE Micro K3S
Sales teams Emerging Sales Enterprise Customers for Life Commercial
Specializes in: • Acquiring net-new customers • Managing existing Emerging customers • Upselling and cross-selling to our large base of customers Focused on: • Largest existing enterprise customers • Ensuring maximum value through services and support for all lines of business In charge of: • Key partnerships • Winning net new customers through partners • Helping customers optimize their SUSE subscriptions
Global Sales Productivity
Driving productivity improvements with tools, data and analytics while ensuring go-to-market alignment

Copyright © SUSE 2023


Delivering On Our Commitments To Evolve Rancher

Progress since Q3

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  2. Launched the first differentiated paid-for version of Rancher in December, Rancher Prime
  3. Focusing on stronger security-based assurances as the incremental value in addition to the support, advice and services we offer today

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  5. Created a specialized sales force dedicated to acquiring new and managing existing Emerging (primarily Rancher) customers
  6. Rancher now available on AWS Marketplace

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  8. Increased Rancher's capacity for product development and technical sales support
  9. Enhanced Edge solutions with launch of SUSE Edge 2.0

Outcomes

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Stronger security- and compliance-based assurances
Platform for future value-creating innovation
Strengthened approach to increase pipeline conversion
Better delivery of value proposition
Market-leading product: 80% increase in positive feedback in FY22
Best-in-class technical support: significant quarter-on-quarter reduction in time-to-closure for support cases in Q4

Copyright © SUSE 2023
12


ESG: Key FY22 Achievements

13

Copyright © SUSE 2023

Developed emission targets aligned to the Science Based Targets initiative’s (SBTi’s) Net Zero standards and built a roadmap for achieving these with clear priorities for the next 3 years; submitted targets for validation in Q4 FY22
Implemented and achieved certification of our information security and data privacy systems in line with ISO standards including ISO 27001 & 27701
Publishing our FY22 Annual report with reference to the new GRI standards, the EU’s directives for corporate sustainability reporting (NFRD & EU Taxonomy)
Consistently amongst top 25% companies on ESG performance, having been rated by EcoVadis, Sustainalytics and ISS (ESG Quality Score)

14

Financial Update

Andy Myers, CFO


Financial Results Summary

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High revenue growth, profitability and cash conversion
Delivered on FY22 guidance for Adjusted Revenue and Adjusted EBITDA margin

Copyright © SUSE 2023

Note: All figures are expressed in $m unless otherwise specified. For definition of APM metrics please refer to pages 25 & 26.


ACV By Solutions – Strong Emerging Growth In Q4

ACV by Solutions ($m)

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Group ACV growth up 11% (up 16% at constant currency) in Q4 FY22
- Core up 4%, up 8% at constant currency
- Emerging up 37%, up 43% at constant currency

Highlights by geography

  • Europe, Middle East and Africa up 13%, supported by several large renewals and good growth in sales through CSPs
  • North America up 14%, rebounded after a lower renewal pool contributed to a modest decline in Q3
  • Latin America up 7%, showing continued growth
  • Asia Pacific and Japan down 5%, primarily due to the phasing of renewals

Highlights by RTM

  • End User growth of 12%, driven by strong renewals and upsell to End Users and continued strong growth in sales through CSPs
  • IHV/Embedded ACV down 2%, driven by hardware shortages and a shift to selling through other routes, primarily through CSPs

Copyright © SUSE 2023

Note: All figures are expressed in $m unless otherwise specified. For definition of APM metrics please refer to pages 25 & 26.


Adjusted Revenue By Solutions – Robust Growth

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Adjusted Revenues by Solutions ($m)

Q4 FY22 Adjusted Revenue of $170m, up 11% YoY (12% at constant currency) comprising $140 million in Core and $30 million in Emerging

Annual Recurring Revenue and Net Retention Rate

  • Q4 FY22 ARR of $646m, up 12% YoY, demonstrating the continued strength of its subscription business, supported by growth in both Core and Emerging ARR
  • Q4 FY22 NRR of 106%, demonstrating a consistent ability to expand existing customer relationships
  • 4 percentage points decrease versus the prior year, due to the loss of SUSE legacy business earlier in the year, a maturing Emerging customer base, foreign exchange headwinds, and lower ARR from a small number of Core customers

Copyright © SUSE 2023

Note: All figures are expressed in $m unless otherwise specified. For definition of APM metrics please refer to pages 25 & 26.


