Annual Report 2022
Fiven Annual Report 2022
Content
A worldwide leader 4
Key financials 5
2022 Highlights 6
Navigating Challenges to Achieve Strong Financial
Performance and Drive Sustainability 8
Board and Management 11
Mission, Vision and Values 12
Corporate Social Responsibility 14
Board of Directors’ Report 18
Consolidated financial statements 26
Fiven ASA financial statements 80
Auditor’s report 98
Appendix to Fiven 2022 Annual report -
Alternative Performance Measures (APMs) 104
Arendal,
Norway
Hody,
Belgium
Oslo,
Norway
Cologne,
Germany
Pittsburgh, PA,
USA
Shanghai,
China
Lillesand,
Norway
Barbacena,
Brazil
4 A worldwide leader
A worldwide leader
€192.3 M
Revenue
1 January - 31 December 2022
>400
Customer groups
428
Employees
€61.5 M
EBITDA Adjusted
1 January - 31 December 2022
4
Production
Sites
As worldwide leader in the production of silicon carbide
grains and powders, Fiven is dedicated to delivering
innovative and sustainable solutions for the current and
future industries.
Selling to 49 countries on 5 continents
4 production sites
4 office locations
Revenue breakdown
25%
75%
Customized share
of sales in 2022
Standard share
of sales 2022
South America
5%
41%
39%
16%
Europe
Asia
North America
12%
39%
49%
Fiven Brazil
Fiven Norway
Fiven Belgium
P&L Euro Millions 2022 Restated 2021
3
Revenue 192.3 127.4
Adjusted EBITDA
1
61.5 24.4
Net Income (loss)
2
53.7 7.4
Balance sheet Euro Millions 2022 Restated 2021
Assets 189.0 146.3
Cash and Cash Equivalents 18.9 23.6
Cash flow Euro Millions 2022 Restated 2021
Cash flow from operations 41.5 15.2
Cash flow from investments (7.6) (5.3)
Cash flow from financing activities (38.7) (9.3)
1
Adjusted EBITDA excludes non-recurring/non-financial items and monitoring fees
2
Of which 17463 kEUR come from changes in the fair value of the financial instruments for power contracts (2021: 4446 kEUR).
3
Refer to Note 30 in the Financial Statement
Key financials 5
Key financials
Fiven Annual Report 2022
2022 Highlights
6 2022 Highlights
Milestones in Health &
Safety Practices
The Fiven Group is proud to celebrate two major milestones in
safety. Firstly, its Belgian operations have achieved five years
of accident-free operation, reinforcing Fiven's commitment
to health and safety. Secondly, its Brazilian operations have
gone one year without a workplace accident, a testament to
the hard work and dedication of the company's employees. The
success in safety is a reflection of Fiven's ongoing investment in
employee training and awareness, as well as its commitment to
health and safety.
Fiven Receives EcoVadis Silver Medal
for the Second Year
We are proud to announce that the Fiven Group has once again
received the EcoVadis Silver Medal for sustainability. This certifi-
cation evaluates a company's environmental, social, and ethical
performance, and places Fiven in the top 25% of all companies
assessed by EcoVadis. This year's recognition showcases our
continued commitment to sustainability. We remain dedicated
to enhancing our sustainability program and will be reassessed
annually to further improve our results.
Fiven Annual Report 2022
2022 Highlights 7
Finishing of Tree Planting Project &
Opening of a Tree Nursery
Fiven Group is dedicated to becoming a fully sustainable silicon
carbide manufacturer and is taking concrete steps towards
this goal. In 2022, the company finished planting 116,000 tree
seedlings in Brazil, capturing 8,000 tons of CO2 per year and
promoting the growth of native fauna and flora. Fiven is also
committed to environmental education, partnering with the
municipality to create a tree nursery and distribute 10,000 native
seedlings annually to citizens, while supporting planting efforts
and environmental education. With a shared vision for a greener
and healthier world, Fiven is leading the way in sustainable
manufacturing practices.
Divesture of
Venezuelan Activities
The Fiven Group has successfully divested its activities in
Venezuela. The decision comes after months of political
instability and administrative hurdles, which made it difficult
for Fiven to continue operations in the country. Divesting from
Venezuela has allowed Fiven to reduce its exposure to the risks
associated with doing business in a politically unstable and
uncertain environment.
Fiven Annual Report 2022
Record Breaking Year for Fiven:
Navigating Challenges to Achieve
Strong Financial Performance and
Drive Sustainability
8 Navigating Challenges to Achieve Strong Financial Performance and Drive Sustainability
Fiven Annual Report 2022
Fiven was already facing the aftermath of fluctuating raw
material prices and energy costs due to the supply chain dis-
ruptions caused by the COVID-19 pandemic. In the face of this
challenge, we remained focused on managing our costs while
also considering how inflationary tendencies could be passed on
to the market where possible. This required a strategic and agile
approach to balancing the needs of the business and the mar-
ket, with a constant focus on maintaining a competitive edge.
To maintain a competitive edge, Fiven has also focused on its
innovation projects and developed new solutions in collaboration
with its customers. This has led to the introduction of new prod-
ucts such as SIKA
®
Densitec S-Cast and SIKA
®
Densitec X-Form,
enabling the production of fully dense silicon carbide ceramic
parts using previously untested forming methods like slip casting,
extrusion and 3D printing. Another innovation is the development
of Fiven's Boron Carbide powders for technical ceramics, which
offer unprecedented purity from free carbon as graphite. Lastly,
I am happy to announce that our SIKA e-SiC
®
high-purity silicon
carbide is in the final stage of qualification at customers, and we
are recognizing increased demand from global customers in the
semiconductor market for power electronics.
With regards to the structure of the organization, Fiven was
able to successfully divest its activities in Venezuela in 2022,
with political instability and various bureaucratic and admin-
istrative challenges as the primary reasons for the decision.
The divestment proves to be beneficial for us in several ways.
Firstly, it enables us to focus our resources and attention on
areas of the business that are more conducive to growth and
profitability. Secondly, divesting from Venezuela allows us to
reduce our exposure to the risks associated with doing business
in a politically unstable and uncertain environment. Finally, the
move to divest also helps to streamline our operations, leading
to greater efficiency and cost savings.
The founding of FIVEN North America, Inc. in the US has had
a positive impact on the company as well, as evidenced by
increased sales in 2022 within North America. The establishment
of this subsidiary has allowed Fiven to better serve its custom-
ers in the region.
Fiven is proud to announce a record-breaking performance in
terms of turnover and Adjusted EBITDA. With total revenues
of 192.3 million Euros and an Adjusted EBITDA of 61.5 million
Euros. However, we recognize that this achievement is only the
beginning and sets a high standard for us to maintain. Despite
a slowdown in certain markets, such as construction, we have
seen a surge in demand from the defense, semiconductor and
energy sectors. We are poised to capitalize on these opportuni-
ties and continue our growth trajectory.
Sustainability is a top priority for us, and we are proud to have
once again received the EcoVadis Silver Rating, which reflects
our commitment to environmental responsibility. Despite the
challenges posed by an inflationary economy and rising costs,
we remain dedicated to investing in sustainability initiatives. Our
goal is to achieve net-zero emissions by 2050 in our facilities,
and we are determined to find creative and effective ways to
meet this objective.
On behalf of the entire team at our company, I am grateful
for your ongoing support and investment. It is a privilege to
have you as a part of our journey towards continued success.
Your confidence in our abilities drives us to deliver exceptional
performance. We look forward to our continued partnership and
a bright future together.
Falk Ast
Chairman of the Board
Fiven ASA
The year 2022 will be remembered as a turning point in history. The conflict in
Ukraine has caused immense suffering and has highlighted the vulnerability of
Europe's supply chain, which relies heavily on raw materials from Russia. The
immediate economic impacts included a sharp rise in energy and material costs.
Navigating Challenges to Achieve Strong Financial Performance and Drive Sustainability 9
Fiven Annual Report 2022
10 Board and Management
Fiven Annual Report 2022
Board and Management
Helén Borchgrevink
Member of the Board of Fiven ASA
Isabelle Bouteille
General Manager Belgium
Falk Ast
Chairman of the Board Fiven ASA
Terrance Blanchard
COO Fiven Group
General Manager Norway
Trygve Eidet
CRO Fiven Group
Stein Erik Ommundsen
CFO Fiven Group and General
Manager Fiven ASA
Thiago Barros
General Manager Brazil &
Sales Director Americas
Betty Lunøe Åsheim
CCO Fiven Group
Member of the Board of Fiven ASA
Sabine Radoux
Chief Sustainability Officer
Board and Management 11
Fiven Annual Report 2022
Mission, Vision and Values
Fiven is guided by its mission, vision, and values.
We act on these to establish the governing principles
of the management across the Group.
We are living in times of rapid technological shifts. Cars drive autonomously and are powered by electrical engines, our
energy is increasingly coming from regenerative resources, industries and homes get smarter, and the climate change
is bringing up ever more challenges. At Fiven we work together with our customers on enabling current and future
technologies that shape the world around us.
Commitment to Environment,
Health and Safety
No matter where we produce, we
always apply the same high standards
to ensure safe and healthy working
conditions with the least impact on
our environment.
Reliability
of Supply
Finding and qualifying the right
supplier can be costly. With Fiven,
our customers have a reliable source
that has been in the market for years.
As the biggest producer of silicon
carbide, we can meet large or sudden
demands.
Consistency
of Quality
We know that the success of our
customers’ products depends on
high-quality resources. Therefore, we
take several measures to make sure
each shipment fits their specifications.
Our Six Key Values
12 Mission, Vision and Values
Fiven Annual Report 2022
Mission
We shape industries
Vision
Fiven is committed to delivering innovative
and sustainable solutions for the industries
of today and tomorrow
Innovation in conjunction
with our customers
(co-development)
We will develop a tailor-made solution
together with our customers. It allows
them to optimize their raw material to
reach maximum performance.
Respect of confidentiality
for each customer
Working closely together makes trust
crucial. We want our customers to feel
comfortable sharing their information
with us. Their information is safe,
and we will not disclose it with other
businesses outside the Fiven Group.
Local presence
combined with worldwide
excellence standards
We stand by and support our cus-
tomers that are producing around the
world, and as they look to expand their
business to other countries.
Mission, Vision and Values 13
Fiven Annual Report 2022
Corporate Social Responsibility
Introduction by the Chairman
Our goal is to improve the impact we have on our surrounding societies.
Fiven is committed to limit all the adverse effects of its activities on society, the environment and people.
