XOSL:PHO ESEF Annual Report
PHOTOCURE ASA (XOSL:PHO)
31
Financial Statements
Photocure ASA
STATEMENT OF PROFIT AND LOSS AND COMPREHENSIVE INCOME
STATEMENT OF FINANCIAL POSITION as of 31 December
STATEMENT OF CASH FLOWS
STATEMENT OF CHANGES IN EQUITY
32
Annual Report Photocure – Results 2025
STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
|
Parent |
Group |
||||
|
2025 |
2024 |
Amounts in NOK 1 000 |
Notes |
2025 |
2024 |
|
324 057 |
300 033 |
Revenues from contract with customers |
1, 2, 3 |
|
|
|
- |
33 713 |
Signing fees and milestone revenues |
1, 2, 3 |
|
|
|
324 057 |
333 746 |
Total revenues |
|
|
|
|
-40 169 |
-29 297 |
Cost of goods sold |
4 |
- |
- |
|
283 887 |
304 449 |
Gross profit |
|
|
|
|
582 |
531 |
Other income |
|
|
|
|
-16 448 |
-16 223 |
Indirect manufacturing expenses |
5 |
- |
- |
|
-402 |
-3 631 |
Research and development expenses |
5 |
- |
- |
|
-210 216 |
-203 671 |
Marketing and sales expenses |
5 |
- |
- |
|
-85 583 |
-74 475 |
Other operating expenses |
5, 6, 7, 8 |
- |
- |
|
-312 067 |
-297 469 |
Total other income and expenses |
- |
- |
|
|
-28 180 |
6 980 |
Operating profit/loss(-) |
- |
|
|
|
17 184 |
67 159 |
Financial income |
9, 10 |
|
|
|
-81 688 |
-38 846 |
Financial expenses |
9, 10 |
- |
- |
|
-64 503 |
28 313 |
Net financial profit/loss(-) |
- |
- |
|
|
-92 683 |
35 294 |
Profit/loss(-) before tax |
- |
|
|
|
16 672 |
-10 406 |
Income tax |
11 |
|
- |
|
-76 011 |
24 888 |
Net profit/loss(-) |
- |
- |
|
|
Currency translation |
- |
|
|||
|
Total other comprehensive income items |
|||||
|
that may be reclassified to profit & loss |
- |
|
|||
|
Comprehensive income |
- |
|
|||
|
Earnings per share (Amounts in NOK): |
12 |
||||
|
Basic |
- |
- |
|||
|
Diluted |
- |
- |
33
STATEMENT OF FINANCIAL POS ITION as of 31 December – ASSETS
|
Parent |
Group |
||||
|
2025 |
2024 |
Amounts in NOK 1 000 |
Notes |
2025 |
2024 |
|
ASSETS |
|||||
|
79 193 |
95 865 |
Customer relations |
13 |
|
|
|
144 000 |
144 000 |
Goodwill |
13 |
|
|
|
21 225 |
10 158 |
Property, plant, equipment, intangibles and other assets |
14 |
|
|
|
345 314 |
393 841 |
Loan to group company |
10, 11 |
|
|
|
30 274 |
26 626 |
Shares in subsidiaries |
15 |
|
|
|
55 874 |
39 070 |
Deferred tax asset |
11 |
|
|
|
675 879 |
709 560 |
Total non-current assets |
|
|
|
|
41 362 |
36 494 |
Inventories |
16 |
|
|
|
74 188 |
56 182 |
Accounts receivable |
17, 19 |
|
|
|
11 851 |
11 767 |
Other receivables |
17, 19 |
|
|
|
211 475 |
259 400 |
Cash and short term deposits |
18, 20 |
|
|
|
338 876 |
363 843 |
Total current assets |
|
|
|
|
1 014 756 |
1 073 403 |
Total assets |
|
|
34
Annual Report Photocure – Results 2025
STATEMENT OF FINANCIAL POSITION as of 31 December – EQUITY AND LIABILITIES
|
Parent |
Group |
||||
|
2025 |
2024 |
Amounts in NOK 1 000 |
Notes |
2025 |
2024 |
|
EQUITY AND LIABILITIES |
|||||
|
13 560 |
13 560 |
Share capital |
21 |
|
|
|
496 081 |
477 542 |
Other paid-in capital |
|
|
|
|
236 607 |
342 051 |
Retained earnings |
- |
|
|
|
746 248 |
833 152 |
Total equity |
|
|
|
|
100 083 |
117 126 |
Earnout liability |
22 |
|
|
|
2 342 |
1 994 |
Pension liabilities |
8 |
|
|
|
2 005 |
4 577 |
Lease liabilities |
22 |
|
|
|
104 430 |
123 696 |
Total non-current liabilities |
|
|
|
|
115 654 |
72 164 |
Accounts payable |
17, 23 |
|
|
|
2 318 |
2 424 |
Employee withholding taxes, social security tax and VAT |
|
|
|
|
12 551 |
12 267 |
Short term part non-current liabilities |
22 |
|
|
|
33 555 |
29 700 |
Other current liabilities |
17, 23 |
|
|
|
164 078 |
116 554 |
Total current liabilities |
|
|
|
|
268 508 |
240 250 |
Total liabilities |
|
|
|
|
1 014 756 |
1 073 403 |
Total equity and liabilities |
|
|
Dylan Hallerberg Chairperson
Neal Shore Director
Dan Schneider President and CEO
Ghizlane Tagmouti Director
Oslo, 9 April 2026 Photocure ASA
35
STATEMENT OF CASH FLOWS
|
Parent |
Group |
||||
|
2025 |
2024 |
Amounts in NOK 1 000 |
Notes |
2025 |
2024 |
|
-92 683 |
35 292 |
Profit/loss (-) before tax |
- |
|
|
|
20 757 |
20 931 |
Ordinary depreciation & amortisation |
13, 14 |
|
|
|
15 271 |
13 040 |
Share-based payments expense |
6 |
|
|
|
348 |
293 |
Pension costs |
8 |
|
|
|
-10 706 |
-11 739 |
Interest income |
9 |
- |
- |
|
24 514 |
27 616 |
Interest expenses |
9 |
|
|
|
48 480 |
-43 361 |
Unrealized currency (gain)/loss loan subsidiary |
9 |
|
|
|
2 106 |
-65 |
Unrealized currency (gain)/loss other |
|
- |
|
|
-2 647 |
-799 |
Other items |
- |
|
|
|
Changes in |
|||||
|
-4 868 |
-2 083 |
- inventories |
- |
- |
|
|
-24 611 |
-16 079 |
- trade and other receivables |
- |
- |
|
|
49 891 |
57 620 |
- trade and other payables |
|
- |
|
|
4 135 |
-20 010 |
- provisons and other accruals |
- |
|
|
|
-131 |
- |
Tax paid |
11 |
- |
- |
|
29 856 |
60 656 |
Net cash flow from operating activities |
|
|
|
|
10 706 |
11 739 |
Interest received |
|
|
|
|
-9 562 |
Loan to subsidiary |
10 |
|
|
|
|
-15 151 |
-1 673 |
Investments in tangible and intangible assets |
14 |
- |
- |
|
-4 445 |
504 |
Net cash flow from investing activities |
- |
|
|
|
-2 556 |
-2 556 |
Lease offices and company cars |
14, 22 |
|
- |
|
-29 681 |
- |
Buy back own shares |
- |
|
|
|
-517 |
-323 |
Interest paid financial loans |
- |
- |
|
|
-40 581 |
-37 135 |
Earnout liability |
22 |
- |
- |
|
-73 335 |
-40 014 |
Net cash flow from financing activities |
- |
- |
|
|
-47 924 |
21 146 |
Net change in cash during the year |
- |
|
|
|
259 400 |
238 252 |
Cash and cash equivalents as of 01 January |
|
|
|
|
211 477 |
259 400 |
Cash and cash equivalents as of 31 December |
|
|
36
Annual Report Photocure – Results 2025
STATEMENT OF CHANGES IN EQUITY - Parent Company
|
Parent company |
||||||
|
(Amounts in NOK 1 000) |
Issued capital |
Treasury shares |
Other paid-in equity |
Translation reserve |
Retained earnings |
Total equity |
|
Equity as of 31 December 2023 |
13 560 |
-301 |
460 874 |
- |
317 160 |
791 294 |
|
Comprehensive income: |
||||||
|
Net profit for the year |
24 888 |
24 888 |
||||
|
Adjustment previous year |
423 |
423 |
||||
|
Other comprehensive income that may be reclassified to p&l |
- |
|||||
|
Total comprehensive income |
- |
- |
- |
- |
24 888 |
24 888 |
|
Transaction with owners: |
||||||
|
Capital increase |
- |
|||||
|
Sale own shares |
- |
|||||
|
Buy back own shares |
- |
|||||
|
Employees' options |
16 970 |
16 970 |
||||
|
Total transaction with owners |
- |
- |
16 970 |
- |
- |
16 970 |
|
Equity as of 31 December 2024 |
13 560 |
-301 |
477 844 |
- |
342 048 |
833 152 |
|
Comprehensive income: |
||||||
|
Net profit for the year |
-76 011 |
-76 011 |
||||
|
Adjustment previous year |
- |
|||||
|
Other comprehensive income that may be reclassified to p&l |
- |
|||||
|
Total comprehensive income |
- |
- |
- |
- |
-76 011 |
-76 011 |
|
Transaction with owners: |
||||||
|
Capital increase |
- |
|||||
|
Sale own shares |
- |
|||||
|
Buy back own shares |
-250 |
-29 431 |
-29 681 |
|||
|
Employees' options |
18 789 |
18 789 |
||||
|
Total transaction with owners |
- |
-250 |
-10 642 |
- |
- |
-10 892 |
|
Equity as of 31 December 2025 |
13 560 |
-551 |
467 201 |
- |
266 037 |
746 248 |
37
STATEMENT OF CHANGES IN EQUITY - Group
|
Group |
||||||
|
(Amounts in NOK 1 000) |
Issued capital |
Treasury shares |
Other paid-in equity |
Translation reserve |
Retained earnings |
Total equity |
|
Equity as of 31 December 2023 |
|
- |
|
- |
|
|
|
Comprehensive income: |
||||||
|
Net profit for the year |
- |
- |
||||
|
Other comprehensive income that may be reclassified to p&l |
|
|
||||
|
Total comprehensive income |
|
|
|
|
- |
|
|
Transaction with owners: |
||||||
|
Capital increase |
|
|||||
|
Sale own shares |
|
|||||
|
Buy back own shares |
|
|||||
|
Employees' options |
|
|
||||
|
Total transaction with owners |
|
|
|
|
|
|
|
Equity as of 31 December 2024 |
|
- |
|
|
|
|
|
Comprehensive income: |
||||||
|
Net profit for the year |
- |
- |
||||
|
Other comprehensive income that may be reclassified to p&l |
- |
- |
||||
|
Total comprehensive income |
|
|
|
- |
- |
- |
|
Transaction with owners: |
||||||
|
Capital increase |
|
|||||
|
Sale own shares |
|
|
||||
|
Buy back own shares |
- |
- |
- |
|||
|
Employees' options |
|
|
|
|||
|
Total transaction with owners |
|
- |
- |
|
|
- |
|
Equity as of 31 December 2025 |
|
- |
|
- |
|
|
38
Annual Report Photocure – Results 2025
Accounting principles 2025
I. General information
The annual accounts for 2025 for
Photocure ASA is a
II. Basis for preparation of the annual accounts
The annual accounts for the Group and the Parent Company have been prepared on a historical cost basis, except for money market funds and earnout liability which are valued at fair value.
