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spk06: Good afternoon. My name is Rex, and I will be your conference operator today. At this time, I would like to welcome everyone to the fourth quarter 2022 Aspen Tech earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by number one on your telephone keypad. If you would like to withdraw your question, again, press star one. Thank you. At this time, I would like to introduce Brian Digno of ICR.
spk03: Thank you. Good afternoon, everyone, and thank you for joining us to discuss our financial results for the fourth quarter of fiscal 2022, ending June 30th, 2022. With me on the call today are Antonio Pietri, Aspen Tech's president and CEO, and Chantel Brightup, Aspen Tech's CFO. Before we begin, I will make the safe harbor statement that during the course of this call, we may make projections or other forward-looking statements about the financial performance of the company that involve risks and uncertainties. The company's actual results may differ materially from such projections or statements. Factors that might cause such results include, but are not limited to, those discussed in today's call, as well as those contained in our most recently-solved Form 10-Q and in Amendment Number 4 to the Registration Statement on Form S-4, which was filed on April 14th, 2022 by Emersub CX Incorporated with the SEC. Also, please note that the following information relates to our current business conditions and our outlook as of today, August 8th, 2022. Consistent with our prior practice, we expressly disclaim any obligation to update this information. Please note that we have posted a fourth quarter earnings presentation, as well as a presentation that provides more detail on the introduction of ACB as our primary growth metric on the investor relations portions of our website. The structure of today's call will be as follows. Antonio will discuss business highlights from the fourth quarter and fiscal year, including the completion of our transaction with Emerson and our pending acquisition of Micromine. And then Chantel will review our financial results and discuss our guidance for fiscal year 2023. With that, let me turn the call over to Antonio. Antonio?
spk08: Thanks, Brian. And thanks to all of you for joining us today. I'm excited to welcome you to our first earnings call as the new Aspen Tech. We're thrilled to have successfully completed our transaction with Emerson during the fourth quarter and to have welcomed the talented teams of OSI and their digital grid management portfolio of products, or DGM, and the subsurface science and engineering team and their portfolio of products, or SSE into Aspen Tech. This transformative transaction generated significant value for our shareholders and created a leading industrial software company with multiple paths to future long-term value creation for our customers and shareholders. I would like to start by providing an overview of the breadth and scale of our business today before reviewing our fourth quarter and fiscal year 2022 performance and our outlook for fiscal year 2023. Today, the new Aspen Tech is one of the world's leading industrial software companies and well-positioned to generate double-digit top and bottom line growth at scale. We now generate more than $1 billion in annual revenue and nearly $800 million in annual contract value, or ACV. The new business growth metric we're introducing this quarter and for which Chantel will provide more details later in the call. The two businesses contributed by Emerson have leading software solutions that significantly diversify Aspen Tech's operations and increase our opportunities for growth in new industries and from sustainability investment trends. The DGM portfolio of software solutions and services for the power transmission and distribution, or T&D, market provides Aspen Tech a market leading position in a fourth vertical. DGM will benefit from three micro drivers in the T&D market. First, the ongoing upgrading and expansion of the grid as part of global electrification to achieve net zero carbon emissions. Second, the growing complexity of the grid resulting from the introduction of renewable power. And third, the need for improved cybersecurity as the grid is critical infrastructure. These three drivers are catalysts for greater digitalization of the grid to manage larger systems of greater complexity. SSE. Formerly known as GSS, it's a leading portfolio of software solutions that are highly complementary to our existing upstream business. Aspen Tech can now provide a set of solutions that add value to the entire lifecycle of an upstream customer's operation by integrating subsurface and above-surface modeling and simulation capabilities to unlock additional value in operations. SSE also expands our reach into sustainability areas of the market, like carbon capture and sequestration, or CCS, and geothermal energy. The employees from each company are a strong cultural fit with our heritage business, with the same passion for innovation and desire to solve the most complex operational challenges facing our customers. The executive leadership team and I have spent significant time with many of the employees of both businesses in recent months and have become even more impressed that we have gotten to know them better. From an integration and transformation perspective, we're tracking well against our plan. We have detailed integration plans for each functional area and for each of the synergy streams, including the cross-selling initiatives between each of the businesses and and those associated with the Emerson commercial agreement. We're also making progress tokenizing the DGM and SSE product portfolios and converting the DGM portfolio to a term license structure. As we know from our own experience, the token term licensing model will unlock value for our customers and lead to broader and faster adoption of the products in the suite over time. We are pleased with the progress to date and feel very good that we will deliver on our target of $110 million of adjusted EBITDA synergies by fiscal year 2026, driven through a combination of ACV growth and cost synergies over time. The benefits of the Emerson transaction extend beyond the DGM and SSE product portfolios. We also formalized our new commercial agreement with Emerson that will make Aspen Tech solutions available to sell into markets where we have