Participants

Antonio J. Pietri; President, CEO & Director; Aspen Technology, Inc.

Christopher Stagno; Senior VP, CAO & Interim CFO; Aspen Technology, Inc.

David Emerson Ridley-Lane; VP; BofA Securities, Research Division

Dylan Tyler Becker; Research Analyst; William Blair & Company L.L.C., Research Division

Jason Vincent Celino; Senior Research Analyst; KeyBanc Capital Markets Inc., Research Division

Mark William Schappel; MD; Loop Capital Markets LLC, Research Division

Robert Cooney Oliver; Senior Research Analyst; Robert W. Baird & Co. Incorporated, Research Division

William Clarke Jeffries; VP & Senior Research Analyst; Piper Sandler & Co., Research Division

Brian Denyeau; MD; ICR, LLC

Presentation

Operator

Good day and thank you for standing by. Welcome to the Q3 Fiscal 2024 Aspen Technology Earnings Conference Call. (Operator Instructions) Please be advised that today's conference is being recorded.
I would now like to hand the conference over to your speaker today, Brian Denyeau from ICR.

Brian Denyeau

Great. Thank you, Josh. Good afternoon, everyone, and thank you for joining us to discuss our financial results for the third quarter of fiscal 2024 ending March 31, 2024. With me on the call today are Antonio Pietri, AspenTech's President and CEO; and Chris Stagno, AspenTech's Interim CFO. Please note, we have posted an earnings presentation on our IR website, and we ask that investors refer to this presentation in conjunction with today's call.
Starting on Slide 2. I would like to take this opportunity to remind you that our remarks today will include forward-looking statements. Actual results may differ materially from those contemplated by these forward-looking statements. Factors that could cause these results to differ materially are set forth in today's press release and in our annual report on Form 10-K and other subsequent filings made with the SEC. Any forward-looking statements that we make on this call are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events.
During this presentation, we will present both GAAP and certain non-GAAP financial measures. A reconciliation of GAAP to non-GAAP measures is included in today's earnings press release and investor presentation, both of which are available on our Investor Relations website.
With that, let me turn the call over to Antonio. Antonio?