The Group and the Parent Company’s annual accounts are prepared in accordance with IFRS Accounting Standards (R) as specified by the International Accounting Standards
Board as adopted by the European Union (EU) as per 31 December 2025.
III. Changes in significant accounting policies
There are no significant new IFRS standards made effective in 2025 that effect the group accounts for Photocure.
IV. Disclosures regarding new standards not yet effective
The Group is currently assessing the detailed impact of IFRS 18. The standard is expected to result in revised subtotals in the statement of profit or loss and enhanced aggregation/disaggregation disclosures but is not expected to have a material impact on the Group’s reported financial position or performance.
There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group. The new and amended standards and interpretations from IFRS that were adopted by the EU with effect from 2025 did not have any significant impact on the reporting for 2025.
V. Use of judgements and estimates
In preparation of these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
39
Revisions to estimates are recognized prospectively. Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized, and information about assumptions and estimation uncertainties that have significant risk of resulting in a material adjustment in the financial statements as of 31 December 2025, are included in the following notes:
Note 13 and 22 Goodwill and customer relations: the assumptions in the application of IAS 36 of the annual goodwill impairment analysis, and the remeasurement of the fair value of the earnout liability according to IFRS 9.
Note 11 Recognition of deferred tax asset: available future taxable profit against which tax losses carried forward can be used.
Note 9 and 10 Long term loan subsidiaries: impairment and key assumptions underlying the balance sheet value in Parent company.
VI. Summary of material accounting principles
A. Currency
Monetary items in foreign currencies are converted at closing rate of exchange. In the absence of any statement to the contrary, realized and unrealized exchange rate gains and losses are included in financial income or expenses. Transactions in foreign currencies are recorded at the exchange rate on the date of transaction. Assets and liabilities in foreign currencies are translated into NOK at the exchange rate applicable on the balance sheet date.
Income and expenses in foreign subsidiaries are translated into NOK at the average exchange rate for the financial statement period. The
assets and liabilities of the foreign subsidiaries are translated to NOK at exchange rates at the reporting date. Foreign exchange gains and losses on the long term loan granted to Photocure Inc. are recognized in Other Comprehensive Income (OCI), as the loan is considered to form part of the net investment in the foreign operation in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates.
B. Property, plant, equipment and intangible assets
Property, plant and equipment (PPE) are recognized at cost less deductions for accumulated depreciation and accumulated impairment losses. PPE are depreciated over the expected useful life of the assets taking any residual value into consideration. Costs incurred for major replacements and upgrades of PPE are added to cost if it is probable that the costs will generate future economic benefits for the Group and if the costs can be reliably measured. Ordinary maintenance is expensed as incurred.
PPE are depreciated on a straight-line basis over the estimated useful life of the asset as follows:
Production and test equipment | 5 years |
Furniture and office equipment | 3–5 years |
Intangible development expenditures are amortized on a straight-line basis in the profit and loss over the remaining patent period for the approved product and indication as follows:
Product development | 4 - 10 years |
Customer relations | 10 years |
C. Impairment
Non-current & intangible assets that are recognized in the balance sheet, are tested for impairment if there are
indications of a loss in value. If the book value of an asset is higher than the recoverable value of the asset, the loss in value is recognized in profit and loss. The recoverable value is the highest of net sales value and the value in use of the asset. Assets are grouped and measured at the lowest level for determining loss in value.
Goodwill is tested annually for impairment. For impairment testing, assets are grouped that generate cash inflows from continuing use that are largely independent from the cash inflows from other assets or cash generating units (CGU). The recoverable value of the asset is the greater of value in use and its fair value less cost of disposal. Value in use is based on estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is allocated first to reduce the book value of the goodwill related to the CGU and then to reduce the carrying amount of the other assets in the CGU on a pro rata basis. An impairment loss in respect of goodwill is not reversed.
D. Research and development costs
Research costs are expensed as incurred. Development costs are recognized in the balance sheet as intangible assets only if there is an identifiable asset that is expected to generate future financial benefits, and when the costs of such an asset can be reliably measured. Development costs that have been expensed in previous accounting periods cannot be recognized in the balance sheet at a later date. Cost-sharing of research and development expenses with license partners is booked as a reduction in costs.
The work of the regulatory function and services provided are related to
40
Annual Report Photocure – Results 2025
both market expansion and product development. Photocure classifies for this reason the regulatory function into the following two categories:
Regulatory work and services related to new products or product development based on new clinical trials up to and including phase 3, are classified as R&D costs.
Regulatory work and services for new markets based on existing clinical data are classified as marketing costs.
E. Investment in subsidiary companies
Shares and investments with the aim of long-term ownership are booked in the balance sheet as long-term investments and are valued at the lower of cost and fair value. Write-downs for permanent declines in value are made on the basis of individual evaluations. Any realized and unrealized profits/losses and any write-downs related to these investments will be booked in the income statement as financial items.
F. Inventories
Raw materials are valued at the lower of cost and net sales value in accordance with the first-in, first-out principle (FIFO). Semi-finished and finished goods are valued at production cost including a mark-up for their share of the indirect production costs based on the FIFO principle.
G. Financial assets and liabilities
All financial assets not classified as measured at amortized cost or fair Value over comprehensive income are subsequently measured at fair value through profit and loss. Photocure’ s investments in money market funds are measured at fair value through profit and loss.
The earnout liability is measured at fair value at the date of acquisition and remeasured at fair value at each reporting date and subsequent changes in the fair value are recognized in profit or loss.
Interest bearing liabilities are recognized at fair value at the time of recognition. In subsequent periods,
Financial income consists of interest income on bank balances and money market fund as well as exchange rate gains from currency items. Financial expense consists of interest expense on borrowing and exchange rate losses from currency items.
ImpairmentThe Group recognizes loss allowances for expected credit losses (ECLs) on financial assets measured at amortized cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:
debt securities that are determined to have low credit risk at the reporting date; and
other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group assumes that the credit risk on a financial asset has increased if it is more than 60 days past due.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs. The Group uses an allowance matrix based on historical losses adjusted for forward-looking information.
H. Revenue recognition
The main revenue stream in the company is the sale of pharmaceutical products. The revenue is recognized on the date of delivery, when both control and risk essentially have been transferred to the customer. For the general supply of products, Photocure satisfies the contractual performance obligation upon delivery according to the agreed terms.This includes clarifications of normal delivery conditions, which are typically ExWorks unless otherwise specified. For deliveries made through distributors who subsequently deliver the products to an end customer, revenue is recognized when control is considered transferred. This means that Photocure assesses whether the performance obligation is fulfilled when the goods are delivered to the distributor, or only when the distributor ships the goods onward to the end customer, depending on the contractual terms and transfer-of-control indicators in each arrangement. The license agreements that give the right to a signing fee or achieved milestones are recognized as revenue when the contractual conditions are met. Royalty revenue is booked as Sales revenue in line with the licensee’s sale of licensed products.
The core principle in IFRS 15 is revenue should be recognized dependent on the transfer of promised goods or services to the customer for an amount that reflects the consideration which should be received in exchange for those goods or services. The objective is to provide a five-step approach to revenue recognition that includes identifying contracts with customers, identifying performance obligations, determining transaction prices, allocating transaction prices to performance obligations, and recognizing revenue when or as performance obligations are satisfied.
In Photocure’ s customer contracts which are regarded to be within the
41
scope of IFRS 15, the up-front fees not related to a separate performance obligation will be recognized over the term of the contract upon the delivery of goods.
If the promise to grant the license is distinct from other promised goods or services in the contract, the promise to grant the license is a separate performance obligation. A license contract with a customer is a right to use Photocure’ s intellectual property as it exists at the point in time at which the license is granted.
The total transaction price is allocated between the performance obligations based on the relative stand-alone selling price. The transaction price allocated to the license may consist of up-front fee, different milestone payments and sales-based royalty payments. The part of the transaction price related to variable milestone payments are estimated as the most likely amount but constrained which currently means that these revenues will be recognized if and when the relevant milestone is achieved. Sales based royalty is recognized when the subsequent sales occur.
I. Share remuneration and other benefits related to share based remuneration
Employees have been offered share options to the Company’s shares as an element of the Group’s employee incentive policy. If the Group has own shares, the Group may allot own shares instead of issuing new shares when share options are exercised. All share options are offered at strike prices that reflect the market price +10% of the shares at the time of allotment of the rights.
The Group’s share option program is accounted for as an equity settled share based payment arrangement in accordance with IFRS 2 Share based Payment. The fair value of the share options is determined at the grant date using the Black Scholes option pricing
model, applying the specific terms and conditions of each option program.
The fair value is recognized as personnel expenses over the vesting period, with a corresponding increase in equity. Since the arrangement is equity settled, no liability is recognized in the balance sheet.
Employer’s social security contributions related to outstanding share options are accrued as personnel expenses over the vesting period based on the intrinsic value of the options.
Share options lapse when an employee leaves the Company unless otherwise specified in the program terms.
J. Tax
The tax expense in the income statement includes both the income tax payable for the period and changes in deferred tax. Deferred tax in Norway is calculated at rate of 22% and in the USA at a total rate of 28% based on the temporary differences that exist between the tax value of the assets and liabilities, and their book value.
Liabilities for deferred tax are included for all temporary differences that increase tax, except when the asset in connection with deferred tax arises because of the first-time inclusion of an asset or liability in a transaction that is not in a business combination and affects neither the accounting nor the taxable profit or loss at the time of the transaction.
Assets in connection with deferred tax are included for all tax-reducing temporary differences, carry forward of tax deductions and tax losses in the extent that there is objective proof that there will be sufficient taxable profits against which to offset tax-reducing temporary differences, and carry forward of unused tax deductions and tax losses.
The book value of assets in connection with deferred tax is reviewed on every
balance sheet date and is reduced to the degree that there is no longer any objective proof that there will be sufficient taxable profits to utilize all or parts of assets in connection with deferred tax. Non-recognized assets in connection with deferred tax are reviewed every balance sheet date and are included to the degree that it is probable that future taxable profits will allow the recovery of assets in connection with deferred tax. Each taxable entity in the Group is treated separately.
K. Contingent liabilities and assets
Contingent liabilities are defined as:
Possible liabilities as a result of earlier events where their existence depends on future events;
Liabilities that are not included because it is not probable that they will lead to an outflow of resources from the Group;
Liabilities that cannot be measured with sufficient reliability.
Contingent liabilities are not included in the annual accounts. Notes on significant contingent liabilities are provided, except for contingent liabilities with little probability of occurring.
Contingent assets are not included in the annual accounts but are reported in cases in which there is a certain likelihood of their resulting in a benefit to the Group.
L. Cash flow statement
The cash flow statement has been prepared in accordance with the indirect method. Cash and cash equivalents consist of cash, bank deposits and other current investments like money market funds.
42
Annual Report Photocure – Results 2025
M. Lease agreements
The main rule is that the leased assets are recognized in the balance sheet as a fixed asset or in a disclosure note for fixed assets. Leased assets are shown separately from other fixed assets owned by the company as “Right of use assets” in the related disclosure note. Although a lease is a right to use an asset and not a purchase of an asset, the classification in the balance sheet follows the leased asset.