limited presence today, such as pharmaceuticals and pulp and paper. Emerson has created a dedicated sales team focused on accelerating adoption of Aspen Tech products and solutions across a range of these targeted industries, and we have established a corresponding team within Aspen Tech to support and enable Emerson to ensure we capitalize on this significant opportunity. Over time, we will realize additional benefits as more of our products and solutions are integrated into Emerson's industrial systems and as the two organizations identify opportunities for joint innovation that will begin to transform how our solutions are delivered to and adopted by customers. In addition, Our increased scale and the support of Emerson have expanded our capacity and ability to pursue M&A opportunities. The recent announcement of our definitive agreement to acquire Micromine is a great example. Micromine has developed a great set of software solutions that help metal and mining companies improve the safety, sustainability, reliability, and efficiency of their operations. The metals and mining industry will play a critical role in the energy transition, and it's at the very early stages of investing in the digitalization initiative that will enable them to meet that need. We look forward to completing this transaction in our fiscal second quarter, subject to regulatory approval. The scale of the new Aspen Tech and its critical role in the capital-intensive industries is attracting talent of quality, expertise, and diversity to the company, as proven by the members of our new board of directors. This injection of new talent will materially benefit the trajectory of this company over many years to come. In addition, as the company scales, we're enhancing specific organizational capabilities and systems. For example, In our go-to-market area, we have created an organization focused on the newly expanded set of key industries to sharpen our strategy, messaging, and go-to-market execution in each of these industries. We have also expanded our partners' organization with the intent to increase our market relationships as a leverage point for market penetration and adoption of our products and solutions. I could not be more excited at what we have built at Aspen Tech and the opportunity ahead of us. We have assembled one of the most comprehensive set of solutions in the industrial software market and are well positioned to help our customers address the dual challenge of meeting the increasing global demand for resources in a sustainable manner. The dual challenge is central to the continuation of global prosperity And that is why we have made it our mission. As the global population grows by another 2 billion people by 2050, as more and more people expect a better standard of living, and as society expects companies in capital-intensive industries to sustainably produce the resources to meet the future needs of the global population, an investment Over the next 20 to 30 years of a magnitude that hasn't been seen before in the history of humanity, we'll be required to achieve the complete transformation of the global economy to meet the dual challenge. This investment will focus not only on climate change, but also on circularity, eliminating plastic waste in the environment. and will drive the innovation and deployment of technologies and digital capabilities to achieve these environmental imperatives. We believe the new Aspen Tech is uniquely positioned to help companies in capital-intensive industries meet the dual challenge. With that backdrop, I would like to turn to our fourth quarter and fiscal year results. Since the Emerson transaction closed in mid-May and June 30th is our fiscal year end, I will focus my commentary primarily on the Heritage Aspen Tech business. Annual spend for the full year for the Heritage Aspen Tech business was $674 million, up 2.8% in the quarter and 8.5% year over year, which was above the high end of our guidance range. And free cash flow for the full year for the Heritage Aspen Tech business was approximately $286 million. Please note that this excludes a discrete tax payment associated with the Emerson transaction that Chantel will discuss in more detail later. We are pleased with our performance in the fourth quarter, which was strong across each of our key verticals and regions. Importantly, we did not see any impact from the worsening economic environment in Q4. The spending environment in our core markets continued to improve as the business and financial performance of our customers has strengthened. After a couple of years of muted investment in their operational excellence and sustainability initiatives, it is clear from transactions closed in the fourth quarter and fiscal year that customers are pursuing more strategic engagements with us and continue the process of standardizing across their operations on our products and solutions to drive greater efficiencies and sustainability gains. Overall, fiscal year 2022 played out much as we hoped it would, which provides us confidence as we enter fiscal year 2023. An important trend that saw acceleration across our business in fiscal year 2022 is how the sustainability imperative is influencing sales activity. Customers across All of our end markets are recognizing the need to step up their focus on sustainability and are putting in place initiatives around emissions reduction, decarbonization, and circularity that will fundamentally change the design, operation, and reliability of their assets in order to meet their sustainability ambitions. Our newly expanded set of solutions will support our customers' drive to meet these targets or those set by government agencies as a result of the growing regulatory push towards greater environmental disclosure and compliance. As a point of note, a recent webinar held by Aspen Tech on carbon capture and sequestration garnered a record amount of interest with over 1,900 registrants, a clear indication of the growing focus of our customers on decarbonization and sustainability. Looking at our performance by vertical in the year, refining had another strong quarter that was the best of the fiscal year. Crack spreads during the fourth quarter were at all-time highs, and while they have cooled off in recent weeks, they remain in the upper quartile of their historical range. We're optimistic about the profitability and demand environment for the refining industry