2
Key Figures 3
CEO Letter 4
About the Company 5
FINANCIAL STATEMENTS
Board of Directors report 8
CONSOLIDATE FINANCIAL STATEMENTS (Group)
Statement of profit and loss 15
Statement of other comprehensive income 15
Statement of financial position 16
Statement of changes in equity 17
Statement of cash flow 18
Notes to the accounts 19
FIRST MOVER Group HOLDING AS FINANCIAL STATEMENTS
Statement of profit and loss 48
Statement of financial position 49
Statement of cash flow 50
Notes to the accounts 51
Auditor's report 56
Appendix 60
Alternative Performance Measures and Definitions
FMG - Annual Report 2022
FMG - Annual Report 20223
(443m in 2021)
(-49.4m in 2021)
Depreciation and Impairment of
NOK 71.9m
(36.9m in 2021
2
) COMPANY
2
See Note 1 for further information, CFO in 2021 annual
report was 34.8m but now interests have been moved from
CFO to CFF
3
Includes all full-time employees and employees with
variable contracts with a minimum of 20% fixed
employment
4
For FMG Norge the biggest entity in our Group
Proforma contribution from acquired companies was
NOK -9.0m in 2022
1
Includes a 117m gain on modification of debt
4 FMG - Annual Report 2022
2022 the start of a new era
At this time 12 months back, we understood that the time of rapid
expansion was over, and that time was ticking in order to adjust to this
reality. After a high growth period with many inorganic additions, our
services covered a vast area and mirrored a complex internal structure
in everything from legal entities, brand names, IT systems and
reporting routines. The Group was in breach with our bond covenants
and had only months before the bond matured. We suffered large
losses in our foreign subsidiaries which drew on management and
financial resources. Norway showed a declining tendency suffering
from Group’s focus and energy was used elsewhere.
End of high growth
When a company stops a double-digit growth, it becomes vulnerable.
Internal systems, routines and cost levels are based on further growth.
In 2022, FMG underwent several processes to become a leaner and
lighter company, with the aim to produce a healthy economy at the
prevailing level of revenues. Through 2022 and 2023 we expect to cut
our fixed cost base with between five and ten percent. In a market with
cost increase of close to ten percent per year, this means a significant
efficiency improvement.
After a certain period, the extraordinary circumstances must cease to
be extraordinary. After a certain period, all fixed costs are variable. In
our efficiency programs, we have had a clear ambition. Take out cost
elements without compromising our strategy or reducing future
ability to generate value. Hence, we cut cost in non-core business and
administration, and shield our specialist knowledge and business
development. Both critical elements to position FMG for the future.
Becoming more efficient, also comes with costs. Both short term
economical, but not at least to our culture. People are affected and our
culture is weakened. I am relieved that we still have core team intact
and promise to rebuild rather than drain on cultural input in 2023.
Simply back to core business
After years with acquisitions, our range of services had become large.
In 2022 we decided to reduce our service offering and returning to the
core concept behind FMG, the “M”, Mover. Everything we do from
now, is directly related to servicing a company in some phase of a
relocation process. Our offering is separated into two business
segments: Tenant Advisory related to all pre-relocation “desktop-
work” and the Business Relocation which is the physical execution.
By reducing the complexity, we also reduce our costs. Less storage
space, fewer administrative resources, less time spent on accounting
and reporting and more time on core business with our most
profitable clients and projects.
Capital structure
In 2022 we underwent a restructuring with our main creditors.
Through the process it was crucial to get the creditors onboard a joint
business plan aligning our understanding of the company and
outlook. We developed a business plan detailing a five-year outlook.
Despite a challenging process, we came out of it with an extended
maturity and eased covenants as well as bondholders being our co-
investors on the equity side, and just as important, creditors with
improved understanding of our company. Should FMG have to
engage with our creditors again, we believe we will start discussions
with a smaller gap of knowledge between ourselves.
Rationalizing our efforts abroad
We have started to retract our foreign exposure. This does not mean
that we do not believe that our concept also works abroad. We were
simply not strong enough to carry out expansions in three different
countries in addition to fight effects of COVID and cost inflation.
Therefore, we are out of Germany and reduced our operations in
Sweden. FMG Deutschland will continue in close cooperation, but
not as a part of the Group. Sweden will be covered through a human
and asset light concept with local operational partnerships. Denmark
experienced a solid increase in revenue from 2021 but some historical
weak contracts, sticky costs and one-offs, resulted in continued
negative results, albeit at a lower level than last year.
Focus back to Norway, again
Our main engine in Norway had since 2019 been somewhat left to
itself with the objective to keep status quo and generate profit to fuel
foreign expansion and service debt. With deteriorating market
conditions, the profitability in keeping status quo was under pressure.
In 2022 we have again nurtured the Norwegian operation with a
lighter organization with reduced administrative costs, simplified
business model and increased focus on sales. We believe this will
harvest results in 2023.
Going into 2023, we have a careful optimistic view. We expect a
modest increase in revenue as we have won several large and promising
new projects. In addition, effects from reductions in costs will start to
materialize. In 2023 we will also strengthen our position as a leader
within ESG sustainability amongst our peers, backed by the creation
of one of Scandinavia’s strongest advisory teams within commercial
real-estate.
Øystein Leivestad
CEO
“
After a certain period, the extraordinary external
circumstances must cease to be extraordinary. After a certain
period, all fixed costs are variable.
FMG - Annual Report 20225
Introduction
First Mover Group (FMG) is a leading Nordic player offering premium services to businesses on the move. Based on investments in technology,
infrastructure, and a highly specialized workforce, we have a unique offering which adds significant value to our client’s workplace investment.
We work hard every day to create Better Beginnings for our customers. We do that by providing a full range of services; starting with identifying
future workplace needs, searching to find the perfect property, and negotiating the best deal for our customers. Then we manage the entire project
from A to Z including coordination and construction follow-up, interior design specification, procurement services and relocation planning.