In 2022, we pursued our CSR journey, progressing on the five axes of our approach: social, local anchorage, business
ethics, environment, and health and safety. The sustainable Development Goals (SDG) created by the UN is a source of
inspiration and a global reference point for our CSR strategy.
Our new Code of Conduct including the Group’s principles, standards, and the moral and ethical expectations that all
employees and third parties are held to as they interact with the organization, is a new milestone in the strengthening
of our corporate governance.
Falk Ast, Chairman of the Board
Certification
All our Fiven entities are certified ISO 9001:2015, ISO 14001:2015
and ISO 45001:2018 meaning that all key production entities of
the Group have health and safety certifications:
• Fiven Norge AS: ISO 9001, ISO 14001, ISO 45001
• Carbeto de Silicio Sika Brazil: ISO 9001, ISO 14001, ISO 45001
• Materiaux Céramiques SA: ISO 9001, ISO 14001, ISO 45001
End of 2022, Fiven performed the second ESG self-assessment
by the company EcoVadis. EcoVadis awarded Fiven in January
2023 for the 2nd time with the Silver Medal with a score of
59/100 compared to 56/100 in 2021. The silver rating places
Fiven in the top 25 percent of all companies assessed by
EcoVadis. Fiven will be reassessed beginning of 2024
Our Principles
We live and are guided in our activities by our principles called the 'Fiven 5'. These principles are:
Adherence to these principles is a requirement for belonging to Fiven Group.
Respect – We treat
everybody with respect
independent of their
background, culture,
and origins.
Integrity – We are
honest people and have
strong moral principles
helping us to stay
undivided.
Solidarity – We stand
by each other and help
one another to reach
our common goals. We
encourage teamwork,
and we bring out the
best of each person.
Trust – We act with
trust in people’s hon-
esty and sincerity.
Transparency –
We foster a climate of
direct, honest, and open
communication.
14 Corporate Social Responsibility
Fiven Annual Report 2022
Health and Safety
Our goals stated in our HSE policy is ZERO accidents and safety
and health protection of all our employees. No matter the plant
location, all our people are protected following the same Fiven
standards.
In 2022, it was the first year, that no lost time accident was
reported within all Fiven entities, therefore the TF1 (defined as
the number of lost time accidents divided by the working hours
multiplied by 1000000) was at 0 compared to 1.9 in 2021. The
TF2, which is the frequency rate of lost time accident and non-
lost time accident (defined as the sum of lost time accidents
and non-lost time accidents divided by the working hours
multiplied by 1000000) increased to 2.6 compared to 1.9 in 2021.
This represents 3 non lost time accidents compared to 2 lost
time accident in 2021.
In August 2022, Fiven entity in Belgium reached five years with-
out lost time and non-lost time accident. In November 2022,
Fiven Brazil reached one year without lost time and non-lost
time accident.
During this year, the Group performed in Fiven Brazil and Fiven
Norge, Lillesand plant, an audit of the “Fiven Safety Roadmap”
which includes 29 standards that should be applied in all Fiven
plants. Fiven Brazil has reached the Label Level which means
they reach minimum 80% for the safety standards that are
specific to silicon carbide production and minimum 90% for the
standards called the ‘Fiven Stars’ which are permits to work,
subcontractors, working at height, log out tag out and machine
guarding standards.
0 3 13 55 3 666 1 910
Diversity
Fiven has more than 14 nationalities out of its 428 employees.
12.7%
LTA NLTA First Aid Near Misses Unsafe Acts/
Unsafe Conditions
SMAT
Corporate Social Responsibility 15
33% 67%
Female share of
the total FTE
Female share of
Fiven management team
Female share of
the board of directors
Fiven Annual Report 2022
Environment
Sustainability inked Bond key performance indicators, which are CO
2
and SO
2
emissions (expressed in tons/tons of crude produced) ,
volume of water withdrawals (in absolute value) achievement for 2022 are reported in the Sustainability Linked Bond progress report
2022 that is published on Fiven's website (www.fiven.com/company-information/investor-relations/reports).
Fiven entered this Sustainability Link Bond financing in 2021 to create a stronger link between our operations and how they affect the
environment that we operate in, and also to better align the objectives of our Environmental Roadmap with Fiven’s financing strategy.
The Group objective is to reduce these emissions by respectively 9 percent, 15 percent and 10 percent by 2025.
In connection with its Environmental Roadmap set up in 2020, the Group has pursued on implementing the different actions listed in
the roadmap. Fiven has made the following progress on the main projects and actions:
• Initiate the next step of the covering furnace project in Fiven Norge
• Initiate the project to cover furnaces in Fiven in Brazil
• Start to use biocarbon source in our Acheson furnaces in Brazil
• Completed the plantation of 116000 trees, mainly native, on Fiven land in Brazil
• Implementation of a tree nursery in Brazil, in collaboration with Barbacena Municipality and Nordesta company. 10 000 seedlings
will be grown every year and distributed to the city community. Environmental education and awareness programs will accompany
the people to whom seedlings will be donated.
SLB Goals by 2025
Environmental Roadmap
-9%
-9%
-20%
Net Zero
16 Corporate Social Responsibility
-15%
-10%
-20%
Net Zero
-10%
-15%
-30%
Net Zero
CO
2
/ tons of crude produce
Air
2025
2030
2050
SO
2
/ tons of crude produce
Water withdrawn
Water withdrawn
Non-recovered waste
Fiven Annual Report 2022
“In 2022, Fiven has achieved its objectives in the consolidation of its business ethics
axis and made very good progress on the environmental axis. 2023 will be a key
milestone for the major environmental projects initiated some years ago“
Sabine Radoux
Chief Sustainability Officer
Corporate Social Responsibility 17
Fiven Annual Report 2022
Board of Directors’ Report
About Fiven
Fiven is a global leader in silicon carbide (SiC), a material used in
a variety of industrial applications. SiC is recognized for superior
hardness, high thermal conductivity and chemical inertness,
making it the preferred material for demanding applications:
abrasive, metallurgy, filtration, technical ceramics and other
uses. Fiven product brand “SIKA” is recognized as a premium
brand with high quality and supply consistency.
Fiven ASA is headquartered in Oslo, Norway, and is the parent
company in the Fiven Group. The Group was established in 2019
in connection with the acquisition of the silicon carbide business
from Compagnie de Saint-Gobain S.A, and the operational
history can be traced back more than 100 years.
Fiven has manufacturing entities in Arendal and Lillesand
(Norway), Hody (Belgium) and Barbacena (Brazil). Fiven GmbH
located in Cologne (Germany) is a management office. In
February 2021 Fiven North America Inc. was established as
a wholly owned subsidiary with a sales representation office
operating in Pittsburgh (USA). There is also a sales representa-
tion office operating in Shanghai (China).
The Market
In 2022, mainly during the first half, the global economy exhib-
ited a more substantial recovery than anticipated. However, this
recovery was accompanied by unstable raw materials, energy
prices and disruptions in production chains. Fiven successfully
navigated the fast-changing market conditions and achieved
solid organic growth of 51 percent in total revenues YoY. To
mitigate the rising costs' impact, Fiven implemented a strict
price discipline.
The silicon carbide market is diverse, with varying trends across
regions and end-use industries. In Europe, the specialty market
segment experienced growth driven by increased demand from
the semiconductor and armor market. As a result, Fiven's revenues
from the specialty market in Europe rose by 30.5 percent YoY.
Additionally, the recovery in the construction and automotive
industries positively impacted the demand for metallurgy,
refractory, and abrasive products, resulting in a 35.2 percent
YoY increase in revenues.
In North America, Fiven substantially grew the sales of specialty
products, driven by ongoing co-development projects.
In Latin America, Fiven sustained its growth, despite a
high-comparison basis, due to solid demand across all sectors
in Brazil.
The global competitive landscape varies from one region to
another. Fiven maintains a strong market position in Europe and
Latin America. The competition in North and Latin America, and
Europe, is influenced by local players and global Asian producers.
Fiven’s Strategy
Fiven's strategy focuses on achieving profitable growth through
two main pillars:
1. Accelerating growth in specialty products by targeting high-
growth applications, emphasizing innovation, and fostering
collaboration with key customers through co-development.
2. Selectively serving core markets, enhancing cost competitive-
ness and providing exceptional service offerings.
Organic growth will be sustained through ongoing research and
development efforts, including developing new products and
applications, and expanding geographical reach mainly in North
America.
In the coming years, Fiven will continue to prioritize addressing
rising expectations from stakeholders and working to maintain
positive relationships with the communities in which it operates.
18 Board of Directors’ Report
Fiven Annual Report 2022
Financial Review
Presentation of accounts
Fiven’s consolidated financial statements have been prepared
in accordance with International Financial Reporting Standards
(IFRS) as adopted by the EU. The parent company’s annual
financial statements have been prepared in compliance with the
Norwegian Accounting Act and accounting principles generally
accepted in Norway. For further information, please refer to the
financial statements and note disclosures.
The valuation of hedged power contracts in Norway is based on
a fair value assessment under IFRS 9 Financial Instruments. As
a consequence, comparative numbers for 2021 have been cor-
rected and restated as per requirements in IAS 8 – Accounting
Policies, Changes in Accounting Estimates and Errors. For more
information, please refer to Note 30.
Operating Profit and profitability
2022 saw the best financial performance in Fiven history
and was largely commercially driven with strong increases in
revenues from both standard and specialty products. There are
significant positive impacts from the sales of hedged power
contracts and from the fair value assessment of financial
instruments for future power hedges.
The total consolidated revenues for the 12-month period
reached 192.3 mEUR, a Year-on Year improvement by 51
percent (2021: 127.4 mEUR).
In terms of revenues by customer location, Europe revenues at
77.9 mEUR increased by 33 percent from previous year, North
America reported at 29.7 mEUR were up by 59 percent, the
75.5 mEUR revenues from South America represented a YoY
improvement of 79 percent, whilst Asian revenues were 9.1
mEUR, up from 2021 levels by 15 percent. As for products, the
Standard products increased by 55 percent to 144.4 mEUR, and
the Specialty products grew by 39 percent to 47.9 mEUR.
The Operating Profit for the period ended at 84.0 mEUR (2021:
21.8 mEUR). The operating result includes gains from the sales
of power hedge contracts for years 2022/23 for an amount of
15.2mEUR and gain from the fair value assessment of future
power hedge contracts of 22.4 mEUR with no cash effect. The
Operating Profit is negatively impacted by a 5mEUR inventory
write-off in Belgium. The Net Finance expenses of 9.0 mEUR
(2021: 8.6 mEUR). Net Income of the year was 53.7 mEUR (2021:
7.4 mEUR).