and the growth that it will support for us. Energy security is also leading to a rethink of the medium to long-term need for refining capacity in certain parts of the world. Chemicals continues to be a source of strength for our business. Chemical customers recognize that driving greater efficiencies in their operations and mitigating their environmental impact through digitalization is critical to their future business performance. We're also confident about the long-term growth of the industry as global chemical demand is expected to increase 300% by 2050, according to the World Energy Forum, placing the industry at the center of meeting the dual challenge, as I have previously discussed. The ENC vertical continues on its transformation path as more customers focus on sustainability investments such as renewable power, hydrogen, carbon capture and sequestration, and other technologies. This, along with improved medium-term outlook for oil cap expense and an expected increase in LNG facilities investments, should drive backlog growth for the ENC industry. We're optimistic this vertical will show improvement going forward as it reopens, as it repositions itself towards sustainability and the associated CAPEX trends. I would now like to say a few words about the industries in which OSI and SSE operate. Digitalizing the transmission and distribution industry is critical to transforming how this industry operates to support global sustainability. with the DGM portfolio of products perfectly positioned in this regard. It is estimated that energy demand will grow by 50% by 2050 as the global population increases and achieves a better standard of living, which means that to reach net zero carbon emissions in that timeframe, 75% of the increase in energy demand will need to be supplied by electricity and 90% of it will need to come from renewable sources. This means the electrical grids will need to expand significantly and will become more complex, which will require greater and more sophisticated digital capabilities to manage and optimize their operations. This is where OSI and DGM products play a central role. The DGM product portfolio was developed to meet the increasing complexity of the grid including advanced capabilities such as advanced distribution management systems, ADMS, or electricity distribution, and distributed energy resource management systems, DERMs, which address the complexity introduced by intermittent sources of electricity into the grid from renewable sources. OSI has also developed capabilities to manage microgrids found in industrial facilities, commercial buildings, and other assets or systems that cannot afford the loss of power from public utilities. We also see this application as an important cross-sell opportunity into the Heritage Aspen Tech industrial customer base, and furthermore, into Micromine's customer base once the transaction closes. Looking ahead, we expect that significant cap expense will be dedicated to upgrading and expanding the grid. increasing the demand for DGM solutions for many years to come through all phases of the business cycle. It is important to note that OSI's business is levered to CAPEX budgets in the highly regulated utility industry and not tied to the traditional CAPEX investment drivers in oil and gas and chemicals, behaving more like OPEX investments. We're also very excited about the SSE product portfolio in the oil and gas exploration and production area. The integration of the SSE subsurface capabilities with our engineering suite above surface capabilities will create a unique offering in the market. We're already seeing a strong customer interest in this combined offering and its ability to drive innovation in the space. We believe that CAPEX budgets in the upstream sector will grow over the next three to five years in order to maintain and increase supply of oil and gas. This is a trend that we already see. Over time, we will create a new path for growth for this portfolio of products focused on decarbonization capabilities and renewable sources of energy, such as CCS and geothermal energy, respectively. In addition, existing SSE product capabilities will complement the micromine suite of products to further differentiate the performance of that future product suite. Finally, we're now the only company able to provide a comprehensive solution to model the entire petroleum value chain from the rock in the reservoir to the distribution of fuel to the corner gas station and into the chemical supply chain. As we typically do on our year-end earnings call, I would now like to provide you with some additional details about our performance for the full year 2022, all of which are on an annual spend basis. I will start from a product perspective and focus specifically on the performance of the heritage Aspen Tech businesses. The engineering business grew annual spend 5.5% for the year, generating 38% of our overall annual spend growth. This was stronger than we initially expected and driven in large part by better performance by owner-operators, which resulted in lower attrition and higher gross growth. Our manufacturing and supply chain, or MSC business, delivered annual spend growth of 12.1%, representing 55% of our total annual spend growth. We saw a significant improvement in MSC performance throughout the year, as our owner-operator customers, particularly refiners, saw business conditions improve as COVID-related disruptions abated. The asset performance management, or APM, business generated total annual spend growth of 14% or 7% of our total annual spend growth for the year, contributing 0.6 points of annual spend growth. The performance of the APM suite was impacted by headwinds from attrition, mainly in two areas. We had several ENCs that purchased APM entitlements in the last couple of years as part of their business initiative to generate revenue growth from operations and maintenance activities in brownfield sites. The expected revenue growth from this activity did not materialize as a result of depressed demand due to COVID, so these agreements were not renewed. And two, select customers in Asia and other regions that lacked the on-site support during COVID lockdowns required for the successful deployment of the product. The APM gross growth in the fourth quarter was one of the strongest in the history of the suite. Total gross growth for the suite in fiscal year 2022 equated to 1.1 