codelabcapital.com
SECOND HALF REPORT 2025
CodeLab Capital AS
About CodeLab Capital
An investment company supporting companies with strategy, capital and network
Combines M&A activity with operational improvements
Targets profitable growth by supporting strong companies
Focuses on companies with limited risk and low capital intensity within SaaS, service and reseller business models
Conservative capital structure
Listed on Euronext Growth
Second half highlights
Acquisition of 100% of Kuba Norge closed 1 July
Announcement and closing of the acquisition of 50.1% of Cloudya in 4Q25
All-time high sales numbers in Kuba reached in September
4Q ARR of NOK 34 million and NOK 20 million signed not delivered by year end
In advanced talks with possible acquisition / investment targets
CodeLab had cash of NOK 14 million at end of December
Introduction and M&A
Second half of 2025 is the first period where CodeLab Capital ("CODE") can report without impact from the legacy business. 2025 has been a challenging, but great year. The start of the year was highly focused on restructuring and implementing the new strategy, while the second half was all about execution.
Financially, the last six months are impacted by the two acquisitions CODE made. Kuba Norge closed 1 July and is consolidated with six months. Cloudya closed 1 November and is consolidated on a 100% basis for two months.
CODE has 4 FTEs by year-end and acts as a holding company where the resources are actively engaged in the other group companies.
Kuba Norge is a leading Norwegian company within HSE and OHS towards SMEs, and is owned 100% by CODE. Kuba has over 90% recurring license revenues. Kuba was acquired for a total consideration of NOK 20m, with 1/3 of the purchase price being cash, 1/3 being shares, and 1/3 being deferred payment due in 2028.
Cloudya is a fast-growing reseller of AWS cloud services and is owned 50.1% by CODE. Monthly revenues are based on actual consumption by its customers. CODE's share was purchased for NOK 5 million. CODE secured a right to increase its ownership by injecting more capital at the same initial price as in the transaction. There is also a deferred payment based on the fair market value 2-4 years from now. Cloudya posted positive cash EBITDA in 2H2025.
CODE is in active dialogue with both add-on candidates to existing group companies and new platform investments. Although CODE can act very quickly in such situations, all transactions are subject to a careful and diligent process.
Financial review second half
Consolidated revenues for the second half were NOK 12.4 million. The revenues stem from six months of Kuba and two months of Cloudya and are largely recurring.
On a pro forma basis for 4Q25 the revenues were NOK 9.0 million, up from 2.8 million in 4Q24 (combined revenue for all group companies regardless of CODE ownership and consolidation). Combined pro forma growth of 217%.
On a pro forma basis, annualized recurring revenues in 4Q25 amounted to NOK 34 million, with an additional NOK 20 million signed but not delivered by year-end, providing good visibility into 2026.
Costs of goods sold amounted to NOK 5.1 million, driven by AWS reseller costs and certain third-party goods and services in Kuba. The gross profit was NOK 7.3 million, i.e. a gross margin of 59%. Full effect of Cloudya and expected higher share of revenue contribution would dilute the margins.
Consolidated personnel expenses ended at NOK
7.6 million. CODE has built a scalable team, with no immediate plans to increase headcount. The majority of the personnel expenses are related to the Kuba business (NOK 4.6m).
Other opex came in at NOK 5.3 million, of which NOK 2 million from commercial activities.
The period contains some extraordinary cost items amounting to net NOK 1.1 million. NOK 0.8 million related to the M&A processes, and the rest to non-cash cost items and periodization differences.
No costs were capitalized in the period. EBITDA was NOK -5.5 million while underlying EBITDA was NOK -4.4 million.
EBITDA pre investment inn growth activities was NOK -2.4 million.
Balance sheet and cash flow items
The balance sheet is largely affected by the incorporation of Kuba and Cloudya. Both companies had low equity at the time of acquisition which means that there is substantial goodwill related to the two acquisitions.
The business models of both companies also add new accounts to the balance sheet related to deferred and accrued items. In addition, the deferred payments from CodeLab to the sellers are included in the balance sheet.
The cash position was NOK 14 million end of year, implying a runway well into 2027 on current business plans where the companies continue to invest in growth.
Kuba had NOK 4.6 million in interest-bearing debt by year-end.
The deferred contingent payments are valued at NOK 10.9 million at year-end.
Total consolidated equity was NOK 28.2 million at the end of December.
The acquisition of Cloudya was done with 100% shares in CODE which increased the equity.
The net cash flow in the period was NOK -9.0 million. Operational cash flow came in at NOK -
5.0 million, while NOK -4.8 million were paid to acquire shares. NOK 1.7 million was spent on repaying loans. The two acquisitions also had a combined cash at acquisition of NOK 3.4 million.
Operational and other matters
CodeLab Capital enters the first half of 2026 with a scalable setup and two subsidiaries that are developing according to plan. The organic growth outlook for both subsidiaries is very promising. In parallel, CODE is pursuing add-on acquisitions to strengthen the current companies and increase scale and profitability.
On a pro forma basis, the cost base has evolved, with a higher relative share allocated to commercial activities. In addition, CODE has strengthened its team to support subsidiaries with high-quality infrastructure capital.