Fiven uses Adjusted EBITDA to measure operating performance
at the Group and segment level. The Adjusted EBITDA (Earnings
Before Interest, Taxes, Depreciation and Amortization including
the positive impact from IFRS 16 and excluding non-recurring/
non-financial items, monitoring costs and sales of hedged
power contracts for year 2023) showed 61.5 mEUR (2021: 24.4
mEUR).
The improvement in Adjusted EBITDA is driven by increased
sales (51% YoY) and price adjustment to cater for pressures from
raw material and energy increases as well as general inflation.
In the first half of the year there was also a strong increase
in demand after coming out of Covid, but the outbreak of the
Ukranian war as well the European energy crises and the slower
growth rates in the global economies have softened demand,
in particular in the second half of the year. The strong BRL and
USD against the EUR have befitted Fiven profits. The result is
also favorably impacted by the sales of power hedge contracts
for 2022 by 7.2mEUR, and negatively impacted by a 5mEUR
inventory write-off.
Cash Flow and Liquidity reserve
Total cash and cash equivalents at year-end were 18.9 mEUR,
down from 23.6 mEUR for year-end 2021. In December Fiven
executed a one-off payment to owners in agreement with bond-
holders impacting the cash balance by 29.3mEUR including fees.
Cash flow from operating activities was 41.5 mEUR (2021: 15.2
mEUR). The sales of hedged power contracts had a positive
impact to cash flow by 17.3mEUR.
The cash flow from investing activities amounted to -7.6 mEUR
(2021: -5.4 mEUR). Progressively more of the Fiven capex has
been channeled to emission control and other HSE measures, but
in 2022 Fiven has also invested into production capacity expan-
sion, product development, productivity improvements as well as
into necessary maintenance needed to run the factories.
The full year cash flow from financing activities was -38.7 mEUR
(2021: -9.4 mEUR). In December bondholders accepted the
request for a one-off distribution of cash in the company through
a written procedure. This enabled Fiven to execute repayments
of a shareholder loan of EUR 24.2m (including accrued interests),
pay a dividend of EUR 2.8m and a bondholder consent fee of
EUR 2.0m. Including the advisory fees, the total impact from the
written procedure on the financial cash flow was EUR– 29.3m.
Debt and financial position
Fiven’s total liabilities at 31.12.2022 were 139.2 mEUR in
comparison to 150.5 mEUR year-end 2021. The non-current
liabilities decreased from 98.1mEUR at YE 2021 to 80.0mEUR
thanks to repayment of the shareholder loan. Included in the
non-current liabilities are a 69.1mEUR bond loan with maturity
date June 2024. The current liabilities increased from 52.3mEUR
at year end 2021 to 59.3mEUR YE 2022 due to higher utilization
of export credit funding in Brazil, higher income tax payables as
a result of higher taxable profits and increase in other payables.
Board of Directors’ Report 19
Fiven Annual Report 2022
Total assets and equity
Total assets at year-end amounted to 189.0 mEUR compared
to 146.0 mEUR year-end 2021. The power hedge contracts
reported at fair value increased the assets by EUR 22.4m from
year end 2021, of which EUR 9.0m of the increase is reported
under Other non-current assets and EUR 13.4m is reported as
Other Current Assets. The remainder of assets value increase is
mainly coming from current assets where inventory and receiv-
ables are impacted by more sales, inflation on materials and the
strengthening of BRL and the USD against the EUR.
Equity reported at year-end was 49.8 mEUR compared to
-4.5 mEUR at end of 2021 following the impact from 2022
Net Income and retained earnings. The impact on equity from
changes in foreign currency translation reserve was -6.5 mEUR
(2021: -9.7 mEUR). The Equity ratio end of 2022 was hence 26
percent (2021: - 3 percent).
Going Concern
Pursuant to Section 3-3a of the Norwegian Accounting Act, the
Board of Directors confirms that the financial statements have
been prepared on the assumption of going concern. The consoli-
dated equity as per 31.12.2021 is by 49.8 mEUR (2021: -4.5 mEUR).
The Fiven ASA equity was 25.3 mEUR at 31.12.2022 compared with
0.1mEUR as of year-end 2021.
During 2022 has significantly strengthened its equity and
generated enough cash to repay in full the original shareholder loan
from 2019 including accrued interest as well as paying a dividend
to shareholders. The long-term funding of the group is secured
through a bond of 70 mEUR expiring in June 2024.
The going concern assumptions have been assessed. The
expected liquidity situation and cash generation during the quar-
ters for 2023 is good. This together with the long-term financing
of operations secured through the bond leads management to
conclude that there is sufficient financial flexibility to manage the
near-term financial obligations.
Segment Review
Fiven Norway
Fiven's product portfolio in Norway primarily comprises specialty
products catering to a diverse range of market segments and
customer requirements. Various factors, such as the co-devel-
opment projects in North America, Europe, and Asia drove the
total revenue and other income growth by 57 percent. Fiven
Norge made up for 39 percent of the Fiven Group revenues from
contracts with customers in 2022.
The Adjusted EBITDA was 27.6 mEUR compared to 10.1 mEUR
in 2021. The higher sales together with an impact of 7.2mEUR
coming from the power sales contracts for 2022 explains the
improved performance year on year.
In November Fiven Norge sold its two subsidiaries in Venezuela
with no impact on the financial statement.
Full time equivalents (FTE’s) at year end 2022 was 179, a reduc-
tion from 200 at year end 2021.
Fiven Brazil
Fiven Brazil experienced strong and positive demand through-
out 2022. It achieved a 71 percent YoY total revenue and other
income growth, driven by the recovery of various sectors in
Brazil and pricing adjustments aimed at mitigating the impact of
rising raw material costs.
The full year 2022 result show strong commercial progress and
the Adjusted EBITDA reported at EUR 33.9m against EUR 11.7m
last year.
The number of full-time equivalents (FTEs) at year end 2021 was
220, a reduction by 11 from year end 2021.
Fiven Belgium
Fiven Belgium saw a 60 percent growth in total revenues and
other income compared to 2021, driven by the recovery of the
standard European market.
The Adjusted EBITDA reported was EUR -0.7m compared to EUR
0.8 for the same period in 2021. The result includes a write-off
for inventory for an amount of EUR 5.0m for the inventory
produced in Venezuela.
In November 2022 Fiven finally received the permit to export
material from Venezuela that have been blocked from shipping
to Europe due to administrative issues impacting both produc-
tion and profits. Since the export permit grant last year, 95%
of the total inventory have been shipped from Venezuela to
Europe. This will benefit Fiven Belgium sales in 2023.
As for FTEs, the year ended with 17 compared to 20 FTEs end of
2021.
Parent Company Review
Fiven ASA is the parent company of the Group. The revenues
of the period reached 5.8 mEUR (2021: 5.1 mEUR) and the
Operating Loss amounted to -0.1 mEUR (2021: -0.1 mEUR). The
Net Income was 28.0 mEUR (2021: net income 0.5 mEUR).
The Board of Directors proposes to transfer the Net Income of
28 mEUR to retained earnings.
20 Board of Directors’ Report
Fiven Annual Report 2022
R&D Activities
Product development projects and activities in R&D is a vital
part of Fiven’s growth strategy. The development topics in
focus are e-SiC, high purity silicon carbide for power electronic
applications, and advanced technical ceramic solutions for a
wide range of applications, including ballistic protection and 3D
printing.
R&D supports the implementation and operationalization of
Fiven’s environmental roadmap. The environmental technology
development is now entering into a new phase where optimiza-
tion of the interaction between process and furnace coverage
technology is developed.
Fiven focus on speed of new product development and follow
up on the innovation process according to the Fiven Innovation
System. The system is a modified Stage-Gate system where
all stakeholders are directly involved to ensure alignment of
resources and capacities. In the monthly Innovation Review,
the status and plans for strategic development projects are
presented by the R&D Project Managers supported by the Sales
& Marketing team, to the management of Fiven. The innovation
reviews is the governing forum for selection and prioritization of
development projects for the Fiven group.
The research and development group in Fiven had a change of
management in 2022. The new CRO, Trygve Eidet, entered Fiven
from a position as Director R&D in Elkem Carbon Solutions, a
division in Elkem ASA. He has extensive experience in leading
and implementing industrial R&D and holds a PhD in electro-
chemical engineering.
Corporate governance
Fiven ASA does not have a corporate assembly, and therefore
the general meeting elects the Board. Fiven’s board consists of
3 members, and the Board of Directors elects its own chair.
The composition of the Board of Directors attends to the interests
of the shareholder and to meet the Fiven’s need for expertise
through executive personnel. In accordance with the Norwegian
Public Limited Liability Act (Allmennaksjeloven) and supplemen-
tary policies and procedures provided by the shareholder, the
Board of Directors exercises the overall governance of Fiven ASA.
The Audit Committee reports to the Board of Directors following
the mandate prepared and approved by the Board of Directors.
The Executive Chairman of the Board of Directors facilitates
the reporting to the shareholder of Fiven ASA. Two of the three
Board members have long term experience from the inside of
the silicon carbide industry, assuring that the Board of Directors
has sufficient operational expertise as well as comprehensive
knowledge of the business conducted in the Fiven Group.
The General Manager of Fiven ASA, currently also being the
Fiven Group CFO, is responsible for the day-to-day manage-
ment of Fiven ASA. The General Manager governs the operations
through policies and procedures, management meetings, Board
meetings and through the Audit Committee interaction.
The General Manager of Fiven ASA meets with the extended
management team of the Fiven Group. These management
meetings are called by the Chairman, and in addition to the
executive management team, also include production site
general managers and Chief Sustainability Officer. The purpose
of the meetings is to monitor the status of the operations and
key performance indicators. The market situation and business
development issues are also addressed, as well as health,
environment, safety and security indicators and human resource
issues. These meetings are a vehicle for scrutiny of the segment
units’ performance relative to budgets and targets. The market
situation, order intake, new opportunities and other significant
items at the time are also addressed.
The internal controls over financial reporting are governed by
the Group Accounting Policies and a set of procedures and
internal controls. The Audit Committee reinforces the focus on
internal controls over financial reporting. Monthly management
reporting is submitted by the management team of each
segment to assist the Board in its work on monitoring and
controlling the Group’s operations. The reports cover financial
information of the Group’s key figures, matters related to health
and safety, market development, operations and financial
performance, and the status of other business-related matters.
Quarterly and annual financial statements are reviewed by the
Audit Committee and the Board.
Risk Factors and risk management
Market risk
Automotive and construction are two of the largest markets to
Fiven. The board monitors the implications of unsettling trends
such as lack of semiconductors in automotive, and material cost
inflation and supply chain disruption in the construction market.
