Good morning, everyone, and thank you for joining us for this call about Bentley Systems' intention to acquire Seequent. I'm Carey Mann, Bentley's VP of Investor Relations. On the webcast today, we have Bentley Systems Chief Executive Officer, Greg Bentley, and Chief Financial Officer, David Hollister. Before we begin, allow me to provide a disclaimer regarding forward-looking statements. This webcast, including the question and answer portion of this webcast, contains forward-looking statements that involve risks and uncertainties, including statements regarding the planned acquisitions of Seequent and the timing thereof, the impact of the acquisition on Bentley's financial conditions and results of operations, and the product, services, and business relationships of each of Bentley and Seequent. Any statements made in these presentations that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. This webcast will be made available for replay on Bentley Systems' Investor Relations website at investors.bentley.com. Greg and David will begin with an overview of the presentation, and then we'll take your questions. With that, I will turn it over to Greg. Well, thank you for your interest. I think this is a most, and I might say the most, propitious acquisition, notwithstanding the number of digits in the purchase price. I'd like to literally illustrate the significance for our company and for Seequent, and for infrastructure engineering that this provides. I think this combination enables leapfrogging ahead, not only immediately, but through new advancement for many years to come, in what I call deepening the potential of infrastructure digital twins. Now, first a reminder that we've announced only our agreement to combine, and since this is subject to regulatory approval process, we are admonished that the companies remain separate in the meantime. My presentation today will rely primarily on existing materials of the companies. I do look forward to when we can present jointly our new ideas for progress synergies. It also means that I should excuse myself in advance to the geoscience community that might be listening for my probable lay misuse of terminology that's new to me. The Seequent colleagues will straighten me out when we can actually work together. I'd like to start with Seequent's new self-presentation. Our world faces challenges that no one imagined. We only have one planet. To make critical decisions for its future, we must first understand it. Working together with customers in over 100 countries, we create the Earth modeling, geo data management, and collaboration software that connects science, people, and the planet. Because when everyone sees the bigger picture, they can make faster, more sustainable decisions with less risk to humanity and the environment. Across the civil, environmental, mining, and energy industries, professionals use Seequent software to integrate their teams and data to build Earth models that better reflect reality and can evolve with changes. Turning complexity into clarity. Every day, they are changing the world. We're here to help them. A better understanding of the Earth creates a better world for all. Here's a reminder from our roadshow materials that we view our competitive advantage at Bentley Systems consisting of our unique comprehensiveness as the infrastructure engineering software company. We've just worked longer and harder at a platform which brings together all sectors and disciplines for infrastructure success. Our comprehensiveness improves our scale economies and our diversification within infrastructure, but it most significantly can increase the quality of the work of our users and accounts, especially by minimizing and mitigating the risks of incomplete project or asset data and engineering considerations related to that by covering everything comprehensively to the extent of infrastructure digital twins. We've previously presented our portfolio development activity of programmatic acquisitions has substantially enabled this comprehensiveness. Importantly, most of our acquisitions are a software that's already in our ubiquitous ecosystem and already working with our platform's APIs. That's the case also with Seequent, where we've already been technical partners. Of course, we usually do these acquisitions to improve the depth of our substance of integrations to add more value, as will also be the case here. Our infrastructure engineering software portfolio may have looked comprehensive from our vantage here above ground, infrastructure depends on its subsurface. We have so far considerably integrated the near surface already, and that started with, for roads and rail, the subsurface utility design and analysis. By the way, coping with buried utilities is always an expensive risk. I have participated in regional, let alone national, conferences in the U.K., just about that subject and how those costs are addressed and coped with. Our OpenFlows, leading water modeling software, of course, involves, on one hand, what's in pipes and what drains and how. Our offshore structural software, SACS and MOSES, is about the sub-sea foundations. Our STAAD and RAM leading structural products are all about the interface between structures and their foundations and their seismic resilience and stability. A few years ago, we began borehole data management ground investigation data through our gINT and now OpenGround Cloud solution, which keeps track of ground investigations. A couple of years ago, our