Antonio J. Pietri

Thanks, Brian, and welcome to everyone joining us today. Before I get into our results, I would like to highlight our flagship OPTIMIZE user conference, which we held last week in Houston, Texas with a theme of Partnering For the Future. This was the first time that the new AspenTech organization has held an OPTIMIZE event, and we were pleased to see many new and familiar faces in attendance.
More than ever, our customers are focused on addressing the Dual Challenge of meeting the increasing demand for resources from a growing population with an increasing standard of living while also addressing the sustainability imperative. At its core, this requires leading the organization through a transformation that will require a heavy investment in digitalization and new technologies to meet performance, resiliency and sustainability objectives. We believe the strong customer attendance and discussions held at the conference are representative of the opportunity available to AspenTech in the future.
Now turning to Slide 3 for our Q3 results. We remain incredibly excited about the market opportunity we're seeing as reflected in the ongoing and healthy growth of our pipeline. That said, the volume of business closed in the quarter did not meet our expectations or reflect the opportunity available to us.
Annual contract value, or ACV, was $936 million in Q3, increasing 2.4% quarter-over-quarter and 9.5% year-over-year and included the closing of the delayed renewal agreement that I had referenced on our prior Q2 earnings call. Free cash flow was $137 million in Q3. The lower-than-expected ACV growth in the quarter was driven by what we believe was a slow start to budget deployments by customers in their new fiscal year; and secondarily, and to a much lesser degree, our maturing sales organization.
On the customer side, while customers remained engaged throughout the quarter on exciting value-creation opportunities and discussions, ultimately, their conviction to close business in the quarter waned in the last month. We saw closing time lines extend beyond the quarter as customers exercise more caution in final purchasing decisions.
These dynamics were prevalent across most regions and end markets in the quarter. We believe this reflected customers' need for additional time to evaluate their own end markets and budgetary allocations in the context of the uncertainty created by a dynamic macro environment.
That said, customers continue to communicate that their budgets are generally consistent with those of calendar 2023, and we're also seeing that strength exhibited in our pipeline. We continue to monitor this dynamic closely and are doing everything within our control to drive faster decision-making to meet our sales goals.
On the sales side, we saw some instances where our self-execution was below our expectations as we continue to onboard our expanded sales team and institutionalize best practices. Over the past 12 to 18 months, we have put in place new sales leadership, expanded our overall sales team and adjusted sales coverage for a significant portion of our customer base. We believe the combination of a still maturing sales team and a more cautious spending environment created some missed opportunities in Q3.
We remain confident the investments and changes made to our sales organization will best position us to fully capitalize on our long-term growth opportunity. While we cannot control spending caution among global customers, we can actively address those things that we can control. To that end, in the near term, we are working to drive full alignment across our sales organization and return our self-execution and predictability to the level that we expect of ourselves as a high-performance organization.
Considering our Q3 performance, we are lowering our ACV growth outlook to at least 9.9% in fiscal year 2024. We believe this target is prudent when considering the dynamic we saw in Q3. We're also updating our fiscal year 2024 free cash flow guide to at least $340 million, which is mainly a function of the softer net new ACV in Q3. Chris will provide more color on our financials in his remarks.
With that said, I will now turn to Slide 4 to provide an update on our suites' performances in Q3 as well as our updated expectations for fiscal year 2024. Starting with Digital Grid Management or DGM. This suite saw continued strength in demand and signed several term license wins in Q3 as we continue to expand wallet share with existing customers and win new logos. During the quarter, for example, we won a large distribution management and optimization deal in North America, beating the competition across nearly all evaluation categories, including compliance, technology, security and performance.
Overall, we continue to be excited about the outlook and prospects for this suite. Demand for our grid innovation remains strong as the acceleration of global electrification and prioritization of energy security drives an unprecedented investment cycle to update and modernize the grid. The combination of these funding tailwinds and the strength of our grid technology is helping to drive a strong term pipeline growth for DGM both in the United States and international markets.
Separately, as we've mentioned in the past, utility customers have a materially different and longer procurement process than our other customer segments. We continue to make progress in refining and strengthening our sales forecasting in this area, considering the purchasing process characteristics associated with these deals. Overall, we are pleased with DGM's year-to-date performance, and it remains on track to deliver approximately 2.5 points of growth for our fiscal year 2024.
Subsurface Science and Engineering, or SSE, had a softer quarter. In Q3, SSE had its largest block of contracts up for renewal. This backdrop, combined with the 2 factors I laid out at the top of the call, resulted in deals that pushed out of the quarter and more muted growth. We now expect to close many of these deals this quarter.
With that said, the backdrop for SSE customers remains strong with solid CapEx and operating budgets in place for the remainder of the calendar year. In Q3, for example, we further expanded our existing SSE business with a national oil company in Latin America. This customer values the strength of our seismic technology and has shown significant interest in converting to tokenization down the road to access our entire portfolio of subsurface innovation more easily. Taking all this into consideration, we now expect approximately 1 point of growth from SSE in our fiscal year 2024.
Turning to Slide 5 and our Heritage AspenTech suite. This is the part of the business where the 2 drivers I laid out regarding our Q3 performance were most notable. Engineering saw a significant number of deals pushed out of the quarter across all regions, marking a slowdown from the suite's prior accelerated levels in the first half. This was more prevalent in our high-velocity sales or HVS organization, which is one of the areas where we have increased our sales head count significantly over the past several quarters. HVS is focused on generating new business through the SMB segment of the market as well as with larger enterprise accounts new to AspenTech.