points of growth. The outlook for APM attrition in fiscal year 23 is much improved as a result of most EMC contract renewals having already occurred, a more mature customer success process including remote support, and the expectation of improved demand for this suite going forward. Customer interest remains very high, and we continue to have a sizable and growing pipeline of opportunities. Shifting to our verticals. The energy, chemicals, and engineering construction verticals contributed 54%, 32%, and 7% of our growth in annual spend during the year, respectively. Global economy industries, or GIs, contributed 7% of our annual spend growth for the year and grew 9% in the year. For the full year, the attrition rate for heritage as Pentec was 5%. The acceleration in annual spend growth this year was split between lower attrition and higher gross growth. We generated 13.4% gross growth in fiscal year 22, which was approximately a 200 basis point improvement from last year. We are pleased with the growth performance during the year and believe it sets the stage for further improvement in the years to come. As you can see, We had a strong fiscal year 2022 and entered fiscal year 2023 with a great deal of momentum. The trends in each of our end markets are positive, and the addition of the DGM and SSE product portfolios provide exposure to new markets that are also trend favored. At the same time, we're mindful of the evolving macro environment and its potential to weigh on economic activity in the coming quarters, while also remaining vigilant about future COVID developments and geopolitical considerations. So, while we're optimistic about our performance in fiscal year 23, we think it's prudent to assume a wider range of potential outcomes. Similar to recent years, we expect fiscal year 23 to be a tale of two halves. We currently have greater visibility and confidence into the first half of the year, given the ongoing strength in our end markets and as customers look to utilize their calendar 2022 budget commitments. Conversely, we see several potential scenarios for customers' calendar 2023 budgets, depending on how the macro environment evolves in the next two quarters. Putting all this together, Our current expectation is for ACV growth in fiscal year 23 to be 10.5 to 13.5% for new Aspen Tech. There are several assumptions underpinning our guidance. First, DGM and SSE are expected to contribute approximately four points of growth in total this year. The DGM product portfolio has had a good start in the fiscal year, especially considering the sale, acquire, divest processes involving the OSI business for the better part of the last two years. We're also seeing notable market strength from the SSE product portfolio, supported by improved cap expense, a better position business after the completion of its restructuring under Emerson ownership, and the potential value creation from the integration of their capabilities with their engineering suite of heritage Aspen Tech. were bullish about the outlook for these two product portfolios going forward. Second, we currently expect growth in the first half of fiscal 23 to build upon the momentum in recent quarters. The current operating outlook for our customers in calendar 22 is very healthy and supports the budget and current spend rates in place. Based on today's macro outlook for oil demand and supply and market dynamics, We expect calendar 23 budgets to support a continuation of the spend experience this year, but we prefer to take a prudent approach to our ACV growth range. To put a finer point in the range, the high end of our range assumes that the DGM and SSE product portfolios will perform as projected in our guidance given their respective market dynamics. And the Heritage Aspen Tech product suites will see a continuation of improvement in the spend experience so far in calendar 22 into calendar 23. This outcome assumes little or no impact from any economic deceleration. And the low end of the range assumes the macro outlook gets materially worse due to economic conditions, COVID developments, and or geopolitical considerations. resulting in reduced customer spend for the heritage Aspen Tech suites with owner-operators, supporting a growth outcome for those suites similar to fiscal year 22, while the DGM and SSE product portfolios deliver a performance as projected in our guidance. It's important to know that in any of these scenarios, we're confident that we will deliver a year of double-digit growth in ACB. Third, From a suite perspective, we expect the engineering and MSC suites will contribute six to eight points of growth. BGM will contribute three points, SSC one point, and APM is expected to contribute approximately 0.5 to 1.5 points of growth. Lastly, attrition is expected to be approximately 7% to 8% for the year. The heritage Aspen Tech attrition is expected to show continued improvement to 3% to 4% for the year. The SSE suite attrition is expected to be approximately 4% for the year, which we would expect to improve in the coming years. DGM is not expected to have any material attrition. While the economic outlook is unclear at the moment, what is clear is that Aspen Tech is performing at a high level and well-positioned for the future. We meaningfully accelerated growth over the course of fiscal year 22 and have laid the foundation for durable double-digit growth in the future. The OSI and SSE businesses and the pending acquisition of Micromine provide exciting new growth opportunities and meaningfully diversify our end market exposure. Fiscal year 22 was the most transformative year in the history of the company. We delivered excellent operational and financial results while signing and executing our transaction with Emerson. This is the most exciting time in the 40-plus year history of Aspen Tech, and we're well-positioned to deliver greater value than ever before for our customers and shareholders. I want to conclude by recognizing the extraordinary work done by the Heritage Aspen Tech team to deliver the exceptional operational and financial results achieved in fiscal year 2022. and also thank the new Aspen Tech team for their outstanding effort to continue to make our transformation possible. I strongly believe the best is yet to come and that your efforts will result in significant value creation for all stakeholders of the company. With that, let me turn the call over to Chantel. Chantel?