To reduce these risks, the board focuses heavily on developing
new specialty products and diversifying into other markets,
which shield the group from any acute risk on revenue.
The Asian competition can exert intense pressure by sudden
reducing standards products’ prices. In Europe, the market is
dynamic, with many players competing in an inflationary cost
environment and sudden changes in demand. In addition, the
geopolitical tensions from the Ukrainian - Russian war has
caused spikes in energy prices and fueled inflation. Globally,
Fiven will keep facing fierce competition from players in
Germany, China, Spain, and the US. However, Fiven will continue
to counter the risk through its customer-centricity, superior
delivery performance, and innovation.
Board of Directors’ Report 21
Fiven Annual Report 2022
Operational risk
The Group’s business includes several operational risks associ-
ated with the running of the industrial factories.
The manufacturing of silicon carbide is highly depending on raw
material such as petroleum coke and sand as well energy for
production and processing. Through forward contracts on energy,
Fiven entities are able to secure a stable supply of power for
production. For petroleum coke there is no forward market, but
through multiple sourcing, the Group has what is considered a
steady supply. Fiven has its own sand mine in Brazil.
The Group’s high consumption of petroleum coke in the produc-
tion of silicon carbide has led to exposure against different types
of emission such as dust, PAH, B(a)P and SO2 and related costs
to satisfy local laws and regulation.
From September 6 2022, the Norwegian Environment Agency
(NEA) announced temporary stoppage of 2 furnace groups
equating to 25 percent of the furnace capacity in Fiven’s plant
in Lillesand (Norway) for the rest of 2022 based on projections
of SO2 emissions for 2022. As a mitigating step Fiven Norge AS
has accelerated implementation of gas cleaning of two addi-
tional furnace groups to be completed in Q1 2023. The total fur-
nace groups with a gas cleaning system will then be six. Fiven is
confident that the investment into the technology developed by
Fiven itself will enable full compliance to requirements.
Compared to the previous years, the Group has increased its
capital expenditures in relation with emissions control in order to
secure and achieve overall compliance with laws and permits.
Safety is a key priority to Fiven, and the manufacturing locations
have established routines and procedures designed to minimize
overall operational risk. KPIs are recorded, analyzed and actioned
systematically. Health, environment and safety performance is
reviewed monthly on management level and with owners.
Political risk
Since the Group is present in several geographic markets, Fiven
is also subject to external risks, such as political risks.
In 2022 Fiven sold its two entities in Venezuela reducing risk
from institutional and social unrest in the country.
The Group's operations in Brazil are subject to detailed reg-
ulation and complicated rules regarding, inter alia, tax, labor,
financing, the environment and other regulatory requirements.
The complexity of the legislative framework may expose the
Group to risks such as legal uncertainties, increased costs in the
compliance work and a lack of foreseeability, which could have
a material adverse effect on the Group's business and financial
position. The Group has managed well the challenges in Brazil,
and 2022 was the best ever year for the local entity in Brazil.
Financial risk
Fiven is exposed to different risks in the various market it oper-
ates. The objective is to minimize the impact from such risks to
the financial statement.
Fiven operates in an international industry which exposes
the business to a variety of financial risks. Through its global
operations, Fiven is impacted by fluctuations in exchange rates
of other currencies. Major trading currencies are USD, EUR and
BRL. Fiven Group’s reporting currency is EUR, and the Group
both hedges through financial instruments and actively uses
natural hedge to reduce the risk for currency exposure. Similarly,
denomination of currency for loans and bonds seeks to reduce
the impact of fluctuations in exchange rates.
Customer credit risk is considered low, and credit management
ensures that a big portion of the receivables is insured against
credit risk. Fiven Norge and Fiven Belgium (Matériaux Céramiques
S.A) have a factoring arrangement where there is no recourse.
Liquidity risk is related to difficulty in meeting financial obli-
gations. In 2021 the Group was refinanced through a new
Bond of 70 mEUR being listed on the NASDAQ Stockholm and
Frankfurt Open Market stock exchanges. Through strong cash
generation in 2022 bondholders accepted the repayment of a
shareholder loan from 2019. In parallel, the factoring agreement
for Fiven Norge and Fiven Belgium constitutes another source
for funding. There is also an export credit facility in Brazil. Other
than that, liquidity needs are covered through cash generated
from operation.
Insurance for board members and general manager
The Group has procured Directors and Officers liability insurance
on behalf of the members of the Board of Directors and Fiven
management. This is standard insurance to protect against cer-
tain risks including (but not limited to) civil fines and penalties,
emergency costs, public relations expenses, tax extensions,
foreign corruption and securities claims.
Corporate Social Responsibility
General
End of 2022, Fiven performed the second ESG self-assessment
by the company Ecovadis. Ecovadis awarded Fiven in January
2023 for the 2nd time with the Silver Medal with a score of
59/100 compared to 56/100 in 2021. The silver rating places
Fiven in the top 25 percent of all companies assessed by
EcoVadis. The progress made in 2022 was mostly performed on
the business ethics axis. Fiven will be reassessed beginning of
2024
Sustainability linked bond key performance indicators which
are CO2 and SO2 emissions (expressed in tons/tons of crude
produced) , volume of water withdrawals (in absolute value)
achievement for 2022 will be reported in the Sustainability
Linked Bond progress report 2022 that will be published on
22 Board of Directors’ Report
Fiven Annual Report 2022
Fiven website (www.fiven.com/company-information/inves-
tor-relations/reports) by end of March 2023.
Fiven entered this sustainability Link Bond financing in 2021 to
create a stronger link between our operations and how they affect
the environment that we operate in, and also to better align the
objectives of our Environmental Roadmap with Fiven’s financing
strategy. The Group objective is to reduce CO2 emissions by 9
percent, SO2 emissions by 15 percent and water withdrawal by 10
percent within 2025.
Irrespective of the place where Fiven operates the Group
considers the environmental and social issues of local commu-
nities. The presence in a community must foster local, inclusive
and sustainable value creation. In this respect, this year, for
example, the Brazilian entity supported different local associa-
tions in offering food parcels to disadvantage families, the HSE
manager sensibilized children from Barbacena Public School to
water conservation, a theatre play was held where 1000 kids
from Barbacena could enjoy the show, the company actively
participated to the Pink October to raise awareness on the early
detection of the breast cancer. Fiven Norge entity supported a
local sportive association and a local association helping youth
in difficulties.
Business Ethics and anti-corruption
Fiven is aware that company decisions and actions may have a
repercussion on society. The general rule of Fiven is that all parties
shall comply with national and all other applicable laws, prevailing
industry standards and other requirements to which company
subscribes. When laws and industry standards address the same
issues, the most favourable provision shall apply to Fiven people.
In 2022, Fiven implemented its Company Code of Conduct. This
document lays out the Group’s principles, standards, and the moral
and ethical expectations that employees and third parties are held
to as they interact with the organization.
A whistleblowing line, called Fiven Integrity line, allowing Fiven
Board of Director’s to be warned about any potential business
ethics breach, has been deployed within all Fiven entities. As of
today, no warning has been reported through the Integrity line.
End of 2022, Fiven implemented its corporate Supplier Code of
Conduct towards all suppliers. Following new legal requirements,
Fiven will publish a due diligence report on suppliers’ transparency
and work on fundamental human rights and decent working con-
ditions (Transparency Act). The report will be released on the Fiven
Website www.fiven.com/company-information/investor-relations/
reports by end of June 2023.
People
Fiven believes in equal treatment of people in respect of ethnic-
ity, religion, belief, disabilities sexual orientation, gender identity
and gender expression and the Group recognizes and respects
the uniqueness of everybody working in Fiven.
At year end, the number of full-time equivalents (FTEs) were
428 compared to 463 end of 2021. In 2022, some departures
mainly in production department occurred in Fiven Norge and
economical furlough was applied in Fiven Belgium.
Fiven management works to extend the share of women into
various positions. The population of women was stable in 2022
compared to 2021 and represent 12.7 percent of the total FTE
at year end. In the board of Directors and the senior manage-
ment team, the female share at the end of 2022 represented
respectively 67 percent (2021: 50 percent) and 33 percent end
(2021: 33 percent)
Health, Safety and Environment
The company has implemented EHS prevention programs and
procedures to mitigate inherent risks of the Acheson process
as well as risks associated with silicon carbide processing. The
Group is following several KPIs on a monthly basis. In 2022, it was
the first year non lost time accidents was reported zero within
all Fiven entities, therefore the TF1 (defined as the number of
lost time accidents divided by the working hours multiplied by
1000000) was at 0 compared to 1.9 in 2021. The TF2, which is the
frequency rate of lost time accident and non-lost time accident
(defined as the sum of lost time accidents and non-lost time
accidents divided by the working hours multiplied by 1000000)
increased to 2.6 compared to 1.9 in 2021. This represents 3 non
lost time accidents compared to 2 lost time accident in 2021. The
Group target keeps on going for zero accidents.
In August 2022, Fiven entity in Belgium reached five years with-
out lost time and non-lost time accident. In November 2022,
Fiven Brazil reached one year without lost time and non-lost
time accident.
In 2022, Fiven performed in Fiven Brazil and Fiven Norge,
Lillesand plant, an audit of the ‘Fiven Roadmap’ which includes 29
standards that should be applied in all Fiven plants. Fiven Brazil
has reached the Label Level which means they reach minimum
80% for the safety standards that are specific to silicon carbide
production and minimum 90% for the standards called the ‘Fiven
Stars’ which are permits to work, subcontractors, working at
height, log out tag out and machine guarding standards.
The short-term sickness rate for the period showed
3.5 percent compared to 2.7 percent in 2021, the increase in the
short-term absenteeism is mainly linked to normal life return
after the pandemic.
Board of Directors’ Report 23
Fiven Annual Report 2022
In connection with its Environmental roadmap set up in 2020,
the Group has pursued on implementing the different actions
listed in the roadmap. Fiven has made the following progress on
the main projects and actions:
• Initiate the third step of the covering furnace project in Fiven
Norge, this step will be completed on the first semester of 2023
• Initiate the project to cover furnaces in Fiven Brazil
• Start to use biocarbon source in our Acheson furnaces
• Completed the plantation of 116 000 trees, mainly native, on
Fiven Brazil land
• Implementation in Brazil of a tree’s nursery, in collaboration
with Barbacena Municipality and Nordesta company. 10 000
seedlings will be grown every year and distributed to the
city community. Environmental Education and awareness
programs will accompany the people to whom seedlings will
be donated.