With that said, we continue to believe that our engineering suite will remain a prime beneficiary of the positive CapEx outlook for both traditional energy markets and sustainability over the long term. In Q3, for example, we continued to win deals with owner operators and E&C companies, expanding our business with a long-standing customer who is one of the world's top EPC firms in response to their increasing backlog in the energy sector and sustainability projects.
Turning to our Manufacturing & Supply Chain suite, or MSC. In Q3, MSC benefited from the closing of the delayed Q2 transaction and a pickup in sales activity. However, we still saw some deals move out of the quarter. The prolonged downturn in the chemicals industry remains a headwind for MSC, while refining was also an area where we did see some more cautious buying activity in Q3. Nevertheless, we were encouraged by the early uptake of our recently released Aspen Unified planning product with several customers committing to it in the quarter.
Looking ahead, we remain cautious on when a chemicals recovery will return while refiners continue to have a favorable outlook. Our pipeline of business in this area continues to grow with the interest in our multivariable process control DMC3 product, multiunit dynamic optimization GDOT product and comprehensive supply chain optimization solution.
Finally, Asset Performance Management, or APM, performed below expectations in Q3 as several deals moved out of the quarter. The combination of these with higher expected attrition for the full fiscal year means that we do not expect APM to contribute to ACV growth in fiscal 2024. We're in the process of simplifying its go-to-market strategy since it is now clear to us that there are certain market segments where we're taking a leadership position, and APM's return on investment is real, material and quantifiable. We believe this should provide better, more targeted selling opportunities and minimize the risk of future attrition over time.
Taking all these factors into account, we now expect our Heritage AspenTech suite to contribute at least 5.5 points of ACV growth for fiscal year 2024 results.
On Slide 6, I would now like to provide an update on our product and R&D initiatives. R&D and product teams have remained laser-focused on the launch of our V14.3 software update, which we plan to release this quarter. Version 14.3 will include updates to our recently launched Aspen Unified platform, deeper industrial AI integration across our portfolio and more. As an example, this release will include Aspen Virtual Advisor, or AVA, for Aspen Unified planning and scheduling. We have previously released Aspen Virtual Advisor for our DMC3 multivariable process control technology. In Version 14.3, we're introducing AVA to the planning and scheduling area. AVA leverages AI algorithms at its core to help guide users in analyzing and optimizing production plans.
We also launched the beta version of our new Aspen Workflow product in Q3 as a shared component for Unified and other solutions. Aspen Workflow allows users to orchestrate workflows and actions across AspenTech and third-party applications for more efficient operational outcomes. This is just one of the many ways we're working to enhance the ability of our users to achieve greater workflow automation in their highly complex operating environments.
Finally, we're excited to announce that the recent limited availability launch of our strategic planning for Sustainability Pathways product, a new and unique integrated modeling and optimization solution that aims to guide companies in carbon capture, use and sequestration decision-making and sustainability strategy investments. By leveraging generative AI capabilities, strategic planning for Sustainability Pathways helps sustainability planners to solve a blank-page problem, combining different inputs to generate initial plans for asset carbon reduction.
Turning to Slide 7. I would now like to provide some color on our key focus areas for the coming quarters. First, we have several initiatives underway to drive better alignment and complete the onboarding across our sales teams. We're already making progress in these areas to date.
Second, we're working to further drive efficiencies and productivity across the entire company to accelerate our path to best-in-class profitability and free cash flow going forward. We are focused on controlling what we can control and believe there are several opportunities to rationalize expenses and drive multiyear improvements in productivity.
Third, we will continue to make targeted investments into strategically important areas of the business. This includes a special focus on our DGM business given the multiple tailwinds in that space and our continued belief in its significant long-term growth opportunity.
Finally, I want to be clear that we feel strongly that our performance in Q3 does not reflect the full potential of the opportunities we're seeing today nor does it reflect any material changes in the long-term underlying strength of our end markets. Our customers remain at the center of several important megatrends, including global decarbonization and electrification as well as the transition to a new energy system. At the same time, we are dealing with demands to do more with less while working to address a growing skills gap across their labor forces. As leaders in industrial software, our portfolio remains perfectly situated to help customers navigate these challenges, providing a compelling outlook for future spend with AspenTech.
In conclusion, we are taking the necessary steps to drive improvements in areas that are both within our control and able to better position us to achieve our objectives in Q4 and beyond. We're confident that the increased focus we now have in place for our expanded sales force, combined with the multiple tailwinds we see across most end markets, will yield improved ACV growth over time.
Before I turn the call over to Chris, I would like to welcome 2 new members to the AspenTech team. First is our new Chief Financial Officer, David Baker. With a long and successful tenure in senior financial roles at Emerson, Dave comes to the company armed with deep financial acumen and operational expertise in support of our long-term growth objectives. I'm looking forward to my partnership with Dave.
I would also like to thank Chris for serving in the interim role over the last 4 months and for everything he has done to maintain our forward trajectory. Thank you, Chris.
Secondly, I would like to welcome David Henshall to AspenTech's Board of Directors. Over a long and highly successful career in software, David has accumulated a wealth of knowledge and leadership experience that will prove invaluable to us as we advance the organization going forward. Welcome, David.
With that, I will turn it over to Chris for a review of our financial results before we open it up for Q&A. Chris?

