Annual Report 2023
Fiven Annual Report 2023
Content
A worldwide leader 4
Key financials 5
Building Strong Communities Together 6
Letter from the Chairman 8
Board and Management 11
Environment, Social, and Governance (ESG) 12
Board of Directors’ Report 16
Consolidated financial statements 24
Fiven ASA financial statements 80
Auditor’s report 98
Appendix to Fiven 2023 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
€151.4 M
Revenue
1 January - 31 December 2023
>400
Customer groups
399
Employees
€44.7 M
EBITDA Adjusted
1 January - 31 December 2023
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
31%
69%
Customized
products share
of sales in 2022
Core products
share of sales
2022
South America
8%
38%
39%
15%
Europe
Asia
North America
12%
42%
47%
Fiven Brazil
Fiven Norway
Fiven Belgium
P&L Euro Millions 2023 2022
Revenue 151.4 192.3
Adjusted EBITDA
1
44.7 61.5
Net Income (loss)
2
(2.0) 53.7
Balance sheet Euro Millions 2023 2022
Assets 175.9 189.0
Cash and Cash Equivalents 33.4 18.9
Cash flow Euro Millions 2023 2022
Cash flow from operations 33.2 41.5
Cash flow from investments (10.8) (7.6)
Cash flow from financing activities (7.8) (38.7)
1
Adjusted EBITDA excludes non-recurring/non-financial items and monitoring fees
2
Of which (20,904) kEUR come from changes in the fair value of the financial instruments for power contracts (2022: 17,463 kEUR).
Key financials 5
Key financials
Fiven Annual Report 2023
Building Strong
Communities Together
At Fiven, we understand that we are part of many
communities. As a responsible corporate citizen, we aim
to actively engage with and support the communities
where we live and work. By collaborating with local
partners, we can make a positive impact and help create an
environment where everyone can thrive.
Over the past few years, Fiven has focused on developing meaningful partnerships with our
neighbors, government agencies, academic institutions, industry groups, and nonprofits.
Fostering Partnerships with Academia
We have built strong relationships with academic and research
institutions that align with Fiven's focus areas. We maintain an
active presence at universities in Norway, Brazil, and Belgium,
engaging with students through presentations, project collabo-
rations, bachelor and master thesis, and more.
Over the past years, we have collaborated with universities on
research projects applying our silicon carbide materials, pursued
industrial PhD partnerships, published joint papers with univer-
sity researchers, served as co-advisors for student theses, and
supplied silicon carbide for universities to test new applications.
We meet regularly with university teams to monitor progress and
plan future partnerships.
By engaging closely with academic researchers and students
internationally, we gain valuable insights while also contributing
our expertise. These mutually beneficial partnerships with
technical clusters, universities, and institutes allow us to stay
abreast of emerging technologies and best practices.
Fiven partners with NORCE, the Norwegian
Research Centre, combining their modeling
expertise with our process knowledge.
Together, we analyze gas dynamics inside
and outside our Acheson furnaces used for
silicon carbide production. This allows us to
optimize gas flows, improve efficiency, and
enhance our manufacturing performance
- staying at the cutting edge of process
technology.
6 Building Strong Communitites Together
Fiven Annual Report 2023
Driving Local Community Development
We also prioritize initiatives that support the communities sur-
rounding our facilities. At our Barbacena, Brazil location, we have
undertaken extensive reforestation efforts, planting over 110,000
trees across 70 hectares of land. This helps restore and preserve
the local ecosystem. We have also set up a local tree nursery
through a partnership with the city government, distributing over
8,000 seedlings to the public along with environmental education.
Additionally, our "SiC Solidario" social program has renovated
multiple local schools and childcare facilities over the past five
years, directly benefiting more than 5,000 children. We work
closely with local government, families, and our own employee
volunteers to transform these learning environments by improv-
ing infrastructure, providing teacher training, and more.
Industry Collaboration
We are convinced that a continuous exchange within expert
committees is an important component for the further
development of our industry and the development of new
qualitative products for our customers. As such, Fiven maintains
active memberships and participation in several key industry
associations:
• SiCMa (Silicon Carbide Manufacturers Association)
• FEPA (Federation of European Producers of Abrasives)
• DFFI (Deutsche Feuerfest Industrie e.v.)
• ABIFA (Associação Brasileira de Fundição)
• ALAFAR (Asociación Latinoamericana de Fabricantes de
Refractarios)
• The American Ceramic Society
Through these memberships, our experts collaborate with peers
to share best practices, advance technical standards, promote
health and environment best practices, and drive innovation
across different industries. We contribute our deep material
expertise while also gaining valuable insights from partners
around the world.
These partnerships are not just the right thing to do, they also
make good business sense. By building inclusive relationships
locally, we gain valuable insights and perspectives. Our partner-
ships with technical clusters and industry groups also allow us
to stay on top of emerging trends and best practices. At the end
of the day, Fiven's success is intertwined with our surrounding
communities. As we continue to grow, we want to ensure we
are growing together.
Fiven Brazil teamed up with volunteers
and staff at Irmãos do Caminho Day
Care Center in Barbacena as part of SiC
Solidário. This community collaboration
rejuvenated the nursery facilities,
reflecting Fiven's commitment to social
responsibility and local impact.
Building Strong Communitites Together 7
Fiven Annual Report 2023
Fiven's two-pillar strategy of serving specialty and standard
products again proved its strength. Demand held steady for
our high-margin specialty products, even as broader economic
forces led to softened demand for some of our standard
commodity offerings. This highlights the power of our diversified
product portfolio.
We continue actively investing in co-development projects
and partnerships to maintain and expand our leadership in
key specialty areas like the EV market. At the same time, we
remain firmly committed to serving our long-standing standard
silicon carbide customers with the same excellence we have
delivered for decades. The volume of the standard segment and
growth opportunities in specialties give us confidence in the
balanced approach of our two-pillar strategy. With our specialty
innovation and operational excellence in standards, we are
well-positioned to deliver robust performance through varied
economic cycles.
In 2023, we took an important step further to clarify our
communication around our comprehensive ESG strategy.
We confirmed our goal to become a Net-Zero company that
cultivates a safe, positive, and inclusive working environment,
upholds strong business ethics, and fosters local anchorage
worldwide. We aim to leave behind a positive handprint
for future generations to prosper. To bring more focus to
As we reflect on this past year, while
economic conditions remained
challenging, our company showed
resilience and made significant strides.
Letter from
the Chairman
8 Letter from the Chairman
Fiven Annual Report 2023
our efforts, we updated our messaging to describe our
ambitions more precisely across environmental sustainability,
social responsibility, and governance integrity. This refined
communication will help stakeholders better understand our
ESG priorities as we execute our strategy in the years ahead. We
remain committed to transparency and accountability in pursuit
of our goals.
I am proud to share that our progress on ESG initiatives is
being recognized externally. We received a sustainability award
from one of our biggest customers in South America this year,
validating our efforts to operate responsibly and help build a
more sustainable future.
While uncertainties remain in the broader economic climate, the
diversity of our product portfolio and the commitment of our
team give us confidence. We have the right strategy to drive
growth and create long-term value.
Thank you for your continued support as bondholders.
Sincerely,
Falk Ast
Chairman of the Board
Fiven ASA
Letter from the Chairman 9
Fiven Annual Report 2023
10 Board and Management
Fiven Annual Report 2023
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 2023
Environment, Social,
and Governance (ESG)
Introduction by the Chairman
We are determined to limit all adverse effects of our activities on the environment, people, and communities. We
thereby go one step further and focus on driving positive change across our value chain by offering our customers
premium products that enable them to improve their own impact.
In 2023, we reviewed our sustainability approach and transformed it into a complete ESG strategy with global targets
across Environmental, Social and Governance. We then linked tangible KPIs to each target, ensuring that we keep track
of our performance.
