Welcome to today's event, where we have the pleasure to present OrderYOYO. To help us through today's presentation, we are joined by the company, by CEO Jesper Johansen and CFO Jesper Hyveled. Today's event is, of course, the news came, coming out Friday, both acquisition and maybe a little bit about the strategy here on this side. Then, of course, the fifth upgrade, congratulations with that, guys. Strong, strong momentum, and it was not only the M&A as far as I could read, but I'm sure you will come deeper into that. As always, you can ask questions in the box down below. Do it in Danish, I will try and translate to the best of my ability, but the event will be on English. But for now, I think I'll hand the call over to you, Jesper. Thank you, everybody, and yeah, sorry for the short notice in calling in for this event, but we announced the acquisition of Gustoco in Germany on Friday and also the upgrade of our earnings. So couldn't send it out before, but great news! So let's jump into it. Next slide, please, Michael. Yeah, the normal important information slide here, just 10 seconds, 15 seconds. Yeah, let's move on, Michael. Okay, so this Friday, we acquired a German company called Gustoco. And just to kind of put this in perspective on what type of transaction this is, compared to our consolidation strategy, as you know, we have two types of consolidating transactions. We have transactions where we go into new markets, so that through acquisitions of local market leaders, this was what we done with app smart. And then we have acquisitions in the existing markets, where we buy strong local participants in existing markets, and this is much more about economies of scales and profitability, and this is where this transaction that we did last Friday fits perfectly, as one of those, strong acquisition in Germany, where we are market leader already. So this is very much about economies of scales and profitability to kind of put the perspective of, on what type of transaction we're talking about. Next slide. So just a little bit about the transaction. So total price of just below DKK 8 million, DKK 5.3 million paid in newly issued shares, and DKK 3.5 million paid in cash, and the share capital increase here will be less than 1% of our share capital. So very, very little dilution. Next slide, Michael. Maybe more important in terms of transaction value and in terms of multiple, so the acquisition was done at an ARR multiple of 2.2x. Whereas we, as OrderYOYO, based on the price that we saw just the day prior to the transaction on Thursday, we were trading at 2.8x ARR, so we actually did this at a 22% discount. Very much, our concept, acquiring these local players for shares and preferably at a discount, so a good transaction for us. Just a little bit about the company that we bought. So it's a local online ordering company, a strong company, founded in 2015 in Bielefeld by a guy called Phillip Lindemann, who will join our company. It's very strong in the North Rhine-Westphalia region, more than 250 restaurants, annualized GMV of DKK 120 million, and ARR of DKK 4 million. When all the dust is settling, we will have three of the employees from Gustoco joining our organization. The migration to OrderYOYO platform will be initiated in the beginning of the new year. Besides that, we acquire some strong company with some strong restaurant partners and a strong GMV. We have a lot of upside opportunities and cost synergies in this case that will drive going forward. So we're very pleased about this transaction. Next slide. Over to you, Jesper. Thank you, Jesper. So based on the acquisition of Gustoco, we have also raised our 2023 guidance for the fifth time this year. The new guidance for 2023 is an ARR between DKK 270 million-DKK 275 million, net revenue between DKK 240 million-DKK 245 million, GMV raised to DKK 2.6 billion-DKK 2.8 billion, and EBITDA raised to between DKK 22 million-DKK 24 million. And that was basically the presentation. So over to you, Michael, for the [crosstalk]. Yeah, perfect. Perfect. The first one, the first thing I saw, I couldn't read anything about it: "Is there any performance clause, you know, depending on the price, or is it an upfront, you know, on the coming years' results and how much customers they keep, and so on?" Yeah, no, it's a very all that is baked into the price. So it's a fairly straightforward transaction as structured that we have here. Obviously, we have all the guarantees that we need, but there's no earn-out element in this. This is basically it. Yes. Yeah. Perfect. And then there's a question, from our side: "Do you see any direct cost synergies with the M&A? You mentioned that you will, take it onto your platform. Yeah, I think so there is actually a few, and some of them is actually also some of the stuff that we realized in the Kingf ood transaction, and to some things actually also in the app smart transaction. Obviously on the people side, so only three people will, when this is done, join our organization. The way that Gustoco has been selling their product has been through sales agents. We'll take that over completely. And then obviously on the tech part, we