Finally, we execute the relocation process and return of existing premises, we manage the logistics and assembly of all new furniture, AV equipment
and racks and have you up and running at your new premises with minimum downtime.
Each year, thousands of business are signing new rental contracts in the Nordics. Many of these contracts result in relocation or upgrades of
workplaces. This is our market. Few to none can deliver what we can – because we keep moving.
Our Group
First Mover Group Holding AS (“the Group” or FMGH) is a holding company controlling all the subsidiaries of FMG. The company was
established when FMGH acquired First Mover Group AS (including its subsidiaries) 7 May 2019. The acquisition is considered to be a transaction
after IFRS. Subsequently, historical financial statements for 2019 for First Mover Group AS are the consolidated statements as of 7 May 2019, and
not the full financial year 2019.
Geographical coverage
As of 31 December 2022, the Group has operations in Norway, Sweden and Denmark. The geographical reach includes all larger cities in
Scandinavia including Oslo, Drammen, Stavanger, Bergen and Trondheim in Norway, Stockholm (remotely managed), Gothenburg and Malmö in
Sweden, Copenhagen and Aarhus in Denmark. In addition, the company has a partnership with a small affiliated company in Krefeld outside
Düsseldorf in Germany.
FMG is headquartered at Skøyen in Oslo.
6 FMG - Annual Report 2022
FMG supports companies in their workplace relocation process.
• Tenant Advisory – mapping of current and future workplace
needs. Support in market search and technical specification and
evaluation. Contract advisory on commercial, financial and legal
terms. Special project management, management of sub-suppliers
and procurement, financial management, project communication
and involvement and management of the environmental footprint.
• Business Relocation - coordination and execution of the
relocation process including storage and complete assembly of
equipment and furniture. Redelivery of existing premises.
FMG - Annual Report 20227
Our Vision: We create better beginnings.
Our vision answers the big questions: Why are we doing this? What makes us get up in the morning and go to work?
What is our driving force, purpose and intent? Our vision is our dream, something we never finish doing. It is our reason for being. The positive
difference we make in society. And ours is: “We create better beginnings”!
It reflects the work we do for our customers every day! We help them realize new dreams through better beginnings.
Our Mission: Deliver premium services to businesses on the move.
A mission statement describes what we do and whom we do it for.
When we asked our employees, they highlighted the importance of delivering high quality. They stated it again and again: That it is at the heart of
who we are and that it should be further strengthened. That high quality is what differentiates us from our competitors. That our quality makes
them proud to be part of our company. So, we took quality to heart and call it “premium services”. It is also a commitment that we want to be
innovative and ahead of our competitors, ensuring a seamless process for our customers.
We state that we deliver our premium services “to businesses on the move” to clarify that our focus is on helping businesses – which includes
private and public companies, institutions and organizations.
Our Values
Our values describe the way we deliver our services.
Our behavior should always aspire to our values, so that we behave consistently towards each other, our customers and our partners. Our values are
at the core of our unique culture, at the heart of who we are. How people recognize us and how we consistently behave and deliver our services over
time.
Professional means that we are knowledgeable, thorough, trustworthy and tidy in everything we do. The value describes the premium services and
quality we strive to deliver. We keep our high-end promises.
Together means that we deliver as a team. We work together as an extended family, support each other and share successes as well as challenges.
”Together” also describes how we collaborate with our customers, and how we work together across and throughout our value chain.
Ahead means that we are on top of our game. We know what our customers need before they do, and we deliver ahead – never late. Also, we are
ahead with the tools and technology needed to deliver premium services.
FMG - Annual Report 20228
Overview of the Group
First Mover Group (FMG) is a Scandinavian player offering services to businesses
in a relocation process. Our services include tenant advisory services and business
relocation services. The Group has operations in Norway, Sweden and Denmark.
First Mover Group Holding AS (“the Group” or FMGH) is a holding company
controlling all the subsidiaries of FMG. The Group has its headquarter in Skøyen,
Norway.
Statement on the annual financial statements
In accordance with the Norwegian Accounting Act § 3.3a the Board confirms that
First Mover Group Holding AS fulfils the requirements necessary to operate as a
going concern, and the 2022 financial statements have been prepared on the basis
of this assumption. First Mover Group Holding AS has prepared the consolidated
financial statements for the Group (“First Mover Group”, “FMG”, “the Group” or
“the Company”) for the financial year 2022 in accordance with IFRS
(International Financial Reporting Standards) as adopted by the European Union.
Consolidated income statement for the Group
The Company’s revenue decreased from last reported Revenue, from NOK 443m
in 2021 to NOK 418m with no inorganic growth in 2022. Adjusting 2021
Revenue for the disposal of Söder Stadsbud in Sweden and sale of our FMG
Deutchland which was executed 30 November 2022, the organic growth dropped
to -1,8% from last year’s full Pro forma Revenue* of NOK 416m to this year’s Pro
forma Revenue* of NOK 408m. The business segment Business Relocation
remains the largest segment representing 82% (78%) of the revenues, Tenant
Advisory with 11% (10%) and Other representing 7% (12%) respectively.
Norway continues to be the largest geographical region representing 69% (71%) of
revenues. Denmark with 17% (14%) and Sweden with 11% (14%). Germany had a
revenue of NOK 9m and represented 2% (0%) of the Group’s revenue in 2022.
The Company continued to retract the most marginal operations abroad and
therefore closed-down the remaining Stockholm operation in Sweden as well as our
German operation. The Group will still be present in Stockholm, but not through
permanent presence. We will continue a tight partnership with Germany and
cooperate on operational aspects, but no longer as an owned part of the Group.
Throughout this report, we compare the 2022
consolidated income statement with figures from
2021 (in brackets if not otherwise described).
