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M&A Announcement

Jun 25, 2021

Speaker 1

Good morning and thank you for joining Rockwell Automation's special investor event, where we will discuss today's announcement of our agreement to acquire Plex Systems. With me today is Blake Moret, our Chairman and CEO Nick Gangsta, our CFO Brian Shepherd, Senior Vice President of Software and Control and Bill Brudi, CEO of Plex Systems. I need to remind everyone that today's event is being recorded. Later, we will open up the event for questions. If you have a question at that time, please write them in the Q and A message board.

We ask our sell side analysts to please limit yourself to no more than one question at a time, so we can fit in as many of you as possible. A press release and charts have been posted to our website. A recording of this call will be available on our website for replay for the next 30 days. For your convenience, a transcript of our prepared remarks will also be available on our website at the conclusion of today's call. Before we get started, I need to remind you that our comments will include statements related to the expected future results of our company and are therefore forward looking statements.

Our actual results may differ materially from our projections due to a range of risks and uncertainties that are described in the press release we issued today, our earnings releases and all of our SEC filings. So with that, I'll hand the call over to Blake.

Speaker 2

Thanks, Jessica, And thank you, Bill, for being here for the Q and A session. Good morning, everyone. This is an exciting day for Rockwell. This morning, we announced that we entered into a definitive agreement to acquire Plex Systems for $2,200,000,000 Plex's smart manufacturing SaaS platform adds unique value to Rockwell's offering. It creates more ways to win And is the next big step in our transformation.

Turning to Slide 3, who is Plex Systems? Plex is a privately owned software provider dedicated to industrial solutions and based in Troy, Michigan. They're a large and fast growing cloud native industrial software as a service company. Their smart manufacturing platform includes integrated operations management applications that fit perfectly within our FactoryTalk hub offering, including a comprehensive manufacturing execution system, advanced quality management And supply chain solutions that are easy to deploy, easy to use and installed at hundreds of customers, big and small across our target vertical industries. Plex has delivered profitable double digit growth And it's earned very high retention rates across discrete, hybrid and process industry segments.

They have especially strong capabilities for automotive tier suppliers, consumer packaged goods and chemical customers. Our market access and expertise in real time data are highly synergistic, as is our recent acquisition of Fix Asset Management Software as a Service. Turning to Slide 4. You can see where Plex fits in our vision a factory talk as a service. At last year's Investor Day, you will recall that we talked about the importance of data and how critical it is that customers utilize that data to improve their resilience, agility and sustainability.

We also talked about how we are bringing our FactoryTalk software offering to the cloud with 3 key SaaS offerings, Our FactoryTalk Design Hub, FactoryTalk Operations Hub and our FactoryTalk Maintenance Hub. The organic development of our FactoryTalk Design Hub is well underway and complements our best in class Studio 5000 Software. Developments related to FactoryTalk Design Hub are significant investment to ensure differentiated value over the long term. These new capabilities include system simulation and optimization And we'll streamline the design and implementation phases of our customers' production systems, which is key to unlocking faster growth for Rockwell's software and core automation offerings. You will hear more about these product launches at our in person Investor Day in Houston in November.

The foundation of our FactoryTalk maintenance hub Comes from last year's acquisition of Fix, an AI enabled maintenance management platform. This technology is 100% cloud native And so purely on a subscription basis. Since the acquisition, we've seen accelerated growth at fixed, Including the addition of their first two customers with contributions of over $1,000,000 of annual recurring revenue each. I should add, fixed and Plex applications are highly complementary with many opportunities for customers To further improve manufacturing productivity, product quality and asset utilization by using these products together, Consider a factory where any production data anomalies, like a drop in output or quality, can trigger a maintenance workflow from Plex To fix, a dispatch is the right technician to diagnose and fix the problem or vice versa, A machine maintenance activity planned in fixed can be sent to Plex to enable creation of updated production schedules And routings that work around the offline machine. There is a unique opportunity to make efficient use of the real time data that's required in both of these applications.

In a factory using Rockwell's FactoryTalk Hub applications, The operations and maintenance teams will be working together more effectively than ever before. With the addition of Plex, we will have a world class full scale factory talk operations hub. Plex's smart manufacturing platform includes one of the most advanced cloud native MES offerings available As well as cloud native quality and supply chain management solutions. Capabilities like inventory management, Supply chain optimization and track and trace are more critical than ever, and we will have unmatched on premise and cloud native solutions. We're moving fast because manufacturers are picking up the pace And because we have the opportunity to leap ahead with new value.