PLAXIS acquisition of geotechnical analysis software that has grown very well as we have taken the advantage of the opportunity to have geotechnical analysis also be 3D rather than where it started, 2D. When you are analyzing foundations and their strength and success below ground, the 3D PLAXIS requires knowledge of the earth strata, a 3D model, if you like, that has to come from somewhere in the subsurface, and that has been a hold-up so far. You could say, I guess, that underlying all infrastructure sectors and disciplines, there's been this missing but critical aspect, the deeper subsurface. You could say that subsurface earth modeling geo-data can complete this picture of our comprehensiveness and all the advantages I've already mentioned. Let's start now to learn more about Seequent. I haven't asked them about any connection between their subject matter of geology and where they are in their New Zealand headquarters, but in Christchurch, we just observed the 10th anniversary of the consequential earthquake that was there. In fact, we were working on our deal together last weekend when there were more concerning earthquakes just offshore in New Zealand. We see, in our history at Bentley Systems, recalling that acquisitions led to our own comprehensiveness, we see in Seequent a similar affinity where they've programmatically done portfolio development to extend the reach of their own platform to better support the full geoscience software ecosystem, and in that, they and we see even greater potential mapped out ahead. In particular, there are these many directions of growth that already are underway in Seequent's ecosystem, which we believe we can and will now accelerate. To go over the history and progression, Seequent started with Leapfrog, and very interestingly, it was spun out of a company formed to do 3D medical imaging and then sought a vertical to apply that very usefully. Being in Australasia, mining was significant, and the Leapfrog name refers to jumping ahead with doing 3D earth modeling rather than the 2D that was the norm. You might say in everything above ground, we started with 3D because we can see in 3D, but we can't see underground, and I suppose that's why even the geosciences started with 2D representations before leapfrogging ahead. Mining was a very natural place to exploit this first. If you think of mines, they are never-ending infrastructure and construction projects, but where being able to make quick decisions, the 2D workflows took months after surveying to understand. If you can comprehend and understand immediately, that's priceless in terms of improved production and minimized risk in mining, and that grew across the mining world. The next progression was their Geosoft acquisition, and Geosoft is for various geophysical advancements, which includes ways of measuring and understanding with magnetometers and ground-penetrating radar and other modalities to better understand the strata in the subsurface and resource estimation and so forth. There's a broad portfolio for that in turn. Most recently, GeoStudio was acquired for geotechnical analysis. It focuses in particular on slope stability and special methodologies for that. Slope stability is essential for mining and for dams, but it's ever more broadly applicable. Bringing it all together, again, this is an affinity with Bentley Systems, the central cloud platform now transitioning to what they call the Evo SaaS service, brings together for collaboration across the geodata and integrated geoscience digital workflows. I would say that this is about creating and curating subsurface digital twins. Another affinity with Bentley Systems is that Seequent annually convenes this Lyceum thought leadership event for Going Digital in the geosciences. Our comparable event at Bentley Systems is our Year in Infrastructure. We publish this yearbook, which I hope you have taken advantage of, either online, or you can ask for a physical yearbook. Remember, it brings together our users' projects that they nominate for Going Digital Awards. What I've done here is to excerpt a few of those that demonstrate the potential of deepening infrastructure digital twins. The first example is this one in mining. It's on page 124 for those of you who have the yearbook. We could say that mining has new tailwinds now with battery minerals and rare earths, which are critical to electrification sustainability. Maybe that's the new gold. This is an actual gold mine in Kazakhstan. Digital twin technology and the integration were of the essence here. In future, they would be able to include the drilling and geologic studies for even better results and competitive advantage in a deeper infrastructure digital twin. Recently, even in the U.S., we've had palpable concerns about the risk of failure of our dams and other earthen structures. This project, on page 89, is what turned out perhaps to be the most at- risk, Oroville Dam, and it shows what's at stake in terms of environmental risks on this dimension. The U.K.'s National Infrastructure Commission identified ground risk as the most significant source of costs and delays to its priorities and commissioned this Project Iceberg to arrive at all the benefits here, and I think our strategy with Seequent responds to this opportunity. An obvious application of deeper infrastructure digital twins is for tunneling, and that's so much more important in infrastructure all the time. Whatever is the destiny of Hyperloop, China has sponge cities, new cities