Notes to the Condensed Interim Financial Statements
Note 1. General Information and basis for preparation
General Information
The condensed interim financial statements of Appear ASA, for the twelve-month period ended 31 December 2025 (with comparable financial statements for the twelve-month period ended 31 December 2024), approved by the board of directors on 11 February 2026 after the end of trading at the Oslo Stock Exchange. Appear ASA (the “Company”) is the parent company in the Appear Group (referred to as “Appear” or “Appear Group”), whose subsidiaries include Appear Ltd (UK), Appear U.S. Inc. (United States), Appear Pte. Ltd. (Singapore) and Appear Sweden AB (Sweden).
Appear ASA is the operating entity of the Appear Group and is a Norwegian company providing high-capacity, sustainable solutions for live-production and broadcast distribution technology to media, entertainment and sports clients. The registered office of Appear ASA is Lilleakerveien 2B in Oslo, Norway. The company was founded on 4 June 2004 and registered on 9 June 2004. In an extraordinary general meeting held on 6 October 2025, the Company was resolved converted from a private limited liability company to a public limited liability company. The conversion to Appear ASA was entered into on 9 October 2025.
Basis for preparation
These condensed interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting” as adopted by the European Union (the "EU") and additional requirements in the Norwegian Securities Trading Act. These condensed interim financial statements do not include all information and disclosures required by IFRS® Accounting Standards ("IFRS") for a complete set of financial statements. Hence, they should be read in conjunction with the annual financial statements for the year ended 31 December 2024.
These condensed interim financial statements are unaudited. The accounting policies applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its financial statements for the year ended 31 December 2024. In the condensed interim financial statements, the fourth quarter is defined as the three-month reporting period from 1 October to 31 December, and the twelve-month reporting period is defined as 1 January to 31 December. All amounts are presented in NOK thousand (TNOK) unless otherwise stated. Because of rounding differences, numbers or percentages may not add up to the sum totals.
Key developments in risks and uncertainties are described in the section “Principle risks and uncertainties”.
Note 2. Significant changes in the current reporting period.
The financial position and the performance of the Group was not particularly affected by any significant events or transactions during the three-month or twelve-month period ended 31 December 2025.
During the twelve-month period ended 31 December 2025, Appear capitalised technological development costs of NOK 66.2 million, where previously internal development costs were expensed as the recognition criteria for capitalising as an intangible asset were not met (refer to note 3).
Note 3. Intangible assets
Appear has in recent years incurred significant research and development costs. Research costs are expensed as incurred, while development costs are expensed unless recognition criteria for capitalising as an intangible asset are met.
During the twelve-month period ended 31 December 2025, Appear recognised intangible assets arising from internal development expenses of new platforms and technological upgrades with demonstrated technical and commercial feasibility.
In the three- and twelve-month periods ended 31 December 2025, technological development expenditure totalling NOK 19.1 and 66.2 million were capitalized respectively. The internal development is ongoing, and amortisation of the intangible assets commences once the development is completed and the asset is ready for its intended use. The expected commercial lifetime of the projects typically ranges from three to five years.
Management applies judgment to conclude whether intangible assets arising from internal development shall be recognised. An intangible asset arising from internal development is recognised from the point when Appear can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use, future economic benefits from use of the intangible assets are probable and Appear has adequate resources to complete the development and to use the asset and the intention to complete and use the asset.
Development expenses incurred prior to meeting the requirements for capitalization and expenses incurred after completing development to maintain the intangible asset are expensed as incurred.
Internal development costs were previously expensed as incurred, and the capitalisation has therefore contributed materially to the improvement in reported earnings for the period.
The intangible asset is presented in the statement of financial position as an Intangible Assets.
Note 4. Financial instruments
Financial assets at fair value through profit or loss.
Appear holds investments in money market funds classified as financial assets at fair value through profit or loss. These instruments are valued based on quoted prices in active markets for the underlying securities. As such, the investments are categorised within Level 2 of the fair value hierarchy. Unrealised gains and losses on money market funds classified at fair value through profit or loss are included in net finance income and finance expenses.
Derivative financial instruments
Appear has historically not hedged against currency exposure, however, in 2025 the Group used forward exchange contracts in four instances to lock the foreign currency rate at receipt of large sales orders. On 31 December 2025 there was no outstanding forward contract (31 December 2024: nil). Accordingly, there were no unrealised fair value gains or losses.
The fair value of the forward exchange contracts is determined using observable forward rates and discounted cash flow techniques. As such, the financial instruments are categorised within Level 2 of the fair value hierarchy. Unrealised gains and losses on financial instruments are recognised in net finance income and finance expenses.
Note 5. Cash and cash equivalents.