Germany 2%
Norway 69%
Denmark 17%
Sweden 11%
Business relocation 82%
Tenant advisory 11%
Other 7%
* Pro forma defined under Alternative Performance Measure (APM) and Definitions at the end of the
Annual Report
FMG - Annual Report 20229
Revenue for 2022 was NOK 418m (443m). Operating profit was
NOK -31.7m (-26.9m) resulting in a negative operating margin. The
negative operating profit is a result from lower revenue from contracts
with customers compared to relevant Pro forma* figures in 2021, extra
costs related to restructuring of bond in 2022 and a continued
impairment of goodwill. As a result of the restructuring of the bond,
the bond is categorized as modified debt. Modified debt is reported at
market value at the date of the amendment. The 2022 financial
reporting therefore has an impact of NOK 117m from gain on
modification of debt in the P&L and balance sheet.
Consolidated statement of financial position and liquidity
The Company’s book value of total assets on 31 December 2022 was
440m (528m). Current assets totaled NOK 78m (111m) and current
liabilities were NOK 128m (336m). Non-current assets totaled NOK
362m (417m), of which other intangible assets including goodwill
totaled NOK 185m (226m). The reduction is caused by the
impairments made in 2022, see Note 15. The Company’s equity was
NOK 88.2m (22.6m), resulting in an equity ratio of 20.0% (4.3 %).
The cash balance on 31 December 2022 was NOK 25.5m (51.1m) of
which NOK 11.3m (30.0m) is restricted. The Group had interest-
bearing loans of NOK 77.9m (198m) representing the modified debt
and an undrawn credit facility of NOK 10.0m.
Cash flow for the Group
Cash Flow from Operation (CFO) came in at NOK 38.9m (36.9m).
Continued cash management further reduces working capital and cost
cutting programs start to improve cash generation. CFO accounts only
for the actual cash transactions, and is adjusted for none cash items like
depreciation, impairment and for changes in working capital. CFO
excludes interests.
Cash Flow from Investing activities (CFI) was NOK 0.7m (-3.3m).
The reduced figure is due to a positive impact from sale of vehicles in
Sweden and lower IT investments.
Cash flow from Financing activities (CFF) was NOK -65.2m (-50.6m).
Interests on loans are included in CFF and accounted for NOK -5.5m
(-16.2m). Payments of interest and principal on lease liabilities were
NOK -41.0m (-33.1m) and NOK -20.0m (-4.1m) was repayment of
debt, partly to bondholders and partly to settle remaining sellers'
credits to acquired companies.
Going Concern
Both 2021 and 2022 have been years where the Group have suffered
under challenging market conditions. Reduced activity and increased
costs have been the common denominator for both years. 2021
impacted by the pandemic related lockdowns followed by energy
prices spiking and increased market uncertainty. During 2022 the
liquidity position in the Group was reduced by NOK -25.6m. The
Group was in breach with its Leverage covenant of the NOK 200m
bond which matured in September 2022. Through the course of 2022
an amended term sheet gave certain leeway to the Group. According 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 a going concern. However, the Group still has a high
leverage compared to its operating profit and low cash generation. The
low liquidity buffer and high leverage represent risks to the Group’s
ability to continue as a going concern, see Note 2 for further
information.
Income statement and statement of financial Position for First
Mover Group Holding AS
Total revenue in 2022 came in at NOK 5.8m (2.0m). Total assets on
31 December 2022 amounted to NOK 270m (283m). Non-current
Assets consist of shares in First Mover Group AS at NOK 153m
(153m) and debt to First Mover Group AS of NOK 88m (74m). Bank
deposit was at NOK 5.8m (24.6m). The total equity on 31 December
2022 was NOK 79.1m (83.9m) and the equity ratio was 29.2%
(29.6%). Total debt amounts to NOK 191m (198m).
200
280
373
426
416
409
0
100
200
300
400
500
mNOK
202220212017 202020192018
18
18
43
41
16
7
0
10
20
30
40
50
2019 20212018
mNOK
202220202017
5
10
15
8.9%
2017 20202019
11.6%
9.6%
2018
%
2021 2022
6.3%
3.8%
1.7%
* Pro forma and Adj. defined under Alternative Performance Measure (APM) and
Definitions at the end of the Annual Report
FMG - Annual Report 202210
Financial risk
The Group’s central financial department manage the financial risk,
and the Board of Directors FMG approve the Group’s policies for the
management of financial risk. The main objective of financial risk
management is to identify, quantify and manage financial risk. The
Group is exposed to exchange rate risks, credit risks, liquidity risks and
interest rate risks. The Group was in 2022 not able to comply with its
Leverage ratio and has amended the term sheet together with its
creditors, see Note 2 and 21.
The Group is reporting its numbers in NOK but has through its
international operations revenues and costs in SEK, DKK and in 2022
a small exposure to EUR, through the sold entity in Germany. The
exchange rate risk is considered to be limited, as our foreign operations
constitute to a large extent independent operations where the majority
of costs and revenues are in the same currency offsetting each other.
Exchange rate risk in operations is limited to management fees
transferred across borders, international loans between First Mover
Group AS (FMG AS) and its foreign subsidiaries and potential
distribution from daughter companies back to FMG AS.
All foreign acquisitions are subject to currency exposure. The Group
has not entered into any derivative or other agreements to reduce the
exchange rate risk and related operational risks. Intangible assets and
goodwill derived from M&A activity are also subject to currency
fluctuation.
Credit risk
The Group is exposed to credit risk from its operating activities,
primarily its trade receivables and accrued revenues, and from its cash
and cash equivalent deposited with banks.
The risk for losses on receivables is considered to be low. The gross
credit risk exposure per 31 December 2022 was NOK 47.5m (51.6m)
for the Group. This figure does not include intercompany receivables.
Since March 2020, the Group has entered into an agreement with
Aros Kapital AB for sale of receivables which reduces credit risk as well
as working capital.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
current and future cash flow and collateral requirements without
negatively and materially affecting the Group’s daily operations or
overall financial condition and the potential for expansion.