that are built around tunnel networks that they're not even sure what will be used for, but clearly will be important assets for the future. Metros are so important sources of new business for us, especially in Asia, and to improve energy sustainability. They often involve tunnel boring machines, where the essence of how well or if they work has to do with the seepage of water in the subsurface. At any rate, here, this example on page 93 is a subway extension in Moscow where determination, identification of geological issues saved the day here in advance. Here's a bridge that collapsed in an earthquake in 2018 and was replaced here in Indonesia. You can see the consideration of seismic risks and a subsurface digital twin being essential for that project success. Again, here in 2011, we just yesterday observed the anniversary of the earthquake disaster in Japan. This project on page 257, it's kind of interesting. It has in mind resilience to earthquakes, in particular for its very purpose, which is to allow oil shipments, but needing to be resistant to the earthquake in order to be able to accomplish that. Turning also just this month or this year to awareness of the broad risks of Slope stability, if you like, in our near surface. This project, again in Japan on page 98, is about risks to their embankments, which has to do with the subsurface geo-data. Bringing it home here in the U.S., this model-based contracting project in New York State happens to show how the whole playbook is used together, and how important in roadways and bridges are the geosurface consideration, the subsurface considerations. We all worry about water security and water quality. That has to do. Our water comes from what seeps through our subsurface and can be modeled and studied in the ways that changes. This project, on page 25, a special recognition award winner in China, is all about the deeper subsurface solutions to water security and water conservancy. Something that had all of our attention were foundation problems in San Francisco. This project on page 97 is about avoiding those and the creative solutions it takes to consider what's below the foundations in our digital twins. Putting that all together, what we now can do is deepen our infrastructure digital twins with the Seequent platform and portfolio comparable to our own above ground and in the near surface, that's in the deeper surface. Particular opportunities that introduces in energy transition are the terrific opportunity for geothermal energy, where Seequent is a leader in mining, of course, and water resources and environmental resilience for that. In tunneling, as I've mentioned. I'll just say we'll cover everything except when it comes to the environment, we're not yet working on atmospheric modeling. It happens that there's a particular specialized industry for oil and gas reservoirs, and Seequent doesn't tend to participate much in that. When we put it all together, you could say Seequent will underlie the potential of infrastructure digital twins. In terms of our offerings together, to our modeling applications, we'll add Leapfrog and Geosoft, and to our simulation applications, adding GeoStudio and Central, for a combination of project delivery and asset performance. Thus, overall, deepening the potential of subsurface digital twins. I'd like to emphasize that summarizing this opportunity and this advancement, it's not a matter of a new startup requiring incremental investment on our part. Here with Seequent, we leverage their investment already made and proven. They are the established subsurface market leader. They have dynamic momentum and already the levels of profitability and growth in ARR and profitability that characterizes the best technical mission-critical software franchises, which I consider to be the best investments in the world that we're entering into today. For more on the financial aspects, over to David Hollister. Thanks, Greg. You will have all seen that the headline consideration for the transaction is $1.05 billion, approximately. That includes 3.1 million shares of Bentley Systems common stock in exchange for 100% of the outstanding shares of Seequent. We say approximately because the share consideration, the number of shares is fixed, and that will obviously be subject to the market value of Bentley Systems. The share consideration is subject to a lockup, half of which releases after six months and the remainder after a year. We like the valuation. We, of course, benchmark value to appropriate technical software peers, where Seequent's high-quality recurring revenue, its high growth rate, its margin profile, and its large, healthy, and growing end markets are unique. Of course, we also benchmark to the most relevant recent M&A transactions, and it's clear to us that there's just no comparison in terms of acquisition quality, business quality, and valuation. The impact on our balance sheet and how we're financing this, the cash element of the consideration will be paid with a combination of cash on hand, which is significantly the result of our $690 million convertible notes offering earlier this year, plus availability on our $850 million undrawn revolver. Our pro forma total net leverage, post-closing, is estimated to be well under 4x. Of course, subject to when we close and the extent of our ongoing, and more normal for us, programmatic acquisition activity. We're targeting to get below 2.5x total net leverage by the end of our fiscal year 2022. As I've previously