spk01: Thank you, Antonio. I have several different topics to cover today, so let's jump right in. Let me start with our reported GAAP financial results for the fourth quarter in the full year fiscal 2022, which are not comparable to the guidance Heritage Aspen Tech provided on its fiscal third quarter earnings call in April due to the completion of the Emerson transaction and the associated accounting. As previously reported, Emerson acquired a 55% stake in the new Aspen Tech on May 16, 2022. As such, the subsidiary Emerson set up as part of the transaction, Emersub CX, which included the DGM and SSE businesses, became the surviving entity once the transaction was completed. Therefore, under accounting rules, the GAAP results you see in our press release today reflect the full quarters results for DGM and SSE and 45 days of results from Heritage Aspen Tech reflecting the period from May 16th to June 30th. In addition, as part of Emerson, Emerson CX was on a September 30th fiscal year end. which changed to June 30th to align with the Heritage Aspen Tech's fiscal year end. As a result, you will see that the year end results shown in our financial tables are for the nine month period of October 1st, 2021 to June 30th, 2022, and includes the nine month fiscal period of DGM and SSE financials and 45 days of Heritage Aspen Tech. As a result of these adjustments, our income statement and statement of cash flows this quarter and for the full period are not indicative of the financial performance of either Heritage Aspen Tech or New Aspen Tech. However, since the balance sheet is a snapshot in time as of June 30th, it provides a useful view for investors of our underlying financial strength. One item I would like to provide further context for is free cash flow in the quarter. The Emerson transaction and resulting change in control required a short period U.S. federal consolidated tax return for the period May 17th, 2022, through June 30th, 2022. This period was considered a separate tax year and resulted in the recognition of taxable income associated with our contract asset balance. This resulted in a pull forward of approximately $65 million of cash tax payments into the month of June. Adjusting for this discrete tax payment and additional transaction related items, free cash flow for the Heritage Aspen Tech business was approximately $286 million in line with our prior outlook. Due to these unusual circumstances, which will only apply to the fourth quarter of FY22, since that is when the transaction closed, as well as the dynamics of our revenue recognition in our model, which I will discuss next, we believe it is more helpful for investors to focus on the key metrics we provide. Now on to revenue recognition. Our term license financial results are reported under topic 606, which has a material impact on both the timing and method of revenue recognition for our term license contracts. License revenue is heavily impacted by the timing of bookings, and more specifically, renewal bookings. We define bookings as the total value of customer term license and perpetual S&S contracts delivered in the current period. The timing of renewals is not linear between quarters or fiscal years, and this non-linearity will have a significant impact on the timing of our revenue. A decrease or increase in bookings between fiscal periods resulting from a change in the amount of term license contracts up for renewal is not an indicator of the health or growth of our business. As is common in the software industry, our bookings are typically back-end weighted towards the end of the quarter and the fourth quarter is typically, but not always, our largest bookings quarter. As a result, it is not unusual to see resulting revenue decline sequentially in the first fiscal quarter. For OSI specifically, licensed and professional services revenue, when sold together in a customer arrangement, is generally recognized over time as one performance obligation using percentage of completion accounting. Revenue recognition ends related to license and professional services revenue when implementation is complete. Maintenance revenue is recognized ratably for OSI arrangements over the underlying maintenance term and commencing once implementation is complete. As those who have followed us in the past know, we provide supplemental metrics to help investors get a clearer sense of the underlying growth of the business. Starting this quarter, we will be transitioning from annual spend to ACV annual contract value as our primary growth metric. We have posted a slide deck and video presentation on the investor relations section of our website to provide greater detail on this change. Historical ACV results going back to the first quarter of fiscal 2020 can be found in our earnings presentation. I encourage all of you to take a look at both. I will not review all the information in that deck on this call, but here are a few key takeaways. We define ACV as an estimate of the annual value of our portfolio term license and term and perpetual software maintenance and support, or SMS, agreements. ACV provides insight into the annual growth and retention of our recurring revenue base, which is the large majority of our overall revenue, as well as recurring cash flow. ACV is how we manage the business internally on a day-to-day basis. and is the primary corporate performance goal used to incentivize and compensate our management and sales teams. ACD is functionally very similar to Heritage Aspen Tech's annual spend metric. The only difference between the two metrics is the inclusion of perpetual SMS into ACD. In the near term, perpetual SMS will continue to increase due to the completion of existing OSI projects underway and the fact OSI will continue to sell thumb perp licenses. As we transition OSI and SSE's businesses to our term license token model, we would expect perpetual SMS ACV to decline. In addition, the small residual amount of perpetual SMS in the heritage Aspen Tech business will continue to decline. The projected ACV growth and guidance is inclusive of these dynamics. For DGM products, ACV currently only captures a fraction of their overall business related to term license and perpetual SMS. due to the revenue accounting associated with the selling of bundle licenses and services as previously discussed. It does not capture DGM's perpetual licenses, professional services, or hardware revenue. The proportion of DGM revenue that will be represented in the ACV is expected to continue to grow over time as we execute on our strategy. The transition to ACV serves a few purposes. The inclusion of perpetual SMS provides greater visibility into DGM and SSE's current recurring revenue streams. It will also provide insight into the ongoing transformation of DGM and SSE's respective business models to Aspen Tech's tokenized term license model. And ACV is a commonly used metric across the software industry, and this transition may provide greater comparability for Aspen Tech with other companies. With that as a background, I would like to spend a moment reviewing ACV in more detail. All growth rates referenced are a year-over-year