Christopher Stagno

Thank you, Antonio, and hello, everyone. Turning to our Q3 performance. I will start out by highlighting that our earnings presentation includes explanations regarding the impact of ASC Topic 606 on our financial results. We have also included definitions of annual contract value, or ACV, bookings and free cash flow, among other metrics, in our earnings presentation now available on our IR website. We ask that investors refer to these definitions together with today's call.
Starting on Slide 8. Annual contract value was $936 million in the third quarter of fiscal 2024, up 9.5% year-over-year and 2.4% quarter-over-quarter. As Antonio mentioned, this included the closing of the large delayed renewal that pushed out from our prior Q2. Total bookings were $301 million in the third quarter, increasing 30% year-over-year, while total revenue was $278 million for the third quarter, increasing 21% year-over-year. Please note that bookings and revenue are heavily impacted by contract renewal timing, while the majority of our revenue is recognized under ASC Topic 606.
Now turning to profitability. On a non-GAAP basis, we reported operating income of $116 million in Q3, representing a 41.8% non-GAAP operating margin. This compares to non-GAAP operating income of $67 million for a non-GAAP operating margin of 29% a year ago. The year-over-year improvement in our margin profile was mainly driven by a higher mix of license and solutions revenue in addition to onetime expense savings and a continuing focus on driving efficiencies. As a reminder, margins will fluctuate period to period due to the timing of customer renewals and the resulting impact on license revenue recognition in a given quarter.
Non-GAAP net income was $109 million in the quarter or $1.70 per share compared to non-GAAP net income of $69 million or $1.06 per share a year ago. The year-over-year increase in non-GAAP net income between periods was mainly due to the combination of solid revenue growth and strong operating leverage.
Turning to our balance sheet. We ended the quarter with approximately $178 million of cash and cash equivalents, reflecting the impact of share repurchases under our $300 million share repurchase authorization and $198 million available under our revolving credit facility. During the quarter, we repurchased approximately 228,000 shares for $57 million under our $300 million share repurchase authorization for fiscal year 2024. Year-to-date, we have repurchased approximately 1.2 million shares for $243 million under the same authorization with a total remaining value of $57 million. On cash flows, we generated $138 million of cash flow from operations and $137 million of free cash flow in Q3 compared to $131 million in cash flow from operations and $129 million in free cash flow a year ago.
Turning to Slide 9. I would now like to close with guidance. As Antonio mentioned, we now expect to achieve ACV growth of at least 9% in fiscal 2024. We expect total bookings of at least $1.03 billion with $580 million up for renewal in fiscal 2024 and $195 million up for renewal in Q4. We expect total revenue of at least $1.1 billion, GAAP net loss at or better than $29 million and non-GAAP net income of at least $403 million. From a cash flow perspective, we expect operating cash flow of at least $349 million and free cash flow of at least $340 million. For a complete overview of our updated fiscal year 2024 guidance, please refer to our earnings presentation slides now available on our IR website.
In closing, we recognize that our year-to-date performance has not met our expectations, and we are committed to implementing the necessary actions to improve our performance going forward. As Antonio mentioned, we now have several different initiatives in place that we are confident will help us address these different areas. Additionally, we are making steady progress toward our return to best-in-class profitability and free cash flow generation.
With that, I will turn the call back to Antonio for his closing remarks. Antonio?

Antonio J. Pietri

Thanks, Chris. As I mentioned earlier, we have adjusted our guide for fiscal year 2024 in response to the dynamics we faced in Q3 and our measured expectations for this quarter. We actively monitor and engage with our customers to confirm their spending plans and ensure a successful Q4 outcome. More broadly, we remain excited about the strength of our software portfolio and its ability to help our customers run their assets more efficiently and sustainably. We look forward to closing out this fiscal year on a positive note with a focus on execution following our recent expansion initiatives.
With that, we'll open it up to questions. Josh?

Question and Answer Session

Operator

(Operator Instructions) Our first question comes from Jason Celino with KeyBanc Capital Markets.

Jason Vincent Celino

I think the question on everyone's minds is relative to maybe last quarter, especially for the Heritage business, like what specifically changed? I mean where kind of particularly was the downtick? And then at what point in the quarter did you start to kind of feel it?

Antonio J. Pietri

Well, I mean, like we maintain very good conversations and engagement with our customers. Basically, through the beginning of March, we started to see things start to turn into the second week of March and especially the last 2 weeks of March as our teams started to drive to -- started to drive the closing process with these customers on the different deals and what we expected to be final approval didn't happen or reasons to extend beyond the quarter.
So I would say it came down to the last 3 weeks of the quarter, mainly the last 2 weeks. As you know -- as you well know, most of our business comes to -- comes down to the last 2 weeks of the quarter, and this is where we saw the pushout materialize. What I would say about that, as I said in my remarks, it was broad based across all of our regions and impacted most of our product suite, to a lesser extent DGM because it's driven by different dynamics. But it was very consistent and, in a way, also surprising.

Jason Vincent Celino

Okay. And then just when I think about the Q4 guidance, usually, when we look at the sequential change between Q3 and Q4 for ACV, it looks like the implied kind of increase is kind of consistent with what we saw last year on like a -- on a growth basis. So I guess what I'm asking is what's baked in from like a conservatism standpoint. Like is there anything that we should be aware of on deals that maybe didn't close this quarter but you feel good about closing next quarter? Anything you can kind of say there?

Antonio J. Pietri

Yes. Well, let me look. We've had a strong conviction about the fiscal year. We said as much in the Q2 earnings call at -- in January, early February. We have a very strong pipeline of business. We have some very interesting deals in the pipeline. Q4 and our guide is based on very specific conversations we're having with customers around a very specific set of deals across all of our regions is -- where we are confirming and we have confirmed with customers not only that they have a budget because we believe budgets are in place but their intent to spend.
And I think we need to differentiate between budget and intent to spend. I think what we saw in Q3 was budget is in place, but the intent to spend got pushed out. And so our Q4 outlook and guidance is based on engagement with customers. There were many conversations had at OPTIMIZE last week, and what we're guiding to is -- reflects those conversations and an analysis of our pipeline.
I have personally done a top-to-bottom review of our sales activity with every one of our frontline sales leaders, area sales managers, area sales directors. That's something that already happened the week before OPTIMIZE, and that will happen again here, and as such, the guidance that we have provided.

