CodeLab Capital AS (OSL:CODE)
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Earnings Call: Q1 2023

May 25, 2023

Kristian Ikast
CEO, CodeLab Capital

Hi, welcome to CodeLab Capital's first quarter presentation. This is the first presentation we have in our new brand, CodeLab Capital, but also in our new company. A new company, but same old faces. We have today presenting Christoffer Mathiesen, CFO in CodeLab Capital. He's been on the journey also in PatientSky since 2021. Myself, I'm Kristian Ikast, CEO of CodeLab Capital, also been part of the journey since 2021. Today, we have prepared an agenda where we'll go through first a business update. This business update will also be explanation of what happened, the transition we've been through, also telling about what are we gonna do for the future with CodeLab Capital, the company, and giving a bit more insight to some of the things that will happen going forward.

We'll have a financial update from Kristoffer, then Q&A session, and ending up with closing remark and outlook. First of all, we changed name from PatientSky Group to CodeLab Capital. 2 reasons for that. One reason is we sold off the brand, PatientSky, when we did the divestment earlier this year, also communicated. We think also CodeLab Capital is much more saying for what we do in the future in this company. We have a new homepage at www.codelabcapital.com. We have a new ticker, which is CODE, C-O-D-E. I'll give a bit more explanation on what that actually has happened and what it actually means. Well, before we were a group structure. We've been using the last couple of years changing PatientSky from being a 1 company doing everything to actually working in focused business units with own responsibilities.

If I take it a bit from the right, we have the PatientSky SaaS Norway, which consists of all the companies we have here in Norway, in the ESR business, and all the brands. We have the PatientSky App, which is the patient-facing app we have had also here in Norway and communicated about earlier. The last one is a new name for everybody. It's Uniscale. This is what we previously has referred to as the PMP or international platform, but it's actually also a completely new company starting up with a focus of bridging the gap between businesses and tech stakeholders. Big difference here, we go from well-focused on the ESR market, focused on partners, patients, and professionals, to actually focusing on international market and a much more B2B focus.

As we have communicated, just more put in a one-pager, we have sold off the PatientSky SaaS Norway company, including all the sub-companies and the PatientSky App to EG. What we have left here is now a holding company, CodeLab Capital, which are investing into one company, Uniscale, with bridging the gap between business and tech stakeholders. We will also, in the future, potentially do other investments. It's actually an investment company we're doing, but a holding structure. What does that mean? Well, that means, as a glance, we are going forward two different companies. We have the CodeLab Capital, which is the holding company, which is the mother. We are investing in tech companies. We are supporting the companies with strategy, capital, and network. We currently only have one investment, which is Uniscale, where we have our focus.

Our focus is establishing the new structure and, of course, also supporting Uniscale. Uniscale, the first investment, is a venture company, is in a pre-commercial, pre-revenue phase. It's a collaboration tool for software development. It's bridging the understanding between commercial teams and development teams. Let me just take 1 step back again. What is it actually we want to do with CodeLab Capital? What do you want to do in CodeLab Capital? We want at CodeLab Capital, our mission is to support tech companies with strategy, with capital and network to achieve the sustainable growth and positive global impact. The reason why we are choosing this direction and why we believe, and that's the right journey for us, is both we are a group of people with competencies from this, but also maybe more important, we have actually done it before.

Let me just explain a bit more on that. We had come from a challenge, a history of challenging status quo. PatientSky was a funded company, started a startup back in 2014 with the PatientSky Clinic. We have done a numbers of acquisition over time. We have done a PMI, merged this company in together, even also done the journey from taking from prem to cloud journey. All of these companies is now integrated in under one company, the PatientSky SaaS Norway. Of course, we have the app on that as well. Now we have divested all of this company here, first half of 2023. Meaning now we are in Uniscale, we are in R&D, going to the go-to-market phase here in 2023. This is actually a journey we've done before.

We have also done investments. We have supported company of taking the next step. Why have we done the divestment? Many reasons, we say, but just to take a highlight, if we look on the left side here, our company was actually consisting of 11 companies. We have in the SaaS business alone, we have PatientSky SaaS Norway, we had InfoDoc, Hove Medical Systems, Programforlaget, PatientSky Hosting, and Akino, covering the brands of PatientSky Clinic, InfoDoc Scenario, Infodoc Sky, System X, and Hove Total, and you could even say Promed with there, even though we done end of life on that. Obviously, even though we communicated for the last years that our focus has been on going international journey, we had a lot of focus on Norwegian business as well, being a big part of our chunk.