Cash and cash equivalents include restricted cash of NOK 14.1 million relating to deposit accounts and withheld employee taxes (31 December 2024 NOK 10.3 million).
Note 6. Seasonality of operations
Appear generates its revenue from the sale of high-capacity solutions for media processing and content delivery (media processing and delivery platforms), including premium live event contribution, remote production and distribution.
The Group recognises the majority of its revenue at a point in time which can fluctuate quarter to quarter due to the timing of revenue recognition and can be impacted by the concentration of larger deals in specific quarters and variations in products delivered.
Appear also provides customers with support and consulting services for the media processing and delivery platform, through service-level agreements that provide the customer with services in the form of technical support services, software upgrades and compatibility updates, revenue from support and consulting services are recognised over an agreed service period. Consequently, management does not consider the business to be “highly seasonal” in accordance with IAS 34.
Note 7. Revenue from contracts with customers
The table below shows the disaggregation of revenue from contracts with customers for the three- and twelve-month periods ended 31 December 2025 and the basis on which revenue is recognised:
| Three months ended 31 December (unaudited) | Twelve months ended 31 December (unaudited) | |||
|---|---|---|---|---|
| NOK thousands | 2025 | 2024 | 2025 | 2024 |
| Revenue by product group | ||||
| Sales of media processing and delivery platforms | 77,192 | 88,301 | 391,297 | 333,779 |
| Additional sales of software and licenses | 71,667 | 31,688 | 300,381 | 182,749 |
| Sales of support and consulting services | 35,756 | 32,861 | 109,265 | 89,080 |
| Total revenue from contracts with customers | 184,615 | 152,850 | 800,943 | 605,608 |
| Revenue by geographical region | ||||
| AM | 91,273 | 101,837 | 399,560 | 336,573 |
| EMEA | 83,780 | 50,445 | 373,406 | 257,102 |
| APAC | 9,562 | 569 | 27,976 | 11,933 |
| Total revenue from contracts with customers | 184,615 | 152,850 | 800,943 | 605,608 |
| Timing of recognition | ||||
| Hardware and software recognised at a point in time | 148,859 | 119,989 | 691,678 | 516,528 |
| Services recognised over an agreed service period | 35,756 | 32,861 | 109,265 | 89,080 |
| Total revenue from contracts with customers | 184,615 | 152,850 | 800,943 | 605,608 |
Note 8. Income tax
Income tax expense is recognised based on management’s estimate of the effective annual income tax rate expected for the full financial year. The effective tax rate used for the twelve-month period ended 31 December 2025 is 24%, compared to 24% for the twelve-month period ended 31 December 2024.
Note 9. Share Capital
Issue of Ordinary Shares
The table below outlines the development in the Company's share capital since 1 January 2025 and showing the impact of the bonus issue on 9 October 2025,
| Date | Type of change | Change in share capital NOK | Par value of shares NOK | Change in number of shares | Total number of shares | Share capital NOK |
|---|---|---|---|---|---|---|
| 01 January 2025 | Opening Balance | No change | 0.10 | 7,943,400 | 7,943,400 | 794,340 |
| 09 October 2025 | Bonus issue | 397,170 | 0.15 | - | 7,943,400 | 1,191,510 |
| 09 October 2025 | Share split (1:5) | No change | 0.03 | 31,773,600 | 39,717,000 | 1,191,510 |
| 06 November 2025 | Share Issue | 45,000 | 0.03 | 1,500,000 | 41,217,000 | 1,236,510 |
On 9 October 2025 the Company’s share capital increased from NOK 794,340 by NOK 397,170 to NOK 1,191,510 by an increase of the shares' nominal value from NOK 0.10 per share to NOK 0.15 per share, transferred from share premium. The Company’s articles of association were amended to reflect the share capital increase.
On 6 November 2025 the company listed on the Euronext Securities Oslo, the Initial Public Offering raised gross proceeds of NOK 99.8 million through the issue of New Shares, equivalent to 1,500,000 New Shares. Nominal new share capital of 1,500,000 New Shares was issued at NOK 0.03 (par value per Share), amounting to NOK 45,000.
Additional Shares
In connection with the Offering, ABG Sundal Collier ASA over-allotted 1,500,000 shares to applicants in the Offering. ABG Sundal Collier ASA borrowed 1,500,000 shares from the Company, held as treasury shares, and ABG Sundal Collier ASA were granted an option to acquire the shares from the Company at a price per share of NOK 66.50 per share. The option was exercised in full on 15 November 2025, generating gross proceeds of NOK 99.8 million through the sale of treasury shares.
Note 10. Events occurring after the reporting period
Other subsequent events
The Board of Directors is not aware of any other events that occurred after the reporting date, or any new information regarding existing matters, that can have a material effect on the 2025 financial report for the company.