basis. ACV, which is a snapshot in time and unaffected by the timing of the Emerson transaction, was $791 million at the end of the fourth quarter, up 7.8% year-over-year. Breaking that down further, engineering ACV was $373 million, up 5.5%. MSC ACV was $275 million, up 11.5%. APM ACV was $30 million, up 14%. SSC ACV was $70 million, down 1%. And DGM ACV was $43 million, up 19%. Taken together, Heritage Aspen Tech ACV, which includes Engineering, MSC, and APM, was $670 million, $678 million, up 8.2%. The difference between this growth rate and the 8.5% annual spend growth rate is the inclusion of approximately $4 million of remaining perpetual SMS in ACV that is slowly declining as the long tail of customers move away from the very old perpetual licenses. Overall, DGM and SSE demonstrated solid performance despite working through sizable integration activities and the distraction of the pending transaction with Aspen Tech. They have both entered fiscal year 23 having moved past these challenges. Overall, we are pleased with the performance of the business and the significant improvement in growth generated in fiscal year 2023. As Antonio noted, the underlying trends in our core markets are favorable, and we are well positioned to deliver faster growth over time as we execute on our strategic objectives. I would now like to provide some more detail on the progress we have made on the integration of DGM and SSE and how we are tracking against our synergy targets. To build on Antonio's earlier discussion, I'm pleased with our integration and synergy planning process for fiscal year 2023. We have delivered on the critical success criteria for our day one readiness plan. Our fiscal year 2023 plans incorporate the specific contribution from synergy initiatives from both top line growth and expense productivity. We do not plan on providing quarterly updates on our synergy progress, but we do plan on reporting on our performance at the end of the fiscal year. Before I turn to guidance, I would like to discuss our balance sheet and the pending acquisition of Micromine. We ended the quarter with $449.7 million of cash and cash equivalents and $273.6 million of total debt. Our strong balance sheet is a strategic asset for the company, and is underpinned by our highly profitable business model with multi-year contracts that are paid annually in advance, which yields predictable and sustained cash flow generation. As we highlighted as part of the Emerson transaction, the increased scale and capabilities of the new Aspen Tech provides a great opportunity to pursue additional acquisitions that broaden our capabilities and market reach. Our recent announcement of our proposed acquisition of Micromine is a great example. Micromine has developed a set of world-class software solutions for the metals and mining industry. Its end-to-end solutions enable miners to digitalize their operations and significantly improve safety, sustainability, reliability, and efficiency. Micromine is a great strategic fit for Aspen Tech and is well aligned with our focus on the dual challenge. The metals and mining industry will be a key strategic enabler of electrification, which will require substantial investments We are paying 900 million Australian dollars or approximately 623 million U.S. dollars for Micromine, which we expect to close in the second fiscal quarter subject to regulatory approval. We are intending to finance the acquisition through a combination of cash on hand and a new $475 million bridge term loan at the time of closing. We are very comfortable operating with that level of debt on a balance sheet, and we will still have available capacity to pursue additional M&A opportunities. I would now like to close with guidance for fiscal year 2023. As Antonio mentioned, our outlook reflects both the strong underlying demand trends we see across the business, as well as a wider range of potential outcomes to reflect the growing uncertainty in the economy. To that end, we are targeting 10.5% to 13.5% ACV growth for fiscal 2023. From a suite perspective, we expect the engineering MSE suites will contribute six to eight points of growth. DGM will contribute three points. SSE one point and APM is expected to contribute approximately 0.5 to 1.5 points of growth. Attrition is expected to be between 7 and 8% for the year. Note that we do continue expected improvement in heritage. We do expect continued improvement in heritage as in fact attrition trends in fiscal year 23 and estimate approximately three to four points of attrition. We expect an additional four points of attrition from SSE during the fiscal year. We expect minimal attrition from DGM in fiscal 2023. We expect total bookings in the range of $1.07 billion to $1.17 billion, which includes $547 million of contracts that are up for renewal in fiscal 2023. We expect revenue in the range of $1.14 to $1.2 billion. With expense perspective, we expect total gap expenses of $1.186 to $1.196 billion. Taken together, we expect GAAP operating income in a range of loss of $46 million to positive $6 million, with GAAP net income over a range of negative $8 million to positive $24 million. We expect GAAP net income per share to be in the range of a loss of 12 cents to positive 36 cents. From a non-GAAP perspective, we expect total non-GAAP expenses of $637 to $647 million non-GAAP operating income of $503 to $555 million, and non-GAAP income per share in the range of $6.40 to $6.89. As a reminder, our non-GAAP results exclude the impact of stock-based compensation expense, amortization of intangibles associated with acquisitions, and acquisition integration planning-related fees. Note that as a result of the Emerson transaction and the estimated purchase price allocation to intangible assets, Fiscal year 2023 results will include a significant increase in the expense related to the amortization of intangibles. This will impact our gap profitability. From a free cash flow perspective, we expect free cash flow of $347 to $362 million. Our fiscal 2023 free cash flow guidance assumes cash tax payments in the range of $94 to $104 million. To wrap up, Our business is performing at a high level and is well positioned for the future. We are incredibly excited about the new Aspen Tech and our ability to deliver even more value for our customers as we help them solve the dual challenge. Operator, we are now ready to take questions.
spk06: At this time, I would like to remind everyone, in order to ask a question, press star then the number one on your telephone keypad. We'll pause for just a moment to compile the Q&A roster. Your first question comes from the line of Matthew Fowle. Your line is open.
spk02: Hey, Matt. Hey, Greg. Thanks for taking my questions. Appreciate it, guys. Wanted to ask, you know, the guidance for the ACV growth related to the Heritage Aspen business. It seems like under the bull case assumption there, there would only be a slight acceleration from what you saw in fiscal 22. So maybe just help us understand why under that bull case where the momentum continues into fiscal 23, we wouldn't see more of an acceleration in the ACV growth in the Heritage Aspen business.