Falk Ast, Chairman of the Board
Certification
All our Fiven entities are certified ISO 9001, ISO 14001 and ISO
45001 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
Fiven is currently awarded with the EcoVadis Silver Medal.
The rating places Fiven in the top 25 percent of all companies
assessed by EcoVadis.
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
honesty and sincerity.
Transparency –
We foster a climate of
direct, honest, and open
communication.
12 Environment, Social, and Governance (ESG)
Fiven Annual Report 2023
Health and Safety
Our goals stated in our H&S policy is ZERO accidents and
ensuring Safety and Health protection for all our employees. No
matter the plant location, all our people are protected following
the same Fiven standards.
In 2023, one lost time accident was reported within Fiven, and
therefore TF1 (defined as the number of lost time accidents
divided by the working hours multiplied by 1000000) was at
0.9 compared to 0 in 2022. 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) decreased
to 1.9 compared to 2.6 in 2022. This represents 1 non lost time
accident compared to 3 lost time accidents in 2022.
In 2023, our Fiven entity in Belgium achieved six consecu-
tive years without any lost time or non-lost time accidents.
Additionally, our plant in Arendal, Norway, celebrated one year of
operation without any accidents.
1 1 9 52 3 955 2 011
Diversity
Fiven has more than 15
nationalities out of its
399 employees.
13.7%
1
LTA Lost Time Accident
2
NLTA Non-Lost Time Accident
3
SMAT (Safety Management Audit, which is a behavioral observation)
Six years award ceremony in Belgium One year award ceremony in Arendal, Norway
LTA
1
NLTA
2
First Aid Near Misses Unsafe Acts/
Unsafe Conditions
SMAT
3
Environment, Social, and Governance (ESG) 13
33% 67%
Female share of
the total FTE
Female share of
Fiven management team
Female share of
the board of directors
Fiven Annual Report 2023
Environment
Fiven is committed to managing its activities responsibly
and minimizing the environmental impact of its production
processes. In 2023, Fiven finalized investments to capture
gases from furnaces at its plant in Lillesand, Norway.
By the end of 2023, Fiven issued a new environmental policy formalizing its commitment to environmental sustainability. This policy
aims to integrate sustainable practices throughout the organization and promote best environmental practices in its operations.
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:
• Completion of the covering furnace project in Fiven Norge
• Completion of the pre-engineering study to cover furnaces in Fiven Brazil
• Making good progress on the biocarbon source project
• Completion of trees nursery project where more than 8000 seeds were donated during the year.
• Increase the use of internal recycled material in the Acheson furnaces in Fiven Brazil
Environmental Roadmap
-9%
-20%
Net Zero
14 Corporate Social Responsibility
-10%
-20%
Net Zero
-15%
-30%
Net Zero
Air
2025
2030
2050
Water withdrawn Non-recovered waste
Fiven Annual Report 2023
“In 2023, we undertook a comprehensive review of our sustainability approach,
evolving it into a holistic Environmental, Social, and Governance (ESG) strategy with
overarching targets spanning all three pillars. This transformation underscores our
commitment to driving positive change across our operations, communities, and
governance practices."
Sabine Radoux
Chief Sustainability Officer
Corporate Social Responsibility 15
Fiven Annual Report 2023
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, and
Fiven North America Inc. is a sales office operating in Pittsburgh
(USA). There is also a sales representation office operating in
Shanghai (China).
The Market
2023 was a challenging year globally: heightened geopolitical
tensions, significant disruptions in European energy supply
chains, and a macroeconomic climate shadowed by rising
interest rates and inflation. Fiven demonstrated remarkable flex-
ibility and determination despite these headwinds, effectively
navigating these complex market conditions.
The silicon carbide market is diverse, with varying trends across
regions and end-use industries.
In Europe, Fiven faced persistent challenges, particularly in
the construction and broader economic landscape. Revenue in
Europe saw a year-over-year decline of 26 per cent, with core
products facing steeper decreases compared to customized
products. This downturn was mainly due to subdued demand
and market contractions, especially in the steel and construction
sectors.
In North America, Fiven experienced a notable decrease in sales,
attributed to cyclical projects and validation processes. Despite
these temporary market headwinds, the management team
remained focused on adapting strategies to emerging market
needs.
In Latin America, the market witnessed a dip in sales compared
to the record levels of 2022. The decline was primarily driven
by slowdowns in key sectors, including automotive, steel, and
construction.
Asia emerged as a bright spot for Fiven in 2023. The region saw
significant growth in sales, fueled by increased co-development
activities and strategic partnerships. This success underlines the
effectiveness of Fiven's innovation-led approach.
The global competitive landscape varies from one region to
another. Fiven maintains a strong market position in Europe and
Latin America. Local players and global Asian producers influ-
ence the competition in North and Latin America and Europe.
Fiven’s Strategy
Fiven's strategy focuses on achieving profitable growth through
two main pillars:
1. Accelerating growth in customized products by target-
ing 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.
Fiven remains well-positioned to maintain solid financial results
despite current market uncertainties. The Group's confidence
in its strategic execution, combined with its proven ability
to respond to dynamic market conditions, sets the stage for
sustained performance and resilience in the face of future
challenges.
16 Board of Directors’ Report
Fiven Annual Report 2023
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.
Operating Profit and profitability
Fiven delivered another strong financial performance in 2023
in times of weaker global economies and headwinds in key end
markets. It demonstrated that the extraordinary 2022 perfor-
mance was not a coincidence and that profitability reach the
second-best performance in Fiven history.
The total consolidated revenues for the 12-month period
reached 151.4 mEUR, a Year-on Year decline by 21 percent
(2022: 192.3mEUR). The result is in line with trends observed by
other players in the silicon carbide industry.
In terms of revenues by customer location, Europe revenues at
57.3mEUR decreased by 26 percent from previous year, North
America reported at 22.4mEUR were down by 25 percent, the
59.0mEUR revenues from South America represented a YoY
decrease of 22 percent, whilst Asian revenues were 12.8mEUR,
up from 2022 levels by 39 percent. As for products, the core
product products decreased by 28 percent to 103.8mEUR, and
the Customized product sales reached 47.7mEUR, on par with
2022 (47.9mEUR).
The Operating Profit for the year ended at 9.5mEUR (2022:
84.0mEUR).
The 2023 operating results are negatively impacted by the
changes in the fair value of power derivatives (IFRS 9). The
result reflects the change in the forward market prices for power
contracts in Norway and has zero cash impact to Fiven. It has
no operational adverse impact for the business and is only an
accounting consideration. The change of the hedge amounts is
also impacted by the consumption and sales of power leading
to settlement of the power contracts. Excluding the impact
from IFRS 9 fair value adjustment in the Operating profit, the
2023 adjusted result would be 36.3mEUR (2022: 61.6mEUR).
The operating result also includes gains from the sales of power
hedge contracts of 1.2mEUR whilst sales of hedged power
contracts in 2022 amounted to 15.1mEUR.
The Net Finance expenses of 9.2mEUR (2022: 9.0mEUR). Net
Loss of the year was 2.0mEUR (2022: Net Income 53.7mEUR).
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 and monitoring costs) showed 44.7mEUR
(2022: 61.5mEUR).
The lower Adjusted EBITDA is driven by decreased revenues
(21% YoY) arising from lower demand in the core product
markets as a consequence of slow growth in Global economies,
ongoing wars, rising inflation and interest rates. Under the cur-
rent market conditions, it has been necessary to enforce a strict
costs discipline in all areas of activity to protect the Adjusted
EBITDA margin.
Cash Flow and Liquidity reserve
Total cash and cash equivalents at year-end were 33.4mEUR, up
from 18.9mEUR for year-end 2022.