New value from highly scalable, easy to apply and well integrated information solutions that build on our rock solid heritage, born in the world of real time data. Turning to Slide 5. Let's take a minute to put this in the broader Rockwell perspective of accelerating profitable growth. For those of you that attended our Investor Day last year, you will recall this slide and our line of sight to reach $9,000,000,000 in revenue Over the next few years, we are moving with a sense of urgency to maximize our participation in what we believe It's the early stage of a strong demand cycle. There are 3 key elements of our growth strategy.

1st, accelerate growth in our core automation business. The early stages of the recovery have traditionally had a strong positive impact on our core growth and performance. We also believe we are gaining share through our increasing technology differentiation, Broadening product portfolio and powerful market access model, especially in the Americas. New intelligent devices are winning in Europe and Asia, acquisitions like Aasem are performing well And our growth in disruptive new areas of core automation like independent card technology show how innovation can drive faster growth. Strong orders performance in our Intelligent Devices and Software and Control segments over these last few quarters is testament to how we are creating new ways to win in the marketplace.

Proctil is already playing a broader role journey that most of our customers are on and Plex will bring us more opportunities to play an even bigger and more strategic role. 2nd, we have targeted double digit growth in information solutions and connected services. These areas include our newest digital revenue streams, and we were already achieving double digit growth organically. We are on track to achieve over $500,000,000 in revenue this year from these offerings. And with the addition of Plex, We will significantly increase the size of this element of our growth framework with continued expectations for double digit growth.

The last element of our framework is growth from acquisitions, which has become an important complement to our organic growth. Plex generates approximately $150,000,000 in annual recurring revenue. We expect the addition Of Plex, will enable us to reach our initial ARR revenue goal, which is for annual recurring revenue to be 10% Our total Rockwell revenue by the end of 2025, that was our initial goal and we expect to achieve this 2 years ahead of that original schedule. Plex is expected to be accretive to Rockwell's adjusted EPS after the 1st full year and we expect it to significantly add to share owner value over the long term. We remain committed to an enterprise wide return on invested capital target above 20%.

Turning to Slide 6. Putting it all together, we believe this acquisition will provide a unique opportunity to meaningfully accelerate our software top line growth and earnings trajectory. We believe the addition Plex to our factory talk software portfolio will allow us to extend our technology leadership even further, accelerate our software revenue growth and drive tremendous long term value for our shareholders. With that, Let me now turn it over to Nick to review some of the financial details of the transaction.

Speaker 3

Thanks, Blake, and good morning, everybody. I'll provide a little bit more background on the acquisition. As we announced, We've agreed to acquire Plex for a cash purchase price of approximately $2,200,000,000 And as Blake mentioned, with Plex, We will get the ability to accelerate our software strategy and significantly using next generation software architecture that is cloud native by design. It also adds software development talent that complements our organic hiring process and related investments. Flex brings us a 40% increase to our ARR base, which accelerates our timeline to achieve 10% ARR by 2 years and last but not least, it will create meaningful revenue and operating synergies between the two companies, leveraging our global market access and strong brand recognition.

Plex clearly accelerates our strategic objectives and will add to the momentum we are already seeing in our software business. And that's always been an important component to our inorganic strategy and our capital allocation framework. So if you turn to Slide 7, our capital deployment strategy remains unchanged. We've always said That we may do acquisitions that due to their strategic nature could lengthen the time to achieve our target free cash flow yield. Plex will take longer than our normal 3 to 5 years, but the acceleration of our strategic objectives, including the significant increase to ARR and our cash flow resiliency is well worth the investment.

We expect to finance the all cash transaction with approximately $300,000,000 of our existing cash and $1,900,000,000 of proceeds from the issuance of short term and long term debt. We've said that for the right strategic opportunity, We will temporarily increase our leverage to as much as 3.5 times EBITDA. Within the next 2 years, we intend to reduce our leverage back to our target range of 2x to 2.5x EBITDA. Now turning to Slide 8. We expect this transaction to close this year in our fiscal Q4.

Plex will become part of our software and control operating segment and included in information solutions and connected services. We expect Plex to contribute over $150,000,000 to ARR the 1st full year after closing. Excluding non cash adjustments and one time items, we expect Plex will be accretive to Software and Control segment margins in the 1st full year after closing. As a reminder, costs related to non cash intangible amortization will be excluded from adjusted EPS. We expect the 1st full year adjusted EPS to be $0.20 to $0.25 dilutive, primarily driven by one time transaction costs, integration costs and the accounting treatment of deferred revenue.