Outlook for Fiven Group
The Fiven Group has proven its resilience in the face of
uncertainty and volatility in the current geopolitical and
macroeconomic environment, marked by disruptions to energy
supply chains in Europe, rising interest rates, and high inflation.
Its two-pillar strategy allows it to navigate these challenges
effectively, as evidenced by its strong performance in its main
markets over the past three years. Fiven's ability to adapt and
overcome obstacles gives it confidence in its capability to
continue to thrive in the face of ongoing uncertainty.
2022 was financially a very strong year enabling the company
to invest in the continued development of the Fiven business as
well as preparing for a period of possible prolonged depressed
market economics.
The Board of Directors of Fiven ASA - Oslo, 22 March 2023
Falk Ast Betty Lunøe Åsheim
Chairman Member of the Board
Helén Borchgrevink Stein Erik Ommundsen
Member of the Board General Manager
24 Board of Directors' Report
Fiven Annual Report 2022
Kapittelnavn 25
Consolidated
financial
statements
Consolidated statement of income
Amounts in EUR thousand Note 2022 2021
1 January to 31 December restated
1
Revenue 5,6 192 258 127 439
Other Income 6 15 174 32
Total revenue and other income 207 432 127 471
Raw materials, energy cost and change in inventory 19 (77 552 ) (59 188 )
Employee benefit expenses 8,9,10 (27 931 ) (23 557 )
Depreciation and amortization 12,15,16 (5 437 ) (5 072 )
Other operating expenses 11 (34 930 ) (23 543 )
Total operating expenses (145 850 ) (111 360 )
Other gains and losses 23, 30 22 388 5 699
Operating profit (loss) 83 971 21 811
Finance income 13 371 356
Finance expense 13 (10 627 ) (9 635 )
Other financial items (net) 13 1 238 686
Net finance income (expense) (9 019 ) (8 593 )
Net income (loss) before income taxes 74 952 13 218
Income tax expense 14, 30 (21 228 ) (5 835 )
Net income (loss)
Net income (loss) attributable to:
Shareholders of the parent 53 724 7 383
Total net income (loss) attributed to shareholders 53 724 7 383
Amounts in EUR thousand 2022 2021
1 January to 31 December restated
1
Net income (loss) 53 724 7 383
Other comprehensive income:
Items that may be reclassified to net income (loss) attributed to the shareholders of the parent:
Exchange differences on translation of foreign operations 3 337 1 174
Total comprehensive income (loss) attributed to shareholders of the parent 57 061 8 556
1
The comparative information is restated on account of correction of an error. Refer to note 30.
Consolidated statement of comprehensive income
Fiven Annual Report 2022
Financial statements 27
Amounts in EUR thousand Note 31 Dec 2022 31 Dec 2021
restated
1
ASSETS
Buildings and land 15 9 253 9 170
Plant and equipment 15 24 020 18 122
Right-of-use-assets 15,12 1 301 2 741
Other Intangible assets 16,17 13 890 14 675
Goodwill 16,17 5 390 5 390
Other non-current assets 18,23,30 10 378 1 289
Deferred tax assets 14 1 088 928
Total non-current assets 65 321 52 316
Inventories 19 49 454 33 309
Trade receivables 20,23 28 003 20 941
Other receivables 18,23 8 626 10 541
Prepayments 18 734 572
Other current financial assets 18,23,30 17 976 4 643
Cash and cash equivalents including restricted cash 21 18 881 23 637
Total current assets 123 673 93 643
TOTAL ASSETS
1
The comparative information is restated on account of correction of an error. Refer to note 30.
Consolidated statement of financial position
Fiven Annual Report 2022
28 Financial statements
Amounts in EUR thousand Note 31 Dec 2022 31 Dec 2021
restated
1
EQUITY AND LIABILITIES
Share capital 27 101 101
Other paid in capital 27 5 575 5 575
Retained earnings 50 460 (451 )
Foreign currency translation reserve (6 383 ) (9 719 )
Total equity 49 754 (4 494 )
Bond loan 22,23 69 146 68 946
Non-current other interest-bearing liabilities 22,23 - 22 717
Non-current lease liabilities 12 477 1 469
Deferred tax liabilities 14, 30 8 565 4 133
Employee benefit obligations 9 265 361
Provisions 24 1 523 498
Total non-current liabilities 79 976 98 125
Trade payables 23,28 28 634 31 014
Other payables 23,28 6 948 4 436
Current other interest-bearing liabilities 22 14 211 12 609
Current lease liabilities 12 958 1 508
Income tax payable 8 023 2 409
Other current liabilities 23 84 262
Provisions 24 406 88
Total current liabilities 59 264 52 327
Total liabilities
TOTAL EQUITY AND LIABILITIES 188 995 145 959
1
The comparative information is restated on account of correction of an error. Refer to note 30.
The Board of Directors of Fiven ASA - Oslo, 22 March 2023
Falk Ast Betty Lunøe Åsheim
Chairman Member of the Board
Helén Borchgrevink Stein Erik Ommundsen
Member of the Board General Manager
Fiven Annual Report 2022
Financial statements 29
Consolidated statement of changes in equity
Amounts in EUR thousand
Share
capital
Other paid
in capital
Retained
Earnings
Foreign
currency
translation
reserve Total Equity
Opening balance 1 January, 2022 1 101 5 575 (451 ) (9 719 ) (4 494 )
Net income (loss) - - 53 724 - 53 724
Other comprehensive income (loss) - - - 3 337 3 337
Total comprehensive income (loss) of the year - - 53 724 3 337 57 061
Dividends to owners - - (2 813 ) - (2 813 )
Closing balance as of 31 December 2022 101 5 575 50 460 (6 383 ) 49 754
Opening balance 1 January, 2021 101 5 575 (7 834 ) (10 893 ) (13 050 )
Net income (loss) 1 - - 7 383 - 7 383
Other comprehensive income (loss) - - - 1 174 1 174
Total comprehensive income (loss) of the year 1 - - 7 383 1 174 8 556
Contribution of equity, net of transaction costs - - - -
Closing balance as of 31 December 2021 1 101 5 575 (451 ) (9 719 ) (4 494 )
1
The comparative information is restated on account of correction of an error. Refer to note 30.
Fiven Annual Report 2022
30 Financial statements
Consolidated statement of cash flows
Amounts in EUR thousand Note 2022 2021
1 January to 31 December restated
1
Net income (loss) before income taxes 74 952 13 218
Adjustments to reconcile net income (loss) before income tax to net cash flows:
Corporate income tax paid (10 435 ) (3 726 )
Depreciation and amortization 15,16 5 437 5 073
Net (gain)/loss on disposal of buildings, plant and equipment (355 ) (19 )
Net (gain)/loss on fair value of power derivatives 23, 30 (22 388 ) (5 699 )
Net finance expense 13 9 019 8 593
Change in inventory, trade receivables and trade payables (20 625 ) 1 916
Change in other receivables, prepayments, and other payables 5 156 (3 558 )
Change in provisions 1 254 (600 )
Other changes (499 ) (8 )
Cash flows from operating activities 41 516 15 188
Payments for buildings, plant and equipment, and intangible assets 15,16 (7 963 ) (5 646 )
Proceeds from sale of assets 20 19
Interest received 354 292
Cash flows from investing activities (7 589 ) (5 335 )
Proceeds from issuance of bonds 22,23 - 70 000
Repayment of Bond loan 22,23 - (56 500 )
Repayment of shareholder loan 22,23 (21 977 ) (15 000 )
Net proceeds from factoring/export financing 22 (1 576 ) 2 741
Interest, placement fee and other financial expenses paid (11 091 ) (9 219 )
Payment of principal portion of lease liabilities 12 (1 263 ) (1 360 )
Buy back bonds (roll-over existing bondholders) - (2 800 )
Payment for shares and bonds bought back - 2 800
Payments to companys shareholders (2 813 ) -
Cash flows from financing activities (38 720 ) (9 338 )
Net increase (decrease) in cash and cash equivalents (4 793 ) 515
Net foreign exchange differences 36 106
Cash and cash equivalents including restricted cash at 1 January 23 637 23 016
Cash and cash equivalents including restricted cash as of 31 December 21 18 881 23 637
Restricted cash at 1 January 112 277
Change in restricted cash 82 (165 )
Restricted cash as of 31 December 21 194 112
Total cash and cash equivalents excluding restricted cash 31 December 21 18 687 23 525
Fiven Annual Report 2022
Financial statements 31
Notes to the consolidated
financial statements
Note 1 General information 33
Note 2 Significant accounting policies 33
Note 3 Accounting estimates and judgements 42
Note 4 Composition of the group 43
Note 5 Operating segments 44
Note 6 Revenue 46
Note 7 Grants 47
Note 8 Employee benefit expenses 48
Note 9 Employee benefit obligations (pensions) 49
Note 10 Management remuneration 49
Note 11 Other operating expenses 51
Note 12 Leasing 51
Note 13 Finance income and expenses 53
Note 14 Taxes 54
Note 15 Property, plant and equipment 56
Note 16 Intangible assets 57
Note 17 Impairment assessments 58
Note 18 Other receivables 60
Note 19 Inventories 60
Note 20 Trade receivables 61
Note 21 Cash and cash equivalents 62
Note 22 Interest bearing liabilities 62
Note 23 Financial assets and liabilities 66
Note 24 Provisions 70
Note 25 Financial risk 71
Note 26 Capital management 74
Note 27 Equity 74
Note 28 Trade and other payables 75
Note 29 Transactions and balances with related parties 76
Note 30 Correction of error 77
Note 31 Financial impact of climate related risk 79
Note 32 Events after the reporting period 79
Fiven Annual Report 2022
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78 Kapittelnavn
Fiven Annual Report 2022
Kapittelnavn 79
Fiven Annual Report 2022
Fiven ASA
financial
statements
Statement of income
Amounts in EUR thousand Note 2022 2021
1 January to 31 December
Revenue 3 5 832 5 110
Total revenue 5 832 5 110
Employee benefit expenses 4, 5 (1 116) (989)
Other operating expenses 6 (4 788) (4 232)
Total operating expenses (5 904) (5 221)
Operating profit (loss) (72) (112)
Finance income 7 40 428 10 992
Finance expense 7 (9 274) (8 676)
Other financial items (net) (882) 373
Net finance income (expense) 30 272 2 689
Net income (loss) before income taxes 30 200 2 578
Income tax (expense) benefit 8 (2 247) (2 068)
Net income (loss) 27 952 510
Net income (loss) attributable to:
Equity holders of the parent 9 27 952 510
Total net income (loss) attributed 27 952 510
Financial statements 81
Fiven Annual Report 2022
Fiven Annual Report 2022
Amounts in EUR thousand Note 31 Dec 2022 31 Dec 2021
ASSETS
Non-current assets
Investments in subsidiaries 10 77 635 77 635
Other financial assets 11 14 15
Deferred tax asset 8 437
Total non-current assets 78 086 77 650
Current assets
Trade receivables 3 1 936 537
Other receivables 3, 12 22 234 10 468
Prepayments 130 129
Cash and cash equivalents 13 5 899 10 673
Total current assets 30 198 21 807
TOTAL ASSETS 108 284 99 456
Statement of financial position
82 Financial statements
Fiven Annual Report 2022
Amounts in EUR thousand Note 31 Dec 2022 31 Dec 2021
EQUITY AND LIABILITIES
Equity
Share capital 9 101 101
Other paid in capital 9 - -
Retained earnings 9 25 172 33
Total equity 25 274 135
Non-current liabilities
Bond loan 12 69 146 68 946