The net present value of the lease liability is calculated by discounting the rental payments with the implicit interest rate of the lease, or the business’s marginal borrowing rate if the implicit interest rate is unknown.
According to IFRS 16 depreciation is calculated for the right of use assets. Depreciation is presented together with other depreciation, while interest cost is included in financial expenses in the income statement.
The leased assets are depreciated over their useful lives. This is the shorter of the rental period and the assets economic life.
43
Notes to the Financial Statements for 2025
Photocure ASA
1 PARTNERSHIPS
2 OPERATING SEGMENTS
3 REVENUES FROM CONTRACT WITH CUSTOMERS
4 COST OF GOODS SOLD
5 INCOME STATEMENT CLASSIFIED BY NATURE
6 PERSONNEL EXPENSES
7 REMUNERATION OF MANAGEMENT AND BOARD OF DIRECTORS
8 PENSION COSTS
9 FINANCIAL INCOME AND EXPENSE
10 Related party
11 TAX
12 EARNINGS PER SHARE
13 GOODWILL AND CUSTOMER RELATIONS
14 PROPERTY, PLANT, EQUIPMENT AND OTHER ASSETS
15 SUBSIDIARIES
16 INVENTORIES
17 FINANCIAL RISK
18 FAIR VALUE
19 RECEIVABLES
20 CASH AND SHORT TERM DEPOSITS
21 SHARE CAPITAL
22 LOAN TERMS AND REPAYMENT
23 ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
24 Subsequent Events
44
Annual Report Photocure – Results 2025
CURRENCY RATES CHANGES
Photocure’s revenues and costs are predominantly in EUR and USD, while the functional currency is NOK. In 2025, the weakning of the USD and strengthning of EUR impacted both revenues and costs. The following table illustrates the average currency rates between NOK and USD/EUR in 2025 compared to 2024.
Currency rates development 2025 vs 2024: | 2025 | 2024 | % 25 vs 24 |
Average currency rate NOK/USD | 10.39 | 10.74 | -3 % |
Average currency rate NOK/EUR | 11.72 | 11.63 | 1 % |
1. PARTNERSHIPS
In July 2019, Photocure entered into a license agreement with Asieris MediTech Co, granting a worldwide license to develop and commercialize Cevira®for the treatment of HPV-induced cervical precancerous lesions. Under this agreement, Photocure will receive signing fees, development and approval milestones, as well as sales royalties.In January 2021, Photocure entered into another license agreement with Asieris MediTech Co, granting them a license to commercialize Hexvix in mainland China and Taiwan. Under this agreement, Photocure will receive signing fees and approval milestones, in addition to sales royalties.
2. OPERATING SEGMENTS
Photocure operates through two segments: the Commercial Franchise and the Development Portfolio. The Commercial Franchise includes Hexvix/Cysview by geography (North America and Europe) and other sales (partners and other products). The Development Portfolio focuses on the development of pipeline products. The Development segment is divided into the development of Cevira and other pipeline products.
Operating costs are directly charged to the respective segment if they are directly related. Indirect manufacturing costs are allocated based on sales within the Commercial segment, while other indirect costs are allocated based on the time and resources utilized within the different subsegments.
Segments are reported in a manner consistent with internal reporting to the Group’s Chief Operating Decision Makers (CODM), defined as the Group’s senior management. Segment assets and liabilities are not reported to the CODM and are therefore not allocated to reportable segments.
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1 Jan - 31 December 2025 | Commercial Franchise | Development Portfolio | ||||||
(Amounts in NOK 1 000) | North Am. | Europe | Other Markets | Total Sales | Cevira | PDT & Explorativ | Total R&D | Grand Total |
Sales Revenues | 219 936 | 309 791 | 333 | 530 060 | 2 520 | - | 2 520 | 532 580 |
Milestone revenues | - | - | - | - | - | - | - | - |
Cost of goods sold | -10 313 | -29 393 | -298 | -40 004 | -1 989 | - | -1 989 | -41 993 |
Gross profit | 209 623 | 280 398 | 35 | 490 056 | 531 | - | 531 | 490 587 |
Gross profit of sales revenue % | 95 % | 91 % | 11 % | 92 % | 21 % | 21 % | 92 % | |
Direct operating costs | -177 814 | -127 435 | - | -305 249 | 1 578 | -19 | 1 559 | -303 690 |
R&D | - | - | - | - | 1 578 | -5 | 1 573 | 1 573 |
Marketing | -19 291 | -10 433 | - | -29 724 | - | - | - | -29 724 |
Selling | -122 550 | -100 687 | - | -223 237 | - | - | - | -223 237 |
Medical | -19 387 | -6 887 | - | -26 274 | - | -14 | -14 | -26 288 |
G&A | -16 586 | -9 428 | - | -26 014 | - | - | - | -26 014 |
Contribution | 31 809 | 152 963 | 35 | 184 807 | 2 109 | -19 | 2 090 | 186 897 |
Contribution margin | 14 % | 49 % | 11 % | 35 % | 84 % | 83 % | 35 % | |
Allocated operating costs | -46 270 | -76 507 | -6 114 | -128 891 | -3 411 | -25 867 | -29 278 | -158 169 |
EBITDA | -14 461 | 76 456 | -6 079 | 55 916 | -1 302 | -25 886 | -27 188 | 28 728 |
Depreciation and Amortization | -29 472 | - | -29 472 | |||||
EBIT | 26 444 | -27 188 | -745 |
1 Jan - 31 December 2024 | Commercial Franchise | Development Portfolio | ||||||
(Amounts in NOK 1 000) | North Am. | Europe | Other Markets | Total Sales | Cevira | PDT & Explorativ | Total R&D | Grand Total |
Sales Revenues | 202 322 | 285 561 | 1 865 | 489 749 | 1 926 | - | 1 926 | 491 675 |
Milestone revenues | - | - | - | - | 33 713 | - | 33 713 | 33 713 |
Cost of goods sold | -5 889 | -23 236 | -225 | -29 349 | -1 370 | - | -1 370 | -30 719 |
Gross profit | 196 434 | 262 326 | 1 641 | 460 400 | 34 268 | - | 34 268 | 494 668 |
Gross profit of sales revenue % | 97 % | 92 % | 88 % | 94 % | 29 % | 29 % | 94 % | |
Direct operating costs | -175 453 | -123 355 | - | -298 808 | -729 | 682 | -47 | -298 855 |
R&D | - | - | - | - | -729 | 682 | -47 | -47 |
Marketing | -18 474 | -13 401 | - | -31 874 | - | - | - | -31 874 |
Selling | -120 735 | -94 716 | - | -215 451 | - | - | - | -215 451 |
Medical | -23 419 | -7 438 | - | -30 857 | - | - | - | -30 857 |
G&A | -12 824 | -7 801 | - | -20 626 | - | - | - | -20 626 |
Contribution | 20 981 | 138 970 | 1 641 | 161 592 | 33 539 | 682 | 34 221 | 195 813 |
Contribution margin | 10 % | 49 % | 88 % | 33 % | 94 % | 96 % | 37 % | |
Allocated operating costs | -42 097 | -74 912 | -10 329 | -127 334 | -3 378 | -15 907 | -19 286 | -146 620 |
EBITDA | -21 116 | 64 059 | -8 688 | 34 258 | 30 161 | -15 225 | 14 935 | 49 193 |
Depreciation and Amortization | -28 695 | -98 | -28 793 | |||||
EBIT | 5 563 | 14 837 | 20 399 |
*The definition of EBITDA is “Earnings Before Interest, Tax, Depreciation and Amortization”
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Annual Report Photocure – Results 2025
3. REVENUES FROM CONTRACT WITH CUSTOMERS
Performance Obligation: Product DeliveriesFor the general supply of products, Photocure satisfies the contractual performance obligation upon delivery according to the agreed terms.This includes clarifications of normal delivery conditions, which are typically ExWorks unless otherwise specified. For deliveries made through distributors who subsequently deliver the products to an end customer, revenue is recognized when control is considered transferred. This means that Photocure assesses whether the performance obligation is fulfilled when the goods are delivered to the distributor, or only when the distributor ships the goods onward to the end customer, depending on the contractual terms and transfer-of-control indicators in each arrangement.Invoices are issued at that point, with payment terms typically within 30 days. No discounts were provided to customers, and no product returns were accepted within the product expiry period.
Performance Obligation: LicenseCeviraIn July 2019, Photocure entered into a license agreement with Asieris for the pipeline product Cevira. The agreement was based on a “ready for Phase 3 study” concept, with the study conducted by Asieris in China from 2020 until September 2023. Under the agreement, Photocure transferred the rights for Cevira (license agreement) and entered into a supply agreement for the active substance for the Phase 3 clinical study and potential commercialization. Asieris is responsible for the remaining development of Cevira and will cover all associated costs. The license grants Asieris the right to use Photocure’s intellectual property as it existed at the contract date. The active substance will not be further developed or modified by Photocure for Asieris’s use. The transfer of the license and the delivery of the active substance are regarded by Photocure as two separate performance obligations.
In 2024, Asieris paid a milestone of USD 2 million after Cevira was accepted for regulatory review in China in May 2024. To date, Asieris has paid USD 17 million in milestones for Cevira. The agreement includes additional regulatory and sales milestones, as well as sales royalties if a commercial product is approved. The transaction price allocated to the license consists of a signing fee, various milestone payments, and sales-based royalty payments. The portion of the transaction price related to milestone payments is estimated as the most likely amount but is constrained, meaning these revenues will be recognized if and when the relevant milestones are achieved. Revenue for the sale of the active substance is recognized when the customer takes control of the goods, which occurs at the time of shipment. There were no milestones paid in 2025.
HexvixIn January 2021, Photocure entered into a partnership agreement with Asieris, granting them exclusive rights to register and commercialize Hexvix® in Mainland China and Taiwan. Asieris received marketing authorization for Hexvix® in China in November 2024, for which Photocure received a USD 1.1 million milestone payment. In 2023, Photocure received an upfront payment of USD 750,000 from Asieris for the rights to Hexvix in the designated territories as a non-refundable payment. To date, Asieris has paid USD 1.85 million in milestones for Hexvix.
The license of the Group’s intellectual property under all current licensing agreements is considered distinct from the delivery of goods and thus a separate performance obligation. Furthermore, the licenses are considered to be a right to use the company’s intellectual property as is, and therefore revenue allocated to the license is recognized at a point in time, taking into consideration the variable constraint for milestone payments that have not yet occurred and sales-based royalties. Milestone payments related to future events and sales-based royalties are recognized when the events and sales actually occur.
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Geographical information | ||
(Amounts in NOK 1 000) | ||
Group revenues from contract with customers | 2025 | 2024 |
Nordic countries | 21 319 | 22 214 |
Germany | 214 329 | 199 937 |
France | 36 407 | 33 414 |
Austria | 16 132 | 12 723 |
UK | 4 988 | 2 456 |
BeNeLux | 5 053 | 5 694 |
Italy | 5 854 | 5 510 |
Other European countries | 5 008 | 4 129 |
United States | 217 267 | 201 616 |
Canada | 2 669 | 2 055 |
Own sales | 529 026 | 489 748 |
Partner countries rest of world | 3 554 | 1 927 |
532 580 | 491 675 |
The geographical revenue in all countries except North America are in the parent company. The geographical revenue information is based on the location of the end customers. The signing fees and milestone revenue are not included in the table above.