spk08: Yeah, Matt, if you break down the guidance that we gave, which is basically at the top of the range is eight points for Heritage Aspen Tech or engineering and MSC, it's... is three points for DGM, one point for SSC, and 0.5 to one and a half points for APM. The growth of Heritage Aspen Tech on an annual spend basis is about 11%. So the thing is that the denominator, you're looking at a different denominator as well. ACB, we ended the year at $672 million of annual spend. The ACB base is now 791. So the numbers are shifting, so it makes it a little harder to estimate. But if you use the same basis for Heritage Aspen Tech, we're projecting our Heritage Aspen Tech business to grow about 11% in fiscal 23.
spk02: Got it. Really helpful. And then just one follow-up on the micromine acquisition. Maybe you can just Talk about your ability to integrate that acquisition while at the same time still working through the Emerson integration. Thanks.
spk08: Yeah, look, I like to think that one of our core expertise in Aspen Tech, old heritage Aspen and new Aspen is execution. We have a very detailed plan around integration and transformation activities, including capturing the synergies We're well into that execution. Macroman is an ongoing business, a full-blown business with its own organization structure and so on. Once that transaction closes, that business will be able to run on its own with its current management structure is our expectation and we'll take time to fully integrate it into Aspen Tech It's a business that is accelerating their term licensing business and growth into mining on a global basis. So while we will work on integrating some of the administrative functions and systems, we'll leave it to run on its own for a period of time.
spk04: Great. Thanks, guys. Thank you. Your next question comes from the line of Andrew Obin. Your line is open. Hi, Andrew. Hi, Andrew. Andrew, you might be on mute. I am on mute.
spk05: Can you hear me now?
spk04: Yes.
spk05: Yeah, apologies. Can you just give us more color on MicroMind? What was the timeline of the acquisition? What was Emerson team's involvement? And how does Micromine, if at all, integrates with Emerson's control offering?
spk08: Well, let me look. So this is an asset that we've known about for a while. Of course, it's owned by private equity at the moment. And And it was at that point that Potentia, the private equity firm, that decided to kick off a process to determine interest on the asset that we got engaged. It was a fast-moving process. Certainly, Emerson's capabilities and expertise contributed to our ability to execute fast and successfully on this. Emerson was fully involved in determining the adequate value and also consenting to the funding for the transaction. And then, look, as far as, this is pure software technology, so it eventually, how it integrates into Emerson systems We'll have to take a look at that like we are and we will about some of our solutions today in the MSC suite. But Emerson has an existing business in a couple of regions for mining, and we believe that it will be certainly there will be synergies both to us, Pentec, and eventually Emerson as a channel for that software as well.
spk05: Thanks a lot. And since closing the deal, could you just give us color on how the commercial agreement with Emerson is working in real life? And for Heritage Aspen Tech, what kind of impact are you seeing from this commercial agreement? Thanks a lot.
spk08: Chantal, would you like to tackle that first?
spk01: yeah yeah i can i can definitely give some color to it andrew and then the internal can come with anything extra so i would say we're off to a fantastic start you know we have the organization in place we're clear on rules and engagement we've had summits and meetings we have geographical trips planned we have account planning underway so i think it's off to an amazing start and i think we're clear with quotas and targets on both sides of the relationship so quite excited personally by the speed that we've been moving at You know, I think that, so now we have all that, Andrew, I think the results will be more of a Q1 conversation as we're just getting started. The thing I can tell you is that the joint account teams are knowing each other. They're very interested in how they can help each other. And that relationship, I think, is off to a great start in Q1.
spk04: Thanks a lot. Great. Thank you.
spk06: Your next question comes from the line of Jason Salino. Your line is open.
spk04: Hi, Jason. You're probably on mute as well, Jason.
spk09: Hey, sorry. This is actually Devin on for Jason. Thanks for taking our question. First one I have is on the APM. Just curious to hear from some of your recent customer wins and maybe any sort of updates you can provide on the number of pilots you've implemented during quarter. And any sort of call you can provide on what's giving you the confidence on that growth range in fiscal 2013.
spk08: Yeah, I mean, look, so as we stated in the call, in the prepared remarks, we saw strong demand for APM in fiscal 22, about 1.1 points of gross growth. Unfortunately, we did have this set of customers that did not realize the benefit from the use of that software to deliver. on projects and then other customers that were under very strict lockdowns over the last 12, 18 months that ended up not successfully deploying the solution. But having said that, we believe that most of that is beyond us. We have a strong pipeline in fiscal 23 for APM. In addition, Emerson will be taking to market our APM suite. They have already identified a pipeline of opportunities for APM in different markets. Some of them, we hope, will close this quarter as well. Overall, we feel good about that suite. Certainly, COVID created different dynamics, but But now that, you know, we're moving beyond COVID into a more normal environment, you know, we believe that, you know, that range that we gave for guidance is a comfortable one for that suite.
spk09: Great. Thanks for your color. And maybe just one more on MicroMind. Seems like a great fit to new Aspen tech. Could you maybe provide some color on a competitive landscape there? You know, who's their main competitors in that business? Thank you.