We had this schizophrenia between having two focus, going international, and always having a focus on a really, really important market, a really, really important leg in our business. We had the app also focusing on the Norwegian part, also catering for a lot of people every month, as we communicated in the last many presentations, so we can also not lose focus here. We have earlier communicated that we closed down Finland to have a stronger focus on that part. Now we are left back with the three companies in the middle. The change actually now is that we've gone over to be a one company, CodeLab Capital, doing an investment into the Uniscale, which has a daughter company in Uniscale Denmark. A much, much, much simpler setup.

We said here it's around 110 people that we are selling off in the Norwegian business. That goes operating the business. They have always worked in the Norwegian business, really following that over. That means we are left with a much less complex setup, as you can also see here, we are focusing on the CodeLab Capital. It's a very small handful of people working on that part, then Uniscale, the investment, is where we have the people in. As we're worth noting here, is that we take actually consultant resource and bring in-house now to really have people in the same company, really making sure we build the IP together in the company. We'll then scale the journey as we see the potential grow over the time.

That's also why you see there's a lot of new hires in this one that will come in, and we put a range between 10 and 20, but that's actually people we will hire in to support the commercial and the technical journey going forward. What now? Well, CodeLab Capital, we will operate as a holding company and investment vehicle. For the short to mid-term perspective, we'll have one investment, which is Uniscale. We will have a high focus on proving the inherent potential in the Uniscale solution. CodeLab Capital have only key functions. All functions will actually reside in the companies.

That's also the way we wanna operate going forward, having a small number of people there and actually have people operating the company with the focus of building all the companies, or for now, the one company we're in. On the right side, you can see what we actually are doing here. We have a cash position around NOK 120 million. Christoffer will come into much more details later on. We, as CodeLab Capital, will do a share issue of NOK 100 million into the Uniscale. That's actually funding the journey we see ahead of us. Let me be clear right now, we wanna use extra funding when we really go to market, and we start accelerating. That's part of our plan.

We have a very safe plan to carry through here, that we can actually take the steps that we see deemed to do this the right way and actually have success with it. We also want to go out and do further investments into the company and scale it up when we see the potential is there. You can also see on the top-right side, there's a gray box. We will do compare the potential market activities, future investments, get dividend or other cash events in the future. To sum up, on a one pager, or at least trying to, we have divided into two steps. We think it's very important that we keep focus right now. The first step is to do a capital injection in Uniscale, making Uniscale a standalone operational company.

First phase for CodeLab Capital is to invest and have full focus supporting this journey. We have a fully financed business plan, as I said, but we have opportunities to inject more capital for future scalability and actually use the potential. This is something we ongoing will evaluate and make sure we can come in when time is right. Second step is the bit more longer vision of CodeLab Capital. We want to build and invest in next generation technology. At CodeLab, our mission is to support tech companies with strategy, capital, and network to achieve sustainable growth and positive global impact. That will always be our mission, even though now we have a really high focus on one company and making sure we get that out and living. I'd like to give just a little insight into Uniscale.

I'll not give a lot of insight into the product and all the technicalities of the product right now. We'll not do that due to business sensitivity. We'll not do that because we think it's extremely important when we come out and present the product, we present the full product what it is. As we always know, when you go to market, there are certain choices you do in the end, and we don't wanna mislead the market. For us, it's extremely important that we come out with what we are doing, when we have the right information ready, we have the right packaging, we have the right marketing to support it. We come with a full message to the market, but also to the customers. Overall, the vision of Uniscale is bridging the gap between business and tech stakeholders.

Bit more details into what that actually mean. Well, Uniscale is a collaboration tool for software development. It's based on components and modularity to reduce the risk of complexity and logins. Uniscale is suitable for software companies. It bridging the understanding between the commercial and the development. This one is very important. We are industry agnostic. We actually are not focusing on the health industry only. We'll of course use our experience from working in the health industry and building in a very complex industry, but for now, we are actually working across industries, across companies, across countries. It's with an international focus. Our long-term vision is actually to be an exchange of functionalities, so we can actually use functionality across companies, but also across industries. That's actually what we're aiming for long term.