As of 31 December 2022 the Group had NOK 25.5m in cash
equivalents with additional NOK 10.0m in undrawn revolving credit
facility. Of the cash equivalents, NOK 11.3m is restricted, either on
Escrow account, deposits or payroll tax. The Group published a
Business Plan on the 31 March 2022 where a plan on how to rebuild
liquidity buffer was presented.
Through second half of 2022 the Group fell behind the plan and failed
to generate positive cash-flow. Until the Group turn around the cash
draw to cash rebuild and with a stronger liquidity buffer, a strict
regime of cost control and low investments prevail. See Note 2 for
more information on Going Concern.
Interest risk
The Group is exposed to changes in the interest rate, as the company’s
interest-bearing debt has a floating interest rate element (NIBOR plus
a fixed margin) on the bond and car leasing agreements. The Group
will further be subject to prevailing market interest for any renewals or
refinancing going forward. Our main maturity debt is the NOK 191m
bond which matures on 20 September 2027. Changes in the interest
rate can also affect future investment opportunities.
Own shares
First Mover Group Holding AS is the only company in the Group
with ownership of their own shares. One of the conditions behind the
new amended bond term-sheet, was redistribution of ownership from
the main owners to key employees. The process is ongoing. By year
end, First Mover Group Holding holds an interim treasury post of
shares of 16% which are being distributed to employees by first half of
2023.
Organization and work force
The total number of full-time equivalents (FTEs) in 2022 was 422
(453) excluding subcontractors. We have 10.8% female employees and
26% female leaders and managers. In Norway we have 83 part time
employees whereof two are women. FMG Norway has disclosed an
equality and non-discrimination report on our home page
www.firstmoverGroup.no .
Leave of absence due to illness amounted to approximately 6.5%
(7.4%) of the total working hours in FMG Norge which is the biggest
entity in the Group. The Group will continue its efforts to reduce the
number of sick days.
No incidents or reporting of work-related accidents resulting in
significant material damage or personal injury occurred during the
year.
Shareholder
Holding
Share
Competitore AS (owned by Chairman Tore Martinsen)
6 530 703
39,3 %
FMG Holding AS (interim holder of shares for sale to
employees following redistribution plan)
2 653 855
16,0 %
Calobra AS (owned by board member Eric Øverby)
991 785
6,0 %
Bjerke Eiendom AS (owned by Anders Bjerke, mgmt.
FMG Norge)
806 776
4,9 %
Danske Bank A/S (nominee)
781 093
4,7 %
Siv.ing Leivestad AS (owned by Øystein Leivestad CEO
FMG)
521 000
3,1 %
Eirik Arnø (mgmt. FMG Norge)
445 208
2,7 %
Vangbo Invest AS
420 615
2,5 %
Bergen kommunale pensjonskasse
419 943
2,5 %
RBC Investor services bank S.A.
393 066
2,4 %
Others
2 645 472
15,9 %
Total
16 609 516
100 %
FMG - Annual Report 202211
The working environment is considered to be good, but efforts for
improvements are made on an ongoing basis based on feedback from
employee surveys.
Except from renumeration to two board members, First Mover Group
Holding AS had no employees in 2022.
Allocation of Total comprehensive income of the year
The Board of Directors proposes to the Annual General Meeting that
the Total comprehensive income of the year of the Group of NOK
71.3m is charged to ‘Other equity’.
Outlook
The Group has taken a careful optimistic view of 2023. Challenged by
uncertain times in Europe, increased interest rates and cost escalations,
the outlook has significant uncertainties attached to it. We have
however been operating under challenging circumstances for a
prolonged amount of time by now. Without savings or external equity
funding to draw upon in challenging times, the Group must adapt to
whatever market we face rapidly. Risk management has therefore been
top priority for a period of time. The Group cannot dictate the
external conditions, but we do anything in our power to adapt.
Reducing fixed costs, improving contractual terms, reducing marked
exposure both geographically and locally through retracting scope of
services have been measures taken. They have resulted in significantly
reduced cash burn despite challenging markets, improved margins in
our profitable regions and more stable cash flow from operations.
However, a number of the changes made, have lead time up to twelve
months before the we see the effect. Expectations are that by end of
2023, the Group’s cost base will reflect our new level.
FMG published 31 March 2022 a 5 years Business Plan where we
shared our market and financial outlook for the next 5 years. The
overall market outlook remains attractive, and we see opportunities in
all our key markets. In the Business Plan the Group expects an average
of 5% growth in revenue per year the next five years. One year later,
we fell behind the plan on the 2022 figures, but the expected slope of
revenue development is intact.
Based on a focused strategy where we deliver our core services, on a
uniform platform, with flexibility in the cost base to the largest cities
in Scandinavia, the Company expects to improve profitability and
strengthen cashflow from operations going forward. The Group’s
main financial goals are EBITDA margin north of five percent and a
healthy growth through a strengthened position across the value chain
in key markets.
Environmental, Social and Governance reporting
Our biggest impact on the environment is our own influence through
our own activity and our efforts to influence customers’ activities.
Every year we throw 8 000 tons of waste for our customers. We want
to reduce the amount of usable furniture we deliver to recycling for
our clients.
First Mover Group can and will take a read position in our market to
ensure that the substantial environmental impact imposed by
businesses changing office, follows the highest standards for
minimizing the impact. Each year we relocate approximately 40,000
employees. Previously, almost all of these workplaces required new
furniture at their new office, resulting in a significant waste of often
very usable equipment. This puts us in a unique position in
Scandinavia to influence companies to make sustainable choices in
their relocation process.