Revenue recognition by segments | ||||||
1 Jan - 31 December 2025 | Commercial Franchise | Development Portfolio | Grand Total | |||
Hexvix/Cysview | ||||||
(Amounts in NOK 1 000) | Own sales | Partner | Other Sales | Total Sales | Pipeline | Total R&D |
Contract revenue at point in time | - | 2 520 | 2 520 | - | 2 520 | |
Contract revenue over time | - | - | - | |||
Signing fees and milestone revenues at point in time | - | - | - | - | ||
Sales order revenue at point in time | 529 727 | 333 | 530 060 | - | 530 060 | |
529 727 | - | 2 853 | 532 580 | - | - | 532 580 |
Revenue recognition by segments | ||||||
1 Jan - 31 December 2024 | Commercial Franchise | Development Portfolio | Grand Total | |||
Hexvix/Cysview | ||||||
(Amounts in NOK 1 000) | Own sales | Partner | Other Sales | Total Sales | Pipeline | Total R&D |
Contract revenue at point in time | - | 3 276 | 3 276 | - | 3 276 | |
Contract revenue over time | - | - | - | |||
Signing fees and milestone revenues at point in time | - | 33 713 | 33 713 | 33 713 | ||
Sales order revenue at point in time | 487 883 | 516 | 488 399 | - | 488 399 | |
487 883 | - | 3 792 | 491 675 | 33 713 | 33 713 | 525 387 |
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Annual Report Photocure – Results 2025
4. COST OF GOODS SOLD
Total cost of goods sold includes direct materials, services provided by contract manufacturers and packaging suppliers, products freights and distribution costs.
5. INCOME STATEMENT CLASSIFIED BY NATURE
(Amounts in NOK 1 000) | Group | Parent | |||
Note | 2025 | 2024 | 2025 | 2024 | |
Revenues from contract with customers | 2 | 532 580 | 491 675 | 324 057 | 300 033 |
Signing fees and milestone revenues | 2 | - | 33 713 | - | 33 713 |
Cost of goods sold | -41 993 | -30 716 | -40 169 | -29 297 | |
Gross profit | 490 587 | 494 671 | 283 887 | 304 449 | |
Other income | - | - | 582 | 531 | |
Payroll expenses | 6, 7 | -299 417 | -285 700 | -137 912 | -124 027 |
R&D costs excluding payroll expenses/other operating expenses | 2 526 | -47 | 2 526 | -47 | |
Ordinary depreciation and amortisation | 13, 14 | -29 472 | -28 793 | -20 757 | -20 931 |
Other operating expenses | -164 967 | -159 732 | -156 507 | -152 995 | |
Total operating expenses | -491 330 | -474 272 | -312 067 | -297 469 | |
Operating profit / loss (-) | -745 | 20 399 | -28 180 | 6 980 | |
Specification of Other operating expenses: | 2025 | 2024 | 2025 | 2024 | |
Marketing expenses | 36 564 | 38 742 | 14 648 | 16 460 | |
Sales and marketing costs Europe | - | - | 68 912 | 67 331 | |
Travel expenses | 25 638 | 22 769 | 9 435 | 7 457 | |
Patent costs, legal and other fees | 65 229 | 54 941 | 39 147 | 38 683 | |
Other expenses | 37 536 | 43 281 | 24 364 | 23 063 | |
Total other operating expenses | 164 967 | 159 732 | 156 507 | 152 995 |
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6. PERSONNEL EXPENSES
(Amounts in NOK 1 000) | Group | Parent | |||
Note | 2025 | 2024 | 2025 | 2024 | |
Salaries | 218 351 | 217 236 | 90 903 | 85 993 | |
Employer’s social security contributions on salaries, etc. | 20 478 | 23 488 | 11 222 | 10 195 | |
Option costs incl employer's social security contributions | 20 845 | 16 878 | 17 327 | 12 948 | |
Pension costs | 8 | 15 724 | 13 061 | 7 940 | 5 374 |
Other benefits | 24 019 | 15 038 | 10 520 | 9 517 | |
Total payroll expenses | 299 417 | 285 700 | 137 912 | 124 027 | |
No. of full-time equivalent positions | 101 | 101 | 34 | 33 |
Share-based remunerationAs part of the company’s incentive policy, employees have been offered share options to the company’s shares (referred to as ‘options’). Allocated share options vest over three years: 25% after the first year, 25% after the second year, and 50% after the third year. The rights expire after seven years or upon termination of the employee. Share option programs in 2023 and earlier had an expiration date of five years.
The number of employee share options and average exercise prices for Photocure, and developments during the year:
2025 | 2024 | |||
Number | Average exercise price (NOK) | Number | Average exercise price (NOK) | |
Outstanding at start of year | 2 310 448 | 63.05 | 2 076 178 | 80.55 |
Granted during the year | 973 315 | 60.09 | 1 073 482 | 60.40 |
Cancelled during the year | 30 000 | 98.71 | 509 900 | 127.39 |
Become invalid during the year | 161 000 | 61.06 | 260 312 | 67.82 |
Exercised during the year | - | 0.00 | - | 0.00 |
Expired during the year | 232 250 | 81.41 | 69 000 | 54.70 |
Outstanding at end of year | 2 860 513 | 60.29 | 2 310 448 | 63.05 |
Exercisable options as per 31 December | 777 098 | 60.60 | 585 569 | 71.02 |
The average weighted life of outstanding share options was 4.7 years at 31 December 2025 and 4.3 years at 31 December 2024.
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Annual Report Photocure – Results 2025
The exercise prices and the average life of outstanding share options as per 31 December 2025 were as follows:
Average remaining life | No. of options | Exercise price NOK |
2 years | 612 771 | 57.14 - 115.70 |
3 years | 675 200 | 61.03 - 61.92 |
4 years | 43 815 | 55.64 |
5 years | 20 227 | 69.36 |
6 years | 1 155 000 | 55.47 - 59.57 |
7 years | 353 500 | 62.74 - 67.39 |
Total | 2 860 513 |
Calculation method for market value of employee share options:The market value of share options is calculated using the Black-Scholes method. Volatility is determined based on the historical share price development over the lifetime of the options, assuming that historical volatility indicates future volatility, which may not always be the case. Strike prices are set at the listed price plus 10% at the time of allocation. The risk-free interest rate is based on Norwegian government bond rates. Each option program is calculated separately, considering the actual exercise price and duration of the program. The exercise date for the options is estimated based on historical company experience and varies between senior management and other employees. The interest advantage is considered insignificant and has not been included in the accounts. The table below shows the values used in the model.
2025* | 2024* | |
Dividends (NOK) | 0.00 | 0.00 |
Expected volatility (%) | 45.25 | 47.16 |
Historical volatility (%) | 45.25 | 47.16 |
Risk-free interest (%) | 3.67 | 3.65 |
Expected life of options (years) | 3.19 | 3.21 |
*Weighted average parameters at grant of instrument
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7. REMUNERATION OF MANAGEMENT AND BOARD OF DIRECTORS
(Amounts in NOK 1 000) | Pay currency | Directors’ fees paid | Salaries paid | Bonuses accrued | Benefits in kind | Pension cost | Total |
Senior management 2025 | |||||||
President and CEO | USD | 7 328 | 3 009 | 315 | 666 | 11 318 | |
Chief Financial Officer | NOK | 2 983 | 853 | 17 | 555 | 4 408 | |
VP and General Manager North America | USD | 4 630 | 1 814 | 315 | 484 | 7 242 | |
VP and General Manager EMEA | GBP | 3 412 | 1 290 | 184 | 4 885 | ||
Chief Medical Officer | SEK | 3 315 | 1 082 | 315 | 4 712 | ||
Head of Global Human Resources | EUR | 2 258 | 639 | 153 | 3 050 | ||
Total senior management | 23 925 | 8 687 | 647 | 2 356 | 35 615 | ||
Board of Directors 2025 | Consultant fee | ||||||
Chairperson of the Board | NOK | 620 | 620 | ||||
Members of the Board | NOK | 720 | 720 | ||||
Total remuneration | 1 340 | 23 925 | 8 687 | 647 | 2 356 | 36 955 |
(Amounts in NOK 1 000) | Pay currency | Directors’ fees paid | Salaries paid | Bonuses accrued | Benefits in kind | Pension cost | Total |
Senior management 2024 | |||||||
President and CEO | USD | 7 359 | 3 232 | 285 | 631 | 11 507 | |
Chief Financial Officer | NOK | 2 841 | 820 | 16 | 409 | 4 086 | |
VP and General Manager North America | USD | 4 612 | 2 271 | 285 | 433 | 7 601 | |
VP and General Manager Europe | EUR | 3 615 | 1 351 | - | - | 4 966 | |
Chief Medical Officer | SEK | 2 977 | 983 | - | 293 | 4 253 | |
Head of Global Human Resources | EUR | 2 140 | 708 | - | 146 | 2 994 | |
Total senior management | 23 544 | 9 364 | 586 | 1 912 | 35 406 | ||
Board of Directors 2024 | Consultant fee | ||||||
Chairperson of the Board | NOK | 751 | 751 | ||||
Members of the Board | NOK | 1 080 | 269 | 1 349 | |||
Total remuneration | 1 831 | 23 813 | 9 364 | 586 | 1 912 | 37 506 | |
In 2024, the Group utilized the professional services of one of its Directors for consulting work beyond regular board duties. The consultancy fees were based on a contract approved by the board. The bonus accruals relate to approved bonuses for the 2025 financial year and may differ from the amounts recorded in the financial statements. |
Currency rates development 2024 vs 2025: | 2025 | 2024 |
Avr currency rate NOK/USD | 10.39 | 10.74 |
Avr currency rate NOK/EUR | 11.72 | 11.63 |
Avr currency rate NOK/SEK | 1.06 | 1.02 |
Avr currency rate NOK/GBP | 13.68 | 13.74 |
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Annual Report Photocure – Results 2025
Share options senior managementSenior managers’ holdings of shares in Photocure ASA are detailed in the note concerning share capital. The allocation and exercise of share options, as well as the holdings of share options for senior managers, are presented in the following overview:
Share options for senior management 2025 | Share options awarded | Expired share options | Share options cancelled | Holding of share options at 31 December 2025 | Weighted Average Strike Price |
President & CEO | 180 000 | 60 000 | - | 577 500 | 59.95 |
Chief Financial Officer | 95 000 | 35 000 | - | 338 750 | 60.09 |
VP and General Manager North America | 75 000 | 35 000 | - | 261 250 | 60.45 |
VP and General Manager Europe | 140 000 | - | - | 140 000 | 56.98 |
VP Global Human Resources | 26 250 | - | 3 000 | 90 000 | 60.09 |
Chief Medical Officer | 40 000 | - | - | 204 000 | 59.20 |
Total | 556 250 | 130 000 | 3 000 | 1 611 500 |
Share options for senior management 2024 | Share options awarded | Expired share options | Share options cancelled | Holding of share options at 31 December 2024 | Weighted Average Strike Price |
President & CEO | 125 000 | - | - | 457 500 | 62.96 |
Chief Financial Officer | 65 000 | - | - | 278 750 | 62.85 |
VP and General Manager North America | 50 000 | 45 000 | - | 221 250 | 63.57 |
VP and General Manager Europe | - | - | 203 750 | - | 0.00 |
VP Global Human Resources from April | 40 000 | - | - | 66 750 | 61.98 |
Chief Medical Officer | 50 000 | - | - | 164 000 | 60.11 |
Total | 330 000 | 45 000 | 203 750 | 1 188 250 |
Auditing fees
(Amounts in NOK 1 000 ex VAT) | Group and parent | |
2025 | 2024 | |
Statutory auditing | 997 | 1 816 |
Other attestation services | 70 | 250 |
Other services excluding auditing | 391 | 15 |
Tax advice | 80 | 47 |
Total | 1 538 | 2 128 |
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8. PENSION COSTS
Photocure ASA has an agreement with a life assurance company for contribution-based pensions for its employees in Norway. The contribution plan complies with revised national pension regulations. Contributions are 7% of the employee’s ordinary salary up to 7.1 times the basic amount (G) of the Norwegian National Insurance scheme, and 20% for salaries between 7.1 and 12 times G. The national insurance covers pensions for salaries up to 7.1 G. Pension contributions are paid into the employee’s contribution account with the life assurance company.Although pension-related accruals are recognised in the balance sheet for Photocure ASA, these arrangements do not constitute a pension promise or a defined benefit plan requiring actuarial valuation. The employees’ entitlement is limited to the contribution percentages specified, and the Group has no obligation beyond the payment of these contributions. As of December 31, 2025, and December 31, 2024, the company had no deposits in the premium and contribution fund.Photocure ASA employees in other European countries have individual defined contribution pension plans according to local regulations and their employment agreements.Photocure Inc matches its employees’ contributions to the 401(k) plan dollar for dollar up to 4% of salary for employees who elect to join the plan. There is a salary maximum set by the IRS, which was $350,000 in 2025.Employees in Photocure GmbH in Germany who came from Ipsen have defined benefit pension plans through the TUPE regulations in Germany. Photocure GmbH has a re-assurance agreement with an assurance company in Germany to balance the pension liability. New employees in Photocure GmbH are offered a defined contribution plan.Salaries for senior management employees in Photocure ASA above 12 times G are subject to agreements concerning operational coverage of pensions for salaries above this level in the form of contribution-based pensions. The calculated contribution is 16% of the employee’s salary above 12 times G. Photocure Inc has established additional unfunded pension coverage for senior managers, accruing annually an amount equal to 4% of salary and earned bonus.