Cash flow from operating activities was 33.2mEUR (2022:
41.5mEUR). The sales of hedged power contracts had a positive
impact to cash flow by 1.2mEUR (2022: 15.1mEUR).
The cash flow from investing activities amounted to -10.8mEUR
(2022: -7.6mEUR). In 2023 Fiven completed the gas cleaning and
emission control system in Norway for 2 furnace groups. By the
end of 2023 6 out of 8 furnace group in Norway were completed.
Other important investments included crude production capacity
expansion in Brazil for the cover of expected higher SiC demand,
build-up of e-SiC production capacity, product development,
productivity improvements as well as for necessary maintenance
needed to run the factories.
The full year cash flow from financing activities was -7.8mEUR
(2022: -38.7mEUR). In December, Fiven ASA refinanced with a
new bond of 110mEUR, and at the same time redeeming the bond
from 2021 for an amount of 70mEUR. This operation permitted a
distribution to owners of 38mEUR and taking into account fees and
call option premium, the whole operation was cash neutral for 2023.
Debt and financial position
Fiven’s total liabilities at 31.12.2023 were 167.0mEUR in compari-
son to 139.2mEUR year-end 2022.
The non-current liabilities at YE 2023 end were EUR 112.9m,
an increase from year end 2022 at EUR 80.0m. The change is
coming from the increase in bond financing (EUR 39.4m), from
decrease in deferred tax liabilities (EUR 5.9m) and a decrease in
other non-current liabilities (EUR 0.7m).
Total current liabilities were EUR 54.1m at year end, down from
EUR 59.3m at Year End 2022. Income tax payable accounts
for EUR 5.9m of the reduction, all other current liabilities have
increased by EUR 0.7m.
Board of Directors’ Report 17
Fiven Annual Report 2023
Total assets and equity
Total assets at year-end amounted to 175.9mEUR compared
to 189.0mEUR year-end 2022. The power hedge contracts
reported at fair value decreased the assets by EUR 26.8m from
year end 2022, of which EUR 16.6m of the decrease is reported
under Other non-current assets and EUR 10.2m is reported as
Other Current Assets. Cash and cash equivalents and Plant
and Equipment (Net Capex additions) increased total assets by
respectively EUR 14.5m and EUR 5.7m. Other assets show a net
reduction from year end 2022 by EUR 6.5m, mainly from lower
inventories and trade receivables.
Equity reported at year-end was 8.9mEUR compared to
49.8mEUR at end of 2022. In December a distribution of EUR
38m was paid to shareholders, and the 2023 Net Loss of EUR
2.0m was transferred to the account for retained earnings. The
impact on equity from changes in foreign currency translation
reserve was -0.8mEUR. The Equity ratio end of 2022 was hence
5 percent (2022: 26 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, and that the
assumption is valid. The consolidated equity as per 31.12.2023 was
8.9mEUR (2022: 49.8mEUR). The Fiven ASA equity was 22.8mEUR
at 31.12.2023 compared with 25.3mEUR as of year-end 2022.
In December 2023 Fiven ASA has been refinanced through a new
sustainability linked bond for an amount 110 mEUR. The new bond
has a duration of 3 years from issue date (11 December 2023) and
replaces the 2021 bond.
The Board of Directors has based the going concern assumption on
the current financial position, long-term funding, and the fore-
casted net cash flows.
Segment Review
Fiven Norway
Fiven's product portfolio in Norway primarily comprises
customized products catering to diverse market segments and
customer requirements. External revenues from Fiven Norway
(excluding other income) declined by 15% in 2023 compared to a
record level in 2022.
The adjusted EBITDA was 17.3mEUR (2022: 27.6mEUR). The
variation to last year was mainly coming from the lower sales
and the selling of excess power benefitting adjusted EBITDA of
last year for an amount of 0.1mEUR whilst the corresponding
number for 2022 was 7.1mEUR.
Full time equivalents (FTE’s) at year end 2023 was 161, a reduc-
tion from 179 at year end 2022.
Fiven Brazil
Fiven Brazil's external revenues declined by 25% in 2023 year-
on-year. The result is due to a slowdown in all market segments
within Latin America and an unusually high level of demand and
customers building up inventories in 2022.
The adjusted EBITDA of 25.0mEUR was lower than 2022 of
33.9mEUR caused by lower sales during 2023.
The number of full-time equivalents (FTEs) at year end 2023
was 206, a reduction by 14 from year end 2022.
Fiven Belgium
Revenues in Fiven Belgium saw a 27% decline, which is primarily
attributed to the diminishing European market demand for core
applications, compounded by uncertain market dynamics.
As for adjusted EBITDA, the reported 2023 result of 1.0mEUR
was higher than the 2022 performance of -0.7mEUR. The 2023
performance is impacted by lower prices and low demand in
comparison with 2022. Last year carries a write-off of inventory
for an amount of 5.0mEUR.
In 2023, Fiven Belgium received the first supplies of silicon car-
bide material from the plant in Venezuela, which was previously
owned by Fiven until end of November 2022.
As for FTEs, the year ended with 19 compared to 17 FTEs end of
2022.
Parent Company Review
Fiven ASA is the parent company of the Group. The revenues
of the period reached 5.3 mEUR (2022: 5.8 mEUR) and the
Operating profit amounted to 0.3 mEUR (2022: -0.1 mEUR). The
Net Income was 35.6 mEUR (2022: 28.0 mEUR).
The Board of Directors proposes to transfer the Net Income of
35.6 mEUR to retained earnings. During 2023 Fiven ASA has
issued an extraordinary dividend of 38 mEUR.
R&D Activities
Fiven’s R&D activities are focused around four key business
areas: New Product Development, Sales Support, ESG, and
Production Support. Product development projects and the
activities in R&D is a vital part of Fiven’s growth strategy in
customized products. The product development topics in focus
are e-SiC, high purity silicon carbide for power electronic applica-
tions, and advanced technical ceramic solutions for a wide range
of applications, including ballistic protection and 3D printing.
SIKA e-SiC is continuing a very good development and products
delivered more than tripled since 2022. Quality performance
of the e-SiC production met the high micro electronic industry
18 Board of Directors’ Report
Fiven Annual Report 2023
standards, and the production system of Fiven SIKA e-SiC was
formally approved by world leading SiC electronics customers.
Strong development also in the ballistic products segment
where new product solutions and alternative process routes
were developed enabling new qualities to be offered and
facilitating higher volume output.
For the first time complex shape, full density, 3-D printed SiC
was exhibited at the 2023 Formnext conference. This break-
through was exhibited by the company Durst with large scale
parts printed from custom supplied S-Cast product from Fiven.
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. The optimization of the newly invested
semi-closing of Acheson SiC furnaces includes new measured
furnace mass balance which showed improved environmental
performance of the technology.
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
supplementary policies and procedures provided by the share-
holder, the Board of Directors exercises the overall governance
of Fiven ASA.
The Audit Committee operates as a working committee, report-
ing to the Board of Directors in accordance with 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.
In 2023 Fiven released the first report on supplier code of
conduct to comply with the Norwegian Transparency Act.
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 have
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 19
Fiven Annual Report 2023
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 as 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.
Adverse changes in the general economic conditions and
business environment in the countries in which the Group man-
ufactures, i.e. Norway, Belgium and Brazil, may have an adverse
effect on the Group’s business, financial position and results
of operations. With production and processing capabilities in
several locations including an exclusive supply agreement with
the new owner of the companies in Venezuela formerly owned
by Fiven until 2022, Fiven has the possibility to shift sourcing
among plants when these regional risks materialize.
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.
At the end of 2023, the Lillesand plant in Fiven Norge has
completed its gas cleaning project. In total, six furnace groups
are connected to a gas cleaning system. Fiven is confident that
the investment into the technology developed by Fiven itself will
enable full compliance to requirements.