Absent those three items, we estimate our underlying adjusted EPS accretion In the 1st full year will be approximately $0.15 We expect the earnings in the 2nd full year to be $0.20 to $0.30 accretive to adjusted EPS. If this were to close this fiscal year, We would expect virtually all of the 1st 12 months EPS dilution, which I just discussed, to impact Q4 of fiscal 2021. We will share more information about the financial impact of this pending transaction at our upcoming Q3 earnings call. With that, I'll turn it back to Blake for a few final words.

Speaker 2

Thanks, Nick. Over the past few years, you've heard us talk a lot about Rockwell creating more ways to win. We see Plex as having extraordinary runway

Speaker 3

as part of

Speaker 2

the Rockwell portfolio. We're also very impressed with the talent we're acquiring and their fit within Rockwell's culture. These 500 new employees are dedicated Helping manufacturing companies be more productive and sustainable, which should sound familiar to you. Our rapidly expanding internal offerings in addition to an unmatched partner ecosystem And an open approach to digital transformation set us apart. We could not be more excited about this business, this team and what they bring to Rockwell.

With that, let me now pass the baton back to Jessica to begin the Q and A session. Jessica?

Speaker 1

Thanks, Blake. We will now begin the Q and A session. For those of you interested in asking a question, we ask that you type your question into the Q and A message board. When it's your turn, I will call on you to ask your question live. Just please remember to unmute your microphone.

While our attendees are inputting questions, Let me kick this off with a question I think our investors would be interested in. Like how does Plex fit in with our partner ecosystem, particularly with what we're doing with Microsoft and PTC.

Speaker 2

Yes. I mean, we continue to feel like we have the best Partner ecosystem in the business, and specifically with respect to PTC, We look at this as complementary to what we're doing with PTC and their design tools, their IoT platform, The things that we've done to get involved earlier in our customers' digital transformation, that continues and really broadens With the addition of Plex, so we look at this as complementary. We think it makes us a stronger partner to PTC actually. With respect to Microsoft, Plex is already working with Microsoft to put their applications on Azure, And we're already doing a lot in other areas with Microsoft. And so this just broadens and deepens An existing really strong relationship.

Speaker 1

Thanks Blake. The next question comes from Josh Pokrzywinski of Morgan Stanley.

Speaker 4

Hey, good morning guys.

Speaker 2

Hey, Josh. So, Blake, appreciate some of

Speaker 4

the color here and congrats on the deal. I guess maybe one thing that stands out is Plex has cloud capability in Some of the kind of traditional Rockwell offerings, MES, QMS, IoT with PTC partnership. So Is this just something where there's an option now for a customer to kind of choose the Plex version or the Plex element of the stack Versus what they had with Rockwell before? And if that's the case, how do we think about attachment rates, as you guys pencil out the transaction Between core Rockwell and what you have now with Plex, how could that attachment relationship look?

Speaker 2

This really comes right at the time as manufacturers are recovering from the pandemic that they're moving with an increased set of urgency To be just as competitive as possible and to build out their infrastructure and their manufacturing systems so that they can compete and Amidst even stronger competition going forward. And so taking the data that's a natural byproduct Of the core automation that we've been providing for a long time is more important than ever. But they're looking for different types of solutions. Some of those manufacturers are looking for certain applications to continue to be on premise. They already have an installed base of, For instance, our MES software and our visualization, and they want to continue in that respect.

Other manufacturers Are looking to the cloud to move some of these applications and Plex provides integrated but modular solutions that really fit those needs. I think they found an especial value proposition for Small and medium sized manufacturers that can't maintain the IT resources to maintain On premise systems, but it really comes at just the right time and we think these are highly synergistic. We think there is A minimal amount of cannibalization between the two solutions. I would ask Brian and maybe Bill for additional comment as well.