The pension cost for the year is calculated as follows:
(Amounts in NOK 1 000) | Group | Parent | ||
2025 | 2024 | 2025 | 2024 | |
Total pension costs, contribution scheme in life assurance | 14 573 | 11 922 | 7 592 | 5 081 |
Total pension costs, company scheme | 1 151 | 1 139 | 348 | 293 |
Total | 15 724 | 13 061 | 7 940 | 5 374 |
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Annual Report Photocure – Results 2025
9. FINANCIAL INCOME AND EXPENSE
(Amounts in NOK 1 000) | Group | Parent | ||
2025 | 2024 | 2025 | 2024 | |
Interest income | 12 233 | 12 868 | 11 398 | 11 739 |
Foreign exchange gains | 5 522 | 12 059 | 5 787 | 55 420 |
Total financial income | 17 655 | 24 927 | 17 184 | 67 159 |
Interest costs long term liabilities and lease | 673 | 742 | 308 | 307 |
Interest costs earnout | 23 997 | 27 292 | 23 997 | 27 292 |
Foreign exchange losses | 8 693 | 8 864 | 57 173 | 11 230 |
Other financial expense | 240 | 39 | 209 | 16 |
Total financial expense | 33 602 | 36 937 | 81 688 | 38 846 |
Remeasure financial balances | - | - | - | - |
Net financial income and expenses | -15 947 | -12 010 | -64 503 | 28 313 |
The foreign exchange loss in the parent company for 2025 includes an unrealized exchange loss on the long-term loan to the subsidiary, which is denominated in USD. The exchange rate for NOK/USD decreased to 10.1 as of December 31, 2025, compared to 11.2 at the end of the previous year. This resulted in an unrealized loss of NOK 48.5 million in 2025, compared to a gain of NOK 43.4 million in 2024. In the consolidated accounts, the unrealized gain/loss is eliminated against the change in equity as part of other comprehensive income.The gain/ loss is presented as part of other comprehensive income in the consolidated accounts due to the long term loan is evaluated to be a part of the net investment in the subsidiaryRemeasurement of Financial BalancesInformation regarding the remeasured value of the earnout liability is provided in Note 22.
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10. RELATED PARTIES - COMPANIES
Photocure has established a wholly owned subsidiary in the US, Photocure Inc, to manage the sales, marketing, and distribution activities for the Cysview product. Photocure ASA retains ownership of the patent rights and trademark and is responsible for the development and manufacturing of the product within the Group. Photocure Inc purchases the finished product from the parent company and distributes it in the United States. Photocure Inc has its own marketing organization, funded by a loan from the parent company in addition to its own revenues. Transactions between Photocure ASA and Photocure Inc are conducted on arm’s length terms, and the loan is interest-free until further notice.
Photocure believes that the US operations will be profitable, based on a cash flow model that considers a balanced view of the market share for Cysview in the US compared to Hexvix sales in Europe. In 2023, Photocure Inc entered into an agreement with a US-based pharmaceutical company for access to patient registry information obtained by Photocure Inc.
Photocure has also established wholly owned subsidiaries in Germany, Italy and France. Photocure ASA handles the sales and distribution of Hexvix in Europe, while the marketing and promotion activities for Hexvix in Continental Europe are managed by Photocure GmbH, Photocure Srl and Photocure SAS. A markup is applied to fully loaded local costs for the services rendered to the parent company.
In January 2022, Photocure established a sales subsidiary in Canada to manage the sales, marketing, and distribution of Cysview in Canada. Photocure ASA holds the pharmaceutical market authorization for the sale of Cysview in the US and Canada.
Transactions and intercompany balances:
(Amounts in NOK 1 000) | 2025 | 2024 |
Sales of products | 12 183 | 12 562 |
Sales of services | - | - |
Intercompany sales | 12 183 | 12 562 |
Purchase of marketing and promotion services | -68 912 | -67 331 |
31-Dec-25 | 31-Dec-24 | |
Accounts receivables and other storm-term receivables | 33 262 | 19 696 |
Long term loan given | 345 314 | 393 841 |
Accounts payables and other short-term liabilities | -90 336 | -56 865 |
Total subsidiaries | 288 241 | 356 671 |
Guarantees to bank in favor of subsidiary for requested security | 2 804 | 2 804 |
These bank guarantuees are provided for licenses pertaining to the sale of Cysview in the states of Maryland, Mississippi, Nevada, and California, as well as the office lease deposit.
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Annual Report Photocure – Results 2025
11. TAX
(Amounts in NOK 1 000) | Parent & Group | Parent | ||
2025 | 2024 | 2025 | 2024 | |
Income tax expense | ||||
Tax payable | 1 631 | 1 323 | 132 | |
Changes in deferred tax | -16 804 | 10 406 | -16 804 | 10 406 |
Total income tax expense | -15 173 | 11 729 | -16 672 | 10 406 |
Tax base calculation parent | ||||
Profit(-loss) before income tax | -16 690 | 35 294 | -92 814 | 35 294 |
Permanent differences *) | 16 018 | 12 008 | 17 344 | 12 008 |
Change in temporary differences | -31 076 | -56 312 | 60 173 | -56 312 |
Change in deferred tax not recognisedUtilisation of tax loss carried forward | -23 457 | |||
(Utilized)/Increased tax loss carried forward | - | 9 010 | ||
Tax base | 6 947 | - | -15 297 | -9 009 |
Temporary differences | ||||
Receivables | -1 228 | -565 | -565 | -565 |
Inventories | - | 4 207 | - | 4 207 |
Non current assets | 30 953 | 30 097 | 30 204 | 30 097 |
Long term currency loans | 123 525 | 175 824 | 123 525 | 175 824 |
Earnout liability | -19 422 | -19 422 | -19 422 | -19 422 |
Change in earnout true up | - | -692 | - | -692 |
Provisions | -15 295 | -143 | -2 199 | -143 |
Pensions | -2 342 | -1 994 | -2 342 | -1 994 |
Gains and loss account | 8 367 | 10 310 | 8 247 | 10 310 |
Total | 124 558 | 197 622 | 137 448 | 197 622 |
Tax loss carried forward * | -523 535 | -375 211 | -391 418 | -375 211 |
Net temporary differences | -398 977 | -177 589 | -253 970 | -177 589 |
Deferred tax liability (asset) | -93 012 | -39 070 | -55 874 | -39 070 |
Not recognized deferred tax liability (asset) | -37 138 | |||
Recognized Deferred tax liability (asset) | -55 874 | -55 874 | -39 070 |
*Tax loss carried forward in 2022 was in later tax declaration decreased by NOK 23.3 million as a true up of earnout payments 2020 - 2022.
Reconciliation of effective tax rate | 2025 | 2024 | 2025 | 2024 |
Profit(-loss) before income tax | -16 690 | 8 390 | -92 814 | 35 294 |
Expected income taxes at statutory tax rate | -3 672 | 1 846 | -20 419 | 7 765 |
Effect tax rates foreign entities | 765 | 3 981 | ||
Permanent differences | 3 524 | 3 737 | 3 816 | 2 642 |
Other changes | 131 | |||
Effect of deferred tax assets not recognized | -15 791 | 2 165 | ||
Income tax expense | -15 173 | 11 729 | -16 472 | 10 406 |
Effective tax rate in % **) | 90.9 % | 139.8 % | 17.7 % | 29.5 % |
In 2025, the tax note presents the Group’s total tax expense, based on profit before tax at the Group level and including the effects of both temporary and permanent differences. This represents a change from 2024, when profit before tax related to the Parent company only and tax expense comprised permanent differences and temporary differences recognised at the Parent company level.
*) Permanent differences consist of non-deductible costs and non-taxable income and deduction.**) Tax expense related to profit before tax.
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The parent company reported a taxable loss of NOK 15.3 million in 2025, compared to a loss of NOK 9 million in 2024. Consequently, the deferred tax asset, along with changes in temporary differences, increased to NOK 55.8 million as of December 31, 2025, from NOK 39.1 million as of December 31, 2024. The recognition of a tax asset in Norway is based on predicted future profits according to the business plan for all major markets and the reversal of temporary differences in the coming years. Therefore, the remaining deferred tax asset is maintained as of December 31, 2025.
The European business contributed to Photocure’s profitability in 2025 and is expected to continue doing so. The parent company is the selling entity for the Hexvix product in all European countries, while the marketing and promotion activities in Germany, France, and Italy are carried out by the subsidiaries in those countries.
Photocure anticipates that its US operations will become more profitable, contributing to the pre-tax result of the parent company. This expectation is based on a cash flow model that considers a balanced view of the market share for Cysview in the US compared to Hexvix sales in Europe. The US sales and marketing force continues to expand its coverage of the US market and gain further market shares.