In 2023, Fiven also obtained the renewal of the permit for Fiven
Norge, Eydehavn facility, this new licence is valid for the next 10
years.
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.
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. Under the existence of Fiven, the Group has managed
well the challenges 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 substantial 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 obliga-
tions. In 2023 the Group has secured its long terms financing
through a new Bond of 110mEUR being listed on the NASDAQ
Stockholm and Frankfurt Open Market stock exchanges from
February 2024. In parallel, the factoring agreement for Fiven
Norge and Fiven Belgium constitutes another source of funding.
There is also an export credit facility in Brazil. Other than that,
liquidity needs are covered through cash generated from oper-
ations. The 2023 cash generation has been positive, and cash
performance and liquidity situation have enabled Fiven ASA to
pay out a dividend to owners of 38mEUR.
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
At the end of 2022, Fiven performed the second ESG self-as-
sessment by the company Ecovadis. Ecovadis awarded Fiven
in January 2023 for the 2nd time a 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
20 Board of Directors’ Report
Fiven Annual Report 2023
Similar to the bond financing executed in June 2021, the refi-
nancing of a new a bond in December 2023 is also sustainability
linked. The same Key performance indicators were kept as in the
previous sustainability linked bond, being CO
2
and SO
2
emis-
sions (expressed in tons/tons of crude produced), and quantity
water withdrawals (in absolute value). At the exit of the first
sustainability linked bond, DNV reviewed Fiven’s sustainability
action plan, the report is disclosed on Fiven website. For the
new bond, the KPI’s achievement for 2023 will be reported in
the Sustainability Linked Bond progress report 2023 that will be
published on Fiven website (www.fiven.com/company-informa-
tion/investor-relations/reports) by end of March 2024.
Fiven started its sustainability Link Bond financing approach
in 2021 to create a stronger link between the operations and
how they affect the environment that Fiven operates in, and to
better align the objectives of the 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. 2023 new Sustainability
linked bond is part of the strategy.
Environment
Fiven is committed to manage its activities to limit the impact of
the production processes on the environment.
In 2023 Fiven has been finalizing its investments of capturing
gases at the plant in Lillesand coming from the furnaces. During
the year and up to present in 2024, furnace production in
Norway has been limited to testing and small-scale production.
Fiven Norway has covered its need for crude production from
the plant in Brazil for financial reasons as raw materials and
energy prices have been more favourable in South America. The
processing of the material in Norway continues as normal.
In 2023 we were compliant with all permit limits for the Lillesand
and Eydehavn plants, and it is expected that Fiven will stay
within the permit limits during the duration of the permit. This
applies also to other Fiven locations. Fiven Norge will resume to
crude production when it makes financially sense.
By end of 2023, Fiven has issued a new environmental policy
that formalizes the commitment to supporting the principles of
environmental sustainability and recognizes that a sustainable
environment is central to our lives and our work. The aim of this
policy is to integrate a philosophy of environmental sustaina-
bility into the whole organization and to establish and promote
best environmental practices in our operations.
In connection with Fiven’s environmental roadmap set up in
2020, Fiven management has pursued on implementing the
different actions listed in the roadmap. The following achieve-
ment was made on the main projects and actions:
• Completion of the covering furnace project in Fiven Norge
• Completion of the pre-engineering study to cover furnaces in
Fiven Brazil
• Increase the proportion of biocarbon used in Acheson
furnaces in Brazil
• Completion of trees nursery project where more than 8000
seeds were donated during the year.
• Increase the use of internal recycled material in the Acheson
furnaces in Fiven Brazil
Governance
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 favorable provision shall apply to Fiven people.
In 2023, Fiven initiated the implementation of e-learning on the
Fiven Code of Conduct. As of end of 2023, 47% of Fiven employ-
ees have performed the training. In 2024, this e-learning will be
deployed to all Fiven employees.
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.
By end of June 2023, Fiven published its first due diligence report
on suppliers’ transparency and work on fundamental human rights
and decent working conditions (Transparency Act) www.fiven.
com/company-information/investor-relations/reports.
Finally, Fiven is committed to fostering inclusive and sustainable
value creation within the communities surrounding the production
plants in Barbacena (Brazil), Arendal and Lillesand (Norway), and
Hody (Belgium). In this respect, this year, for example, the Brazilian
entity supported again different local associations in offering
food parcels to disadvantage families, they participating to the
cooperation day in organizing a leisure and fun day for children in
collaboration with Unimed, they also celebrated their 20TH collab-
oration anniversary with the Sao Miguel Society Orchestra (children
orchestra). Fiven Norge entity continue its support to local sportive
association and to local association helping youth in difficulties.
Social
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.
Board of Directors’ Report 21
Fiven Annual Report 2023
At year end, the number of full-time equivalents (FTEs) were
399 compared to 428 end of 2022. In 2023, some departures
mainly in production department occurred in Fiven Norge.
The short-term sickness rate for the period showed 1,8 percent
compared to 3.5 percent in 2022, the reduction of the percent-
age is mainly linked to Fiven Brazil short term absenteeism.
Fiven management works to extend the share of women into
various positions. The number of women has increased in 2023
compared to 2022 and represented 13,7 percent of the total FTE
at year end compared to 12.7 in 2022. In the board of Directors
and the senior management team, the female share was stable
compared to 2022 and represented respectively 67 percent and
33 percent.
In December 2023, Fiven organized the first employee survey
at group level. Results will be shared in the course of the first
quarter 2024.
Health and Safety
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 2023, we had one
lost time accident and one non-lost time accident, therefore the
TF1 (defined as the number of lost time accidents divided by the
working hours multiplied by 1000000) was at 0,9 compared to 0
in 2022. 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) decrease to 1,9 compared to 2.6 in
2022. The Group target remains zero accidents.
In August 2023, Fiven entity in Belgium reached six years without
lost time and non-lost time accidents. In November 2023, Fiven
Norge, Eydehavn reached one year without lost time and non-lost
time accidents.
In 2023, Fiven performed at Fiven Belgium (Matérieux Céramiques
SA) an audit of the ‘Fiven Roadmap’ which includes 29 standards
that should be applied in all Fiven plants. Fiven Belgium 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. They
have joined Fiven Brazil in the club of Fiven plants having
reached the Label level of the safety roadmap
Outlook for Fiven Group
Fiven, operating in a landscape of escalating geopolitical
tensions, European energy supply chain disruptions, and a
macroeconomic environment burdened by surging interest
rates and inflation, has exhibited both flexibility and agility.
The group's steadfast adherence to its dual-pillar strategy
showcases its capacity to adeptly maneuver through diverse
economic challenges, reinforcing its sustained success across
various markets. Confident in its strategic direction, Fiven will
uphold robust financial performance amidst prevailing market
uncertainties.