Interest bearing liabilities 12 - 22 717
Other liabilities and provision 3 10 560 4 920
Total non-current liabilities 79 706 96 584
Current liabilities
Trade payables 3 618 620
Other payables 577 553
Income tax payable 8 2 109 1 564
Total current liabilities
3 305
2 738
Total liabilities 83 011 99 322
TOTAL EQUITY AND LIABILITIES 108 284 99 456
Financial statements 83
The Board of Directors of Fiven ASA - Oslo, 22 March 2023
Falk Ast Betty Lunøe Åsheim
Chairman Member of the Board
Helén Borchgrevink Stein Erik Ommundsen
Member of the Board General Manager
Fiven Annual Report 2022
Statement of cash flows
Amounts in EUR thousand Note 2022 2021
1 January to 31 December
Net income (loss) 27 952 510
Corporate income tax 8 2 247 2 068
Net income (loss) before income taxes 30 200 2 578
Adjustments to reconcile net income (loss) before income tax to net cash flows:
Corporate income tax paid (1 050)
Net finance expenses 7 (30 272) (2 689)
Changes in trade receivables and trade payables (2 272) (971)
Changes in other receivables, prepayments, and other payables (89) (67)
Other changes (2) -
Cash flows from operating activities (3 485) (1 150)
Dividend and and group contribution 3 39 979 10 761
Loan to related parties - 1 048
Repayments of loan by related parties 3 (12 553) -
Cash flows from investing activities
27 425
11 809
Proceeds from issues of bonds 12 - 70 000
Repayment of Bond loan 12 - (56 500)
Repayment of shareholder loan 12 (21 977) (15 000)
Proceeds from other interest bearing liablities 12 5 591 -
Interest and placement fee paid 12 (9 514) (8 112)
Buy back bonds (roll-over existing bondholders) 12 - (2 800)
Payments for shares and bonds bought back 12 - 2 800
Dividend to shareholders 9 (2 813) -
Cash flows from financing activities (28 714) (9 612)
Net increase in cash and cash equivalents (4 774) 1 046
Cash and cash equivalents as of 31 December 2021 10 673 9 626
Cash and cash equivalents as of 31 December 2022 5 899 10 673
84 Financial statements
Notes to Fiven ASA
financial statements
86 Financial statements
Note 1 General information and basis of preparation 87
Note 2 Significant accounting policies 87
Note 3 Intercompany items 89
Note 4 Employee benefit expenses 89
Note 5 Employee benefit obligations (pensions) 89
Note 6 Other operating expenses 90
Note 7 Finance income and expenses 90
Note 8 Taxes 91
Note 9 Share capital and statement of changes in equity 92
Note 10 Investments in subsidiaries 92
Note 11 Financial risk 93
Note 12 Interest bearing receivables and liabilities 94
Note 13 Cash and cash equivalents 96
Note 14 Events after the reporting period 96
Fiven Annual Report 2022
Note 1 General information and basis of preparation
Fiven ASA is a limited liability company domiciled in Norway, and
the parent company of the Fiven Group. Fiven is a global leader
in silicon carbide (“Sic”), a material used in a variety of indus-
trial applications. Fiven ASA is owned 100 per cent by Tosca
Intermediate Holdings Sàrl, a private limited liability company
incorporated in Luxembourg, the ultimate parent of which is
OpenGate Capital.
The financial statements for Fiven ASA (hereafter Fiven), includ-
ing notes, for the year ended 31 December 2022 were approved
by the Board of Directors of Fiven ASA on 22 March 2023.
Note 2 Significant accounting policies
The financial statements have been prepared in accordance
with the Norwegian Accounting Act and generally accepted
accounting principles in Norway. The accounts are prepared
based on a going concern assumption.
The functional currency of Fiven ASA is Euro.
Use of estimates
The preparation of financial statements in compliance with the
Accounting Act requires the use of estimates. The application of
the company's accounting principles also require management
to apply judgements. Areas which to a great extent contain
such judgements, a high degree of complexity, or areas in which
assumptions and estimates are significant for the financial
statements, are described in the notes.
Foreign currency translation
Transactions in foreign currencies are translated at the
exchange rate applicable at the date of the transaction.
Monetary items in a foreign currency are translated to NOK using
the exchange rate applicable on the balance sheet date. Foreign
exchange differences arising on translation are recognized in
the income statement as they occur.
Revenues
Income from sale of services is recognized at fair value of the
consideration, net after deduction of VAT, returns, discounts
and reductions. Sales are taken to income when the company
has delivered its services to the customer and there are no
unsatisfied commitments which may influence the customer's
acceptance of the service.
Classification of balance sheet items
Assets intended for long term ownership or use have been
classified as fixed assets. Assets relating to the trading cycle
have been classified as current assets. Other receivables are
classified as current assets if they are to be repaid within one
year after the transaction date. Similar criteria apply to liabilities.
The first year's instalment on long term liabilities and long term
receivables are, however, not classified as short term liabilities
and current assets.
Investments in other companies
Except for short term investments in listed shares, the cost
method is applied to investments in other companies. The
cost price is increased when funds are added through capital
increases or when group contributions are made to subsidiaries.
Dividends/Group contribution received are initially taken to
finance income. Dividends/Group contribution exceeding the
portion of retained earnings after the acquisition are reflected as
a reduction in cost. Dividend/group contribution from subsid-
iaries are reflected in the same year as the subsidiary makes a
provision for the amount. Dividends from other companies are
reflected as financial income when it has been approved.
Fiven Annual Report 2022
Financial statements 87
Receivables
Trade receivables are recognized in the balance sheet after pro-
vision for bad debts. Trade receivables in 2022 and 2021 were
all internal receivables related to management fee. The bad
debts provision is made on basis of an individual assessment
of each debtor and an additional provision is made for other
debtors to cover expected losses. Significant financial problems
at the customers, the likelihood that the customer will become
bankrupt or experience financial restructuring and postpone-
ments and insufficient payments, are considered indicators that
the debtors should be written down.
Other receivables, both current and long term, are recognized
at the lower of nominal and net realizable value. Net realizable
value is the present value of estimated future payments.
When the effect of a write down is insignificant for accounting
purposes this is, however, not carried out. Provisions for bad
debts are valued the same way as for trade debtors. Most of
Other Trade receivables in 2022 and 2021 were internal current
receivables. See also note 13.
Assets and liabilities in foreign currencies are valued at the
exchange rate on the balance sheet date. Exchange gains and
losses relating to sales and purchases in foreign currencies are
recognized as operating income and expenses.
Liabilities
Interest-bearing liabilities are initially recognized at cost. Fiven
ASA has in 2022 repaid the Shareholder loan of 22 mEUR plus
accrued interest; see note 11 and cash flow statement for more
information. After initial recognition, such financial liabilities
are measured at amortized costs using the effective interest
method. Transaction costs are taken into account when calcu-
lating amortized cost. Trade payables are carried at cost.
Pensions
The company has a defined contribution plan.
With a defined contribution plan the company pays contributions
to an insurance company. After the contribution has been made
the company has no further commitment to pay. The contribu-
tion is recognized as payroll expenses. Prepaid contributions are
reflected as an asset (pension fund) to the degree the contribu-
tion can be refunded or will reduce future payments.
Taxes
The tax charge in the income statement includes both payable
taxes for the period and changes in deferred tax. Deferred tax
is calculated at relevant tax rates on the basis of the temporary
differences which exist between accounting and tax values,
and any carryforward losses for tax purposes at the year-end.
Tax enhancing or tax reducing temporary differences, which
are reversed or may be reversed in the same period, have been
eliminated. The disclosure of deferred tax benefits on net tax
reducing differences which have not been eliminated, and
carryforward losses, is based on estimated future earnings.
Deferred tax and tax benefits which may be shown in the
balance sheet are presented net.
Group contribution received is booked as finance income. If
received group contribution exceeds retained earnings under
Fiven’s ownership, it is booked as a reduction of investments
in subsidiaries. Tax related to received group contribution is
booked in profit and loss.
Deferred tax is reflected at nominal value.
Fiven Annual Report 2022
88 Financial statements
Note 3 Intercompany items
Fiven Norge AS
Materiaux
Ceramiques SA
Carbeto de Silício
Sika Brasil Ltda Fiven GmbH
Fiven North
America Inc Total
Amounts in EUR thousand 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Trade receivables 91 98 1 808 406 36 31 1 2 - - 1 936 537
Other receivables 14 267 9 671 - - 7 865 714 - - 97 83 22 229 10 468
Total 14 358 9 768 1 808 406 7 901 745 1 2 97 83 24 165 11 005
Non current liabilities 7 365 - - 1 801 3 195 3 120 - - - - 10 560 4 920
Trade payables - - - 6 - - - - 70 21 70 27
Total 7 365 - - 1 807 3 195 3 120 - - 70 21 10 630 4 948
Revenue 2 032 1 889 1 197 1 136 2 602 2 085 - - - - 5 832 5 110
Dividend/Group
Contribution
25 712 9 255 - - 14 267 1 506 - - - - 39 979 10 761
Management fee expense - - - - - -
(1 693)
(1 365)
(587)
(382)
(2 279)
(1 747)
Other income 435 228 - - - - - - 9 3 445 231
Financial expense
(54)
-
(109)
(135)
(75)
(75)
- - - -
(237)
(210)
Total 28 126 11 371 1 088 1 001 16 794 3 516
(1 693)
(1 365)
(578)
(379)
43 739 14 145
Note 4 Employee benefit expenses
Amounts in EUR thousand 1 Jan-31 Dec 22 1 Jan-31 Dec 21
Salaries incl. bonuses 797 803
Social security cost 120 108
Defined-contribution pension cost (Note 5) 30 23
Other personnel related cost 169 55
Total employee benefit expenses
1 116
989
Average number of full time equivalents 4 4
For further information concerning remuneration to management see note 10 Management remuneration in the consolidated
financial statements.