Photocure continues to see growth opportunities in European countries, particularly in several large untapped markets. With Photocure’s dedicated sales force in place in Europe, we believe this will further strengthen sales. Several studies have been published highlighting and verifying key clinical benefits, including the positive impact of Hexvix/Cysview on reduced disease progression, bladder cancer detection, and the safety of repeated use of Hexvix/Cysview . The basis for recognizing the tax asset is the assessment that there is convincing evidence that the deferred tax benefit will be utilized.
There is no expiry on losses to be carried forward in Norway, while in the US, losses expire after 20 years according to tax legislation valid until the end of 2017. The new US tax legislation, valid for taxable years from 2018, has no expiry for loss carryforwards but imposes an 80% limit on utilization.
Deferred tax assets have not been recognized for the following items in the US subsidiary due to the lack of a history of pre-tax profit at this time.
(Amounts in NOK 1 000) | 2025 | 2024 | ||
Unrecognised deferred tax assets | Amount | Tax effect | Amount | Tax effect |
Net deductible temporary differences | -12 891 | -3 624 | -10 695 | -2 315 |
Tax losses | 145 009 | 40 762 | 177 523 | 53 013 |
Net unrecognised deferred tax asset US | 132 117 | 37 138 | 166 828 | 50 699 |
Tax losses for which no deferred tax asset was recognized, expire as follows:
(Amounts in NOK 1 000) | 2025 | 2024 | ||
Amount | Expiry date | Amount | Expiry date | |
Expire Federal | 14 276 | 2030 - 2037 | 23 169 | 2030 - 2037 |
Expire State | 11 891 | 2030 - 2043 | 16 219 | 2030 - 2043 |
Never expire | 10 971 | 11 270 | ||
Total | 37 138 | 50 658 |
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Annual Report Photocure – Results 2025
12. EARNINGS PER SHARE
2025 | 2024 | |
Figures indicate the number of shares | ||
Ordinary shares 1 January | 27 120 820 | 27 120 820 |
Effect of treasury shares | -459 693 | -15 122 |
Effect of share options exercised | ||
Weighted average number of shares, 31 December | 26 661 127 | 27 105 698 |
Effect of outstanding share options | 0 | 169 |
Weighted average number of diluted shares, 31 December | 26 661 127 | 27 105 867 |
Net profit/loss(-) | -1 518 | -3 339 |
(Amounts in NOK 1 000) | ||
Earnings per share | 2025 | 2024 |
Earnings per share in NOK basic | -0.06 | -0.12 |
Earnings per share in NOK diluted | -0.06 | -0.12 |
13. GOODWILL AND CUSTOMER RELATIONS
(Amounts in NOK 1 000)Hexvix sales, marketing, and distribution rights in Europe and other markets previously controlled by Ipsen Pharma SAS (Ipsen) were acquired by Photocure on October 1, 2020. Under the final agreement, Photocure paid Ipsen EUR 15 million upon transfer on October 1, 2020. Additionally, Ipsen receives a deferred consideration of 15% of sales (years 1-7 post-transfer) and 7.5% of sales (years 8-10) in the former major Ipsen markets.One intangible asset has been identified: customer relationships. These relationships pertain to existing customers in Europe who were previously served by Ipsen. Customer relationships have been valued using a multiperiod excess earnings method, with a value of NOK 166.7 million at the transaction date. Photocure has estimated this asset to have a useful life of 10 years from the transaction date, and the intangible asset is depreciated on a straight-line basis over this period. The net book value of the customer relationships as of December 31, 2025, is NOK 79.2 million.Goodwill amounts to NOK 144 million and is not depreciated but is tested for impairment as of the end of December 2025. The impairment analysis confirms the goodwill value, given the performance in 2025 and future growth opportunities that are expected to align with forecasts prepared in connection with the transaction.
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Group and parent | Customer relations | Goodwill |
(Amounts in NOK 1 000) | ||
Accumulated cost at 31 December 2021 | 166 720 | 144 000 |
Additions | - | - |
Accumulated cost at 31 December 2022 | 166 720 | 144 000 |
Additions | - | - |
Accumulated cost at 31 December 2023 | 166 720 | 144 000 |
Additions | - | - |
Accumulated cost at 31 December 2024 | 166 720 | 144 000 |
Additions | - | - |
Accumulated cost at 31 December 2025 | 166 720 | 144 000 |
Accumulated depreciation at 31 December 2021 | 20 840 | - |
Amortization and impairment | 16 672 | - |
Accumulated depreciation at 31 December 2022 | 37 512 | - |
Amortization and impairment | 16 672 | - |
Accumulated depreciation at 31 December 2023 | 54 184 | - |
Amortization and impairment | 16 672 | - |
Accumulated depreciation at 31 December 2024 | 70 856 | - |
Amortization and impairment | 16 672 | - |
Accumulated depreciation at 31 December 2025 | 87 528 | - |
Book value at 31 December 2021 | 145 880 | 144 000 |
Book value at 31 December 2022 | 129 209 | 144 000 |
Book value at 31 December 2023 | 112 536 | 144 000 |
Book value at 31 December 2024 | 95 865 | 144 000 |
Book value at 31 December 2025 | 79 192 | 144 000 |
The carrying amount of goodwill is allocated to the acquired business in Europe at NOK 144 million. The recoverable amount has been determined based on its value in use.
The impairment test is based on cash flow projections for the business related to the investment, using the most recent financial forecast. The main assumptions are:
Sales growth and related expenses are based on current penetration and future growth potential as assessed by management. This assessment considers experiences from high-growth markets as well as more mature markets within the company portfolio.
With minor exceptions, sales are in Euro. The assumed exchange rate in the forecast projection for NOK/EUR is 11.8, compared to an exchange rate of 11.7 used for the 2024 testing.
The impairment test is based on a 10-year cash flow projection, excluding the terminal year. A 10-year period is applied as it reflects changes in hospital practices driven by the product and the low churn experienced in other markets.
The applied discount rate for the testing is 22.0% post-tax, equal to the discount rate in the 2024 testing.
The applied tax rate is 22%.
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Annual Report Photocure – Results 2025
14. PROPERTY, PLANT, EQUIPMENT, INTANGIBLES AND LEASE ASSETS
(Amounts in NOK 1 000)
Group | Intangible assets | Right-of-use | Machinery and Equipment | |||
Registry intangible | ||||||
Other intangible assets | Office Lease | |||||
Medical & manu- facture | Office | Total | ||||
Accumulated cost at 31 December 2021 | - | 4 933 | 31 062 | 776 | 9 348 | 46 119 |
Additions | - | 1 133 | 3 498 | 78 | 3 532 | 8 241 |
Disposals and lease expiry | - | - | -83 | - | -1 797 | -1 880 |
Accumulated cost at 31 December 2022 | - | 6 066 | 34 477 | 854 | 11 083 | 52 480 |
Additions | 8 250 | 1 510 | 2 582 | 260 | 2 371 | 14 973 |
Disposals and lease expiry | - | - | -8 324 | - | - | -8 324 |
Accumulated cost at 31 December 2023 | 8 250 | 7 576 | 28 735 | 1 114 | 13 454 | 59 129 |
Additions | 9 240 | 1 286 | 5 083 | - | 3 034 | 18 643 |
Disposals and lease expiry | - | - | - | - | -354 | -354 |
Accumulated cost at 31 December 2024 | 17 490 | 8 857 | 33 818 | 1 114 | 16 134 | 77 418 |
Additions | 3 549 | 14 913 | - | 154 | 391 | - |
Disposals and lease expiry | - | - | -1 412 | - | - | - |
Accumulated cost at 31 December 2025 | 21 039 | 23 770 | 32 406 | 1 268 | 16 525 | 95 008 |
Accumulated depreciation at 31 December 2021 | - | 3 778 | 2 371 | 442 | 5 954 | 12 545 |
Amortization and depreciation | - | 615 | 5 779 | 161 | 1 151 | 7 706 |
Disposals and lease expiry | - | - | 236 | - | -486 | -250 |
Accumulated depreciation at 31 December 2022 | - | 4 393 | 8 386 | 603 | 6 619 | 20 001 |
Amortization and depreciation | 849 | 1 178 | 6 729 | 145 | 2 113 | 11 014 |
Disposals and lease expiry | - | - | -5 420 | - | - | -5 420 |
Accumulated depreciation at 31 December 2023 | 849 | 5 571 | 9 695 | 748 | 8 732 | 25 595 |
Amortization and depreciation | 3 091 | 1 204 | 5932 | 104 | 1 794 | 12 125 |
Disposals and lease expiry | 252 | 11 | 1918 | 1 340 | 3 521 | |
Accumulated depreciation at 31 December 2024 | 4 192 | 6 786 | 17 545 | 852 | 11 866 | 41 241 |
Amortization and depreciation | 4 497 | 1 138 | 5 608 | 55 | 1 502 | 12 800 |
Disposals, lease expiry and currency adjustments | -585 | 5 | -629 | - | -25 | -1 234 |
Accumulated depreciation at 31 December 2025 | 8 104 | 7 929 | 22 524 | 907 | 13 343 | 52 807 |
Book value at 31 December 2022 | - | 1 673 | 26 091 | 251 | 4 464 | 32 479 |
Book value at 31 December 2023 | 7 401 | 2 000 | 19 040 | 366 | 4 722 | 33 529 |
Book value at 31 December 2024 | 13 298 | 2 071 | 16 273 | 262 | 4 268 | 36 173 |
Book value at 31 December 2025 | 12 935 | 15 840 | 9 882 | 361 | 3 182 | 42 201 |
PPE are depreciated on a straight-line basis over the estimated useful life of the asset as follows | ||||||
4 years | 3 - 5 years | Contract period | 3 - 5 years | 3 - 5 years |
The registry intangible, with a net book value of NOK 12.9 million, is recorded in the Photocure Inc accounts. The right-of-use assets include a net book value of NOK 4.9 million in Photocure Inc and NOK 0.8 million in Photocure GmbH. Machinery and equipment have a net book value of NOK 1.7 million in Photocure Inc and NOK 0.5 million in Photocure GmbH. The remaining assets belong to the parent company.
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Right-of-use assets (Lease) | 31-Dec-24 | 31-Dec-25 | ||||
(Amounts in NOK 1 000) | Discount rate | Contract value | Expiry | New/increase contracts | Remeasure | Contract value |
Right-of-use office contract Norway | 3.15 % | 14 340 | - | 14 340 | ||
Right-of-use office contract US | 3.70 % | 12 822 | (1 439) | 11 383 | ||
Right-of-use office contract Germany | 1.40 % | 1 936 | 8 | 1 944 | ||
Right-of-use office company car fleet Germany | 1.40 % | 4 720 | 19 | 4 739 | ||
Total lease assets | 33 818 | 32 406 |
The right-of-use assets comprise office lease contracts covered by IFRS 16, including lease contracts for the company car fleet in Germany. The calculation of the lease asset excludes utility services shared by the tenants.The parent company has a 6-year rental agreement for office premises at Hoffsveien 4 in Oslo, starting September 1, 2021, and ending August 31, 2027. The agreement gives Photocure an option to extend the rental period by 4 years. The rent amounts to NOK 2.9 million for the period from January 1, 2026, to December 31, 2026. The rent for the remaining period until the expiry of the agreement amounts to NOK 7.6 million.On December 13, 2021, Photocure Inc signed a lease amendment to move to a new office of 5,212 square feet in Carnegie Center and to extend the lease term by six years, with an expiration date of December 31, 2028. The lease commitment is NOK 11.2 million (USD 1.1 million) at a 3.7% discount rate. The rent commitment for the period from January 1, 2026, to December 31, 2026, is NOK 2.2 million, while the rent for the remaining period until the expiry of the agreement amounts to NOK 8.9 million.Photocure GmbH entered into a new office lease agreement in Düsseldorf from January 1, 2024, ending December 31, 2026. The lease commitment is NOK 1.9 million, and the rent commitment for the period from January 1, 2026, to December 31, 2026, is NOK 0.8 million. The standard lease period for the car fleet in Germany is 36 months. As of December 31, 2025, Photocure GmbH had 10 lease agreements with an average remaining lease term of 18.44 months.