We have developed a new program where can, together with our
client, manage and measure the environmental footprint for each
decision and for each alternative chosen throughout the relocation
project. From the choice of the new location to the degree of reused
and recycled furniture. In the same way we are used to manage and
report a project’s financial performance, can be done on CO
2
equivalent. Our goal is to develop new sustainable solutions while
reducing the environmental footprint and helping customers and
partners raise awareness of sustainability and corporate social
responsibility. FMG’s vision; Inspire Green Moving
We consider the work with sustainability and social responsibility not
as a challenge but as an opportunity to change our industry. As a full
chain provider, we have a great opportunity to make positive changes
for our customers and the industry. We work with exceptional people
within our own company as well as our customers and partners who
share a passion about moving the society in a more sustainable
direction. The strategy and approach we have to sustainability and
social responsibility is closely linked to FMG`s vision; We Create Better
Beginnings.
We Create Better Beginnings…
... by executing a greener moving process
First mover Group divides our services into two main business
segments; Advisory and Business Relocation. Through these
deliverables, we can help our clients through the whole relocation
process.
… by finding the perfect property
Our skilled tenant advisors help clients find the right premises that suit
their needs. There are many factors to consider, including location,
local environment and size. We want the environmental aspect to be
prioritized in this context as well. Some of the areas we focus on are
environmental requirement specifications, building technical
solutions - example; ventilation and solar cells, find climate-efficient
premises, a location with the right size can save clients and the
environment for unnecessary heating or air-conditioning costs with
BREAM-certified premises.
FMG - Annual Report 202112
... by managing the entire process
Our experienced advisors can guide clients through the entire process,
whether it is relocation, refurbishment or reorganizing current
premises to organizational changes. We believe that a relocation
process is an opportunity to make good and environmentally friendly
choices. Some of the areas we focus on are inventory registration to
find suitable furniture for reuse or for sale though our Re-Use solution
and sustainable procurement processes - example; FSC labeling on new
furniture.
We are working with our new direction, FMGreen – inspire green
moving, with important technical tools such as Virtual FMG, FMG
Re-Use and FMG Environmental Report which is a program used
manage and report on the environmental footprint of the relocation
process.
The UN sustainability goals we believe are the most relevant to us is
goal nr 8, 12, 13 and 17. Our main goal is nr 12 - Responsible
consumption and production. Since a big part of our business is
disposal of surplus furniture, we see the importance of implementing
measures and activities to reduce the amount of furniture delivered to
recycling stations.
A big part of our business is to dispose of surplus furniture. Therefore,
we feel as a player on the front line with first-hand experience of how
much furniture and related material disposed each year, have an extra
responsibility to focus on sustainability goal 12. Sustainable
consumption and production, is about doing more and better with
less. It is also about decoupling economic growth from environmental
degradation, increasing resource efficiency and promoting sustainable
lifestyles.
Our focus is to reduce the amount of furniture we deliver to Norsk
Gjenvinning. Therefore, First Mover Group has established a strategic
collaboration with a digital market maker to enable a circular
economy. Furniture as a fraction is challenging and expensive to
repurpose/recycle as they are manufactured and composed of several
different materials; for example, bases in metals, frameworks in wood
and with various textiles of both synthetic and natural materials.
Therefore, we have a goal to redistribute, repair, and reuse office
furniture in a circular model.
Social
The Group aims to be a workplace with equal opportunities and has
included in its policies regulations to prevent gender discrimination
regarding salary, promotion and recruiting. The Group has
traditionally recruited from environments somewhat dominated by
men. The Group had per 31 December 2022 422 FTEs, of which
10.8% are women. Our Board of Directors constitute of one women
and four men.
The Discrimination Act’s objective is to promote gender equality,
ensure equal opportunities and rights, and to prevent discrimination
due to ethnicity, national origin, descent, skin color, language, religion
and faith. The Group is working actively, determined and
systematically to encourage the act’s purpose within our business.
We also make sure we don’t contribute to human rights
violations. Sustainable development goal number 8 is important for
our organization and our ambitions are:
• No one should be injured or ill as a result of working at FMG
• The gender balance among managers must reflect the gender
balance as it is in the entire organization
• Ethnic diversity in the organization must reflect the ethnic
diversity in the communities in which we operate
• Be an attractive workplace for existing and new employees
For further information, see our home page
www.firstmoverGroup.no .
Governance
Building trust through good corporate governance is key to the license
to operate for every company. First Mover Group continue to identify
ways to improve on transparency, supply chain management and
professional conduct to name a few core areas.
First Mover Group conducts due dillingens assessment of ourself, our
supply chain and business partners, following the OECD guideline, in
accordance with Transparency Act of 1 July 2022. For further
information, see our home page www.firstmoverGroup.no .
The Group has implemented The Norwegian Corporate Governance
Board’s recommendation on corporate governance to our corporate
governance strategy. Further description on our Corporate
Governance is located at our home page www.firstmoverGroup.no .
The Group has developed a 5-year strategy plan with corresponding
references to capital structure, budgets and dividend policies. The
shares in First Mover Group Holding AS has equal voting rights. The
transfer of shares is subject to the Board's approval in accordance with
the rules set out in the Companies Act. All quarterly reports are
subject to approval and run-through of the auditing committee.
Insurance
The board of directors in First Mover Group Holding AS and Group
CEO are covered by an insurance policy for their potential
responsibility towards the company and any related parties herein. The
Group directors are covered in RiskPoint AS with an amount of NOK
10m. This insurance also covers the subsidiaries board members in
companies owned more than 50%, which are all Group companies.
FMG - Annual Report 202213
We confirm that the financial statements for the year 2022, to the best of our knowledge, have been prepared in
accordance with International Financial Reporting Standards (IFRS), gives a true and fair view of the company’s and
Group’s consolidated assets, liabilities, financial position and results of operations, and that the annual report includes a
fair review of the development, results and position of the company and Group, together with a description of the most
central risks and uncertainty factors facing the Group.