We really are working across, and I think that's important to understand that's a shift in the whole company. It's still under development. Our first step is to enable the scalability of the organization and the growth, and if make sure we decrease the time to market. We are, of course, out doing a lot of market soundings. We get a lot of positive feedback, and we're very clear on that we are solving a true pain point out there. We also are very clear on that there are some really good opportunities for us that we need to choose between, and that's the choices we are making as we speak.

We'll come back on a lot more details on Uniscale when we have, we're ready for it, and then we'll present everything in a much more detailed way. For now, I will actually hand it over to you, Christoffer, for going through the financials.

Christoffer Mathiesen
CFO, CodeLab Capital

Thank you, Kristian. I'll now walk you through the financial section of the presentation. Obviously, this section will contain quite different information than we have given historically, which were a lot of focus on the Norwegian business and the KPIs therein, which are no longer relevant for this company. We'll rather focus on the transaction we've been through, the cash position, and the cost base as such. Starting with the transaction. Early March, we announced, late April, we closed the deal with EG, which acquired PatientSky SaaS Norway AS and PatientSky App AS for a total of NOK 850 million in enterprise value. In addition to that, there is a conditional potential payment of up to NOK 50 million at a later stage.

Total gross cash received in the transaction was just over NOK 900 million, as they also got some cash with them when they took over the two companies. As part of the deal, we entered into a TSA, where finance and infrastructure slash hosting will help facilitate for a smooth handover for the next four to eight months. Lastly, worth mentioning, we, as in CodeLab, and the seller group needs to stop using the PatientSky brand and domain. First step on the way was to change the name, which is now in effect, i.e., we are now named CodeLab Capital AS. What has happened after the transaction date? First of all, we have paid out a large extraordinary dividend.

For us, it was very important to try to find the balance between retaining enough liquidity for the remaining business, at the same time, paying back as much as possible to investors, for them to be able to decide themselves if they want to take part in the next part of this journey. After that, and also repaying all the outstanding bonds, we have a debt-free balance sheet, i.e., we have lowered the risk in the capital structure, which is much more suitable for a company, which CodeLab Capital is now, which is more of a venture kind of phase. As Kristian has mentioned a couple of times, we have retained enough cash, so we're fully funded on the business plan we have.

We have a much leaner and more simple cost structure. We will scale with what we expect will be the successful commercial momentum going forward. As I also mentioned a couple of times previously today, it's industry agnostic, and it's an international product. We're not limited to the Norwegian business. What have we spent our money on? If we look at the use of proceeds, we got in NOK 909 million. We paid down NOK 225 million in bond loans, including NOK 90 million in additional fees due to early redemption of the bonds. In addition to that, we paid out a large dividend of NOK 2.50 per share, amounting to close to NOK 500 million to the shareholders.

The smaller steps here is one, we settled a negative cash balance with Danske Bank due to the cash pool arrangement we had, around NOK 30 million at closing. We also expect, subject to confirmation, that we'll end up with transaction costs around NOK 20 million, which constitutes of both fees to advisors, but also bonuses to employees in both seller and the target companies, employees that were instrumental to getting the deal done. We're left with around NOK 120 million after paying all of this, so this is pro forma, but before, we've got a potential additional payment, which is up to NOK 50 million. This is also before we are covering now the operational costs. It's now gone a bit over one month since we actually closed the deal. Looking at the cost base.

On the left-hand side, you can see the reported sum of cash OpEx and cash salaries of around NOK 58 million on a consolidated basis, which includes the divested companies. We sold off all our revenues, but also the majority of the costs. We sold off NOK 36 million of the costs as per the first quarter, and are left with around NOK 22 million on a pro forma basis. More importantly, is that we have previously announced to the market that we have done cost-cutting initiatives across the company. That also includes the business that we have retained.

If you compare December to April cost base, you see that it's gone from NOK 8.2 million to NOK 7.5 million, and we haven't had any tailwind when it comes to the currency rates, 'cause now the majority of our costs are located in Denmark, and the exchange rate has not been to our favor. Like for like currency-wise, the April costs are NOK 7 million. That implies the April cost implies that we have a cost coverage on a consolidated basis of 16 months. In that period, we believe we will get revenues. We will believe that we will get some of that additional payment, and we also know that the cost base will go further down before we scale up again. We won't scale up again unless we see that we get the commercial momentum.