15. SUBSIDIARIES
(Amounts in NOK 1,000)
Company
Country
Ownership
Book value
31-Dec-25
31-Dec-24
31-Dec-25
31-Dec-24
Photocure Inc.
USA
100 %
100 %
25 449
22 596
Photocure GmbH
Germany
100 %
100 %
3 925
3 388
Photocure SAS
France
100 %
100 %
782
641
Photocure Canada Inc.
Canada
100 %
100 %
-
-
Photocure Srl
Italy
100 %
0 %
118
-
Total subsidiaries
30 274
26 626
16. INVENTORIES
(Amounts in NOK 1 000)
Group
Parent
31-Dec-25
31-Dec-24
31-Dec-25
31-Dec-24
Raw materials
4 216
2 022
4 216
2 022
Resale products
6
6
6
6
Semi-finished and finished goods
40 152
37 508
37 141
34 466
Total inventories
44 373
39 536
41 362
36 494
The raw materials inventory consists of active substances for pharmaceutical products. Raw materials are valued at cost. Finished and semi-finished goods are valued at full manufacturing cost. Consumption is accounted for in accordance with the FIFO principle. Obsolete goods are written down to net realizable value. Provisions and write-downs of inventories are included in the cost of goods sold in the income statement.
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Annual Report Photocure – Results 2025
17. FINANCIAL RISK
The note describes the Company’s various financial risks and their management. Additionally, it includes numerical presentations of risks associated with financial risks.
(I) Organization of Financial Risk ManagementPhotocure operates internationally and is exposed to various financial risks, including currency risk, interest rate risk, commodity price risk, liquidity risk, and credit risk. Responsibility for managing these financial risks lies with the company’s management, encompassing financing, interest rate and currency management, as well as risks within business areas and those associated with the company’s business processes. Financial risk is also monitored by the Board of Directors.
Centralized Risk ManagementPhotocure has a centralized finance department that ensures the company’s financial flexibility for both long-term and short-term actions. This department monitors and manages financial risk in collaboration with the individual business units within the company. The finance department maintains communication with the company’s banking partners and executes hedging transactions related to interest and currency when necessary. Required authorizations for borrowing and entering into derivative agreements are granted by the Board of Directors. Any transactions involving financial instruments are supported by an underlying commercial hedging requirement.
Commercial Operations – Production, Sales, and MarketingPhotocure manufactures, markets, and sells its products through its own sales organization in Europe and North America, as well as through license partners in other countries. Revenues from license partners consist of two elements: sales of products to license partners and milestone revenues. Photocure manufactures its products through renowned contract manufacturers in Italy, Spain, the Netherlands, and Austria. The prices of raw materials are a risk factor. Photocure’s commercial operations in North America expose the company to currency risk against USD/CAD, as both revenues and expenses are in USD/CAD. The same applies to commercial operations in Europe, which are mostly in Euros. Currency risks are partly naturally hedged by purchasing goods and services in EUR and USD.
(II) Classes of financial risk
Interest Rate RiskPhotocure has an interest-bearing earnout liability from 2020, with an original interest rate equal to the internal rate of return for the investment project, which has since been adjusted according to changes in interest rate levels. Additionally, Photocure has interest-bearing leasing and pension liabilities. The long-term bank loan, which was settled in 2023, had a floating interest rate, and 90% of the loan was state-guaranteed.
The company’s risk related to interest income is mainly associated with its holdings of cash and cash equivalents. The main strategy is to diversify the risk by investing in money market funds and bond funds with low risk, high liquidity, and short duration. More than 90% of the investments are denominated in NOK and are not hedged.
Liquidity and Funding RiskThe Company monitors its cash flows from both long-term and short-term perspectives through planning and reporting. Photocure does not have any loan agreements that involve covenants or other restrictions. Photocure uses a multi-currency consolidated bank account system that provides flexibility in drawing on multiple currencies. The company may require new capital in the future, and adequate sources of capital funding may not be available when needed or may not be available on favorable terms.
A main objective of Photocure’s financial policy is to ensure that the company has the financial freedom to act both short-term and long-term to achieve strategic and operational goals. Photocure’s policy is to have sufficient funds to cover known capital requirements for the forthcoming 12 months, in addition to maintaining a strategic reserve. Photocure follows a low-risk investment strategy for its liquid funds. The return on these liquid funds depends on the interest rates in the money markets and will therefore vary over time.
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The following table presents an overview of the maturity structure of the Group’s financial obligations, based on non-discounted contractual payments:
Remaining period | |||||
(Amounts in NOK 1 000) | Less than 1 month | 1–3 months | 3–12 months | 1–5 years | Total |
31-Dec-25 | |||||
Accounts payable | 29 279 | 718 | 29 997 | ||
Withholding tax and social securities | 2 411 | 2 411 | |||
Other current liabilities | 29 218 | 18 261 | 25 565 | 73 044 | |
Loan and lease liabilities | 11 268 | 33 804 | 103 795 | 148 867 | |
31-Dec-24 | |||||
Accounts payable | 18 767 | 676 | 19 443 | ||
Withholding tax and social securities | 2 594 | 2 594 | |||
Other current liabilities | 30 272 | 18 920 | 26 487 | 75 678 | |
Loan and lease liabilities | 11 173 | 33 519 | 104 599 | 149 291 |
Currency risk As NOK is the Company’s presentation currency, Photocure is exposed to translation risk associated with its foreign net exposure. Photocure’s revenues and costs are incurred in different currencies, primarily EUR and USD, exposing the company to exchange rate fluctuations. The company regularly monitors the need for hedging large transactions. Bank accounts in foreign currencies are actively used to reduce exposure to all main currencies, and currency risk is somewhat naturally hedged in EUR and USD, by having both revenues and costs in the same currency. However, in both 2025 and 2024, Photocure had a cash surplus in EUR and a cash deficit in USD. The Company did not enter into any currency hedging contracts during 2025.
The following table shows the Company’s sensitivity to potential changes in the NOK exchange rate, assuming all other factors remain constant. The calculation is based on the same change relative to all relevant currencies. The effect on the income statement arises from changes in the value of monetary items.
(Amounts in NOK 1 000) | Change in the NOK exchange rate | Effect on operating profit/loss |
2025 | +/- 10 % | +/-10.205 |
2024 | +/- 10 % | +/-12.451 |
2023 | +/- 10 % | +/-15.374 |
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Annual Report Photocure – Results 2025
18. FAIR VALUE
The table below provides an overview of financial assets recognized in the balance sheet at fair value according to the valuation method. The different levels are defined as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.Level 2: Valuation techniques using observable inputs other than quoted prices included in Level 1, either directly (i.e., as prices) or indirectly (i.e., derived from prices of equivalent items).Level 3: Valuation techniques using inputs that are not based on observable market data.
(Amounts in NOK 1 000) | ||||
Market value hierarchy | Level 1 | Level 2 | Level 3 | Total |
Money market funds | 197 214 | 197 214 | ||
Earnout liability, ref note 22 | (100 083) | (100 083) | ||
Total | 197 214 | - | (100 083) | 97 131 |
19. RECEIVABLES
The company’s maximum credit risk associated with financial instruments corresponds to gross receivables. In a hypothetical situation where no receivables are actually paid, this would correspond to:
(Amounts in NOK 1 000) | Group | Parent | ||
31-Dec-25 | 31-Dec-24 | 31-Dec-25 | 31-Dec-24 | |
Accounts receivable | 74 919 | 66 856 | 41 363 | 36 486 |
Accounts receivable intercompany | - | - | 32 825 | 19 696 |
Total | 74 919 | 66 856 | 74 188 | 56 182 |
Prepaid expenses | 19 438 | 18 367 | 10 840 | 11 297 |
Other receivables and deposits | 7 678 | 5 370 | 1 011 | 469 |
Total other receivables | 27 116 | 23 737 | 11 851 | 11 767 |
Loan to the subsidiary is disclosed in Note 10.
Age breakdown of group accounts receivable | Not yet due | 0–30 days | 30–60 days | 60–90 days | Over 90 days | Total |
31 December 2025 | 21 604 | 15 653 | 30 592 | 2 909 | 4 161 | 74 919 |
31 December 2024 | 42 760 | 15 115 | 3 923 | 4 722 | 335 | 66 856 |
Photocure’s sales are primarily to hospitals, pharmacies, and wholesalers in Europe and North America.
Photocure has implemented the expected loss model under IFRS 9 for trade receivables. The expected loss as of December 31, 2025, amounts to NOK 1.2 million. Realized bad debt losses in 2024 and 2025 have been immaterial. Credit risk and foreign exchange risk related to trade accounts receivable are discussed in more detail in Note 17.
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20. cash and short term deposits
(Amounts in NOK 1 000) | Group | Parent | ||
31-Dec-25 | 31-Dec-24 | 31-Dec-25 | 31-Dec-24 | |
Cash and cash equivalents, restricted | 4 242 | 5 018 | 4 242 | 5 018 |
Cash and cash equivalents, non-restricted | 37 438 | 88 323 | 10 018 | 53 871 |
Money market funds, non-restricted | 197 214 | 200 511 | 197 214 | 200 511 |
Total | 238 894 | 293 852 | 211 474 | 259 400 |
Money market funds are considered cash equivalents because they are readily convertible to known amounts of cash and are held for the purpose of meeting short-term cash commitments.
Restricted cash and cash equivalents as of December 31, 2025, include NOK 1.4 million for employees’ withholding tax security, with the remaining amount referring to a deposit for office rent.
21. SHARE CAPITAL
Amounts that are distributed to or contributed by shareholders are included directly in the equity. The Group’s equity is increased in direct relation to the cost of share-based remuneration for employees.
The nominal value of treasury shares is presented in the balance sheet as a negative equity element. The net purchase price is entered as a reduction of other paid-in equity. Profits or losses on transactions in treasury shares are not included in the income statement.
Transaction charges in connection with equity transactions are included directly in equity after deduction for tax. Only transaction charges that are directly attributable to the equity transaction are included directly in equity.
Registered share capital in Photocure ASA amounted to:
No. of shares | Nominal value per share NOK | Share capital in NOK | |
Share capital at 31 December 2024 | 27 120 820 | 0,50 | 13 560 410 |
Share capital at 31 December 2025 | 27 120 820 | 0,50 | 13 560 410 |
Treasury shares: | |||
Holdings of treasury shares at 31 December 2024 | 15 122 | 7 561 | |
Buy-back of treasury shares | 500 000 | 0.50 | 250 000 |
Transfer of restricted shares to employee | -974 | 0.50 | -487 |
Holdings of treasury shares at 31 December 2025 | 514 148 | 257 074 |
All shares have equal rights. Ordinary shares are classified as equity. Expenses that are directly attributable to the issue of ordinary shares are included as a reduction of equity.