THE BOARD OF DIRECTORS OF FIRST MOVER GROUP HOLDING AS
SKØYEN, 28 APRIL 2022
Tore Martinsen
CHAIRMAN OF THE BOARD
Henriette Grønn
MEMBER OF THE BOARD
Eric Øverby
MEMBER OF THE BOARD
Jakob Greger Gravdal
MEMBER OF THE BOARD
Terje Aas
MEMBER OF THE BOARD
This document is electronically signed
Øystein Leivestad
CEO
14 FMG - Annual Report 2022
Consolidated statement of profit and loss (Group)
16
Statement of other comprehensive income (Group)
16
Consolidated statement of financial position (Group)
17
Consolidated statement of changes in equity (Group)
18
Consolidated statement of cash flow (Group)
19
Notes to the accounts
20
Note 1. General information, basis for preparation and significant assumptions
22
Note 2. Going concern and financial risk management
26
Note 3. Segment information
28
Note 4. Revenue from contracts with customers and Other operating income
31
Note 5. Cost of goods sold
32
Note 6. Salary and personnel costs and management remuneration
32
Note 7. Pensions
33
Note 8. Other operating expenses
33
Note 9. Finance items
33
Note 10. Income tax
34
Note 11. Earnings per share
35
Note 12. Changes from Q4 report and annual report
35
Note 13. Property, plant and equipment
36
Note 14. Leases
37
Note 15. Intangible assets
40
Note 16.
Financial instrument categories and reconciliation of liabilities arising from financial activities
44
Note 17. List of subsidiaries
45
Note 18. Accounts receivables
46
Note 19. Cash and cash equivalents
46
Note 20. Share capital, shareholder information and dividend
47
Note 21. Loans
48
Note 22. Contractual obligations and contingent liabilities
49
Note 23. Business combinations
49
Note 24. Events after the balance sheet date
50
Note 25. Related parties' transaction
50
15 FMG - Annual Report 2022
Statement of profit and loss (FMG Holding AS)
52
Statement of financial position (FMG Holding AS)
53
Statement of cash flow (FMG Holding AS)
54
Notes to the financial statements (FMG Holding AS)
55
Note 1. General information, basis for preparation and significant assumptions
55
Note 2. Salary and personnel costs and management renumeration
56
Note 3. Cash and cash equivalents
56
Note 4. Share capital
56
Note 5. Share capital, shareholder information and dividend
57
Note 6. Receivables, liabilities and transactions within the Group
58
Note 7. Investments in subsidiaries
58
Note 8. Bond loans
58
Note 9. Deferred tax assets
59
Note 10. Events after the balance sheet date
59
Appendix
60
Alternative Performance Measure (APM) and Definitions
60
16
(amounts in NOK)
(amounts in NOK)
FMG - Annual Report 2022
1) Other operating income and revenue from contracts with customers are restated in 2021, as revenue has been reclassified. See note 4.
Notes
2022
Restated¹
2021
Continuing operations
Revenue from contracts with customers¹
4 411 174 951 431 091 562
Other operating income¹ 4 6 636 604 12 025 324
Total revenue 3
External hired crew (50 404 610 ) (47 557 850 )
Cost of goods sold
5 (54 401 086 ) (61 905 123 )
Salary and personell costs
6, 7 (223 151 602 ) (240 219 426 )
Depreciation
13, 14, 15 (31 231 741 ) (31 869 810 )
Impairments
14, 15
(40 746 538 ) (33 257 345 )
Other operating expenses 8 (49 575 516 ) (55 219 940 )
Operating profit (31 699 537 ) (26 912 609 )
Financial income
9 842 011 487 389
Gain on modification of debt
21 117 902 340 -
Financial expenses 9 (18 176 290 ) (24 484 189 )
Profit before tax 68 868 523 (50 909 409 )
Income tax expense 10 1 861 723 1 474 433
Profit for the period
Earnings per share:
- Basic 11
(3.73 )
- Diluted 11
(3.73 )
Group (IFRS)
Notes 2022 2021
Profit for the period 70 730 246 (49 434 976 )
Other Comprehensive Income
Items which may be reclassified over profit and loss in subsequent periods
Currency translation differences (46 756 ) (2 840 148 )
Total Other Comprehensive Income 70 683 490 (52 275 124 )
Total Comprehensive Income for the period attributable to equity holders of the parent company
Total Comprehensive Income for the period attributable to non-controlling interest
17
(amounts in NOK)
FMG - Annual Report 2022
Notes
31.12.2022 31.12.2021
ASSETS
Non-current assets
Right-of-use assets
14
Goodwill
15
Other intangible assets
15
Deferred tax assets
10
Property, plant and equipment
13
Other non-current assets 4 700 489 5 045 394
Total non-current assets 362 012 214 417 165 730
Current assets
Inventories 676 377 686 079
Accounts receivable
18
Other short term recevivable
16
Restricted escrow account
16, 19
Cash and cash equivalents
16, 19
Total current assets 78 078 276 110 550 231
TOTAL ASSETS 440 090 490 527 715 962
EQUITY AND LIABILITIES
Share capital and share premiums
20
Other reserves (3 862 552 ) (3 815 796 )
Retained earnings 14 507 473 (51 122 266 )
Total equity 88 237 951 22 615 997
Non-current liabilities
Interest-bearing loans and borrowings
16, 21
Non-current lease liabilities
14
Other non-current financial liabilities
16
Deferred tax liabilities
10
Total non-current liabilities 224 112 165 169 057 799
Current liabilities
Current lease liabilities
14
Short term interest-bearing loans and borrowings
21
Accounts payable
16, 22
Other current liabilites 41 801 348 53 770 357
Liabilities for current tax
10
Public taxes payable
Total current liabilities 127 740 373 336 042 166
Total liabilities 351 852 538 505 099 965