CODE is in ongoing dialogue with potential acquisition targets, with some discussions more advanced than others. CODE hopes to announce 1-3 new acquisitions over the coming months, which would accelerate the group's value creation potential.
Outlook
We are really looking forward to 2026 with a focus on continued growth and scalability in the group companies.
The ARR visibility of NOK 55 million by year-end gives a strong foundation. Together with inorganic short-term opportunities, CODE could add a substantial uptick on this while improving scalability and profitability.
New M&A activity may require capital markets initiatives to secure fully funded deals.
CODE will increase its investor relations efforts going forward and revert to quarterly presentations.
Consolidated statement of profit & loss
CODELAB CAPITAL ASIn Norwegian Kroner | H2 2025 | H2 2024 | |
Revenue | 12 263 867 | 158 203 | |
Other operating income | 165 191 | 22 030 | |
Operating income | 12 429 058 | 180 233 | |
Cost of good sold | -5 105 113 | -728 763 | |
Gross profit | 7 323 945 | -548 530 | |
Payroll expenses | -7 598 504 | -13 478 448 | |
Gain / loss on disposal of subsidiaries | 0 | -15 985 589 | |
Other operating expenses | -5 339 476 | -8 571 783 | |
EBITDA | -5 614 034 | -38 584 350 | |
Depreciation, amortisation and impairment | -3 635 830 | -69 725 744 | |
EBIT | -9 249 865 | -108 310 094 | |
Interest income | 64 123 | 416 052 | |
Other financial income | 1 479 | 2 745 566 | |
Interest expenses | -503 216 | -5 832 | |
Other Financial expenses | 122 341 | -1 743 728 | |
Net financial income and expenses | -315 272 | 1 412 058 | |
Operating result before tax | -9 565 137 | -106 898 036 | |
Minority share | -8 100 | 0 | |
Majority share | -9 557 037 | -106 898 036 |
Consolidated statement of financial position
CODELAB CAPITAL ASIn Norwegian Kroner | 2025FY | 2024FY | |
Intangible assets Research and development | 1 916 458 | 0 | |
Brand & customer relations | 3 891 636 | 0 | |
Deferred tax asset | 0 | 0 | |
Goodwill | 33 711 858 | 0 | |
Total intangible assets | 39 519 951 | 0 | |
Tangible assets Property, plant & equipment | 8 201 | 11 385 | |
Total tangible assets | 8 201 | 11 385 | |
Non current financial assets Long term receivables | 0 | 124 091 | |
Total financial fixed assets | 0 | 124 091 | |
Total fixed assets | 39 528 153 | 135 476 | |
Current assets Trade receivables | 2 243 856 | 31 596 | |
Accrued revenue | 1 630 904 | 0 | |
Other receivables | 69 613 | 135 242 | |
Prepaid expenses | 163 056 | 0 | |
Cash and bank deposits | 13 969 117 | 20 336 247 | |
Total current assets | 18 076 545 | 20 503 085 | |
TOTAL ASSETS | 57 604 698 | 20 638 561 |
Consolidated statement of financial position
CODELAB CAPITAL ASIn Norwegian Kroner Equity | 2025FY | 2024FY | |
Share capital | 35 698 975 | 46 949 019 | |
Other equity | -6 807 398 | -29 042 875 | |
Minority | -653 615 | 0 | |
Total equity | 28 237 962 | 17 906 144 | |
Provisions Deferred tax | 1 128 118 | 0 | |
Total provisions | 1 128 118 | 0 | |
Other long-term liabilities Liabilities to financial institutions | 3 350 178 | 0 | |
Liabilities to other companies | 1 242 521 | 0 | |
Deferred contingent payments | 10 947 263 | 0 | |
Total long-term liabilities | 15 539 962 | 0 | |
Current liabilities Trade payables | 3 230 851 | 1 538 934 | |
Public duties payable | 2 278 094 | 104 123 | |
Other accrued expenses | 1 747 052 | 1 089 361 | |
Deferred revenue | 5 442 659 | 0 | |
Total current liabilities | 12 698 656 | 2 732 417 | |
TOTAL EQUITY AND LIABILITIES | 57 604 698 | 20 638 561 |
Consolidated statement of cash flow
CODELAB CAPITAL ASIn Norwegian Kroner | H2 2025 | H2 2024 | |
Cash flows from operating activities | |||
Profit/loss before tax | -9 565 137 | -106 898 036 | |
Gain on disposed operations | 0 | 15 985 589 | |
Share based remuneration | 0 | -62 219 | |
Net financial items (P&L) | 315 272 | -1 412 058 | |
Depreciation and amortisation | 3 635 830 | 10 966 754 | |
Impairment losses | 0 | 58 758 990 | |
Change in accounts receivable | -2 243 856 | 276 721 | |
Change in accounts payable | 3 088 099 | 988 468 | |
Change in other working capital items | 7 915 543 | -855 610 | |
Working capital adjustment ownership period | -8 137 449 | 0 | |
Other non-cash items from disposed entities | 0 | 184 221 | |
Items classified as investing/financing activities | 0 | -3 500 000 | |
Net cash flows from operating activities | -4 991 698 | -25 567 178 | |
Cash flow from investment activities | |||
Purchase of PPE and intangible assets | 0 | -3 302 945 | |
Net proceeds from derecognition of disposed | 0 | -1 040 789 | |
Payments to buy shares | -4 766 667 | 0 | |
Net cash from acquisitions | 3 378 251 | 0 | |
Net cash flows from investment activities | -1 388 416 | -4 343 734 | |
Cash flows from financing acitvites | |||
Proceeds from issue of shares | 0 | 40 000 000 | |
Payments of transaction costs equity transactions | -627 000 | -6 517 482 | |
Net financial items (cash) | -274 096 | 390 129 | |
Net change in long-term debts | -1 677 104 | 0 | |
Net cash flows from financing activities | -2 578 200 | 33 872 647 | |
Net change in cash and cash equivalents | -8 958 313 | 3 961 736 | |
Translation differences on cash flows | 0 | 762 183 | |
BoP Cash and bank deposits | 22 927 430 | 15 612 328 | |
Cash and bank deposits per 30/06 | 13 969 117 | 20 336 247 |
Basis of preparation
The consolidated financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway
(NGAAP). The consolidated financial statements are presented in NOK. The parent entity's
functional currency is NOK.