Speaker 4

I totally agree, Blake. The addition of Plex offerings to the portfolio allows our customers and prospects To choose between that on prem deployment that they get total control over versus a quick to deploy, easy to use cloud based system that as Blake pointed out, it's super attractive to smaller companies, but still with some of the larger companies moving to an all cloud infrastructure. Bill, something to add there. Yes, I completely agree. And in addition to that, there's so much leverage in the portfolio

Speaker 5

of Rockwell to create more customer value, Whether it's fixed, as Blake highlighted, or the fact that Rockwell exists on more shop floors than any other company in the world And being able to leverage that data that Rockwell brings from the shop floor enriches and strengthens the value proposition for Plex. And furthermore, Plex has had a great financial profile as Nick and Blake outlined, but we've been restricted to being the size of company we are, Being able to leverage the global footprint of customers and employees and partners that Rockwell has just means there's more opportunity for us to grow and bring more value

Speaker 1

Our next question comes from the line of John Walsh of Credit Suisse. John?

Speaker 4

Hi, good morning. Hi, John. Hi, John. Hey. So maybe a question about A little bit about the history of how this transaction came together.

And I think Nick used the term leapfrog In his earlier prepared remarks, there's obviously a very well respected third party, I guess report about this industry and how they view the landscape and I think both Rockwell and Plex are viewed as challengers. So You laid out kind of your pitch on why Plex and Rockwell make a lot of sense, but I'd love to know as you were doing your diligence around The broader competitive landscape set, what really stood out about Plex versus the other competitors out there? Well, I'll make

Speaker 2

a couple of comments and then ask for additional comment from Brian as well. But we've been looking at Flex as a potential target for quite some time. We've been very impressed With their super high retention rates, so the customer satisfaction really is extraordinary And their presence in industries that are important to us, but importantly, also with the opportunity to take these solutions And to move them into verticals that we're really strong in that are looking for cloud based solutions, but that Flex hasn't had the time To be able to develop packaged applications for. And so they're close to what we do, but there's still lots of room For the synergies that come in bringing our domain expertise, our market access to bear on some of the industries with additional opportunity for deeper share. Brian?

Speaker 4

Yes. John, these operational management applications are important to our software strategy growth. So that's things like manufacturing execution, supply chain management, quality management. We're in this business Today, as you know, we have a large and growing software business in this operational applications. What Plex brings us And we surveyed the market looking at more than 2 dozen companies.

Is that kind of perfect combination of cloud native applications In our sweet spot here, our area of interest, operating at scale. Of course, there's all kinds of little technology startups, But they don't have the heritage and depth and breadth of functionality that we need to serve customers. And the third thing it brings is our opportunity to bring synergy. As Blake mentioned, geographic expansion using our channels and partners as well as industry expansion, things that we know about, industries that we understand That Plex hasn't had a chance to serve yet. So, when you think about the combination of the 2, we really feel like that is a leading set of solutions that we'll bring to market here.

I appreciate the color. Thank you. Yes. Thanks, John.

Speaker 1

Our next question comes from the line of Andrew Obin.

Speaker 4

Yes. Hi. How are you? So I guess I'll ask a very simple question. When will Flex meet the rule of 40 and does it meet the rule Hey, does it meet the rule of 40 today and when will it meet the rule of 40?

That's my question. Thank you.

Speaker 2

So talking about growth in margins, I'll ask Nick to make a comment on that. Let me before he goes there, let me circle back. And Andrew, you talked about this. So just reinforcing what was asked earlier About leapfrogging, the competition, we believe that Having this set of integrated but modular applications really does give us a chance to provide these solutions In an easy to use, easy to deploy way for customers that really does move past Existing solutions in the market today. That contributes to double digit growth as we talked about the On a steady state basis, we think we're at that rule of 40%, but Nick, maybe some additional comments.

Speaker 6

Yes. Andrew,

Speaker 3

what we're acquiring is right around that zone and we see ourselves In the 1st couple of years, moving beyond that rule of 40, not just a little past it. So Like in the 1st year, Andrew, with some of our costs, some of our transaction costs, we won't be there. But in by the 2nd year, We feel pretty confident we'll be at or above that rule of 40.

Speaker 4

Thank you.

Speaker 2

Thanks, Andrew.

Speaker 1

Great. Our next question comes from the line of Steve Tusa.

Speaker 3

Hey, can you hear me?

Speaker 4

We can hear you now, Steve.

Speaker 6

Great. Thanks. Sorry, I got cut off there. I don't know if you discussed this, but could you maybe talk a little bit about where The kind of the geography of these of the one time impacts that are going to play through, will that be through the segment, through corporate? How much interest do you assume?

And then lastly, what is EBITDA and free cash flow contribution for the business?

