Bauhub OÜ (ADMCM) Earnings Call Transcript & Summary

Sorry for running a couple of minutes late. We had some technical issues as everyone apparently has nowadays. We're happy to have you online with us today. My name is Satu Helamo. My primary job is CFO at Admicom, and currently, I'm also serving as the interim CEO until Mr. Simo Leisti joins us in January '25. Together with me, I have probably a familiar face to many of you. Petri Aho, our Chief Development Officer, and we will be guiding you through today's announcement in this short investor call. We have reserved 30 minutes for this session and hope to leave some room for questions and answers in the end. You can leave them in the chat. So today, we have announced that Admicom is to buy the full share capital of Estonian Bauhub OU. And Petri, if you can change the first slide. Here, we have the transaction highlights, highlights for you. So this transaction has been done with an enterprise value of EUR 6 million corresponding to approximately 4x ARR multiple. The transaction is still subject to some technical closing conditions. But based on the information that we have today, we should be able to close by end of December. In the transaction, we have 3 operative founders who have been committed in the transaction to continue to develop Bauhub and its integration with our Project Management Suite through reinvestment that they will make in Admicom Oyj's shares. And this share issue takes place at closing. Petri will discuss more about Bauhub and our plans for this acquisition, but I'd like to start by stating that the transaction that we announced today is strategically bigger for Admicom than the size of the acquired company. Bauhub complements our current Project Management Suite in a way that not only makes it easier to sell project management as modular suite to our customers, but it also clarifies the internationalization capabilities for that suite. And lately, in the very recent investor meetings and presentations that we have held, we have been speaking a little bit about our 2-suite model or approach and we believe that this will be the right way for Admicom to go forward. In this approach, our Ultima ERP with some selected modules from our Project Management Suite will be primarily meant for the Finnish market and in the smaller customer segment. And our Project Management Suite, which contains all of the best-in-breed separate modules will be now glued together with Bauhub, and this will be our spearhead for organic internationalization. And I will let Petri explain this in more detail. But on the next slide, we have some main details of Bauhub. You have read all of these in the release, so I will not be speaking them here in this call. But for your convenience, some key points have been selected here. And Bauhub's organic growth in Estonia has been impressive. And in the first phase, our plan is to disrupt the Finnish market and our competitors here with this acquisition. As said strategically, this is a big step for us. You have seen this North Star, our goal of becoming EUR 100 million ARR company by 2030, multiple times. And these 5 corners, I think, Bauhub ties back to all of these. Our bold promise is to make our building ecosystem customers 25% more productive than their peers. And our plan to achieve this is by building a comprehensive data platform with AI and Bauhub will be a building block, you could even say a cornerstone for this plan. And with all of this, we will make the customer experience for our clients superior and better than our competitor's is. Obviously, Bauhub's acquisition also marks the first step outside of Finnish borders for Admicom and we will now have our first office and employees outside of Finland. But now handing over to Petri.