Note 5 Employee benefit obligations (pensions)
Defined contribution plans
Defined contribution plans are the main pensions plan for Fiven ASA, where the contribution to each individual pension plan is 5 per
cent up 7.1G (updated June 30) and 8 per cent between 7.1 and 12 G. 1G refers to the Norwegian national insurance scheme's basic
amount, which was 111 477 NOK as of 1 May 2022.
The defined contribution plan covers all full-time employees. As of 31 December 2022, there were 4 members in the plan.
Contribution expensed amounted to 29.6 kEUR in 2022 (23.4 kEUR in 2021).
Fiven Annual Report 2022
Financial statements 89
Note 6 Other operating expenses
Amounts in EUR thousand 1 Jan-31 Dec 22 1 Jan-31 Dec 21
Other operating expenses
Lease expenses 73 76
IT related expenses 290 337
Travel, Insurance, meetings and office expenses 173 93
Consultancy fees and external personnel expenses 738 783
Audit expenses 140 75
Management fee 3 359 2 855
Other operating expenses 15 13
Total other operating expenses 4 788 4 232
Amounts in EUR thousand 1 Jan–31 Dec 22 1 Jan–31 Dec 21
Specification auditor's fee
Statutory audit (PWC) 121 72
Other assurance services (PWC) 19 2
Total 140 75
Note 7 Finance income and expenses
Amounts in EUR thousand 1 Jan-31 Dec 22 1 Jan-31 Dec 22
Finance income
Interest income Intercompany 445 231
Dividends from subsidiaries 39 979 10 761
Other interest income 4
Total finance income 40 428 10 992
Amounts in EUR thousand 1 Jan-31 Dec 22 1 Jan-31 Dec 22
Finance expenses
Interest on debts and borrowings (7 038) (7 151)
Interest expense Intercompany (237) (210)
Interest expense other (4)
Other financial expenses
1
(1 995) (1 315)
Total financial expenses (9 274) (8 676)
Net foreign exchange gains (losses) (882) 373
Other financial items (net) (882) 373
Net Finance income (expenses) 30 272 2 689
1
1 995 kEUR relates to the consent fee paid to bondholders for the amendment to the terms and conditions in the Bond loan dated December 5, 2022.
Refer to note 11 for further information. In 2021, 1 314 kEUR relates to the call option premium for early redemption of the previous Bond loan with
termination date April 5, 2022 (repaid July 2021).
Fiven Annual Report 2022
90 Financial statements
Note 8 Taxes
Amounts in EUR thousand 1 Jan–31 Dec 22 1 Jan–31 Dec 21
Current tax expense (2 109) (1 564)
Previous year tax adjustment 214
Withholding tax (789) (503)
Changes in deferred tax 437
Income tax (expense) benefit (2 247) (2 068)
RECONCILIATION OF TAX (EXPENSE) BENEFIT TO NOMINAL STATUTORY TAX RATE OF 22 %
Amounts in EUR thousand 1 Jan–31 Dec 22 1 Jan–31 Dec 21
Net income (loss) before income taxes 30 200 2 578
Tax (expense) benefit at applicable tax rate (6 644) (567)
Tax effect of permanent differences exempted for tax 5 487 561
Non deductible expenses/non taxable income 70 (116)
Changes in unrecognized deferred tax asset (1 541) (522)
Tax effect on translation differences exempt of tax 956 (920)
Correction of previous years current tax 214
Other taxes, withholding tax (789) (503)
Income tax (expense) benefit for the year (2 247) (2 068)
DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES
Amounts in EUR thousand 31 Dec 2022 31 Dec 2021
Tax losses carried forward
Witholding tax expected to be credited 437
Other non current / Interest cost subject to limitations 4 623 3 082
Net Deferred tax assets/(liabilities) 5 060 3 082
Unrecognized deferred tax asset (4 623) (3 082)
Net Deferred tax assets/(liabilities) 31.12 437 -
Deferred tax assets of 4 729 kEUR in 2022 (3 492 kEUR in 2021) relate to Norwegian limitations to interest deductions on net interest
expenses. The interest subject to limitation must be utilized within ten years. Total deferred tax assets of 5 509 kEUR are not recog-
nized as at 31 December 2022 (31 Dec 2021: 3 082 kEUR).
Fiven Annual Report 2022
Financial statements 91
Note 9 Share capital and statement of changes in equity
The company has one class of shares. All shares come with full voting rights. The share capital is nominated in NOK. The nominal value
per share is 1 000 NOK.
Amounts in EUR thousand Share capital
Other paid in
capital
Retained Earnings
(accumulated
deficit) Total Equity
As of 1 January, 2022 101 - 33 135
Net income (loss) - - 27 952 27 952
Dividend to owners - - (2 813) (2 813)
As of 31 December, 2022 101 - 25 172 25 274
Amounts in EUR thousand Share capital
Other paid in
capital
Retained Earnings
(accumulated
deficit) Total Equity
As of 1 January, 2021 101 - (476) (375)
Net income (loss) - - 510 510
As of 31 December, 2021 101 - 34 135
Fiven ASA distribute an extraordinary dividend of EUR 2 813.33 per share, in total EUR 2 813 330, based on the Company's audited
interim balance sheet of 31 October 2022.
Note 10 Investments in subsidiaries
Amounts in EUR thousand Location
Ownership
interest in % Total equity Result
Carrying
value
31 Dec 2022
Carrying
value
31 Dec 2021
Company
Fiven Norge AS Norway 100% 48 492 50 899 42 368 42 368
Fiven GmbH Germany 100% 82 (41) 29 29
Materiaux Ceramiques SA Belgium 100% 9 195 (981) 15 391 15 391
Carbeto de Silício Sika Brasil Ltda Brazil 100% 29 820 19 836 19 846 19 846
Fiven North America Inc US 100% 25 12 - -
Total 31.12.2021 77 635 77 635
Fiven Annual Report 2022
92 Financial statements
Note 11 Financial risk
Currency exposure affecting statement of income
Amounts are shown in functional currency (normally the local currency of the reporting entity).
The table below shows assets and liabilities denominated in foreign currencies different from the entities functional currency, where
changes in currency rates will affect profit or loss.
Amounts in EUR thousand 31 Dec 2022 31 Dec 2021
Currency NOK USD BRL SEK NOK USD BRL SEK
Other non current (financial) assets 14 - - - 15 - - -
Receivables 14 272 299 7 865 - 9 671 81 714
Other current (financial ) assets 70 - - 7 129 - - -
Cash and cash equivalents 222 - - 14 410 - - -
Total monetary assets 14 577 299 7 865 21 10 224 81 714 -
Interest bearing liabilities 7 365 - - - - - - -
Trade payables 348 84 - 18 162 108 - -
Other payables 2 076 - - - 1 806 - - -
Total monetary liabilities 9 790 84 - 18 1 968 108 - -
Net currency exposure financial position 4 787 215 7 865 3 8 257 (27) 714 -
31.Dec currency rate
10.51
1.07
5.64
11.12
9.99
1.13
6.31
-
Fiven Annual Report 2022
Financial statements 93
Note 12 Interest bearing receivables and liabilities
Interest Total
Amounts in EUR thousand Termination Rate 2022 2021 2022 2021
Loan Fiven Norge AS (subs.) Dec 31, 2023 EURIBOR+8.1% 435 228 14 267 9 671
Loan Fiven North America Inc (subs.) Jun 21, 2024 USDLIBOR+8.1% 9 3 97 83
Total current assets 14 364 9 754
Senior secured floating rate bond - 2021 Jun 21, 2024 EURIBOR+6.85% 5 568 2 610 69 146 68 946
Senior secured floating rate bond - 2019 Apr 5, 2022 EURIBOR+7.75% - 3 311 - -
Loan Tosca Intermediate Holdings Sàrl
1
Jun 22, 2024 EURIBOR+6.8914% 1 470 1 218 - 22 717
Loan Matreaux Ceramiques (subs.) Jun 22, 2024 EURIBOR+8.1% 109 135 - 1 801
Loan Fiven Norge AS (subs.) Dec 1, 2025 EURIBOR+6.85% 54 - 7 365 -
Loan carbeto de Silício Sika Brasil Ltda (subs.) May 27, 2023 2.5% 75 75 3 195 3 120
Total non-current liabilities 79 706 96 584
1
The shareholder loan was repaid in full on 6 December 2022. Refer below for further information
Senior secured floating rate bond loan
On 21 June 2021 (First Issue Date) Fiven completed a 125
mEUR Senior Secured Sustainability-Linked Floating Rate Bond
(restated 5 December 2022). The bonds carry an interest of
EURIBOR + 6.85%. The interest is settled on a quarterly basis.
The initial nominal amount of each initial bond is EUR 1 000. The
maximum total nominal amount of the initial bonds is 70 mEUR.
As a part of the amended and restated version of the
Bondholder agreement - Section “14-2 Restricted Payments”
letter (d) - Fiven ASA was permitted to pay dividend on its
shares and/or repay Shareholder Loans in the period between
Dec 5, 2022 and Dec 31, 2022 limited to cash exceeding mEUR
18 on December 31, 2022. Fiven ASA repaid shareholder loan
including accrued interest in full, and distributed a dividend of
kEUR 2.813 in the period before December 31, 2022.
Provided that the incurrence test is met, the issuer may, at one
or several occasions, issue subsequent bonds. During the term
of the bond Fiven shall ensure that the leverage ratio is equal to
or less than:
(a) 4.75:1 for the period from 21 June 2021 to (and including)
the date falling one year after 21 June 2021
(b) 4.50:1 for the period from (but excluding) the date
falling one year after 21 June 2021 to (and including)
the Reference date (March 31, June30, September 30,
December 31), falling immediately prior to 5 December
2022, and
(c) 3.00:1 for the period from (and including) the Reference
day (March 31, June30, September 30, December 31),
falling immediately after 21 June 2024 (the Final Maturity
Date).
The Incurrence Test is met, if:
(a) The Leverage Ratio is equal to or less than:
(A) (A) 3.00:1 for the period from 21 June 2021 to (and
including) the date falling eighteen (18) months after 21
June 2021; and
(B) 2:75:1 for the period from (but excluding) the date falling
eighteen (18) months after 21 June 2021 to (and including)
21 June 2024; and
(b) no Events of Default is continuing or would occur upon the
incurrence or payment.