Speaker 3

So Steve, I'll take on all of those. First of all, the geography of these one time things. The one time transaction cost that will be part of corporate for us and not part of the what we report for the Software and Control Reporting segment. The integration costs that we anticipate that we'll be having, That will be part of the software and control spending. And then the impact of the deferred revenue, I'm sure you're familiar with how as a company acquires a software company, there's a deferred revenue impact That will also be impacting the software and control reporting in the 1st year.

In terms of interest expense, we as I said, we will be adding $1,900,000,000 of Leverage, approximately half of that is in short term debt that we see a path of bringing that down over the 1st 2 years. So from that, you can pretty easily discern what our interest expense impact would be from that. And then in terms of EBITDA and free cash flow, we haven't been providing that per se. However, we see this as accretive to Rockwell's EBITDA. And as we get to the Q3 earnings call, Steve We'll provide a little more detail about some of the more financials on that.

Okay.

Speaker 6

And then just one last one on your MES product, Blake, how does it is the 2 just basically one is cloud native and the other is more on prem? I mean, How do you expect to manage kind of those two products together, if you will?

Speaker 2

Yes. Look at it from a industry specific approach. So a good portion of our current MES offering is growing in automotives, including electric vehicles, As well as Pharmaceuticals. And when you look at the Plex customer profile, there's a lot in automotive Pure suppliers, not as much in the actual brand owners, and also in some of the other industries, Chemicals, for instance, where we don't do a whole lot of our current MES offering. And so the opportunity To globalize the Plex offering, to be able to bring that cloud native approach to customers In industries that we're currently serving much quicker, to be able to provide that path for when they choose to go there To be able to deploy our partner ecosystem to have those delivery resources in the STEC, Calypso, Maverick, to be able to bring to bear on that, All of those things are really valuable to us.

And that's why when we look at this, we don't see a lot of cannibalization. This is a big market That's picking up the pace in terms of growth. MES is being seen as a need to have, not a nice to have in many of these industries. And so those are important. I should also add some of the technology collaboration is going to inform our roadmap In Production Center, our current offering as well.

So there's an opportunity to bring those together as well. So we're really excited about the opportunity to increase this scale, this capability, because the verticals really fit quite well together.

Speaker 6

Great color. Congrats. Thank you.

Speaker 1

Thanks, Steve. The next question comes from the line of Scott Davis of Melius. Scott?

Speaker 6

Good morning. Can you hear me?

Speaker 4

Yes, we are. Okay, good. Well, congrats guys. How do you plan on integrating Plex's sales and marketing group with your sales and marketing group? And How global is the Plex marketing effort right now?

It can go kind of geography by geography. Thanks. Yes. I'll start with just a couple of

Speaker 2

real brief comments and then give it to Brian. But first, as with all of our The idea is to do no harm. First, do no harm is a good watchword in this. They got a great team and a great team Boeing, so we're going to make Sure that we only amplify that. Plex does not have a big non North American footprint and so it's a big opportunity for us and we already have plans in place to Rapidly get those benefits.

Brian, maybe a couple of comments.

Speaker 4

Yes. I think the great news is that Plex has a solid team in North America It's performing well. Rockwell has a similar team on a global basis selling The similar value proposition for operations management applications. So this is not frankly a new value proposition for Rockwell selling teams. This is just another offering that we can, I believe, ramp up pretty quickly in our different geographies?

So on an integration plan that rolls out in detail over the next few months as we move towards closing the transaction. There's a lot of planning obviously In place, we're super happy about the talent and the people that we've met at Plex. Feel like it's a great place for them, their forever home, if you will, inside of Rockwell. Well, and we plan to take advantage of all the knowledge and know how of that team in running a successful SaaS business As we scale up our own activities. Bill, maybe you want to add a little bit about Plex's footprint?

Yes.

Speaker 5

I think this is actually one of the areas of greatest excitement for me, Because we've had all the success that Blake and Nick outlined in terms of being a consistently profitable and growing company, but we've done it all with sales and marketing resources In North America, in fact specifically in the U. S. But we have proven ability to scale globally. So we have, for instance, 700 customers that run 2,400 operations around the world and 530 of those operations are in 37 countries outside of the U. S.

So we know there's demand. We know we can serve that demand, but we have no sales and marketing resources to fill it. In fact, we have several dozen customers that have acquired our That have acquired our technology by finding us on the Internet and bought our solutions over the phone. So Having the global footprint of Rockwell just means we immediately have access to customers around the world where we already have multi language supported software that's ready to go.

Speaker 4

Thank you.

Speaker 2

Thanks, Scott.