The Board of Directors of Fiven ASA - Oslo, 19 March 2024
Falk Ast Betty Lunøe Åsheim
Chairman Member of the Board
Helén Borchgrevink Stein Erik Ommundsen
Member of the Board General Manager
22 Board of Directors' Report
Fiven Annual Report 2023
Kapittelnavn 23
Consolidated
financial
statements
Consolidated statement of income
Amounts in EUR thousand Note 2023 2022
1 January to 31 December
Revenue 5,6 151 417 192 258
Other Income 6 1 380 15 174
Total revenue and other income
Raw materials, energy cost and change in inventory 19 (62 278 ) (77 552 )
Employee benefit expenses 8,9,10 (22 828 ) (27 931 )
Depreciation and amortization 12,15,16 (5 826 ) (5 437 )
Other operating expenses 11 (25 583 ) (34 930 )
Total operating expenses
(116 515 )
(145 850 )
Other gains and losses 23 (26 800 ) 22 388
Operating profit (loss) 9 482 83 971
Finance income 13 240 371
Finance expense 13 (10 438 ) (10 627 )
Other financial items (net) 13 988 1 238
Net finance income (expense) (9 210 ) (9 019 )
Net income (loss) before income taxes 272 74 952
Income tax expense 14 (2 306 ) (21 228 )
Net income (loss) (2 033 ) 53 724
Net income (loss) attributable to:
Shareholders of the parent (2 033 ) 53 724
Total net income (loss) attributed to shareholders (2 033 ) 53 724
Amounts in EUR thousand 2023 2022
1 January to 31 December
Net income (loss) (2 033 ) 53 724
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 (794 ) 3 337
Total comprehensive income (loss), net of tax, attributed to shareholders of the parent (2 827 ) 57 061
Consolidated statement of comprehensive income
Fiven Annual Report 2023
Financial statements 25
Amounts in EUR thousand Note 31 Dec 2023 31 Dec 2022
ASSETS
Buildings and land 15 9 165 9 253
Plant and equipment 15 29 692 24 020
Right-of-use-assets 15,12 1 948 1 301
Other Intangible assets 16,17 13 320 13 890
Goodwill 16,17 5 390 5 390
Other non-current financial assets 18,23 311 10 378
Deferred tax assets 14 166 1 088
Total non-current assets 59 993 65 321
Inventories 19 47 696 49 454
Trade receivables 20,23 20 488 28 003
Other receivables 18,23 12 249 8 626
Prepayments 18 783 734
Other current financial assets 18,23 1 332 17 976
Cash and cash equivalents including restricted cash 21 33 382 18 881
Total current assets 115 930 123 673
TOTAL ASSETS
Consolidated statement of financial position
Fiven Annual Report 2023
26 Financial statements
Amounts in EUR thousand Note 31 Dec 2023 31 Dec 2022
EQUITY AND LIABILITIES
Share capital 27 101 101
Other paid in capital 27 5 575 5 575
Retained earnings 10 427 50 460
Foreign currency translation reserve (7 176 ) (6 383 )
Total equity 8 927 49 754
Bond loan 22,23 108 593 69 146
Non-current lease liabilities 12 1 013 477
Non-current other liabilities 23 142 -
Deferred tax liabilities 14 2 698 8 565
Employee benefit obligations 9 216 265
Provisions 24 252 1 523
Total non-current liabilities 112 913 79 976
Trade payables 23,28 26 905 28 634
Other payables 23,28 5 490 6 948
Current other interest-bearing liabilities 22 16 346 14 211
Current lease liabilities 12 1 052 958
Income tax payable 14 2 090 8 023
Other current liabilities 23 83 84
Provisions (current) 24 2 116 406
Total current liabilities 54 083 59 264
Total liabilities 166 996 139 241
TOTAL EQUITY AND LIABILITIES 175 923 188 995
The Board of Directors of Fiven ASA - Oslo, 19 March 2024
Falk Ast Betty Lunøe Åsheim
Chairman Member of the Board
Helén Borchgrevink Stein Erik Ommundsen
Member of the Board General Manager
Fiven Annual Report 2023
Financial statements 27
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, 2023 101 5 575 50 460 (6 383 ) 49 754
Net income (loss) - - (2 033 ) - (2 033 )
Other comprehensive income (loss) - - - (794 ) (794 )
Total comprehensive income (loss) of the year - - (2 033 ) (794 ) (2 827 )
Dividends to owners - - (38 000 ) - (38 000 )
Closing balance as of 31 December 2023 101 5 575 10 427 (7 176 ) 8 927
Opening balance 1 January, 2022 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
Fiven Annual Report 2023
28 Financial statements
Consolidated statement of cash flows
Amounts in EUR thousand Note 2023 2022
1 January to 31 December
Net income (loss) before income taxes 272 74 952
Adjustments to reconcile net income (loss) before income tax to net cash flows:
Corporate income tax paid (11 728 ) (10 435 )
Depreciation and amortization 15,16 5 826 5 437
Net (gain)/loss on disposal of buildings, plant and equipment (397 ) (355 )
Net (gain)/loss on fair value of power derivatives 23, 30 26 819 (22 388 )
Net finance expense 13 9 213 9 019
Change in inventory, trade receivables and trade payables 7 689 (20 625 )
Change in other receivables, prepayments, and other payables (5 357 ) 5 156
Change in provisions 824 1 254
Other changes 10 (499 )
Cash flows from operating activities 33 170 41 516
Payments for buildings, plant and equipment, and intangible assets 15,16 (11 061 ) (7 963 )
Proceeds from sale of assets 151 20
Interest received 234 354
Other investing activity (83 ) -
Cash flows from investing activities (10 760 ) (7 589 )
Proceeds from issues of bonds 22,23 110 000 -
Repayment Bond loan 22,23 (70 000 ) -
Repayment Shareholders loan 22,23 - (21 977 )
Net proceeds from factoring/export financing 22 2 281 (1 576 )
Interest, placement fee and other financial expenses paid (10 508 ) (11 091 )
Payment of principal portion of lease liabilities 12 (1 586 ) (1 263 )
Payments to companys shareholders (38 000 ) (2 813 )
Cash Flow from Other Financing Activities (23 ) -
Cash flows from financing activities (7 836 ) (38 720 )
Net increase (decrease) in cash and cash equivalents 14 575 (4 793 )
Net foreign exchange differences (74 ) 36
Cash and cash equivalents including restricted cash at 1 January 18 881 23 637
Cash and cash equivalents including restricted cash as of 31 December 21 33 382 18 881
Restricted cash at 1 January 194 112
Change in restriced cash 145 82
Restricted cash as of 31 December 21 339 194
Total cash and cash equivalents excluding restricted cash 31 December 21 33 042 18 687
Fiven Annual Report 2023
Financial statements 29
Notes to the consolidated
financial statements
Note 1 General information 31
Note 2 Material accounting policies 31
Note 3 Accounting estimates and judgements 33
Note 4 Composition of the group 34
Note 5 Operating segments 36
Note 6 Revenue 39
Note 7 Grants 41
Note 8 Employee benefit expenses 42
Note 9 Employee benefit obligations (pensions) 43
Note 10 Management remuneration 44
Note 11 Other operating expenses 46
Note 12 Leasing 47
Note 13 Finance income and expenses 49
Note 14 Taxes 50
Note 15 Property, plant and equipment 53
Note 16 Intangible assets 55
Note 17 Impairment assessments 57
Note 18 Other receivables 59
Note 19 Inventories 59
Note 20 Trade receivables 60
Note 21 Cash and cash equivalents 61
Note 22 Interest bearing liabilities 61
Note 23 Financial assets and liabilities 66
Note 24 Provisions 71
Note 25 Financial risk 72
Note 26 Capital management 75
Note 27 Equity 76
Note 28 Trade and other payables 77
Note 29 Transactions and balances with related parties 78
Note 30 Financial impact of climate related risk 79
Note 31 Events after the reporting period 79
Fiven Annual Report 2023
30 Financial statements
Fiven Annual Report 2023
Financial statements 31
Fiven Annual Report 2023
32 Financial statements
Fiven Annual Report 2023
Financial statements 33
Fiven Annual Report 2023
34 Financial statements
Fiven Annual Report 2023
Financial statements 35
Fiven Annual Report 2023
36 Financial statements
Fiven Annual Report 2023
Financial statements 37
Fiven Annual Report 2023
38 Financial statements
Fiven Annual Report 2023
Financial statements 39
Fiven Annual Report 2023
40 Financial statements
Fiven Annual Report 2023
Financial statements 41