will be able to offer a better product at basically a lower price per restaurant than the current Gustoco organization can. And fourthly, the whole transaction and the payment part, which is very important for the restaurants, we will be able to do at a lower price as well. Perfect. Then there's a question: Is it a specific target for you to acquire companies as sales multiples below your own multiple? We would like to. So it's not a specific target, but that's where we start, to be honest. But then obviously, every transaction has its own life, so to speak. So there might be companies sometimes in the future that are so strong that we're willing to and can accept a little higher multiple on the ARR side. If that happens, it would basically be because we can see that the cash multiples or the cash EBITDA multiples will also be so low that it's okay to pay a little more. But in general, we would like to pay below our own ARR multiple. It's very important that the transaction, as we see it, are accretive from day one. This is what we've done historically. So that is definitely, you know, the goal. But never say never, right? Might be that we'll find a jewel and we don't wanna miss out on that just because of that. But the thing with the ARR multiple is that it, I mean, it kind of sets a level, so we need to have very, very good arguments for going above that, which is very healthy for us in acquiring companies. So that you don't suddenly, you know, go blind and pay too much for the companies. I strongly believe that there are two elements in a successful M&A strategy. Number one is actually the price. Never pay too much. Pretty simple. And number two is integration. And obviously, if you pay at a good price, it's, y ou can also you have the chance and you can afford, you know, a little longer integration time, migration time, and all that. So it's always a matter of not paying too much. Actually, I think the next question: Why do you buy such small companies? Risk of losing focus and only a very small upside, you know, a little bit to the strategy and your ability to integrate it with not that much effort. So a little bit thinking about. Yeah. Is this too small or will you continue with these small ones? And a little bit about how do you not lose focus by buying small companies? Well, so let's start with the last ones on focus. You know, we don't lose focus because this is actually just up our alley. So it's basically they are so similar to us, so it's basically the same type of customers and vision that we have. So we don't do that, and it's a market that we know pretty well. In terms of size, these small sizes only make sense in the markets where we are number one, so that would only make sense in existing markets, right? And it is on the small side, if you look at ARR, but actually, if you look at GMV, it's actually okay. DKK 120 million per year is actually decent, but they're not getting enough out of the restaurants compared to what we would be able to do. These kind of companies we would continue acquiring and we have a playbook and a model to integrate this, so that it doesn't interfere with anything of the other stuff we're doing. So, no, this is a good company to buy. Would we buy somebody with 500 restaurants instead? Yes. 1,000? Yes. But no, this is one that where we entered first. And you talked a little bit about the up-sales potential. I guess if you do the dividing between the GMV and the ARR, it's a lower. Yeah. Percentage-wise than you get out of yours. So. Yeah. Can you talk a little bit about the upselling possibilities there? Yeah. And, maybe it makes a little bit more sense, the smaller acquisition in that perspective. Yeah, no, but that's actually where this is where the devil is always in the detail, right? So, you're right about that. And basically, what we will do here is obviously the online, so in general, the online ordering product that we have, including payment, is stronger than the one that Gustoco has. So, that will, once we've migrated, because of that, actually drive increased ARR. And then on top of that, we will, as we did with Kingf ood and we did with app smart, we will sell our marketing product on top. We have in both markets sold that quite effectively. And lastly, obviously also our POS. So it's all three additional products that we will sell, and that will drive ARR. And we, you know, need to get to a point where we are somewhat closer to our take rate than the current one. This question: How much of the EBITDA guidance upgrade is driven by the acquisition, and how much is driven by a strong October or start to November? Difficult to kind of separate the hot and warm and cold water here. So it, it's obviously a bit of both. So would we have, would we have, revised our budget or guidance up without Gustoco? We probably have waited to see November as well. So the combination. So it is, it is both. But there's no doubt that October is turned out good. November looks good, knock on wood. And obviously you could say that the EBITDA guidance is probably more driven by our own, you could say, own performance, as that is for the full year, right? So you could say, as