TOTAL EQUITY AND LIABILITIES 440 090 490 527 715 962
Group (IFRS)
18
(amounts in NOK)
FMG - Annual Report 2022
THE BOARD OF DIRECTORS OF FIRST MOVER GROUP HOLDING AS
SKØYEN, 28 APRIL 2022
1) Own shares was bought in relation to share redistribution program initiated in 2022 in relation to the Bond restructuring process
Other Reserves Retained earnings Total equity
Notes Share capital
Share
premium
Own shares Translation reserves
Equity 01.01.2021 20 132 500 77 421 559 - (975 648 ) (2 211 634 ) 74 366 776
Other Comprehensive income - - - (2 840 148 ) - (2 840 148 )
Profit for the period - - - - (49 434 976 ) (49 434 976 )
Issue of share capital - - - - - -
Other adjustments - - - - 524 345 524 345
Equity 31.12.2021 20 132 500 77 421 559 - (3 815 796 ) (51 122 266 ) 22 615 997
Equity 01.01.2022 20 132 500 77 421 559 - (3 815 796 ) (51 122 266 ) 22 615 997
Other Comprehensive income - - - (46 756 ) - (46 756 )
Profit for the period - - - - 70 730 246 70 730 246
Issue of share capital 33 595 - - - - 33 595
Other adjustments - - - - (5 100 506 ) (5 100 506 )
Changes related to own shares¹ - - 5 375 - - 5 375
Equity 31.12.2022 20 166 095 77 421 559 5 375 (3 862 552 ) 14 507 474 88 237 951
Share capital and premiums
Group (IFRS)
Tore Martinsen
CHAIRMAN OF THE BOARD
Henriette Grønn
MEMBER OF THE BOARD
Eric Øverby
MEMBER OF THE BOARD
Jakob Greger Gravdal
MEMBER OF THE BOARD
Terje Aas
MEMBER OF THE BOARD
This document is electronically signed
Øystein Leivestad
CEO
19
(amounts in NOK)
FMG - Annual Report 2022
Notes
2022 2021
Cash flow from operating activities
Profit before tax 68 868 523 (50 909 409 )
Adjusted for:
Net interest expenses (100 568 060 ) 22 355 281
Depreciations 13,14,15 31 231 741 31 869 810
Impairments 13,14,15 40 746 538 33 257 345
Gain/loss on sale Property, plant and equipment 13 (1 156 968 ) 363 616
Taxes paid 10 (893 273 ) (3 036 336 )
Change in Working capiral 724 717 3 067 507
Net cash flow from operating activities 38 953 218 36 967 814
Cash flows from investing activities
Sale of Property, plant and equipment 13 2 469 139 4 814 134
Purchase of Property, plant and equipment 13 (617 270 ) (2 848 461 )
Sale of Intangible assets 15 - -
Purchase of Intangible assets 15 (1 161 000 ) (5 253 644 )
Net investments in subsidiary, net of cash acquired 0 0
Net cash flow used in investing activities 690 870 -3 287 971
Cash flows from financing activities
Issue of new Equity - -
Purchase of own shares - -
Proceeds from new loans (incl Bond fee) 540 097 2 408 105
Repayment of loans 16 (20 034 979 ) (4 178 852 )
Interest paid 9, 21 (5 525 465 ) (16 246 332 )
Interest received 9, 21 842 011 487 389
Payment of interest on lease liabilities 14, 16 (7 336 363 ) (6 596 337 )
Principal paid on lease liabilities 14, 16 (33 687 943 ) (26 512 754 )
Cash flows from financing activities -65 202 642 -50 638 781
Net currency translation effect -46 756 -36 687
Net increase/(decrease) in cash and cash equvivalents -25 605 310 -16 995 626
Cash and cash equivalents at beginning of period 27 066 059 44 061 685
Restricted escrow account at beginning of period 24 065 037 24 065 037
Cash from subsidiaries acquired - -
Cash and cash equivalents at end of period 19 20 525 786 27 066 059
Restricted escrow account at end of period 5 000 000 24 065 037
Group (IFRS)
20 FMG - Annual Report 2022
FMG - Annual Report 202221
Specification of the notes
Note
Accounting principles 1
Going concern and financial risk management 2 .
Segment information 3
Profit and loss statement
Revenue from contracts with customers and Other operating income 4
Cost of goods sold 5
Salary and personnel expenses and management renumeration 6
Pensions 7
Other Operating Expenses 8
Finance items 9
Income tax 10
Earnings per share 11
Changes from Q4 report and annual report 12
Non-current assets
Property, plant and equipment 13
Leases (IFRS 16) 14
Intangible assets 15
Impairment testing of goodwill 15
Categories of financial assets and financial liabilities 16
Reconciliation for liabilities arising from financing activities 16
List of subsidiaries 17
Current assets
Accounts receivables and contract assets 18
Cash and cash equivalents 19
Equity information – share capital, shareholder information and dividend 20
Liabilities – Loans 21
Other
Contingent liabilities 22
Business Acquisition 23
Events after the balance sheet date 24
Related parties’ transactions 25
22
FMG - Annual Report 2022
23
FMG - Annual Report 2022
24
FMG - Annual Report 2022
25
FMG - Annual Report 2022
FMG - Annual Report 202226
FMG - Annual Report 202227
28 FMG - Annual Report 2022
29 FMG - Annual Report 2022
30 FMG - Annual Report 2022
31 FMG - Annual Report 2022
FMG - Annual Report 202232
FMG - Annual Report 202233
FMG - Annual Report 202234
FMG - Annual Report 202235
FMG - Annual Report 202236
FMG - Annual Report 202237
FMG - Annual Report 202238
FMG - Annual Report 202239
FMG - Annual Report 202240
41 FMG - Annual Report 2022
42 FMG - Annual Report 2022
FMG - Financial Report Q4 202243
44 FMG - Annual Report 2022
45 FMG - Annual Report 2022
46 FMG - Annual Report 2022
47 FMG - Annual Report 2022
48 FMG - Annual Report 2022
49 FMG - Annual Report 2022
50 FMG - Annual Report 2022
51 FMG - Annual Report 2022
52
(amounts in NOK)
FMG - Annual Report 2022
FMG Holding AS (NGAAP)