Okay. Thank you. So on this slide, I will talk you through the drivers of this -- strategic drivers of this acquisition. On this slide, the topics are quite generic, but I want -- in the background, there's -- I want to give some details. So starting from kind of generic drivers that we see from every acquisition. First one, growth. We are a growth company and we want to stay so. So growth for us, meaning not only growing the market -- sorry, revenues through these kind of acquisitions, but to -- in the first place to expand our total addressable market, so the potential that we can address. In this case, we have calculated fairly conservatively the market potential for Finland and Estonia or the Baltics being at least over EUR 20 million. And then we believe that we can start to serve this market quite fast. Moreover, as you maybe noticed from the Bauhub at a Glance slide that Bauhub with 300 customers have over 32,000 users in its platform, meaning that we are now with -- through Bauhub, we are able to actually reach very widely the construction ecosystem from the beginning of the value chain to the end of it. And this is a very interesting opportunity as it increases our visibility across the stakeholders. We have calculated fairly good synergies for the existing customer base meaning cross-selling opportunities and bundling opportunities to at least 1,000 of our -- currently our 3,000 customers, we see a great fit in this. But hopefully, in the future, we can address also the smaller clients' needs with this product. Obviously, this project management products, which Bauhub is, are typically used by -- in the larger projects. And then as Satu mentioned, we have now accessed new geographies with Bauhub. We believe that this will support also our expansion in Sweden in fairly short term. And moreover, in the future, we can expand to new markets with the unified portfolio that this enables as the Bauhub product as such is designed for fairly universal use case that can be localized fairly easily to international markets. On offerings, we are filling fairly significant gap in our offering in this kind of project, data and information management and also in the collaboration. The construction market is very complex and scattered and each construction projects have many, many stakeholders and many participants. With this kind of unifying collaboration tool, we can fill gaps and offer more -- or better user experience also for our existing products in estimation, scheduling and documentation. Meaning, in practice, that we can bring in the information widely from these products and data and calculations to the Bauhub product and then it can be -- well, it enables actually a real-time visibility then for project stakeholders. And we have at this project planning stages already identified many new innovation possibilities and product bundles, one of them being AI enhancements that we can bring to this type of product that handle a lot of information. And in the future, we believe that we can provide the market unique digital twin, for example, tailored for its stakeholders. On capabilities, which is always something that we look for, we have now gained expertise on new domain. So this high level of project management and documentation and task management layer, and then obviously, we are now learning through this more about the Baltics markets. The technological fit is very good. The existing product management units, products are basically developed with exactly the same technologies than Bauhub is developed on obviously, enhancing our abilities to integrate this and make unified user experience to our customers. On the vision, Satu already mentioned that we see a very good fit, fit with our vision. Obviously, this is a fairly small acquisition in size, but it will definitely contribute to our strategic goals, especially with regards to the international expansion. And we are kind of -- it's a big thing for us to be able to have this first step in internationalization and it starts kind of a transformation for us as well to become an international, truly international company. And finally, as Satu mentioned, on acceleration of strategic initiatives, the most important one that this supports is the strategic initiative of having 2-suite strategy. Then more specifically on Bauhub's product. So these are kind of the main features, not explaining all of them in detail. There are obviously some overlaps, apparent overlaps with the documentation section, for example, with our Vision product, but we have identified that these are actually aligned well with each other. So Vision being more used in site operations to widely collect and document, for example, quality issues on the site, whereas this Bauhub product documentation is more on a project level, project management level, where you are documenting, for example, site meetings and things like that. And one thing that has been requested from us from time to time is to have this kind of easy to use, widely available building model viewer, and this is something that we'll be able to offer with Bauhub to our customers. So as said, Bauhub is acquisition, one of the key strategic elements of it is that it unifies our Project Management Suite under one hub. So starting from the bottom, we have different project phases visualized here that we support. And on these different phases, different type of information and calculations and cooperation is needed. Then we have our existing products, project planning and control products through which you can -- our customers can make quantity analysis or calculations, do project estimates. They can do scheduling, documentation, tracking of assets and then following the financial performance of these projects. And then at the end of this chain will be Bauhub will have its own role as being able to serve as a digital twin, so as a hub for information that is collected throughout the project. And then if we look at the top levels, Bauhub will be the unifying element as such that it brings together different stakeholders over the full life cycle of the construction project. And this, we believe, is a unique solution in the market when we are ready to offer it. And as we announced today, we plan to start the integration at the beginning of next year, aiming for fast launch of Bauhub product as a stand-alone to Finnish market early 2025 and then continuing from that seamlessly to technical integrations of this product portfolio, and finally, to the development of new innovations. Then Satu?

Thank you. So finally, about our financial outlook. As you saw from the release today, we did not change our financial outlook because of the simple fact that the transaction is not completed yet. So we will reassess the situation should the transaction be completed still during this month. Right now, the estimate is that our ARR growth, if the transaction is completed in December, would be very close to the high end of our current ARR growth range of 5% to 10%. There is some cyclicality in Bauhub's ARR due to the project-based pricing mechanism. And that's why we don't know exactly yet whether it will be slightly below or slightly above our current ARR guidance. But if we have a chance, we will probably give a new range by the end of -- for this year, if we close the transaction. If we close the transaction this year, obviously, it will be only a few days before the end of our financial year, which means that the impacts on revenue growth and EBITDA this year will be insignificant. In the midterm, so next year, the revenue growth will obviously be accelerated by this acquisition. However, what we also stated in the release, and I want to highlight here, is that integrating Bauhub with our current portfolio means that we have some additional R&D resource needs. And for that reason, we will be also accelerating the ramping down of the noncore business of external software development services that we have provided since acquisition of Aitio Finland. This change, we estimate a negative impact of EUR 0.5 million next year in our revenue. And Bauhub's current operations are profitable. So we expect our adjusted EBITDA to have a small positive impact from the acquisition next year. I think this concludes our presentation, and now let's go to the Q&A.