Operator

Our next question comes from Andrew Obin with Bank of America.

David Emerson Ridley-Lane

This is David Ridley-Lane on for Andrew Obin. Could you add a little more color around DGM's pipeline, those comments you had, just relative size, how that's developing your confidence in kind of the -- knowing that they just had elongated sales cycle, but your confidence in those closing in this fiscal year?

Antonio J. Pietri

Yes. Sure. Look, first and foremost, we just told you that we believe that DGM will grow approximately 2.5 points of -- or will contribute 2.5 points of growth to our guide of 9. 2.5 points of growth for DGM puts DGM at somewhere around the range of 40% growth for the year, the suite. Last year, that suite grew 30%. So we do believe we have different dynamics around DGM. These are utilities, government-owned, whether it's a municipality, a state or across multiple states. So they are driven by the need to upgrade and expand the grid cybersecurity. So their spend has different drivers and motivations.
When we first -- our pipeline continues to grow on DGM. We've expanded our sales organization into Europe. We have started an expansion into Asia Pacific now and in the Middle East. But that pipeline, when we go into a customer and we replace an existing system, that's a 12- to 24-month sales cycle because it's a very rigorous procurement process that happens tied to government regulations.
Now once we're in there, there's upgrades and new applications that get deployed. And the sales cycle then tends to be shorter, 6 to 12 months. So our pipeline is a combination of these longer sales cycle deals and shorter sales cycle upgrades and add-ons, if you will. We like what we see. We like the progress that we're making. We like the investment thesis behind the utilities industry and the continued commitment of funds to upgrade the grid. And we believe we'll continue to benefit from all of that.
Of course, we did a reset of the OSI sales team even in North America. We've put in a new sales team into Europe. We're going to put a new sales team into Asia Pacific. There's a lot of learning that has to happen in these sales teams, onboarding and institutionalization, if you will, around how we do business in AspenTech to deliver the quality of growth and profitability that we're accustomed to. So it takes time to onboard these people and make sure they're producing at the level of productivity that we expect.
Nonetheless, the Q3 quarter for DGM was a good quarter. There were a couple of deals that slipped into Q4, but that's more timing than anything due to the procurement processes that those customers follow. But overall, we remain very excited about our DGM business.

David Emerson Ridley-Lane

Got it. And as a follow-up, a lot of the kind of commentary you have here is that, if you will, most calendar year budgets for your clients are flat to up. But given your fiscal year-end in June, more of that spend is likely to happen in fiscal '25 versus fiscal '24. Would you say there's sort of a -- you look at it on a 12-month view, there's been a significant change in your outlook for ACV additions?

Antonio J. Pietri

Yes. I mean look -- and I appreciate your question, sort of comment, all wrapped into one. Look, I think it is important that -- I don't mean to split hairs here, but there's budgets and then there's intent to spend. If you look at the macro indicators that we track, oil prices, refining margins, CapEx spend in oil and gas, CapEx spend around sustainability, all those indicators are flashing green. I mean oil prices have fluctuated between $70 and $90, $95. Refining margins came down a little bit in the March quarter, but they're still solid.
And we're now going into the driving season in the summer here in the United States, so margins should improve for refiners. The CapEx spending in electrification continues to -- so all those indicators are green. And we believe that our customers have put in place budgets that are in line with what they deployed in '23, perhaps even a little bit better in some cases around oil and gas CapEx.
And now the intent to spend, I think, is -- has to do more with uncertainty around the macro environment, whether that is interest rates or anything else. And if you look at the results that our customers are in HAT -- that our customers in Heritage AspenTech have posted, the oil and gas companies, chemical companies, you can understand why perhaps there was a slowdown in spending in the quarter in order to support better results in light of lower revenue, lower profitability driven by lower oil prices and margins in refining and the challenges around chemicals.
So the question then is, okay, is it a temporary slowdown in spending? Is it -- does it go into Q4 or the remainder of the year? We don't know that. What we're working on and doing is now very rigorously engage with our customers to make sure that if our champion or sponsor says, "Yes, we're going to do a deal," that when he goes up to the CFO and CEO for approval that it is approved because we saw some of that in the Q3 quarter: a strong willingness to do business by our champions and sponsors with approvals and then some deals that got rejected at the CFO, CEO level to the surprise of everyone, including our champions and sponsors.
So I think this is a different dynamic. I think budgets are in there. Frankly, oil prices at $80, $90 or $70 are equally healthy. But the results reported by our customers in -- for the March quarter, certainly need to think as well that what we saw was just a premeditated pullback on spending.

Operator

Our next question comes from Rob Oliver with Baird.