spk08: Yeah. Yeah, look, as we move into new areas, we're taking on a new set of competitors. While with OSI, it's been more of the traditional industrials in the transmission and distribution business, GE and ABB and Siemens and so on. For Macromine, it's more pure software players, companies like Bentley, Aviva, Dassault, and a couple of other ones. So we're looking forward to engaging in competitive situations with the software companies.
spk04: Jason, or sorry, you might be on mute again.
spk09: Out of that, thank you for the caller.
spk08: Yeah, no problem. Thank you.
spk06: Your next question comes from the line of Mark Shappell. Your line is open.
spk07: Hi, Mark. Hey, thanks for taking my question. Antonio, I was wondering if you could just provide some additional color around MicroMind, just building off some of the earlier questions. And this would be around things such as how much revenue do they generate annually? What's their revenue growth rate? What does their profitability profile look like?
spk08: Yeah, look, Mark, we will come up once the transaction closes with basically a new set of projections for the combined new Aspen Tech with Micromine. But the revenue will certainly be material. We've always said that anything that we acquire needs to support or be accretive to our double-digit growth ambitions and best-in-class profitability, you can assume that that is the case in this instance, that in both metrics they are accretive to our profitability and double-digit growth ambitions.
spk07: Okay, great. And then a question around your customers' sustainability initiatives. I know in the past, I believe a few, if not a few more, customers have set up separate sustainability budgets that I know you were hoping or intended to sell into. I was wondering if you'd just comment on what you're seeing with respect to that trend, whether you're seeing more companies or customers set up separate sustainability budgets.
spk08: Well, look, at the end of the day, and by the way, we have an initiative internally to be able to identify opportunities that were driven specifically for sustainability reasons or profitability reasons or both because sometimes, most times, it's one and the same. We can make our customers profitable and sustainable at the same time with the same products. But look, what it is absolutely true is that almost every conversation with our customers now involves sustainability issues. areas, whether it is how to reduce emissions, how to track emissions, whether it is chemicals recycling and circularity, hydrogen, carbon capture and sequestration, as I mentioned in the call. I mean, we held a seminar two weeks ago. I've been in this company for 26 and a half years, and I was blown away to hear that we had 1,900 people register for that webinar. which is unbelievable. So, look, there's no doubt that the sustainability imperative is real. We now saw how the U.S. Senate approved a big sustainability investment, and we believe that this will continue to be a trend. You know, more and more companies involved in projects decarbonization, air carbon capture, electrical batteries. Today, Google and Facebook are customers of Aspen Tech, new customers, but they're using our engineering suites to model energy consumption in some of their data farms or server farms. So there's a lot going on. in the space and what we're seeing is a new category of customers that are driven mainly by their technology innovation around sustainability.
spk01: Yeah, I think the other thing I would add to is I think there's going to be a convergence between the markets and our customers. So very true what Antonio said from a customer perspective. But the other thing I would add is the markets and how their vernacular is changing. You know, if you read some of the recent articles from some of the banks on green CapEx, you know, now we're starting to talk about CapEx as green CapEx and categorizing it into sustainability things such as electrification, emissions, CCF. So I think those things will start to converge as our customers Decide their inner workings in the sense of who owns those and how they configure it to the review. So I would just offer that additional content.
spk08: Great. Thank you. Thank you, Mark.
spk06: Comes from the line of Patrick shows your line is open.
spk10: Hey, congrats on the quarter and thanks for taking my question. Could you talk a little more about the early receptivity you are getting from Emerson customers as they move on to the Aspen token model? And then can you also remind us on what the contract durations look like and how long you think it will take to get the new customers moved over to the token model?
spk08: Well, so I assume you're referring to the SSC and OSI businesses. There's also the commercial agreement and Emerson going to market on their own, reselling our products and solutions. Eventually, Emerson will find new customers through that commercial agreement where they'll sign up to the suites of Heritage Aspen Tech, and those will be token licensing entitlements. And while that should happen even this quarter and over the next few quarters and years, It takes a few months to set up tokenized products, meaning set up the license management systems and adapt the products so that they can tap into the license management system. That's ongoing work for both SSE and OSI. So our expectation is that the real impact from tokenization will be felt in fiscal 24 and beyond. But in the meantime, you know, we were taking those products to market as term products, meaning we're trying to sell them on a term basis, product by product, and eventually we'll also convert those customers to full token customers. But our focus right now is is on getting everything ready so that late this year, fiscal year, and into fiscal 24, we're in full mode of selling token licenses and really having a business where we've already debundled services and license with OSI, and we're now already with a lot of momentum in the transformation of these two businesses.
spk10: Great. Thank you.
spk08: Thank you.
spk06: There are no further questions at this time. Mr. Petri, I turn the call back over to you.
spk08: Well, I want to thank everyone again. This is my 40th earnings call as CEO of Aspen Tech, but it is my first call as CEO of the new Aspen Tech. Very glad to have had this call. We're incredibly excited about the future. and what lies ahead for new Aspen Tech. And I look forward to engaging you all and with Chantel as well in future investor conferences and roadshows. So thank you, everyone.
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