Speaker 1

Thanks, Scott. Our next question comes from the line of John Inch. John?

Speaker 4

John, looks like you might be on mute. There we go. You hear me now?

Speaker 2

I hear you now.

Speaker 3

Okay. At least you're

Speaker 4

not buying me because I can't use technology. I just wanted to put some finer points on some of these Themes maybe, how many of the 700 manufacturing customers would be existing Rockwell customers and how many would be existing PTC customers? And back to Andrew Obin's question, Nick, like what has been the Plex historical rate of growth and what kind of sales growth Are you baking in going forward? And does that presume any kind of sales synergies, which seem to be I know we're not supposed to Contemplate sales synergies, but those seem to be pretty compelling based on the discussion that particularly the ability to Transport Plex globally, if you could just comment on some of those areas, that would be appreciated. Thank you.

Speaker 2

Yes. Let me start and then with additional Comment from Brian and Bill and Nick. So because Plex's home And the vast majority of their installed base is in the U. S. I would expect there's a large portion Of those customers who are using the underlying Rockwell Allen Bradley products, if you will, for the core automation, But not all, and it probably becomes a little bit less as you look at those sites that Bill mentioned outside of the U.

S. In In terms of PTC overlap, we don't see a lot of overlap. Some of those customers will have Thing works, I'm sure. Euphoria, I know for a fact that a lot of them are using kelpware, But there's a big opportunity because that market is fragmented and so the ability to fortify or to evolve a solution that may have started Just with a ThingWorx solution or with a module in Plex's smart manufacturing platform, there's considerable Cross sell opportunities that we considered there. And then finally, from my side, over the last half dozen years or so, Plex has had a strong track record of double digit CAGR.

Speaker 4

One more follow-up then. Of the 500 employees, I believe, how many would be, say, software engineers versus front office facing? And Would you expect to bring Rockwell employees into Plex and maybe Plex employees into Rockwell as part of your operational integration thoughts or Would you want to go into more of a hiring mode now that you've got Flex, because you obviously now you've got all these opportunities overseas and combined with Rockwell, Would you then be kind of hiring significantly to drive the synergies?

Speaker 2

My only comment on that is one of the really attractive The thesis of SaaS software is how well it scales. And with that, I'll turn it to Brian and Bill.

Speaker 4

Bill, do you want to talk a little bit about the The front of the employees?

Speaker 5

Sure. We focus a lot on customer and customer value and innovation. And So the good news here is that we've got more than 200 of our 500 employees are focused on product to product development. And in fact, if you add in everyone that's focused on Success, Support Services and Customer Success Management, it's over 300 of our 500 employees. So this is a big part of the value that Rockwell is

Speaker 4

getting and the team that's ready to Kale inside of broader Rockwell. I love the customer success motions that Plex is really institutionalized. There's a testament there with 96% renewal rates in their customer base. It's super sticky software, but also with a very competent a customer success outreach organization that's doing a great job. So I think that's another opportunity for us to kind of scale up across our Rockwell portfolio.

Great. Thanks for the color. Appreciate it.

Speaker 2

Yes. Thanks, John.

Speaker 1

The next person on the line to ask a question is Joe Giordano of Cowen. Dale?

Speaker 4

Hey, guys. Can you hear me? Yes. We can hear you great. Hey, good morning.

So I'm just curious, what's kind of required now From an integration standpoint to make all these different businesses that you've acquired kind of communicate seamlessly and just from like a data flow standpoint, you have a lot of I know it's going to look it's going to come to customer facing, it's going to look all the same, right. It's going to have that consistent Module looks like you have a lot of different things in the back end that needs to communicate now. So what's required from your end?

Speaker 2

Just a quick comment, again, I'll go to Brian, on that. But foundationally, and this is where Rockwell is differentiated, So much of the data is coming from real time devices, ours and our competitors, and there's nobody who knows more about that than us. And so some of the work That we're already doing in our intelligent devices to be able to package up that data for use in these information solutions, The way that we can aggregate it efficiently in the controllers, in the logics, sending it up To those higher levels of information software, if you will, we've already been working on that because we knew it was necessary regardless of what information software it was landing in. So that's something that's work underway that continues to be a significant part Of the development in Brian's group plus the software integration that he can comment on.