Fiven Annual Report 2023
42 Financial statements
Fiven Annual Report 2023
Financial statements 43
Fiven Annual Report 2023
44 Financial statements
Fiven Annual Report 2023
Financial statements 45
Fiven Annual Report 2023
46 Financial statements
Fiven Annual Report 2023
Financial statements 47
Fiven Annual Report 2023
48 Financial statements
Fiven Annual Report 2023
Financial statements 49
Fiven Annual Report 2023
50 Financial statements
Fiven Annual Report 2023
Financial statements 51
Fiven Annual Report 2023
52 Financial statements
Fiven Annual Report 2023
Financial statements 53
Fiven Annual Report 2023
54 Financial statements
Fiven Annual Report 2023
Financial statements 55
Fiven Annual Report 2023
56 Financial statements
Fiven Annual Report 2023
Financial statements 57
Fiven Annual Report 2023
58 Financial statements
Fiven Annual Report 2023
Financial statements 59
Fiven Annual Report 2023
60 Financial statements
Fiven Annual Report 2023
Financial statements 61
Fiven Annual Report 2023
62 Financial statements
Fiven Annual Report 2023
Financial statements 63
Fiven Annual Report 2023
64 Financial statements
Fiven Annual Report 2023
Financial statements 65
Fiven Annual Report 2023
66 Financial statements
Fiven Annual Report 2023
Financial statements 67
Fiven Annual Report 2023
68 Financial statements
Fiven Annual Report 2023
Financial statements 69
Fiven Annual Report 2023
70 Financial statements
Fiven Annual Report 2023
Financial statements 71
Fiven Annual Report 2023
72 Financial statements
Fiven Annual Report 2023
Financial statements 73
Fiven Annual Report 2023
74 Financial statements
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Financial statements 75
Fiven Annual Report 2023
76 Financial statements
Fiven Annual Report 2023
Financial statements 77
Fiven Annual Report 2023
78 Financial statements
Fiven Annual Report 2023
Financial statements 79
Fiven ASA
financial
statements
Statement of income
Amounts in EUR thousand Note 2023 2022
1 January to 31 December
Revenue 3 5 325 5 832
Total revenue 5 325 5 832
Employee benefit expenses 4, 5 (874) (1 116)
Other operating expenses 6 (4 154) (4 788)
Total operating expenses (5 028) (5 904)
Operating profit (loss) 297 (72)
Finance income 7 45 722 40 428
Finance expense 7 (9 422) (9 274)
Other financial items (net) (101) (882)
Net finance income (expense) 36 199 30 272
Net income (loss) before income taxes 36 495 30 200
Income tax expense 8 (927) (2 247)
Net income (loss) 35 568 27 952
Net income (loss) attributable to:
Equity holders of the parent 9 35 568 27 952
Total net income (loss) attributed 35 568 27 952
Financial statements 81
Fiven Annual Report 2023
Fiven Annual Report 2023
Amounts in EUR thousand Note 31 Dec 2023 31 Dec 2022
ASSETS
Investments in subsidiaries 10 77 635 77 635
Other financial assets 11 13 14
Deferred tax asset 8 - 437
Total non-current assets 77 648 78 086
Trade receivables 3 158 1 936
Other receivables 3, 12 43 988 22 234
Prepayments 118 130
Cash and cash equivalents 13 11 480 5 899
Total current assets 55 744 30 198
TOTAL ASSETS 133 392 108 284
Statement of financial position
82 Financial statements
Fiven Annual Report 2023
Amounts in EUR thousand Note 31 Dec 2023 31 Dec 2022
EQUITY AND LIABILITIES
Share capital 9 101 101
Other paid in capital 9 - -
Retained earnings 9 22 740 25 172
Total equity 22 842 25 274
Bond loan 12 108 593 69 146
Interest bearing liabilities 12 - -
Other liabilities and provision 3 - 10 560
Total non-current liabilities 108 593 79 706
Trade payables 3 501 618
Other payables 1 065 577
Income tax payable 8 391 2 109
Total current liabilities 1 957 3 305
Total liabilities 110 550 83 011
TOTAL EQUITY AND LIABILITIES 133 392 108 284
Financial statements 83
The Board of Directors of Fiven ASA - Oslo, 19 March 2024
Falk Ast Betty Lunøe Åsheim
Chairman Member of the Board
Helén Borchgrevink Stein Erik Ommundsen
Member of the Board General Manager
Fiven Annual Report 2023
Statement of cash flows
Amounts in EUR thousand Note 2023 2022
1 January to 31 December
Net income (loss) 35 568 27 952
Corporate income tax 8 927 2 247
Net income (loss) before income taxes 36 495 30 200
Adjustments to reconcile net income (loss) before income tax to net cash flows:
Corporate income tax paid (2 208) (1 050)
Net finance expenses 7 (36 199) (30 272)
Received paid dividend and group contribution
1
22 965 19 005
Changes in trade receivables and trade payables 1 661 (2 272)
Changes in other receivables, prepayments, and other payables 27 (89)
Other changes (13) (2)
Cash flows from operating activities 22 729 15 520
Repayments of loan by related parties 3 (10 506) 8 420
Cash flows from investing activities (10 506) 8 420
Proceeds from issues of bonds 12 110 000 -
Repayment of Bond loan 12 (70 000) -
Repayment of shareholder loan 12 (21 977)
Proceeds from other interest bearing liablities 12 5 591
Interest and placement fee paid 12 (8 642) (9 514)
Dividend to shareholders 9 (38 000) (2 813)
Cash flows from financing activities (6 642) (28 714)
Net increase in cash and cash equivalents 5 581 (4 774)
Cash and cash equivalents as of 31 December 2023 5 899 10 673
Cash and cash equivalents as of 31 December 2023 11 480 5 899
1 The comparison figures for 2022 haves been changed to reflect payment of dividends from subsidiaries as operational activities for Fiven ASA.
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 2023
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),
including notes, for the year ended
31 December 2023 were approved by the Board of Directors of
Fiven ASA on 19 March 2024.
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 2023
Financial statements 87
Receivables
Trade receivables are recognized in the balance sheet after pro-
vision for bad debts. Trade receivables in 2023 and 2022 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 2023 and 2022 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. After
initial recognition, such financial liabilities are measured at
amortized costs using the effective interest method. Transaction
costs are taken into account when calculating 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 contribution
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.
Cash flow statement
The cash flow statement is presented using the indirect method.
Cash and cash equivalents includes cash, bank deposits and
other short term, highly liquid investments with maturities of
three months or less.
Fiven Annual Report 2023
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 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Trade receivables 102 91 11 1 808 41 36 3 1 - - 158 1 936
Other receivables 24 970 14 267 - - 18 913 7 865 - - 107 97 43 990 22 229
Total assets 25 072 14 358 11 1 808 18 954 7 901 3 1 107 97 44 147 24 165
Non current liabilities - 7 365 - - - 3 195 - - - - - 10 560
Trade payables - - - - 7 - 122 - 42 70 170 70
Total liabilities - 7 365 - - 7 3 195 122 - 42 70 170 10 630
Revenue 2 091 2 032 646 1 197 2 588 2 602 - - - - 5 325 5 832
Dividend/Group
Contribution
23 896 14 267 - - 20 638 25 712 - - - - 44 534 39 979
Management fee expense - - - - - -
(1 689)
(1 693)
(552)
(587)
(2 241)
(2 279)
Other income 923 435 165 - - - - - 14 9 1 102 445
Financial expense
(584)
(54)
-
(109)
(24)
(75)
- - - -
(608)
(237)
Total income statement 26 326 16 681 812 1 088 23 201 28 239
(1 689)
(1 693)
(538)
(578)
48 112 43 739
Note 4 Employee benefit expenses
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Salaries incl. bonuses 700 797
Social security cost 126 120
Defined contribution pension cost (note 5) 26 30
Other personnel related cost 22 169
Total employee benefit expenses
874
1 116
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 and 8 per cent between 7.1 and 12 G.