Operating Costs Evolution– Balancing Growth & Margin

($m) Q4-22 Q4-21 FY-22 FY-21
Adjusted Revenue 170.3 154.0 657.8 575.9
Cost of Sales (12.7) (10.8) (50.9) (41.0)
As % of Revenue 7% 7% 8% 7%
1 Gross Profit 157.6 143.2 606.9 534.9
% Margin 93% 93% 92% 93%
2 Sales, Marketing & Operations (45.1) (45.7) (179.4) (152.1)
3 Research & Development (26.0) (24.8) (107.2) (94.6)
4 General & Administrative (20.6) (24.7) (78.4) (76.1)
Total Operating Costs (91.7) (95.2) (365.0) (322.8)
5 Adjusted EBITDA 65.9 48.0 241.9 212.1
% Margin 39% 31% 37% 37%
  1. Q4 Gross Profit Margin:
  2. Gross margin maintained at 93%, broadly in line with the prior year

  3. Q4 Sales, Marketing & Operations:

  4. 1% decrease, with the increase in headcount more than offset by foreign exchange rate movements, and cost savings across business travel and marketing spend

  5. Q4 Research & Development:

  6. 5% increase, due to investments in people focused on Emerging product development and technical support, partially offset by the impact of foreign exchange rate movements

  7. Q4 General & Administrative:

  8. 17% decrease, driven by lower consulting fees and movements in foreign exchange rates which more than offset headcount investments and an adverse realized foreign exchange movements

  9. Q4 Adjusted EBITDA margin:

  10. 8 ppt increase, with revenue growth further enhanced by strong cost control and a positive impact from foreign exchange movements

Copyright © SUSE 2023

Note: All figures are expressed in $m unless otherwise specified. For definition of APM metrics please refer to pages 25 & 26.


Strong Profitability And Cash Conversion In FY22

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Copyright © SUSE 2023

Note: All figures are expressed in $m unless otherwise specified. For definition of APM metrics please refer to pages 25 & 26.

19


Consistent Performance in LTM Metrics

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LTM ACV (\$m)

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LTM Revenue (\$m)

ARR (\$m)
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Note: FY20 financial figures only include Rancher actual contribution on a coterminous basis starting from November 2019. For definition of APM metrics please refer to pages 25 & 26.

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NRR
Copyright © SUSE 2023


FY23 and Medium-Term Guidance

| | FY23
Guidance | Estimated Full
Year FX Impact^{(1)} | Medium-Term Guidance
Updated |
| --- | --- | --- | --- |
| Core Adjusted Revenue | c. 10% growth (CCY) | c. (2) ppt | Growth in excess of 10% p.a. |
| Emerging Adjusted Revenue | c. 25% growth (CCY) | c. (1) ppt | Growth in excess of 30% p.a. |
| Total Adjusted Revenue | 11-13% growth (CCY) | c. (2) ppt | Growth of mid-to-high teens
percent p.a.
(vs around 20%) |
| Adjusted EBITDA margin | Expansion from FY22 | - | In excess of 40%
(vs gradual increase towards 40%) |
| Adjusted uFCF Conversion | In excess of 80% | - | In excess of 80%
(vs stable-to-slight increase from
FY21 levels) |

  • Additional guidance for both Core and Emerging Adjusted Revenues, replacing ACV from FY23
  • Enhancing guidance through increased granularity, removing dependence on more volatile ACV quarterly growth rates (impacted by nature and timing of multi-year contracts)

Copyright © SUSE 2023
Note: All figures are expressed in $m unless otherwise specified. For definition of APM metrics please refer to pages 25 & 26.
(1) Based on end Q4 rates projected through FY23.


Highly Profitable Business Model With Recurring Earnings

Mission-critical infrastructure solutions
Rapidly growing markets
Subscription model
Diversified enterprise customer base
Multi-year contracts
Upfront payments

Resilient business model drives long-term sustainable growth with high profitability and high cash conversion

Copyright © SUSE 2023
22


Q&A
23


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Appendix


Alternative Performance Measures (APMs) – 1/2

This document contains certain alternative performance measures (collectively, "APMs") as defined below that are not required by, or presented in accordance with, IFRS, Luxembourg GAAP or any other generally accepted accounting principles. Certain of these measures are derived from the IFRS accounts of the Company and others are derived from management reporting or the accounting or controlling systems of the Group.