Robert Cooney Oliver

Nice to see everybody in Houston. Appreciate you guys hosting the panel as well. Two questions. I guess the first one for me is around the sales-related issues. I know you just enumerated some of those issues on the previous question, but it just seems like a lot coming on here in the back half of the year. So as you're approaching your FY '25, you look at the sales challenges, what's been done and what's fixed and what still remains to be done, are you confident that you'll have that straightened out ahead of FY '25 kind of sales kickoff and everything? And then I had a follow-up question.

Antonio J. Pietri

Yes. No, appreciate the question. I mean first of all, Rob, I already conducted a couple of reviews, one of the -- with the regional sales leaders and area -- and group leaders right after the quarter ended and then one a couple of weeks ago with the first-line leaders for sales. And part of my objective was also to understand what are the challenges and opportunities that they see. We've come up with a very specific set of opportunities that we've put our actions around them.
Of course, first and foremost, when you have a lot of new salespeople in the organization, it starts with their affinity for what customers are telling them, their ability to read the signals that customers are giving them or not, including their own body language when they're meeting with them. So we are certainly deploying a lot of our more experienced people on the deals that we believe we need to close in Q4 because, one, it will help them accelerate their understanding and learning, but also it will give us greater assurance of what's coming back as a deal that have the opportunity to close is real.
And look, this isn't something that I think is the regular process of salespeople when they join a company and are learning, but we also have a lot of experienced people in the company that have been here selling for 15, 20, 25 years. So we're taking a much more rigorous approach around partnering and reviewing of the deals. We're also then looking at accelerating the onboarding, making sure that all the training that needs to happen happens as quickly as possible and more specifically this quarter before we go into the new fiscal year and our new -- and our sales kickoff meeting in mid-July for fiscal '25.
We don't want to wait until the sales kickoff meeting to bring to closure all the onboarding that has to happen, including what are our crown jewels when we're negotiating deals, including what are those terms and conditions in our agreements that are most important to us, again, to maintain the high quality of business that we generate that support the profitability that we drive in order to avoid the elongation of negotiations and then many other activities.
I think the action plan is very clear. I think also there's some alignment that needs to happen when you have new people that are still learning their way around the organization. So we're also working to facilitate some of that. But I think the -- look, we've been onboarding people here for the last 12 months -- 12, 18 months. The European DGM team was put in place pretty much in the middle of last year. There's newer people that got onboarded in Q1, Q2 and even some in Q3. So we're just working to make sure that we get everyone on the same page going forward. But I'm optimistic. This is what we're supposed to do, and we'll get it done.

Robert Cooney Oliver

Great. And then just a quick follow-up, and I think we're all going at this question in different ways. So it's a bit repetitive. But when I look at the breakdown of your business, you guys actually did a nice job forecasting the DGM and SSE businesses, although a little weakness in SSE, which you called out, but DGM essentially came in line. So the bulk of the reduction, and a pretty significant reduction, in ACV is actually coming from (inaudible). If I had isolated just that portion of the slide deck that said, hey, that MSC deal, that was -- hasn't closed, closed, I would have thought, okay, we're out of it here. We're in a good spot.
So -- but even with that deal closing, things got much worse. So I think we're focused here, but was it more kind of at the midpoint of the year, just sort of hoping that these deals would get through amid some troubling signs? Or was it something that like changed dramatically in the macro? Because it seems a pretty significant amount in your core, which is clearly the business that you guys know best.

Antonio J. Pietri

I appreciate the question. I mean, Rob, I think we've always emphasized that one of the challenges that we have with our fiscal year is that it starts on July 1, in the middle of a fiscal budget for our customers. And then come January 1, it's a new fiscal year for our customers while we're still in the middle of our fiscal year. We normally just finish the second quarter.
I think we saw good activity in Q1 and Q2. We always said that our fiscal year was going to be back-end loaded, meaning to the second half of the year. And then we come into the new calendar year, new fiscal year for our customers, our Q3 quarter and customers deploy new budgets but also their intent to spend or not clearly wasn't targeted at the March quarter. This is why I want to be very clear that we need to differentiate between budgets and spending.
So I think what's happening here is -- we always said this was going to be back-end loaded. We came into Q3 with great expectations, a great pipeline, a great visibility into deals. I said as much in the early February earnings call. And we got caught by surprise by the spending decisions of our customers. This is a challenge that we have with how our fiscal year lays out. In some case -- some years, it's been positive. Some years, it's been neutral. And other years, it's been a surprise. And I think that's what happened this time around, the latter.

Operator

Our next question comes from Dylan Becker with William Blair.

Dylan Tyler Becker

Antonio, maybe kind of double-clicking on the pipeline strength and being more kind of calendar year versus fiscal year. Any kind of incremental takeaways from the conference last week in your customer conversations that help kind of validate that confidence? I think it was the first time you guys were able to kind of show the filtering of the combined Aspen and Emerson approach. So maybe some customer takeaways that help kind of support that intent-to-spend initiative.