Speaker 4

Yes, Joe, the Having Fix and Plex side by side in the software and control organization really makes it super easy to do that technical integration At the R and D level, the products are compatible in that way with rich APIs and kind of modular software architecture. So We feel good about our ability to build these bridges to allow the data to flow back and forth as Blake outlined in his comments. Beyond that, both are designed for really simple integration into the customer's existing infrastructure Good tools and rich APIs to allow us to connect to the different machines or other software applications on the customer side. So At the core R and D level and then at customer site, the integration is actually a strength of what we have today. And Nick, if I could just sneak in one quick question.

In the 1st full year in the slides, it shows $0.35 to $0.40 of like deal costs, integration costs, deferred and all that. Is that not going to be adjusted out of adjusted earnings?

Speaker 3

No, Joe. And thanks for asking that. We Yes. A little a year ago, we announced here's our new definition of adjusted earnings per share. And in that, we announced That intangible amortization we would be excluding in our adjusted EPS calculation.

But at that time, we also chose that Like initial transaction costs and integration costs that we bear in the 1st 1, 2 or 3 years that we would continue to include that in adjusted And we're staying true to that, but we're also complementing that by trying to be as being very transparent about what that is help people understand the underlying operations. Thanks.

Speaker 1

Next person on the line to ask the question is Andy Capital with Citi. Andy?

Speaker 4

Good morning, guys. Can you hear me okay? Yes.

Speaker 3

So I just wanted to ask, maybe give them a little more Color into Plex and how Plex could help you with some of the other initiatives that you're focused on, such as building out process and Maybe getting to that 2x industrial production targets sooner.

Speaker 2

Yes. It's a great question. I mean, it increases That whole idea of being so well positioned at the convergence of the operational technology, Our heritage in core automation and information technology such as Plex offers makes us more valuable to our customers and we get involved earlier in their digital transformation journey. So we're having discussions Earlier, probably with the CIO and his or her team earlier in the process. And so we're able to have larger conversations, which is expected to pull through more of intelligent devices because they're still absolutely needed to get the work done To produce that scale and with the necessary quality, you have to have the core automation, but having the 2 together that have integrated so well In the world of production, which is our focus, at a conceptual level is going to be very important to us.

The ability to have the data being able to be used efficiently, the same set of sensors and intelligent devices That's doing the control to also feed the Plex software modules is a natural synergy there. Brian, Bill, maybe a couple of additional comments.

Speaker 4

Yes. Andy, I'm a huge believer in the power of data to transform manufacturing. So Rockwell, as Like I said, brings this unbelievable source of data from the automation systems. Now when you think about kind of the layer above that in the SAC with MES, with quality, with supply chain, we have all of this transactional data to mix with the automation data. And I think we have like a leading footprint of data ownership in the production system of our customers.

That's a rich source of value for things like dashboards, analytics, low code apps, connected worker experiences. There's a lot of different ways we can kind of mine and monetize that data to create more value for customers. So I think It's all about the data at the end and having Plex in the portfolio gives us many more sets Of data to include in our story.

Speaker 3

Appreciate it guys. Congratulations. Thanks Andy.

Speaker 1

Our next question comes from the line of Jeff Sprague of Vertical Research. Jeff?

Speaker 2

Jeff, it looks like you're muted right now.

Speaker 4

Okay. There we go. Thank you. Good morning,

Speaker 7

everybody. A lot of the industry type questions have been asked. So can I just come back to a financial And just to be precise on the accretion here, right, if we're talking rule of 40%, right, then you're telling us the margins are 30% or so? Nick, it just seems like we have to solve to a really low interest rate on this leverage, a touch over 1% or so To get to that $0.15 underlying accretion, is that right? Am I missing something else in the equation here?

Speaker 3

We are taking advantage, Jeff, of very attractive interest rates, both with our short term and what we On the long term, so we are expecting to be able to lock in financing at Quite attractive rates. Part of what we see in this underlying is also We are seeing some growth that we'll be generating in the 1st 2 years that are included in those numbers, As well as some modest benefits from cost synergies that we see. So all of those are baked into there, Jeff.

Speaker 7

Great. Thanks. I'll leave it there.

Speaker 2

Yes. And just an additional comment. I mean, the synergies, We've taken a conservative approach, but for the reasons that we've outlined, there's huge opportunity that Doesn't take a lot of complexity to describe globalization, expansion into verticals with this technology that Plex just didn't have the time to go to being able to engage our full ecosystem of service delivery, technology partners And then the synergy with the other applications within this hub concept across design, Operate and maintain. So we think the growth is very achievable.

Speaker 1

Our next question comes from the line of Noah Kaye of Oppenheimer. Noah?