SUSE presents APMs because they are used by management in monitoring, evaluating and managing its business, and management believes these measures provide an enhanced understanding of SUSE's underlying results and related trends. The definitions of the APMs may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should, therefore, not be considered in isolation or as a substitute for analysis of SUSE's operating results as reported under IFRS or Luxembourg GAAP. SUSE has defined each of its APMs as follows:

Annual Contract Value or ACV Represents the first 12 months value of a contract. If total contract duration is less than 12 months, 100% of invoicing is included in ACV.
Annual Recurring Revenue or ARR Represents the sum of the monthly contractual value for subscriptions and recurring elements of contracts in a given one month period, multiplied by 12. ARR is calculated three months in arrears, given backdated royalties relating to IHV and Cloud Service Providers, and hence reflects the customer base as of three months prior.
Adjusted Cash EBITDA Represents Adjusted EBITDA plus changes in contract liabilities (also referred to as deferred revenue) in the related period and excludes the impact of contract liabilities haircut (also referred to as deferred revenue haircut).
Adjusted Cash EBITDA Margin Expressed as a percentage, this APM represents Adjusted Cash EBITDA divided by Adjusted Revenue.
Adjusted Gross Profit Represents Adjusted Revenue less cost of sales adjusted for non-recurring items.
Adjusted Gross Profit Margin Expressed as a percentage, this APM represents Adjusted Gross Profit divided by Adjusted Revenue.
Adjusted Earnings per share Represents Adjusted Profit after Tax divided by the weighted average number of ordinary shares in issue during the period.
Adjusted EBITDA (AEBITDA) Represents earnings before net finance costs, share of loss on associate and tax, adjusted for depreciation and amortization of intangible assets, share-based payments, contract liabilities haircut, separately reported items, specific non-recurring items and net unrealized foreign exchange (gains)/losses.
Adjusted EBITDA Margin Expressed as a percentage, this APM represents Adjusted EBITDA divided by Adjusted Revenue.
Adjusted Effective Tax Represents the IFRS effective tax rate adjusted for the tax effect of adjusting items (those items adjusted for to arrive at Adjusted Profit before Tax).

Copyright © SUSE 2023
25


Alternative Performance Measures (APMs) – 2/2

Adjusted Profit before Tax Represents Adjusted EBITDA, less depreciation and amortization (excluding intangible amortization for customer relationships, intellectual property and non-compete agreements) less net finance costs.
Adjusted Profit After Tax Represents Adjusted Profit before Tax less notional average taxes.
Adjusted Revenue Represents Revenue as reported in the statutory accounts of the Group, adjusted for contract liability fair value adjustment (also referred to as deferred revenue haircut).
Adjusted unlevered Free Cash Flow or Adjusted uFCF Represents Adjusted Cash EBITDA less tangible capital expenditure related cash outflow, working capital movements (including commissions paid net of amortization of contract-related assets and excluding non-recurring items), cash taxes paid and leases paid.
Cash Conversion Expressed as a percentage, this APM represents Adjusted uFCF divided by Adjusted EBITDA.
Contractual Liabilities and Remaining Performance Obligations or “RPO” A Contract Liability is an entity's obligation to transfer goods or services to a customer and is recognized in the Statement of Financial Position, when a payment from a customer is invoiced, before a related performance obligation is satisfied. A remaining performance obligation is a promise to transfer goods or services to a customer (with a contract agreed), at a point in the future, but is yet to be invoiced or recognized in the Statement of Financial Position.
Leverage Expressed as a multiple, Leverage is Net Debt divided by Adjusted Cash EBITDA.
Net Debt Represents the sum of current and non-current interest bearing borrowings (excluding un-amortized capitalized arrangement fees, gains or losses on loan modifications), current and non-current lease liabilities, less cash and cash equivalents.
Net Retention Rate or NRR Expressed as a percentage, NRR indicates the proportion of ARR that has been retained over the prior 12-month period, which is inclusive of upsell, cross-sell, down-sell, churn and pricing. It excludes ARR from net new logo End user customers. The NRR is calculated three months in arrears, aligned to the calculation of ARR.
Notional Tax Represents total income tax charge/credit for the year less the taxation charge/credit associated with adjusting items (those items adjusted for to arrive at Adjusted Profit before Tax).