Antonio J. Pietri

Yes. Well, I mean, look, first of all, the incredible feedback from customers about the conference, the value proposition, our strategy, the opportunity that they see and the challenges that they have and how AspenTech is incredibly well lined up across all of that. So it was really a moment of high, and that was great to see.
Look, we also had great customer meetings around just new relationships, develop, extending existing relationships and also specific deals. If you look at what happened, we had close to 1,200, 1,300 customers. Our DGM plenary, which happened on Monday, was a standing-room-only plenary. We had seats for 550 people. We believe we got in there about 650. Part of that was due to customers from other industries interested on the DGM solutions to understand their applicability into their industries, whether it's refining, chemicals, mining. It was a sight to see to have a standing-room-only plenary.
We got great feedback. We got great feedback from customers in DGM about the opportunity to take some of our artificial intelligence capabilities, our optimization capabilities, our control capabilities from our Heritage AspenTech industries, refining, chemicals, into our utility solutions to enhance the value creation for them and resiliency of the grid.
If you look at also the sessions that we had, one of the main points of feedback that we received is that some of our customers were frustrated because there were so many stations that they wanted to attend that were happening at the same time. So they were asking us to find a way to extend the conference next time so that they can attend more sessions. And this just speaks to the wealth of technology that now exists inside of AspenTech that are so relevant to the challenges and opportunities that these customers are facing.
So look, I said it in my plenary presentation, "I've never been as excited about the future of these company as I am today." I came out of the conference even more convinced about that feeling and statement. And I think we have to work our way through this moment that we encounter in Q3. We have to certainly finish up some of the transformation initiatives that we're working on. And now that we have in place a sales team because we now have it in place, we're only expanding sales in DGM to move into Asia and the Middle East. We are going to focus on solidifying the execution of the sales team, making sure that it's performing at the excellent level that we have traditionally performed in AspenTech.
And I can only see positive going forward, but certainly, this has been a more challenging year than I expected, than we expected in the company. But I just see this as a bump on the road and absolutely doesn't change our future trajectory whatsoever.

Dylan Tyler Becker

Got it. That's very helpful. Maybe sticking internally, as you guys kind of think about the expense management side of the equation as well, too. I know you called out the opportunity to rationalize and realize productivity gains. You're now 2 years into that Emerson integration. I guess I wonder where or how you're seeing kind of the most readily apparent opportunities there that haven't been realized already and maybe what's more kind of the long-term structural shift. I know sales will be a component of that and sales efficiency, but thinking about kind of the broader cost structure as well.

Antonio J. Pietri

Well, I mean, look, certainly, and we said it in the prepared remarks, I think one of the big opportunities that we're now -- we're already working on and we'll continue to work on here is efficiencies and productivity. When you have 3 companies coming together, really 3 and a small one, Inmation, there will always be opportunities to drive efficiencies as you simplify, as you streamline the organization. So we're very much focused on that.
And including onetime expenses, sort of noncompensation expenses, which -- because there's always -- if you want to be a best-in-class profitability company, you have to do more with less and the culture that we're building here and -- as part of the focus on efficiencies that we're driving and will continue to drive.
From a productivity standpoint, it's always been my North Star. You get to that profitability level by really doing more with less on head count and driving to maximum productivity. It's a multiyear journey because you cannot just -- it's not a binary 0 to 1. As you drive improvements and exercise your muscles, you get fitter and fitter. So this is why I said it was a multiyear journey to the productivity that we want to get to. But as you drive that productivity, you can grow and spending less, which then starts expanding profitability and free cash flow going forward.
I know one of the things that we're given credit for was in the early phases of my tenure in AspenTech when we maintained flat expenses for 4 years in this company, and we drove incredible increases in profitability. And I believe that's possible. So here as well in the new AspenTech. So we're going to be focusing on all that much more rigorously. And in the meantime, we'll build our -- we'll optimize our sales muscle. And I'm sure we'll find ourselves in the right place here pretty soon.

Operator

Our next question comes from Clarke Jeffries with Piper Sandler.

William Clarke Jeffries

Antonio, I think you've really shaped a lot of the description around budget versus spending intent. But I really wanted to, I think, put in that final piece of the discussion around are these deals primarily lost to no decision or later decision more than anything else. And I think the final part of that is in the presentation, but I want to be explicit. Is attrition trending as you expected? Is the rough 5% number still the applicable number when you think about this commentary around expansion versus retention of ACV? Then I have one follow-up.