I said last time, that we in terms of profitability is ahead of the curve here and is getting better and better, and having a higher and higher visibility here. Yeah, I guess, you know, when will this be consolidated in? Because as you said, the EBITDA is a full year effect. The ARR goes on top of your guidance, but the EBITDA must be very, very small if. Yeah, it is. If it gets consolidated from November or something like that, so. From December, yeah, from 1st of December, basically, right? Yeah, exactly. Yeah. So, EBITDA and net revenue, it's actually mainly our existing business that drives that upgrade. Then this question: What do we think about EBIT this year and the coming three years, in numbers, please? I guess you are not willing to give guidance, but can you give a little bit indication on how EBIT will be affected by this transaction and some thinkings about it? Do you have a lot of. E-[crosstalk] You know, depreciations on the purchases you made the last couple of years? Right. Yeah, so no, we are not gonna give any number. But as you can see from our 2024 guidance, we do expect, and that's obviously EBITDA, that we've guided on, but we do expect to have better margins in 2024, improved margins. And obviously, as we've said before, on earlier calls, we are willing to invest, but we also are focused on investing in the right things from a tech perspective. So do not expect, at this point, that we do additional investments, and then you can do the math yourself, because we will probably be at a level where we are today in terms of investments. And then the improved EBITDA margin will contribute to a stronger EBIT margin as well, obviously. But I think here, Michael, what's important is, I mean, I do understand the question about EBIT, and it's also obviously a matter of, you know, when will net profits on the very, you know, all the way down, when will that kind of be positive? I think for a company like ours, where we do have acquisition as part of our strategy, you just have to look through the fact that there are some goodwill depreciations or amortizations going on, that you have to discharge. And I know that it's difficult, but I think actually that the right next KPI to look at would be cash EBITDA, because that tells about the ability to generate cash. And we have been positive on that, as we said, since June, and continue to do that. And then, as Jesper said, we haven't done anything with our 2024 guidance, but obviously we are upgrading 2023 guidance on profitability. No additional investments in you know normal running business. And we do see that we are ahead of the curve on the profitability, so we're quite comfortable on the profitability part of our journey. Perfect. How is the M&A, M&A pipeline developing in Germany? Are there also targets of material size? Define material. Bigger than this one, I think. Yeah, I mean, we do see and have a pipeline with basically in all shapes and forms. So we have more of the smaller ones here, and then we also have bigger ones that we look at. And obviously, this is part of the negotiation and where these M&A transactions end. Obviously, as bigger the company, the higher likelihood that there are others, i.e. external financing or venture capital in the cap table, which does something in the negotiation and the price ask on these assets. Whereas the smaller ones are normally founder based, are actually already profitable, so it's actually a little less risky. So the bigger ones are great, but they really have to be the right one. So, but we have, we have a pipeline with everything. Final question, and I call it bolt-on, the smaller acquisitions. Yeah. I know it's a different strategy, and then if you have the transformative deals like the app smart, you know. Yeah. What is, if you look into the future, and I'm asking you to guess here, what is the likelihood? Is it more likely that we will see more of these smaller bolt-on, sorry for the words, but it's a long word this about acquiring profitability, and then, or app smart, you know. Your guess, I wonder if both. Yes. Could both be possible in the future? Yeah, both, both will be possible. So we are looking at both, and we are having pipeline with both types of transactions. The most likely ones are the bolt-ons, and they are the less risky ones because it's in the existing markets. We have an organization. It's fairly easy to integrate. Now, I said fairly, you know, but it is. We have a plan for how we do that, where it's going into. So the transformative ones, I'm basically going into new countries. We wanna always wonder number two in the markets there. So, and we need to make sure that when we do it, that that is a strategic market that we want to enter. So, in terms of profitability, or sorry, probability, bolt-ons are more probable, likely than the other ones, but we wanna do both. Perfect, yeah. Yeah. Perfect, Jesper. And Jesper, thank you for taking the questions and presenting shortly your strategy and your latest transaction, M&A transaction. May everybody have a nice day. Thank you, Michael. Thank you, everybody. Thank you.
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