Copyright © SUSE 2023
26


Continued De-Leveraging

Net Debt ($m)

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$558m Net Debt at Q4 FY22, a reduction of $162.8 million versus the prior year, driven by our strong cash flow

Leverage ratio of 1.9x, significantly lower than the prior year at 2.6x and well within our commitment to keep leverage below 3.5x

Copyright © SUSE 2023

Note: All figures are expressed in $m unless otherwise specified. For definition of APM metrics please refer to pages 25 & 26.


Impact Of Exchange Rates

Impact of foreign exchange rate changes on FY22 YoY growth (constant currency (CCY FX) versus Actual FX growth)

FY22
ACV Core (3) ppt
ACV Emerging (4) ppt
Total ACV (4) ppt
Adjusted Revenue (1) ppt
Adjusted EBITDA 6 ppt

Key financial metrics by currency

FY22 USD EUR GBP Other
Total ACV 65% 24% 2% 9%
Adjusted Revenue 85% 10% 1% 4%
Operating Expenses 46% 25% 11% 18%

Copyright © SUSE 2023


Key Financial Metrics By Quarter And By Year

($m)

Q1-21 Q2-21 Q3-21 Q4-21 FY-21 Q1-22 Q2-22 Q3-22 Q4-22 FY-22
Total ACV 137.6 109.0 119.0 125.0 490.6 143.8 139.4 114.4 138.3 535.9
o/w Core 111.3 94.6 101.5 98.7 406.1 119.9 113.6 93.2 102.4 429.1
o/w Emerging 26.3 14.4 17.5 26.3 84.5 23.9 25.8 21.2 35.9 106.8
Adjusted Revenue 134.1 136.8 151.0 154.0 575.9 155.0 161.3 171.2 170.3 657.8
o/w Core 118.6 121.4 133.2 133.4 506.6 130.2 133.9 142.9 139.8 546.8
o/w Emerging 15.5 15.4 17.8 20.6 69.3 24.8 27.4 28.3 30.5 111.0
Adjusted EBITDA 60.7 48.2 55.2 48.0 212.1 52.3 58.6 65.1 65.9 241.9
% Margin 45% 35% 37% 31% 37% 34% 36% 38% 39% 37%
Change in Deferred Revenue 46.4 6.2 9.8 3.7 66.1 40.8 17.3 (18.9) 14.1 53.3
Adjusted Cash EBITDA 107.1 54.4 65.0 51.7 278.2 93.1 75.9 46.2 80.0 295.2
% Margin 80% 40% 43% 34% 48% 60% 47% 27% 47% 45%

Copyright © SUSE 2023

Note: For definition of APM metrics please refer to pages 25 & 26.

Q1-21 and FY-21 figures have been made pro forma for the acquisition of Rancher, as if consolidated from 1 November 2019.


Adjusted Revenue Reconciliation

($m) Q4-22 Q4-21 FY-22 FY-21
Statutory Revenue 169.6 151.8 653.0 559.5
Plus: Contract Liability Haircut Amortised 0.7 2.2 4.8 12.7
Plus: Pro Forma Rancher Contribution^{(1)} - - - 3.7
Adjusted Revenue 170.3 154.0 657.8 575.9

Copyright © SUSE 2023

Note: Note: For definition of APM metrics please refer to pages 25 & 26.

(1) Adding 1 month of Rancher for Q1-21.


Adjusted EBITDA Reconciliation

($m) Q4-22 Q4-21 FY-22 FY-21
Operating Profit/Loss 7.9 (19.6) (0.5) (200.9)
Minus: Amortisation and Depreciation 36.9 33.9 153.1 153.0
Minus: Separately Reported Items - 12.8 - 26.9
Minus: Contract Liability Haircut Amortised 0.7 2.2 4.8 12.7
Minus: Non-recurring Items 2.5 5.6 16.9 23.9
Minus: Share Based Payments(1) 14.4 9.1 52.2 175.2
Minus: Share Based Payments - Employer Taxes 0.5 - 1.4 7.0
Plus: Foreign Exchange (unrealised) 3.0 4.0 14.0 16.1
Adjusted EBITDA (Excluding Rancher Pro Forma Contribution) 65.9 48.0 241.9 213.9
Minus: Adjustment for Actual Rancher Contribution(2) - - - (1.8)
Adjusted EBITDA 65.9 48.0 241.9 212.1

Copyright © SUSE 2023

Note: For definition of APM metrics please refer to pages 25 & 26.