shared, I presently see our optimal capital structure to carry total net debt at 2x to 3x EBITDA. Of course, while we don't have anything specifically planned, any subsequent follow-on equity offering would further accelerate de-leveraging. We're expecting to close by the end of June. Of course, that isn't really in our control; we'll be doing all we can to get this smoothly through the necessary regulatory approval processes. We expect Seequent to contribute more than $80 million to our ARR for our fiscal year-end 2021. Again, ARR is a point-in-time measure, annualized recurring revenue. I choose to highlight ARR here because it's a measure of scale, and it isn't subject to when we close, and it isn't subject to SKUs created by accounting revenue recognition results. To help people understand scale, in trying to provide sufficient transparency without disclosing specifics that are otherwise unhelpful to us competitively and commercially, we really describe Seequent as a 10% version of Bentley Systems in terms of its scale, its number of colleagues, its revenues, its quality of recurring revenues, and its margin profile. A distinction I do make, however, is that Seequent revenues are growing significantly faster than Bentley Systems revenues, which is impressive and a testament to the quality of the business, is that it also does this while maintaining those impressive EBITDA margins. We expect Seequent to be accretive to adjusted EBITDA, to adjusted net income, to earnings per share. This won't have any impact on our dividend policy. We remain committed to a quarterly dividend. Once we close the transaction, we'll then update our fiscal year 2021 outlook, as it obviously would meaningfully impact our results. Those are the highlights of the transaction. Greg's described our excitement about the company, and I guess, Carey, we're going to turn it over to questions. Yes. We'll start with Mizuho, with Matt Broome. Matt. Can you hear me now? Yes. Yes. Great. Yeah, congrats on the deal. Just to begin, could you maybe talk a bit about your plans for integrating Seequent's technology across your software portfolio? You've discussed whether different products fit in, but to what extent do you intend to integrate this technology with your existing design offerings, such as OpenRoads, as well as cloud services such as ProjectWise and AssetWise, and if you had some sort of a timeframe for that? Well, Matt, the integration is through geotechnical analysis. Already, we have gINT and OpenGround for boreholes, PLAXIS for foundation analysis. PLAXIS can work already with Leapfrog. There isn't a huge agenda to be done. When we talk about the cloud services and digital twins and bringing Evo together with iTwin, that'll be something we start working on. Shouldn't take very long to take care of that. I want to emphasize that Seequent has tremendous management. If I describe it as a dynamo. Not everyone's in New Zealand. They're global in this respect. We've determined that it will operate as Seequent, a Bentley company, reporting to our Chief Product Officer, Nicholas Cumins, in effect as a fifth business unit. We wish to continue its, and accelerate its existing momentum, and that won't require distracting anyone, by virtue that the product integration is already possible and underway. Right. That makes sense. It's good to hear that Seequent's revenue's already growing faster than Bentley. Do you anticipate rolling out Bentley's licensing, your SELECT and E365 plans to Seequent? If so, what do you anticipate the timelines to be on that? Well, we don't yet have a plan for that. It's one of the things we'll reserve until after closing. Upon closing, Seequent will operate as Seequent, a Bentley company, under its existing contracts and with its existing intact structure, and then we'll be able to figure that out in the long run. Okay. Makes sense. Thanks very much. We'll go to RBC now. Matt Hedberg. Hey, thanks, guys. Good morning. Congrats on the deal to all of you. Greg, I'm wondering, could you give us a sense for the competitive landscape here? You guys are typically the dominant player in a number of these categories, but where does Seequent sit in terms of understanding the 3D characteristics of the Earth? Any sort of market share data you can share with us? No, I don't have that. I know that each of the Seequent products have lots of competitors. I don't think there is anyone as comprehensive, merely, in terms of what we call subsurface. Digital twins. There are lots of competitors in mining, in particular. Seequent's scope has turned more broadly than that over the last several years. I just think they're like Bentley Systems in being ahead in comprehensiveness and openness, platform ecosystem, and so forth. A lot of the individual competitors are also ecosystem participants. Just this opportunity for 3D modeling and we say digital twins is just happening so quickly. The underground is going from 2D to 3D. Everyone is benefiting. Lots of opportunity for all. We think Seequent is our counterpart below the ground. That's great. Maybe just a quick follow-up for David. Thanks on the $80 million ARR. I think that's helpful, obviously, from a timing perspective. Trying to get a sense for what their revenue was in 2020. You noted they're growing significantly faster than Bentley. Just wondering if you can share their rough revenue run rates and growth rate in 2020, just to kind of get a sense for the magnitude on that side. Matt, I can appreciate the interest