Leverage ratio is the ratio of net interest-bearing debt to
EBITDA (as defined in the bond agreement). The descriptions
of elements being included and excluded from the traditional
EBITDA and net interest-bearing debt for covenant calculation is
described in the bond agreement.
The Issuer and any Group company may at any time, subject to
applicable law, and at any price, purchase bonds. Bonds held
by the issuer, or any Group Company may at the issuer's or
such Group Company's discretion be retained or sold, but not
cancelled (9.2).
The issuer shall redeem all, but not only some, of outstanding
Bonds in full on 21 June 2024 with an amount per Bond equal to
the nominal amount together with accrued but unpaid interest plus
any applicable Sustainability-Linked Redemption Premium (9.1).
Applicable Sustainability-Linked Redemption Premium shall be
equal to (9.4):
(a) the Maximum Sustainability-Linked Redemption Premium;
less
Fiven Annual Report 2022
94 Financial statements
(b) one third (1/3) of the Maximum-Linked Redemption
Premium (rounded down to two decimals) for each KPI
where the Issuer meets the Sustainability Performance
Target for such KPI on the Target Observation Date, pro-
vided that the Issuer no later than 15 days after the Target
Observation Date publishes a Sustainability Performance
Action Plan Review confirming that the Sustainability
Performance Action Plan with respect to such KPI is viable
and achievable as per the Target Observation Date.
The Maximum Sustainability-Linked Redemption Premium is
0.50 percent.
Target Observation Date means thirty days prior to (a) 21 June
2024 or (b) such earlier date when the Bonds are redeemed in
full.
Sustainability Performance Action Plan means a plan setting
out the means by which the Issuer intents to achieve its targets
reducing by 2025 (a) CO2 emissions (relating to KPI 1) by 9.00
percent, (b) SO2 emissions (related to KPI 2) by 15.00 percent,
and (c) water withdrawal (relating to KPI 3) by 10.00 percent in
each case compared to 2019, and as further described in the
Sustainability-Linked Bond Framework.
The complete plan will not be made public but will be subjected
to review by the External Reviewer (DNV GL) in accordance
with the Sustainability Performance Action Plan Review. The
review will be conducted on the latest available version of the
Sustainability Performance Action Plan at the time, recognizing
that the Sustainability Performance Action Plan will be updated
as and when necessary.
Sustainability-Linked Bond Framework means the frame-
work adopted in June 2021 establishing the Group’s KPI’s
and Sustainability Performance Targets in line with ICMA
(International Capital Markets Association) Sustainability-Linked
Bond Principles.
The issuer may redeem all, but not only some, of the outstand-
ing bonds in full:
(i) any time from and including 21 June 2021 to, but exclud-
ing, the first call date at an amount per bond equal to
103.425 percent of the nominal amount plus any applica-
ble Sustainability-Linked Redemption Premium and the
remaining interest payments, but excluding, the first call
date (date falling after18 months after 21 June 2021), up to
and including the first call date together with accrued but
unpaid Interest;
(ii) any time from and including first call date (date falling after18
months after 21 June 2021) to, but excluding, the first busi-
ness day falling 24 months after 21 June 2021 at an amount
per bond equal to 103.425 percent of the nominal amount
plus any applicable Sustainability-Linked Redemption
Premium, together with accrued but unpaid Interest;
(iii) any time from and including the first business day falling 24
months after 21 June 2021 to, but excluding, the first busi-
ness day falling 30 months after 21 June 2021 at an amount
per bond equal to 102.055 percent of the nominal amount
plus any applicable Sustainability-Linked Redemption
Premium, together with accrued but unpaid Interest;
(iv) any time from and including the first business day falling 30
months after 21 June 2021 to, but excluding, the first busi-
ness day falling 33 months after 21 June 2021 at an amount
per bond equal to 100.685 percent of the nominal amount
plus any applicable Sustainability -Linked Redemption
Premium, together with accrued but unpaid Interest;
v. any time from and including the first business day falling
33 months after 21 June 2021 to, but excluding, 21 June
2024 at an amount per bond equal to 100.000 percent of
the nominal amount plus any applicable Sustainability-
Linked Redemption Premium, together with accrued but
unpaid Interest;
Redemption shall be made by the Issuer giving not less than
fifteen business days’ notice to the Bondholders ant the Agent.
Upon the occurrence of a change of control event or a delisting
event, each bondholder shall have the right to request that all, or
some only, of its bonds be repurchased at a price per bond equal
to 101 percent of the nominal amount together with accrued but
unpaid Interest, during a period of sixty days following a notice
from the Issuer of the change of control event or delisting event.
The bond loan agreement is based on a negative pledge and the
group can only to a limited extent pledge its assets to secure its
other liabilities.
The Senior Secured Floating Rate Bond of 5 April 2019, with
nominal amount of total 56.5 mEUR was settled by early
redemption on 8 July 2021. Call option premium for early
redemption amounted to 1 314 kEUR.
The bond loan agreement is available at: https://www.fiven.
com/company-information/investor-relations/reports/
Un-secured shareholder loan
The un-secured shareholder loan was repaid in full on 6
December 2022
Fiven Annual Report 2022
Financial statements 95
Note 13 Cash and cash equivalents
Amounts in EUR thousand 31 Dec 2022 31 Dec 2021
Cash and bank deposits (unrestricted) 5 829 10 610
Restricted bank deposits
1
70 63
Total cash and bank deposits 5 899 10 673
1 Restricted cash is related to income tax withheld from employees' wages and paid directly to the government by the employer.
Note 14 Events after the reporting period
No events have occurred after the balance sheet date with material impact on the financial statements for 2022.
Fiven Annual Report 2022
96 Financial statements
Fiven Annual Report 2022
Financial statements 97
Auditor’s report
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Fiven ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Fiven ASA, which comprise:
● the financial statements of the parent company Fiven ASA (the Company), which comprise the
statement of financial position as at 31 December 2022, the statement of income and
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies, and
● the consolidated financial statements of Fiven ASA and its subsidiaries (the Group), which
comprise the statement of financial position as at 31 December 2022, the statement of
income, statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
● the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
Fiven Annual Report 2022
98 Auditor’s report
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Fiven ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Fiven ASA, which comprise:
● the financial statements of the parent company Fiven ASA (the Company), which comprise the
statement of financial position as at 31 December 2022, the statement of income and
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies, and
● the consolidated financial statements of Fiven ASA and its subsidiaries (the Group), which
comprise the statement of financial position as at 31 December 2022, the statement of
income, statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
● the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
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We performed sensitivity analysis on key assumptions
in the impairment assessment and found the impairment
assessment to be sensitive to changes in WACC,
further revenues and EBITDA ratios. We reconciled the
sensitivity analysis to the disclosure in the notes.
Finally, we considered the adequacy of financial
statements disclosures in note 3 and note 17 and found
them appropriate.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and true and fair view of the consolidated financial
statements of the Group in accordance with International Financial Reporting Standards as adopted
by the EU, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
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In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern. The financial statements of the Company use the going concern basis of accounting insofar
as it is not likely that the enterprise will cease operations. The consolidated financial statements of the
Group use the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
● identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
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● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Fiven ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name 549300Z4VK4GSH1X0129-2022-12-31-en, have been prepared, in
all material respects, in compliance with the requirements of the Commission Delegated Regulation
(EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant
to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
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Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 23 March 2023
PricewaterhouseCoopers AS
Anders Ellefsen
State Authorised Public Accountant (Norway)
Kapittelnavn 103
Fiven Annual Report 2022
Appendix to Fiven 2022 Annual report -
Alternative Performance Measures (APMs)
An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a
financial measure defined or specified in the applicable financial reporting framework (IFRS). Fiven uses Adjusted EBITDA to measure
operating performance at the group and segment level.
In particularly management regards Adjusted EBITDA as relevant performance measures at segment level because intangible assets,
income tax and finance expenses/ finance income, are managed on a group basis.
The APMs presented herein are not measurements of performance under IFRS or other generally accepted accounting principles and
should not be considered as a substitute for measures of performance in accordance with IFRS. Because companies calculate the
APMs presented herein differently, Fiven’s presentation of these APMs may not be comparable to similarly titled measures used by
other companies.
Fiven’s financial APMs defined:
Adjusted EBITDA
Adjusted EBITDA shows the Group’s operating profit before Depreciation and amortization, before items that require special explana-
tion and is defined as reported EBITDA before “Other income and expenses” (OIE).
OIE include one-off and non-recurring operating expenses, but excludes operating income from excess power sales for 2022.
The Adjusted EBITDA is the Group`s key financial figure, internally and externally. The figure is used to identify and analyze the
Group’s operating profitability from normal operations and operating activities, excluding the effects from depreciation and
amortization.
Please note there is a discrepancy between the Adjusted EBITDA measure and the EBITDA (defined in the bond agreement) as per
Fiven’s bond terms (i.e., the one reported to the Bond Trustee), as the APM does not cap other non-recurring costs at 12.5% as does
the bond terms.
Fiven Annual Report 2022
104 Alternative Performance Measures
APM Table:
SEGMENT REPORTING FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022
Amounts in EUR thousand Fiven Norway Fiven Brazil Fiven Belgium Other
Total segment
reporting
Operating profit/(loss)
55 427
32 053
(1 734)
(1 776)
83 971
Depreciation and amortization 2 486 1 535 229 1 186 5 437
Transaction costs - - - 439 439
Total other non-recurring costs 51 306 779 (360) 777
Other non-financial income/expense (30 353) - - - (30 353)
Monitoring fee - - - 1 187 1 187
Adjusted EBITDA
27 611
33 894
(725)
677
61 457
Of other non-financial income/expenses kEUR (30 353) is related to power contract income.
SEGMENT REPORTING FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2021
Amounts in EUR thousand Fiven Norway Fiven Brazil Fiven Belgium Other
Total segment
reporting
restated
1
Operating profit/(loss) 13 253 10 584 (1 950) (77) 21 811
Depreciation and amortization 2 444 1 225 222 1 182 5 072
Transaction costs - - - 196 196
Total other non-recurring costs 135 (141) 2 526 (477) 2 043
Other non-financial income/expense (5 719) (27) (13) 39 (5 719)
Monitoring fee - - - 1 000 1 000
Adjusted EBITDA 10 112 11 641 786 1 864 24 403
1
The comparative information is restated. Refer to note 30.
Of other non-financial income/expenses kEUR (5 699) is related to power contract income.
Fiven Annual Report 2022
Alternative Performance Measures 105
Fiven Annual Report 2022