Speaker 8

Thanks. Good morning. Appreciate you taking the question. Blake, maybe and team you could give us a little bit of A broader industry context as well. Are you really seeing an accelerating shift in customer preference towards the cloud?

And I think this is really about how you manage the legacy offerings for on prem Versus the developments that you have both organically and some of the acquisitions you've made. What does that shift look like? What's driving it? And hasn't really picked up in the last couple of years.

Speaker 2

Yes. Let me make a couple of comments to kick it off. What we're not seeing move to the cloud is real time control, where you've got a close loop with very accuracy and repeatability It's measured in milliseconds. You're not going to see that go to the cloud and back for those sorts of applications. So our work With having precise motion control, power control, energy, all of those things, Machinery Operation and Packaging, those are still going to be performed in the vast majority of cases with on premise Appliances, if you will, like Logix, with the intelligent devices that have dependable, Safe communications, and that's been our hallmark for a long time.

So those applications, along with the real time operator interface, Are still going to be largely on premise. But when you look at the ability to aggregate information across what could be a global fleet Of machinery or lines or plants, the cloud is a pretty good place to do that and we are absolutely seeing that movement as the security improves In those areas, because of the ease of implementation of those tools, because you're not having to manage thick clients Sitting there in individual plants, there's just an ease of use in deployment and scalability that's too hard to pass up. Brian?

Speaker 4

Yes, Phil, you want to weigh in on it?

Speaker 5

Yes, the cloud adoption trend in manufacturing is one of the reasons why I think there's going to be so Positive synergy here. Certainly, manufacturers were slower to adopt cloud than some other industries. But in the last few years, that's changed dramatically. And we have customers like Trojan Battery and Accuride Corporation that have moved to 100% cloud posture. For instance, Paul Wright, the CIO is an accurate $1,000,000,000 automotive supplier.

The entire company runs on Plex and Workday and they're all in the cloud. And so that trend was already hitting an inflection point, but then the COVID crisis only created a greater slope on the inflection because People realized, my gosh, we got people working from home, we're dealing with supply chain disruptions and cloud is really the only way to bring the organization together in real time For enterprise applications, as Blake said, shop floor controls are still going to be on the shop floor, but for enterprise applications, the cloud benefits became even more Given the crisis we went through in the last year, which is why our pipeline is growing so quickly because now when people look for enterprise apps For the manufacturing environment, they're thinking cloud first.

Speaker 2

The other comment I would make is, we've talked a lot over the last She is about meeting customers where they are on their journey. What we don't want to do is to come in and say, this is what we have, therefore, This is what you need to move to immediately. They're going to move at a certain pace and at a certain starting point and to be able to provide this range of solutions, Great, trusted, big installed base of on prem solutions, but also the ability for those Customers who are ready to go to the cloud in these applications to have a great solution that has The confidence behind all of those installations and super high retention rates. This is why we're so excited about what we announced this morning.

Speaker 8

Great. That's helpful, Paula. Thank you all.

Speaker 1

Thanks, Noah. Our next question comes from the line of Nicole DeBlase of Deutsche Bank. Nicole? Yes, thanks. Can you guys hear me?

Speaker 3

Yes, yes.

Speaker 1

I just wanted to elaborate a little bit on Jeff's Question. And I guess with an acquisition like this, I'm a bit surprised that there are any operational synergies. But can you talk a little bit about where the overlap lies and order of magnitude, how much of a contribution that is to the accretion calc that you guys have put together?

Speaker 2

Yes, let me just start with a comment on that. So Plex is at scale in the cloud and with multiple And so it's natural that there are going to be certain things that they do better than we did before and have some Experience there. And so the opportunity to be able to scale that into other aspects of Rockwell's organic development is what we're looking at there. And again, by its very nature, the SaaS software It's scalable, highly scalable, and so to be able to take those concepts across the organization and look at ways where we can learn from Plex is an important consideration and we've identified some of those synergies in that area. It's not the main focus by any means of why we did this.

The main focus is to accelerate profitable growth, But those operational synergies are real.

Speaker 1

Okay. Thanks very much, Nicole. With that, I'm going to turn the call back to Blake for some final remarks.

Speaker 2

Yes, just briefly, again, I hope you're feeling the excitement. This is a major step for us. I'm getting a lot of great feedback from customers already, and we're looking forward to following on those. And with that, we'll sign off here from Milwaukee, Wisconsin, the home of the bucks and looking forward to seeing them

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