in details. How about if I share this without getting into much detail because it just doesn't service a purpose beyond giving you guys a good sense of scale so you can assess valuation. That ARR, they're 90%+ recurring revenue. That ARR is a good representation of 90% of the business. In terms of growth rate, we're going to leave it at significant. Think about that as at least twice the Bentley Systems growth rate. Okay. Well, even that's helpful. Thanks a lot, both of you, and congrats again on the deal. Well, for all these reasons, I'll just comment that Seequent would have been a great IPO. Just a measure of the quality and potential of the business, you all would know in your universe, the most profitable companies have the same characteristics that Seequent has in terms of technical characteristics. I sort of didn't go into it, but when you're going from boreholes and drill holes to 3D models in the subsurface, it's a very mathematical process. You don't just interpolate, and you have these technologies with professors' names who best understand how that comports with the organic nature of the Earth's composition. It is very technical, very vertically intensive, both literally and figuratively. As you know, businesses like that have lasting and profitable advantages that this company deserves because of the investment they've made with terrific people and the forethought to start with mining and then expand to everything else. What works in mining proves it, and then it's applicable to these environmental risks everything else faces. Thanks, Greg. Well, next call to KeyBanc, Jason Celino. Great. Thanks, guys. I think you talked about the competitive landscape a little bit, but I'm curious, in terms of customer processes, I guess, is it mostly internal solutions that customers are using? I guess, what exactly is this replacing? Maybe not competitively. Jason, it's my understanding, and here again, I have to apologize to the geoscience professionals, that it's largely replacing 2D processes. I've seen historically, there even were 3D physical models put together for the subsurface. In general, it's advancing to 3D, to new instruments and modality for measuring geophysical characteristics and just generally advancing. It has become indispensable in that respect. Okay. Then, I guess I'd categorize this as maybe deep surface modeling. For the projects where this was addressable and maybe civil, how much of project spend is deep surface modeling today, and maybe how much should it become given all the articles and challenges that show up later? Well, I don't have figures to hand yet. Perhaps we'll get smarter about that as we get closer to closing. We expect another presentation where we'll put it all together with the help of the Seequent folks when we can be shoulder to shoulder to share what they've learned about that, especially in civil. It's just the case that on any significant infrastructure project, you'll hear an asterisk is, but we don't know what's below ground, and we don't even know what utilities are buried, let alone the geological conditions that may be threats to the schedule and budget for the project. Prior to our PLAXIS 3D, a lot of the integration between structures and the geotechnical foundations was boiled down to one figure for structural strength. Rather, when everything was otherwise available in a 3D model for the BIM model and could be for the geotechnical model, it's pound foolish to not focus on that risk and eliminate it. I don't have the quantification of that at this point. Okay. Thank you. We'll next go to Berenberg, Gal Munda. Hello. Hi. Good morning, and congrats. Long time no see, Gal. I know. I appreciate it. Awesome. Yeah. Congrats on the deal and nice poker face yesterday, I guess. I will ask you just a little follow-up question because I've covered Bentley Systems for a number of years, and also Hexagon, and Bentley Systems paid almost $400 million back in 2012 for Gemcom. I've seen quite a bit of overlap of the management team as well between Seequent and Gemcom. Is that potentially the best comparator in terms of the peer to really look into those two companies spearheading the mining industry, or am I missing something? Well, Gal, I'll say from our own experience in mining in particular, that I had the concerns of it being quite cyclical, economically volatile. I've learned the aspects of it that have to do with the subsurface. We're familiar with CapEx projects for mining that often involve new roads and bulk materials handling systems, and so forth, things that would involve the remainder of our portfolio. Those do come and go with resource cycles. The below-ground operations, the environmental responsibilities and projects of that sort, tailings dams and so forth, those never waver and are consistent. I think I wouldn't compare it to mining software at large. I think more of it to do with environmental software; there are not enough good examples of that yet. We need more focus on environmental quality and environmental risk, and this will help bring that to Bentley Systems. That's very helpful. Maybe as a follow-up, to develop on that point, you did mention that there's a lot of interest in civil, and you've obviously shown us the examples of where the collaboration will be so important. Do you have any idea on how many of their customers are already your customers today, and what's the opportunity to create that cross-sell opportunities?
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