1G refers to the Norwegian national insurance scheme's basic amount, which was 118 620 NOK as of 1 May 2023.
The defined contribution plan covers all full-time employees. As of 31 December 2023, there were 4 members in the plan.
Contribution expensed amounted to 26,1 kEUR in 2023, (29.6 kEUR in 2022).
Fiven Annual Report 2023
Financial statements 89
Note 6 Other operating expenses
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Other operating expenses
Lease expenses 65 73
IT related expenses 83 290
Travel, Insurance, meetings and office expenses 155 173
Consultancy fees and external personnel expenses 402 738
Audit expenses 147 140
Management fee 3 287 3 359
Other operating expenses 15 15
Total other operating expenses 4 154 4 788
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Specification auditor's fee
Statutory audit (PWC) 115 121
Other assurance services (PWC) 32 19
Total 147 140
Note 7 Finance income and expenses
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Finance income
Interest income intercompany 1 102 445
Dividends from subsidiaries 44 534 39 979
Other interest income 86 4
Total finance income 45 722 40 428
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Finance expenses
Interest on debts and borrowings (8 333) (7 038)
Interest expense intercompany (608) (237)
Interest expenses other (1) (4)
Other financial expenses
1
(480) (1 995)
Total finance expenses (9 422) (9 274)
Other financial items (net)
Net foreign exchange gains (losses) (101) (882)
Other financial items (net) (101) (882)
Net Finance income (expenses) 36 199 30 272
1
480 kEUR relates to the call option premium for early redemption of the previous Bond loan with termination date (21 June 2024), correspondently
the 1 995 kEUR in 2022 relates to the consent fee paid to bondholders for the amendment to the terms and conditions in the Bond loan dated
December 5, 2022.
Fiven Annual Report 2023
90 Financial statements
Note 8 Taxes
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Current tax expense (858) (2 109)
Previous year tax adjustment 269
214
Withholding tax (338) (789)
Changes in deferred tax -
437
Income tax (expense) benefit (927) (2 247)
RECONCILIATION OF TAX (EXPENSE) BENEFIT TO NOMINAL STATUTORY TAX RATE OF 22%
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Net income (loss) before income taxes 36 495 30 200
Tax (expense) benefit at applicable tax rate (8 029) (6 644)
Tax effect of permanent differences exempted for tax 7 788 5 487
Non deductible expenses 70
Other deductible expenses
Changes in urecognisez deferred tax asset (1 212) (1 541)
Tax effect on interest deductions above tax limitations
Tax effect on translation differences exempt of tax 595 956
Tax effect on translation differences previously unrealized
Correction of previous years current tax 269 214
Other taxes, withholding tax (338) (789)
Income tax (expense) benefit for the year (927) (2 247)
DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES
Amounts in EUR thousand 1 Jan-31 Dec 23 1 Jan-31 Dec 22
Tax losses carried forward - -
Withholding tax expected to be credited - 437
Other non current / Interest cost subject to limitations 5 686 4 623
Net Deferred tax assets/(liabilities) 5 686 5 060
Unrecognized deferred tax asset, losses carried forward - -
Unrecognized deferred tax asset, withholding tax
Unrecognized deferred tax asset (5 686) (4 623)
Net Deferred tax assets/(liabilities) 31.12 - 437
Deferred tax assets of 5 686 kEUR in 2023 (4 623 kEUR in 2022) 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 5 686 kEUR are not recognized
as at 31 December 2023 (31 Dec 2022: 4 623 kEUR were not recognised. The 437 kEUR consist of tax withholding carried forward).
Fiven Annual Report 2023
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, 2023 101 - 25 172 25 274
Net income (loss) - - 35 568 35 568
Dividend to owners - - (38 000) (38 000)
As of 31 December, 2023 101 - 22 740 22 842
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
Fiven ASA distribute an extraordinary dividend of EUR 38 000.00 per share, in total EUR 38 000 000.00 based on the Company's
audited interim balance sheet of 3 November 2023.
Fiven ASA distribute an extraordinary dividend of EUR 2 813.33 per share, in total EUR 2 813 330.54, 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 2023
Carrying
value
31 Dec 2022
Company
Fiven Norge AS Norway 100% 14 451 (9 603) 42 368 42 368
Fiven GmbH Germany 100% 88 6 29 29
Materiaux Ceramiques SA Belgium 100% 9 583 388 15 391 15 391
Carbeto de Silício Sika Brasil Ltda Brazil 100% 26 720 13 681 19 846 19 846
Fiven North America Inc US 100% 22 (2) - -
Total 77 635 77 635
Fiven Annual Report 2023
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 2023 31 Dec 2022
Currency NOK USD BRL SEK NOK USD BRL SEK
Other non current (financial) assets 13 - - - 14 - - -
Receivables 9 700 107 18 913 - 14 272 299 7 865 -
Other current (financial ) assets 3 - - - 70 - - 7
Cash and cash equivalents 191 - - 11 222 - - 14
Total monetary assets 9 907 107 18 913 11 14 577 299 7 865 21
Interest bearing liabilities 7 365 - - -
Trade payables 71 42 7 92 348 84 - 18
Other payables 800 - - - 2 076 - - -
Total monetary liabilities 871 42 7 92 9 790 84 - 18
Net currency exposure financial position 9 036 65 18 906 (82) 4 787 215 7 865 3
31 Dec currency rate
11.24
1.11
5.36
11.10
10.51
1.07
5.64
11.12
Fiven Annual Report 2023
Financial statements 93
Note 12 Interest bearing receivables and liabilities
Interest Total
Amounts in EUR thousand Termination Rate 2023 2022 2023 2022
Loan Fiven Norge AS (subs.) Dec 31, 2024 EURIBOR+6.7% 270 24 970
Loan Fiven Norge AS (subs.) Dec 31, 2023 EURIBOR+8.1% 653 435 14 267
Loan Fiven North America Inc (subs.) Jun 21, 2024 USDLIBOR+8.1% 14 9 107 97
Total current assets 25 077 14 364
Senior secured floating rate bond – 2026 Dec 11, 2026 EURIBOR+6.85% 652 108 593
Senior secured floating rate bond – 2021 Jun 21, 2024 EURIBOR+6.85% 7 681 5 568 69 146
Loan Tosca Intermediate Holdings Sàrl
1
Jun 22, 2024 EURIBOR+6.8914% - 1 470 - -
Loan Matreaux Ceramiques (subs.) Jun 22, 2024 EURIBOR+8.1% - 109 - -
Loan Fiven Norge AS (subs.) Dec 1, 2025 EURIBOR+6.85% 584 54 - 7 365
Loan Carbeto de Silício Sika Brasil Ltda (subs.) May 27, 2023 2.5% 24 75 - 3 195
Total non-current liabilities 108 593 79 706
1
The shareholder loan was repaid in full on 6 December 2022. 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
.
Senior secured floating rate bond loan
On 11 December 2023 (First Issue Date) Fiven completed a 170
mEUR Senior Secured Sustainability-Linked Floating Rate Bond.
The bonds carry an interest of EURIBOR + 6.7%. 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 110 mEUR. The old bond loan were redeemed
on 21 December 2023.
The covenants for the new bond is as following:
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) 4.25:1 for the period from 11 December 2023 to (and
including) the date falling one (1) year after the 11
December 2023;
(b) 4.00:1 for the period from (but excluding) the date falling
one year after the 11 December 2023 to (and including) the
date falling two years after 11 December 2023; and
(c) 3.75:1 for the period from (and excluding) the date falling
two years after 11 December 2023 to (and including) 11
December 2026 (the Final Maturity Date).