At the General Meeting 5 May 2025, the Board of Directors of Photocure ASA was granted authorisation to purchase treasury shares to 2.7 million shares. The basis for this authorisation to purchase treasury shares is the desire by the Board of Directors to increase the liquidity of the Company’s shares and in connection with the incentive schemes.
All authorisations are valid up until the Ordinary General Meeting in 2026. Previously issued authorisations have expired.
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Annual Report Photocure – Results 2025
The table below indicates the status of authorizations at 31 December 2025:
Purchase, treasury shares | |
(Figures indicate the number of shares) | |
Authorisation issued at the General Meeting on 5 May 2025 | 2 712 082 |
Purchase of treasury shares after 5 May 2025 | - |
Remaining under authorisations at 31 December 2025 | 2 712 082 |
2 860 513 share options have been allocated to employees 31 December 2025 (see note 6).
Ownership structureThe major shareholders in Photocure as of 31 December 2025 were:
Shares | Shareholding | |
Morgan Stanley & Co. LLC | 5 495 445 | 20.3 % |
Skandinaviska Enskilda Banken AB | 2 000 000 | 7.4 % |
Skandinaviska Enskilda Banken AB | 977 932 | 3.6 % |
Nordnet Bank AB | 675 587 | 2.5 % |
MP Pensjon PK | 618 418 | 2.3 % |
J.P. Morgan SE | 557 835 | 2.1 % |
Photocure ASA | 514 148 | 1.9 % |
The Bank of New York Mellon SA/NV | 510 466 | 1.9 % |
J.P. Morgan SE | 500 000 | 1.8 % |
JPMorgan Chase Bank, N.A., London | 487 015 | 1.8 % |
Nordnet Livsforsikring AS | 468 408 | 1.7 % |
Skandinaviska Enskilda Banken AB | 453 122 | 1.7 % |
Verdipapirfondet klpAksjenorge IN | 284 546 | 1.0 % |
Skandinaviska Enskilda Banken AB | 274 644 | 1.0 % |
Avanza Bank AB | 247 864 | 0.9 % |
Vohra | 238 398 | 0.9 % |
Verdipapirfondet Storebrand Indeks | 206 020 | 0.8 % |
Verdipapirfondet DnbNorge Indeks | 205 088 | 0.8 % |
Verdipapirfondet KlpAksjenorge | 205 033 | 0.8 % |
Pivot Invest 2 As | 204 675 | 0.8 % |
Total of 20 largest shareholders | 15 124 644 | 55.8 % |
Treasury shares | 514 148 | 1.9 % |
Total other shareholders | 11 482 028 | 42.3 % |
Total number of shares | 27 120 820 | 100.0 % |
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Shares owned, directly or indirectly, by members of the Board of Directors, the President and CEO and senior management and their closely related associates as of 31 December 2025::**See note 6 for additional information about the share options.
Name | Position | No. of shares | No. of share options** |
Daniel Schneider | President & CEO | 99 689 | 577 500 |
Erik Dahl | Chief Financial Officer | 32 750 | 338 750 |
Anders Neijber | VP Global Medical Affairs and Clinical Development | - | 204 000 |
Anja Gossens-von der Heidt | Head of Global Human Resources | - | 90 000 |
Geoffrey Coy | VP and General Manager North America | 15 207 | 261 250 |
Jane Healy | VP & General Manager EMEA | - | 140 000 |
Dylan Hallerberg | Chairperson of the board | 150 000 | 36 390 |
Ghizlane Tagmouti | Board member | 25 000 | 16 475 |
Neal Shore | Board member | 13 500 | 20 448 |
22. LOAN TERMS AND REPAYMENT
(Amounts in NOK 1 000) | Currency | Nominal interest rate | Year of maturity | Loan amount 01.01 | Instal-ment and interest | Book value 31-Dec-25 | 1st year instal-ments |
Deferred consideration (Earnout) | NOK/EUR | 2030 | 126 761 | -40 580 | 109 988 | 9 905 | |
Right-of-use office contract Norway | NOK | 3.15 % | 2027 | 7 208 | -2 556 | 4 652 | 2 646 |
Right-of-use office contract US | USD | 3.70 % | 2028 | 6 002 | -2 088 | 4 879 | 1 974 |
Right-of-use office contract Germany | EUR | 1.40 % | 2026 | 933 | -765 | 698 | 698 |
Right-of-use company car fleet Germany * | EUR | 1.40 % | 2025 | 1 340 | -824 | 121 | 137 |
Total non-current liabilities | 142 244 | 120 337 | 15 360 |
*There are seperate lease agreements for each lease subject
Hexvix sales, marketing, and distribution rights in Europe and other markets previously controlled by Ipsen Pharma SAS (Ipsen) were acquired by Photocure on October 1, 2020. Under the final agreement, Photocure paid Ipsen EUR 15 million upon transfer on October 1, 2020. Additionally, Ipsen receives a deferred consideration of 15% of sales (years 1-7 post-transfer) and 7.5% of sales (years 8-10) in the former Ipsen major markets. The deferred consideration is paid as quarterly earnout payments in EUR after the close of each quarter.The fair value of the deferred consideration is driven by future expected sales and is remeasured on a yearly basis. There was no remeasurement as of December 31, 2025. The remeasurement for 2023 resulted in an increase in fair value of NOK 1.4 million. Photocure has discounted the estimated earnout payments by an IRR aligned with the investment project, adjusted for changes in borrowing interest levels. This IRR is deemed appropriate as a discount rate for the earnout payments since the level of the payments will be subject to the same risk factors as the cash flow prognosis for the acquisition as a whole. Future sales, given performance in 2025 and growth opportunities going forward, are expected to align with forecasts prepared in connection with the transaction.Photocure has remeasured the earnout liability in NOK and based the forecasted cash flow on a fixed exchange rate of EUR/NOK 11.8, compared to an exchange rate of 11.7 in the prior year’s remeasurement.The agreement with Ipsen established a floor revenue for the earnout from 2022 to the end of the forecast period, with no upper cap on revenue. The total undiscounted amount of the earnout may range from NOK 129 million to NOK 207 million, depending on revenue and the development of the exchange rate between EUR and NOK. In the sensitivity analysis, revenue has been varied within a range of -25% to +25% compared to the base case. Based on this analysis, the corresponding net present value of the liability may decrease or increase by approximately NOK 25 million.
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Annual Report Photocure – Results 2025
The disclosures in this note cover both the Group and the Parent Company. The earn-out liability, financial loan and the Oslo office lease are accounted for in the Parent Company
Group & Parent
Earnout liability | Financial loan bank | Office Lease Oslo | Office Lease Princeton, US | Office and car Lease Germany | Total | |
Accumulated 31 December 2022 | 142 709 | 12 500 | 11 433 | 9 592 | 6 013 | 182 247 |
Proceeds from loans and borrowing | 1 023 | 1 023 | ||||
Loan repayment and earnout instalments | -8 940 | -12 500 | -21 440 | |||
Payment of lease liabilities | -2 427 | -1 360 | -2 794 | -6 581 | ||
Total changes from financing | -8 940 | -12 500 | -2 427 | -1 360 | -1 771 | -26 998 |
Remeasurerd liability | 2 472 | 758 | -1 | 631 | 3 860 | |
Terminated lease liability | -3 282 | -3 282 | ||||
New lease liability | - | |||||
Interest expense | 25 424 | 209 | 332 | 273 | 99 | 26 336 |
Interest paid | -25 581 | -209 | -332 | -273 | -99 | -26 493 |
Total liability related changes | 2 315 | - | 758 | -1 | -2 651 | 421 |
Accumulated 31 December 2023 | 136 084 | - | 9 764 | 8 231 | 1 591 | 155 670 |
1th year instalments | -8 404 | - | -2 889 | -1 745 | -980 | -14 017 |
Accumulated 31 December 2023 | 136 084 | - | 9 764 | 8 231 | 1 591 | 155 670 |
Proceeds from loans and borrowing | 2 284 | 2 284 | ||||
Loan repayment and earnout instalments | -10 554 | -10 554 | ||||
Payment of lease liabilities | -2 556 | -1 733 | -1 650 | -5 939 | ||
Total changes from financing | -10 554 | - | -2 556 | -1 733 | 634 | -14 209 |
Remeasurerd liability | 537 | 829 | 48 | 1 414 | ||
Terminated lease liability | - | |||||
Interest expense | 27 292 | - | 308 | 278 | 157 | 28 035 |
Interest paid | -26 580 | - | -308 | -278 | -157 | -27 323 |
Total liability related changes | 1 249 | - | - | 829 | 48 | 2 126 |
Accumulated 31 December 2024 | 126 779 | - | 7 208 | 7 327 | 2 273 | 143 587 |
1th year instalments | -9 636 | - | -2 631 | -1 795 | -1 722 | -15 784 |
Accumulated 31 December 2024 | 126 779 | - | 7 208 | 7 327 | 2 273 | 143 587 |
Proceeds from loans and borrowing | -16 006 | -16 006 | ||||
Loan repayment and earnout instalments | - | |||||
Payment of lease liabilities | -2 556 | -2 088 | -1 589 | -6 233 | ||
Total changes from financing | -16 006 | - | -2 556 | -2 088 | -1 589 | -22 239 |
Remeasurerd liability | -209 | -361 | 135 | -435 | ||
Terminated lease liability | - | |||||
Interest expense | 23 997 | - | 308 | 268 | 97 | 24 671 |
Interest paid | -24 574 | - | -308 | -268 | -97 | -25 247 |
Total liability related changes | -786 | - | - | -361 | 135 | -1 012 |
Accumulated 31 December 2025 | 109 987 | - | 4 652 | 4 878 | 819 | 120 337 |
1th year instalments | -9 905 | - | -2 631 | -1 974 | -1 722 | -16 232 |
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23. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
(Amounts in NOK 1 000) | Group | Parent | ||
31-Dec-25 | 31-Dec-24 | 31-Dec-25 | 31-Dec-24 | |
Accounts payable | 29 997 | 19 443 | 24 990 | 15 299 |
Accounts payable intercompany | - | - | 90 664 | 50 463 |
Total | 29 997 | 19 443 | 115 654 | 65 762 |
Accrued bonus, holiday pay, salaries | 43 927 | 44 184 | 22 699 | 21 665 |
Short-term payable, intercompany | - | - | - | 6 402 |
Miscellaneous other accrued costs | 19 212 | 21 861 | 10 856 | 8 035 |
Total other current liabilities | 63 139 | 66 045 | 33 555 | 36 102 |
The incurred earnout liability is for net sales in the last quarter. Accrued bonus, holiday pay, and salaries include accruals for the estimated annual bonus as of December 31, 2025. The final annual bonus for the Group will be decided by the Board of Directors.
24. SUBSEQUENT EVENTS
In February 2026, the marketing authorization application (MAA) for Cevira was accepted for review by the European Medicines Agency (EMA). In March 2026, Asieris received the Drug Registration Certificate from China’s National Medical Products Administration (NMPA), enabling commercial launch in China. The company has also reached an agreement with the U.S. FDA on the design of a separate Phase III trial to support Cevira’s potential U.S. approval.
There are no other subsequent events after December 31, 2025, that had any material impact on the Financial Statements.