(1) Q1-21 increase in share based compensation driven by pre-IPO option program.

(2) Adding 1 month of Rancher for Q1-21


Adjusted PBT Bridge

($m) Q4-22 Q4-21 FY-22 FY-21
Adjusted Revenue 170.3 154.0 657.8 575.9
Adjusted EBITDA 65.9 48.0 241.9 212.1
Minus: Depreciation & Amortisation (5.0) (5.4) (21.3) (20.3)
Minus: Net Finance Costs (10.0) (20.8) (40.7) (58.9)
Adjusted PBT 50.9 21.8 179.9 132.9
% Margin 29.9% 14.2% 27.3% 23.1%

Copyright © SUSE 2023

Note: For definition of APM metrics please refer to pages 25 & 26.


Adjusted Unlevered FCF Bridge

($m) Q4-22 Q4-21 FY-22 FY-21
Adjusted Cash EBITDA 80.0 51.7 295.2 278.2
Minus: Gross Tangible Capex (3.4) (2.7) (10.6) (4.8)
Plus: Change in Core Working Capital (15.1) 21.8 (42.3) (20.0)
Minus: Commissions Paid (Net of Amortization) (12.7) (11.2) (31.3) (36.8)
Minus: Leases Paid (2.1) (1.2) (7.8) (6.6)
Minus: Cash Taxes (2.8) (3.6) (15.5) (8.0)
Rancher pro-forma uFCF - - - (1.8)
Adjusted uFCF 43.9 54.8 187.7 200.2

Copyright © SUSE 2023

Note: For definition of APM metrics please refer to pages 25 & 26.


Core Working Capital Reconciliation

($m)

FY-22 FY-21 YoY

Working Capital Movements - IFRS

Movements in trade receivables (19.9) (20.6) (3)%
Movements in other receivables (0.7) (0.6) 17%
Movements in trade payables 4.1 4.8 (15)%
Movements in other payables (32.7) 12.4 n.m.
Total Working Capital Movements - IFRS (49.2) (4.0) 1130%

Remove non-recurring items:

Third party consulting fees (3.5) (10.5) (67)%
IT costs 0.2 - n.m.
Transaction costs 10.9 (6.2) n.m.
Integration costs (0.7) 0.7 n.m.
Total Working Capital Adjustments 6.9 (16.0) n.m.
Change in core working capital (within uFCF) (42.3) (20.0) 112%
--- --- --- ---

Copyright © SUSE 2023

Note: For definition of APM metrics please refer to pages 25 & 26.


Share-Based Compensation Update

Ongoing Incentive Schemes
Options RSUs
Who? • Senior Management • c.1,600 employees
How Many Shares? • c.300k shares • c.4,000k shares
What's Next? • Annual grant
• Phased vesting over 2 and 3 years
• Exercisable up to 10 years from grant • Annual grant
• Phased vesting over years 1, 2 and 3
  • c.4m RSUs / options are currently outstanding (comprising ongoing incentive schemes and One-off Transitional Scheme from IPO)
  • One-off Transitional Scheme
  • c.670k shares granted with two year vesting period
  • No further shares to be granted under this scheme
  • Ongoing Incentive Schemes(1)
  • Ongoing non-cash P&L charge estimated at c.$15m per quarter in FY23, before inflation
  • Actual shares granted is share price dependant, c.3.4m per annum based on estimated quarterly charge above and end FY22 share price
  • Overall dilution cap(2) at 5% of total issued capital at any point in time

Copyright © SUSE 2023

(1) Ongoing incentive annual awards expected to grant are at the discretion of the Board.

(2) An award may not be granted if the result of granting the award would be that the aggregate number of plan shares issued or committed to be issued under: 1. awards which have not vested under the plan; or 2. unvested options or awards granted under any other employee share plan operated by the company except for the Management Participation Programme, would exceed 5 percent of the Company's issued ordinary share capital at that time.


SUSE

Thank You

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