The 16 months is a minimum with the current business plan. Around two-thirds to three-four quarters of the cost base are related to the Uniscale operations. Rest is CodeLab in the holding company. We expect that Uniscale will take a larger share of the total cost going forward, but both Uniscale and CodeLab will reduce the cost in the very short term. Giving a bit more detail around the share issue that Kristian mentioned. Both board of directors in both Uniscale and CodeLab have approved a share issue of NOK 100 million from CodeLab into Uniscale. CodeLab will subscribe for 100% of that share issue. It will be done in 2 tranches at the same valuation.

First capital injection is NOK 85 million, then a deferred injection, or delayed injection on later on of NOK 15 million. The implied enterprise value in the share issue is NOK 600 million for Uniscale. This share issue will ensure that Uniscale is fully funded. If we look at additional funding considerations, we have said now several times that we have enough liquidity to get through the trough and get into positive cash flow territory. We won't say that we won't need any more capital. We might even want more capital. It could either be done through CodeLab or Uniscale, but then it should be back on positive momentum, and that we want to increase speed and go-to-market activities. In that case, we will consider different structures and different investor types.

Summarizing this from a financial standpoint, yes, we are pre-revenue venture phase, but we have a product, we have the organization, and we have capital. I strongly believe that we have set the foundation for another success. There aren't that many venture companies that can say the same. We have the building blocks to succeed, now we need to execute. The cost base will be taken further down before we scale up again with the correct setup. We will have full focus on succeeding with the commercial launch of Uniscale, both in Uniscale, but also from CodeLab, helping, supporting the one investment we have.

That also means, unfortunately, in the short term, that we will take down the reporting frequency for the next 6-12 months, obviously still complying with all the requirements, but in order to get time to really focus on executing and creating value for the shareholders. That was everything for me. Sorry. Kristian, now we get to the Q&A.

Kristian Ikast
CEO, CodeLab Capital

Yeah.

Christoffer Mathiesen
CFO, CodeLab Capital

Okay, I think the first question is for you, Kristian. Can you elaborate on the timetable for the potential NOK 50 million option? Can you say anything of how confident you are in getting this paid?

Kristian Ikast
CEO, CodeLab Capital

No, I cannot say anything on the timing this. This is obviously confidential in the agreement, but we are quite confident in that we get at least some of it in that is a lot part in our hands. I'm very confident that we get some of it, at least. I think that's all I can say for now, with the confidentiality we have in the agreement we done.

Christoffer Mathiesen
CFO, CodeLab Capital

Right. Yeah. Okay, question number 2: Can you explain the pricing set for Uniscale? I can give some more background on it, of course. We have done the valuation with ordinary valuation methodology, laying out a price in that range, and obviously, this is on enterprise value, so the capital structure will also impact the equity value of Uniscale, but we'll not go into details on that right now. Okay, that's all the 2 questions we have for today.

Kristian Ikast
CEO, CodeLab Capital

That's the two question?

Christoffer Mathiesen
CFO, CodeLab Capital

Yes.

Kristian Ikast
CEO, CodeLab Capital

Okay. Thanks for the two questions. Appreciate it. Let's round it up, just to conclude on what we've been through today. Well, we started 2023 with a landmark transaction. That was something we have communicated earlier, I think for two years now, that we potentially would do. It's, of course, also required a lot of resources from the organization, and for our partners. We're very happy with that we ended with a good transaction, with a also a good buyer, which has been important for us. Now we are changing our focus from ESR solutions in Norway to have international B2B focus. We have a solid focus on setting the new structure, but at the same time handing over on region SaaS and App business to the new buyers.

I think it's important just to put a little comment on the 60 months, so they don't stand alone, for now, Christoffer says, this is the worst case. This is if we just invested all the money, full speed, also with the new hires in. I think for good communicated, we have to go through the toughest. Christoffer also said, we will scale the organization according to what we get in and also what we see, sustainable. I think that number we could put aside is more just from a financial number, I guess, to present that really a worst-case scenario. We are working with a plan that are longer founded, just so that's set clearly.

Uniscale have full focus and can have focus, that's also why it's important to say, to actually setting the product and getting the product to the market as soon as possible. Also right now, focusing a lot of getting a lot of feedback from external parties to really make sure we get out the right way, with the right communication, with the right tool, so we land in the right position. The next presentation for second quarter will be published in end of August 2023. With that, I would actually like to thank you all for listening in on the first presentation as CodeLab Capital, the first step on a new journey, which we are super excited about and really look forward to having that sole focus, which we've been looking for.

Also look forward to having you on the journey, and I really appreciate the support we get from investors as well. Thank you very much, and have a very nice day!

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