The Incurrence Test is met, if:
(a) the Leverage Ratio is equal to or less than:
3.00:1 for the period from 11 December 2023 to (and
including) the date falling eighteen (18) months after 11
December 2023; and
2.75:1 for the period from (but excluding) the date falling
eighteen (18) months after 11 December 2023 to (and
including) the 11 December 2026 (Final Maturity Date); and
(b) no Event of Default is continuing or would occur upon the
incurrence or payment (as applicable).
Leverage ratio is the ratio of net interest-bearing debt to EBITDA.
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.
The Issuer shall redeem all, but not only some, of the outstand-
ing Bonds in full on the 11 December 2026 (Final Maturity Date)
with an amount per Bond equal to the Nominal Amount together
with any applicable Sustainability-Linked Redemption Premium
on the Redemption Date and accrued but unpaid Interest. If the
Final Maturity Date is not a Business Day, then the redemption
shall occur on the first following Business Day.
The applicable Sustainability-Linked Redemption Premium shall
be equal to:
(a) the Maximum Sustainability-Linked Redemption Premium;
less (b) one third (1/3) of the Maximum Sustainability-Linked
Redemption Premium (rounded down to two (2) decimals) for
each KPI where the Issuer meets the Sustainability Performance
Target for such KPI on the Target Observation Date.
Fiven Annual Report 2023
94 Financial statements
The Maximum Sustainability-Linked Redemption Premium is
0.50 percent.
Target Observation Date means thirty days prior to (a) 11
December 2026 (the Final Maturity Date), 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 11 December 2023 to, but
excluding, the First Call Date (date falling eighteen months
after 11 December 2023) at an amount per Bond equal to
103.35 per cent. of the Nominal Amount plus any applica-
ble Sustainability-Linked Redemption Premium and the
remaining interest payments to, but excluding, the First
Call Date, up to and including the First Call Date together
with accrued but unpaid Interest;
(ii) any time from and including the First Call Date (date falling
eighteen months after 11 December 2023) to, but exclud-
ing, the first Business Day falling twenty-four months after
11 December 2023 at an amount per Bond equal to 103.35
per cent. 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
twenty-four months after 11 December 2023 to, but
excluding, the first Business Day falling thirty months after
the 11 December 2023 at an amount per Bond equal to
102.01 per cent. 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
thirty months after the 11 December 2023 to, but exclud-
ing, the first Business Day falling thirty-three months after
the 11 December 2023 at an amount per Bond equal to
100.67 per cent. of the Nominal Amount plus any applica-
ble Sustainability-Linked Redemption Premium, together
with accrued but unpaid Interest; and
(v) any time from and including the first Business Day falling
thirty-three months after the 11 December 2023 to, but
excluding, the Final Maturity Date (11 December 2026) at
an amount per Bond equal to 100.000 per cent. 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 and the Agent.
Any such notice is irrevocable but may, at the Issuer's discre-
tion, contain one or more conditions precedent. Upon expiry
of such notice and the fulfillment of the conditions precedent
(if any), the Issuer is bound to redeem the Bonds in full at the
applicable amounts.
Upon the occurrence of a Change of Control Event, Listing
Failure Event or a Delisting Event, each Bondholder shall have
the right to request that all, or some only, of its Bonds be repur-
chased at a price per Bond equal to 101 per cent. of the Nominal
Amount together with any applicable Sustainability-Linked
Redemption Premium on the Redemption Date and accrued but
unpaid Interest, during a period of forty-five days following a
notice from the Issuer of the Change of Control Event, Listing
Failure 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 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. No shareholder loans in 2023.
Fiven Annual Report 2023
Financial statements 95
Note 13 Cash and cash equivalents
Amounts in EUR thousand 31 Dec 2023 31 Dec 2022
Cash and bank deposits (unrestricted) 11 415 5 829
Restricted bank deposits
1
65 70
Total cash and cash equivalents 11 480 5 899
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 2023.
Fiven Annual Report 2023
96 Financial statements
Fiven Annual Report 2023
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 2023, 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 2023, 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 material
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 2023, and its financial performance and its cash flows for the year then ended in
accordance with the 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 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting 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 International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for five years from the election by the general meeting of the
shareholders on 15 October 2019 for the accounting year 2019.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
Fiven Annual Report 2023
98 Auditor’s report
2 / 5
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
The Group’s business operations are largely the same as last year. Impairment assessment of goodwill and
other intangible assets carries the same characteristics and risks this year and has consequently continued
to be in our focus for the 2023 audit.
Key Audit Matters
How our audit addressed the Key Audit Matter
Impairment assessment of goodwill
and other intangible assets
The net book value of the Group’s
goodwill and other intangible assets
was EUR 5
390 thousand and EUR
13
320 thousand respectively at 31
December 2023.
We focused on impairment
assessment of goodwill and other
intangible assets because of the level
of mana
gement judgment applied in
making the assessment. The use of
judgment is mainly related to
assumptions, such as, discount rate
(WACC), future revenues from sales
of products, EBITDA ratios and capital
expenditures.
Further, a potential impairment charge
ma
y have a material impact on the
asset’s carrying value.
See notes 3 and 17 to the
consolidated financial statements
where the impairment model and key
assumptions are explained and
disclosed.
We obtained management’s impairment review. The review
incl
uded documentation of management’s identification of cash
generating units (CGU’s). We assessed and found identified
CGU’s to be appropriate.
We challenged key assumptions applied by management in the
cash flow forecasts incorporated into the impairment mo
del.
Specifically, we challenged future revenues, EBITDA ratios and
capital expenditures.
We tested the mathematical accuracy of cash flow models, and
assessed relevant data to historical financial data, future budget
approved by management and other obtai
nable market
information such as relevant benchmarks for growth estimates.
We evaluated the discount rate used by management by
comparing its composition to empirical data for future interest
rates, relevant risk premium and debt ratio. Key assumptions
use
d were benchmarked against external data and our own
internal data. We found the applied discount rate to be within a
range of reasonable outcomes.
We performed sensitivity analyses 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 compared our sensitivity analyses to the disclosure in
the notes.
During the course of our audit procedures, no significant
deviations were identified.
Finally, we consid
ered the adequacy of financial statements
disclosures 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
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Auditor’s report 99
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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
appears 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 of the Company 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 of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible 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.
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.
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100 Auditor’s report
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● 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.
● 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, actions taken to
eliminate threats or safeguards applied.
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 549300Z4VK4GSH1X0129-2023-12-31-en.zip, 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 report 101
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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, 19 March 2024
PricewaterhouseCoopers AS
Anders Ellefsen
State Authorised Public Accountant (Norway)
Fiven Annual Report 2023
102 Auditor’s report
Fiven Annual Report 2023
103
Appendix to Fiven 2023 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
explanation.
OIE include one-off and non-recurring operating expenses, but excludes operating income from excess power sales for 2023.
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 and it excludes the monitoring fee.
Fiven Annual Report 2023
104 Alternative Performance Measures
APM Table:
SEGMENT REPORTING FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023
Amounts in EUR thousand Fiven Norway Fiven Brazil Fiven Belgium Other
Total segment
reporting
Operating profit/(loss)
(13 609)
23 101
678
(688)
9 482
Depreciation and amortization 2 841 1 685 229 1 071 5 826
EBITDA (10 768) 24 786 908 383 15 308
Transaction costs - 8 - 76 84
Total other non-recurring costs 481 232 83 (182) 614
Other non-financial income/expense 27 617 - - - 27 617
Monitoring fee - - - 1 047 1 047
Adj. EBITDA 17 329 25 026 990 1 323 44 669
Of non-recurring & other non-financial items kEUR 25 583 is related to power contract income.
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
EBITDA 57 913 33 588 (1 505) (589) 89 408
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
Adj. EBITDA 27 611 33 894 (725) 677 61 457
Of other non-financial income/expenses kEUR (30 353) is related to power contract income.
Fiven Annual Report 2023
Alternative Performance Measures 105
Fiven Annual Report 2023