Antonio J. Pietri

No, great point. No, look, our attrition is in line with our -- with what we guided for the year, about 5 points of attrition. Of course, we've had this large deal that didn't renew in Q2. It's now in Q3. That produced a big bump of attrition. Excluding that deal, our attrition is in line because we've now closed that deal. So that was a net-neutral deal, if you will. But no, attrition is fine, and we believe we have very good sight into the attrition in Q4 as well.
Look, it's an interesting dynamic because while a lot of engineering business got pushed out of the quarter, our E&C customers are expanding spending with AspenTech. We signed a number of transactions in the quarter, especially one of our largest E&Cs where they expanded their spend with AspenTech by an incremental percentage, which is a sizable number in the context of their deal -- of the spend they already have with AspenTech. We are seeing this -- the same behavior across more and more E&C. So I don't think it's a CapEx-related issue because CapEx is a long-term investment by these customers. I think this is a temporary pullback on OpEx spending that impacts on short-term deals in engineering and MSC and APM.
The dynamic that we saw in APM is very typical of the dynamic that we saw during the pandemic in that pullback on OpEx, maintenance being a very discretionary area of spending. And even if you have deals that have already been signed, if they come up for renewal, we've also seen those customers give up on those agreements in order to save that spend. So overall, it's a combination of behavior that support the macro, the positive, flashing green indicators that we have but also what was clearly a pullback on spending in the quarter.

William Clarke Jeffries

Perfect. I think that's very helpful. And I think just the last point on this about really being -- March being the time frame where you started to see some of these impacts to sort of closing times. Just as you sort of frame up across all the segments, April and where we are into May, have you seen any definable improvement, especially maybe in the wake of OPTIMIZE? And if there is any amount of reminder you can give us around how much of the business in ACV terms closes in the last month, that would be incredibly helpful.

Antonio J. Pietri

Well, I mean, look, we're a typical software company in that regard in that most of our business closes in the last month, okay? And you can ask any software company, and they'll probably give you numbers somewhere around 50%, 75% of the business closing in the last month of the quarter. That's just how sales cycles work.
And I'll say, and this is just a commentary, we've already closed a good business in the April month. A lot of it tied to the Q4 -- to the Q3 deals that we were pursuing. But there's also some business that -- in Q3 that has moved into Q1. But what I'll also say is that hardly ever those deals disappear from our pipeline like a customer didn't want to do business and the deal falls off of the pipeline. It gets pushed out into the future. And most of the business that pushed out of Q3 is in Q4 or some of it in Q1.

Operator

Our next question comes from Mark Schappel with Loop Capital Markets.

Mark William Schappel

In your prepared remarks, you noted that you were reviewing your APM segment as a result of the segment's underperformance in the quarter. And you may have touched on this a little bit in the prior question, but I was wondering if you could just provide some additional details around your APM segment and what you're doing there.

Antonio J. Pietri

Yes, yes. Look, Mark, the fact is that our APM business, especially our Mtell product, is a great product. I think Mtell has been given 5 or 6 awards as best technology of AI, IoT, whatever, since the very beginning. I mean in almost every region of the world, Mtell has gotten a best technology award by Hydrocarbon Processing, by conferences. Frankly, it's a little bit incredible, the recognition that our products receive.
So okay, a lot has happened with Mtell and APM. What we're clearly seeing is that the value proposition for Mtell is incredibly clear, quantifiable and material to -- in some customer segments to the extent that we see very little attrition in those customer segments. So these customers buy the technology deployed and expanded. So we have some customers already with the technology across 20, 25 sites generating incredible value. And I'm not going to mention what customer segments because I'm sure -- the competition is probably listening.
So -- but at the same time, we have some customer segments where customers love the technology. They buy. They implement it. And for whatever reason, a year or 2 later, either their teams move on, get promoted, leave the company, and the value hasn't really been proven and quantified. And therefore, there isn't a commitment to sustaining the use of the technology. That is what generates attrition.
So the product, Mtell and APM, they've never stop generating growth. The fact is that every quarter, there's an important amount of gross growth, new growth that gets generated that is negated then by some attrition. So in this review that we've done, and it's part of the outcome of the reviews that I've been involved in, is clearly that if we sharpen our focus with Mtell and APM, we can go into some customer segments where we will be very successful with the product, where we will see very little attrition. And therefore, the net growth will be more material and a contributor to our overall growth as a company.
So that's what we're doing. We're going to -- for fiscal '25, we're going to sharpen our strategy. We're going to be very focused, and we're going to pursue not business for the sake of business but high-quality business that doesn't generate attrition later on. And we believe we have a number of customer segments. I can tell you we believe we're becoming the leader with Mtell in some of those customer segments by far. And those customers that are already using it just love the technology.

Operator

I would now like to turn the call back over to Antonio Pietri for any closing remarks.

Antonio J. Pietri

All right. Thank you, Josh, and thank you to everyone for joining the call today. We will be attending the Baird Technology Conference and the William Blair Growth Conference in the first week of June. So please reach out to our Investor Relations team for more information on these events. We look forward to catching up with many of you soon.
So thank you, everyone, for joining. And we will see you on the road. Thanks.

Operator

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.