I will open the chat here. Atte Riikola from Inderes is asking, is there some overlap between Bauhub's solutions and Admicom's current product portfolio? Petri, I think you touched upon this already, but maybe if you want to still clarify.

Yes. As said, there is a few overlaps mainly with the documentation tool, but as we see it, it's more like a potential rather than being kind of having -- adding for the complexities. And we can then also kind of position whether these products and also direct Bauhub's resources on other things, mainly supporting international expansion to new markets rather than developing new features that we already have within our portfolio.

Atte is also asking, after the integration is done, is your Project Management Suite still missing some key products or features?

Yes, if you ask our product managers, there's always huge gaps there. But let's say so that we have, like I said, a quite unique very comprehensive Project Management Suite after this integration, there are always, like I said, areas where we can, if we like to, expand to. But given that we now have -- after the integration, product that can be taken to the international markets, I think it's more likely that we will pursue those opportunities with this already comprehensive product rather than start filling all the gaps in Finland.

Thanks, Petri. In addition to reallocation of R&D resources, are you planning to increase your investment in international expansion after the acquisition? Maybe I take this question. Our financial planning for next year is not completed yet, we are in progress with that. Our primary goal next year is to assess the allocation of our current resources. And if we make investments, we will do them with a thorough assessment and we will definitely guide them to those areas where we see the most growth opportunities going forward. But we will come back to this topic when we -- the latest when we issue our new financial guidance for 2025. Daniel Lepisto is asking, what are the next key geographies to introduce the PM Suite when the Bauhub is fully integrated? Are you planning to do more bolt-ons? Or are you taking fully organic route after this one? Maybe I can also start here and Petri can then complement. There are already some activities ongoing with Bauhub to expand to other Baltic countries. I think the natural organic route for us is also towards the West, so Sweden, Norway, where we already have some customers with this suite. I would maybe say at this point that when our new CEO joins in January, we will make more -- or let's say, clearer plans of our internationalization, more concrete plans, and we will communicate about them when we are ready. Anything to add, Petri?

Well, maybe that, of course, we are -- the Baltic countries' potential is fairly limited, although there's a lot of white space there. So in a way, of course, we investigate -- or we will want to utilize those opportunities. But I think, to become truly international, to have a significant impact on the growth and revenues going forward, we will be aiming towards larger markets. And like I said -- Satu said, the Nordics, there are some fairly large markets compared to the Finland already, but then going south, the market size gets bigger and bigger.

Now Atte Riikola from Inderes is continuing by you mentioned Sweden as a potential market. How is the competitive landscape there with project management tools? Petri, do you want to take this one?

Yes. Well, there are, of course, tools in every market. But as we see it, that in this respect, most of our competing tools directly against Bauhub are point solutions. Those are serving only this purpose. So what we see is that we will then kind of have a blue ocean with our integrated product in Sweden. So that is what we see it as now that they are no comparative product in Sweden or in many, many other markets to this combination. So that's how we see it more as direct competitors. But yes, and then...

I think the comprehensiveness of our site makes us unique also in those markets. How much is the annual goodwill amortization from this deal? We have not done a proper decision about that yet, but probably EUR 600,000 to EUR 1 million. Now I don't see any new question.

There's additional question from Daniel, which we did not answer.

Oh, sorry.

Are you planning to do more bolt-ons or are you taking fully organic route after this one? Well, I think it's safe to say that the M&A tool will still be in our arsenal going forward, and we will utilize it where possible. But of course, our intention is -- with this acquisition, our intention is to accelerate also the organic growth.

Yes. I think what we haven't discussed very well yet or very much yet is the opportunity to go through this sort of a partnership route with our comprehensive product portfolio in project management. I think one route or way for internationalization is to search for the right partners in different markets and go via the organic route that way. I think this is what many of our competitors are doing.

Now that we will have this comprehensive suite, it means also that kind of a price point for the whole solution is much bigger than for the point solution. So meaning that we are much more attractive to partnerships.

All right. We don't have any more questions in the chat. Our time is also up. So I would like to thank you for joining us today and letting us explain this acquisition to you in more detail. And talk to you in other occasions, and have a nice rest of the week. Thank you.

Thank you.