Use of EstimatesThe preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts in the profit and loss statement, the measurement of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet date. Underlying results can differ from these estimates. Key judgemental items include the useful life of R&D, capitalized costs, deferred payments and deferred tax assets.
ConsolidationThe Group's consolidated financial statements comprise Codelab Capital AS and companies in which Codelab Capital AS has a controlling interest. A controlling interest is normally obtained when the Group owns more than 50% of the shares in the company and can exercise control over the company. Codelab Capital AS has three subsidiaries as of end of 2H 2025, Uniscale AS (100%), Kuba Norge AS (100%) and Cloudya AS (50.06%). The consolidated financial statements have been prepared in accordance with the same accounting principles for both parent and subsidiaries. When preparing the consolidated financial statements, intra-group transactions and balances, along with gains and losses on transactions between group entities have been eliminated. Subsidiaries are fully consolidated from the date on which control is obtained and consolidated until such control ceases.
Foreign currencyForeign currency transactions are recorded at the exchange rate on the transaction date. Monetary items are translated to the year-end exchange rates. Changes in the carrying amount of such assets due to exchange rate movements between the transaction date and the balance sheet date are recognized as a foreign currency gain or loss classified as a financial item in the consolidated statement of profit or loss.
Revenue RecognitionServices are recognized as revenue as the service is delivered to the customer over the period of the customer contract. Revenue from subscription services and longer term contracts (over twelve months) is recognized evenly on a monthly basis in accordance with the customer agreement.
Classification and valuation of current assetsCurrent assets consist of items that fall due for payment within one year of the balance sheet date. Initial recognition of receivables from customers and other short-term receivables is at transaction value after deducting a provision for expected losses. The provision for losses is made on the basis of an individual assessment of the respective receivables. In addition, when deemed necessary by management, an unspecified provision is made to cover expected losses on claims in respect of customer receivables. Accounts receivable are subsequently measured at amortized cost.
LeasesLeases for office space and other items are recognized as operating leases, and lease expense is recognized as the contractual amount incurred. The Group does not have any financial leases.
Research and developmentDevelopment expenses are capitalized to the extent that one can identify a future economic benefit related to the development of an identifiable intangible asset and where the acquisition cost can be measured reliably. Development related activities that do not meet these criteria are expensed as incurred. Capitalized development expenses are depreciated on a straight-line basis over its economic lifetime. Continuous impairment tests are conducted across all our R&D related activities and capitalized values, to assure that the value-in-use is intact.
Property, plant and equipmentProperty, plant and equipment (PP&E) consists of tangible assets intended for long-term ownership and use. PP&E assets are valued at acquisition cost less depreciation and write-downs. Plant and equipment is capitalized and depreciated over the economic lifetime of the asset. Direct maintenance of plant and equipment is expensed on an ongoing basis under operating costs, while additions or improvements are added to the asset's cost price and depreciated in line with the asset. Plant and equipment is written down to the recoverable amount in the event of a fall in value that is not expected to be temporary. The recoverable amount is the higher of the net sales value and the value-in-use. Value-in-use is the present value of future cash flows related to the asset. The write-down is reversed when the basis for the write-down is no longer present.
TaxThe tax charge in the profit and loss account consists of taxes payable for the period and the change in deferred tax. Deferred tax is calculated at the tax rate at 22% on the basis of tax-reducing and tax-increasing temporary differences that exist between accounting and tax values, and the tax loss carried forward at the end of the accounting year. Tax-increasing and tax-reducing temporary differences that reverse or may reverse in the same period are offset and entered net. The net deferred tax asset / liability is recognized in the balance sheet to the extent that it is likely that it can be utilized.
Statement of cash flowsThe cash flow statement has been prepared using the indirect method. Cash and cash equivalents consist of cash and bank deposits.