Notes 2022 2021
Continuing operations
Revenue from contracts with customers
-
-
Other operating income
5 818 413
2 028 716
Total revenue
5 818 413
2 028 716
Cost of goods sold
-
-
Salary and personnel cost
2
559 090
439 285
Other operating expenses
7 021 277
5 518 503
Total operating expenses
7 580 367
5 957 788
Operating profits
(1 761 954)
(3 929 072)
Income from investment in subsidiaries
7
-
12 884 150
Interest income from Group companies
7
3 812 590
3 893 400
Other financial income
262 671
201 506
Total financial income
4 075 262
16 979 056
Other interest expenses
7 125 167
13 462 634
Other financial expenses
6 406
-
Total financial expenses
8
7 131 573
13 462 634
Net financial items
(3 056 311)
3 516 422
Profit before tax
(4 818 266)
(412 650)
Income tax expense
9
-
-
Profit after tax from continuing operations
(4 818 266)
(412 650)
Profit for the
period from total operations 4
(4 818 266)
(412 650)
Attributable to:
Transferred to other equity
(4 818 266)
(412 650)
Total transfers and other dispositions
(4 818 266)
(412 650)
53
(amounts in NOK)
FMG - Annual Report 2022
FMG Holding AS (NGAAP)
Notes 31.12.2022 31.12.2021
ASSETS
Non
-current assets
Investments in subsidiaries
7
152 748 501
152 748 501
Loans to Group companies
6
88 125 320
74 046 203
Total non
-current assets
240 873 821
226 794 704
Current assets
Inventories
-
-
Receivables from Group companies
6
23 728 559
31 547 333
Other
short-term receivable
303 756
216 776
Cash and cash equivalents
3
5 775 788
24 567 039
Total current assets
29
808 104
56 331 149
TOTAL ASSETS
270 681 925
283 125 852
EQUITY AND LIABILITIES
Equity
Share
capital and Share premium 4, 5
77 593 030
77 554 059
Retained earnings
1 580 12
9
6 398 395
Total other equity
79 173 159
83 952 454
Non
-current liabilities
Interest
-bearing loans and borrowings
-
-
Long
-term Bond 8
190 934 963
-
Non
-current lease liabilities
-
-
Other non
-current financial liabilities
-
-
Deferred tax liabilities
9
-
-
Total non
-current liabilities
190 934 963
-
Current liabilities
Current leases liabilities
-
-
Short
-term interest-bearing debt 8
-
198 313 094
Accounts payable and other current liabilities
573 803
860 304
Liabilities for current tax
-
-
Total current liabilities
573 803
199 173 398
Total liabilities
191 508 766
199 173 398
TOTAL EQUITY AND LIABILITIES
270
681 925
283 125 852
54
(amounts in NOK)
FMG - Annual Report 2022
FMG Holding AS (NGAAP)
Notes 2022 2021
Cash flow from operating activities
Profit/Loss before tax
(4 818 266)
(412 650)
Net financial expenses
3 294 865
-
Changes in accounts payable
(286 502)
96 506
Changes in receivables
7 737 169
(1 507 260)
Net cash flow from operating activities
5 927 267
(1 823 404)
Cash flow from investing activities
Purchase / Sale of shares and other long
-term liabilities
-
-
Net investments in subsidiary, net of cash acquired
(14 079 117)
-
Net cash flow used in investment activities
(
14 079 117)
-
Cash flows from financing activities
Proceeds from bond
-
-
Proceeds from new borrowings (incl Bond fee)
1 686 906
2 169 494
Repayment of borrowings
(9 065 037)
Issue of new Equity
4
33 595
-
Interest paid
(7 370 127)
139 118
Interest received
4 075 262
-
Net cash flow from financing activities
(10 639 401)
2 308 612
Net change in cash and cash equivalents
(18 791 251)
485 208
Cash and cash equivalents 1 January 2022
24 567 039
24 081 831
Cash and equivalents at end of period
5 775 788
24 567 039
THE BOARD OF DIRECTORS OF FIRST MOVER GROUP HOLDING AS
SKØYEN, 28 APRIL 2023
Tore Martinsen
CHAIRMAN OF THE BOARD
Henriette Grønn
MEMBER OF THE BOARD
Eric Øverby
MEMBER OF THE BOARD
Jakob Greger Gravdal
MEMBER OF THE BOARD
Terje Aas
MEMBER OF THE BOARD
This document is electronically signed
Øystein Leivestad
CEO
55
Notes to the financial statements (FMG Holding AS)
Note 1. General information, basis for preparation
and significant assumptions
Accounting principles
The annual accounts have been prepared in accordance with the
Norwegian Accounting Act and generally accepted accounting
principles
Tax
The tax expense in the income statement includes both the tax payable
for the period and the change in deferred tax. Deferred tax is calculated
at 22% on the basis of the temporary differences that exist between
accounting and tax values, as well as tax losses carried forward at the
end of the financial year. Tax-increasing and tax-reducing temporary
differences such as reverses or can be reversed in the same period is
settled and net.
Classification and assessment of fixed assets
Fixed assets include assets intended for permanent ownership and use.
Fixed assets are valued at acquisition cost, less depreciation and write-
downs. Long-term debt is capitalized nominal amount at the time of
the transaction.
Property, plant and equipment are capitalized and depreciated over
the asset's economic life. Essential fixed assets that consist of several
significant components with different lifetimes are decomposed with
different depreciation period for the various components. Direct
maintenance of fixed assets is expensed ongoing under operating costs,
while costs or improvements are added to the cost of the fixed asset
and depreciated in line with the fixed asset. Property, plant and
equipment are written down to the recoverable amount impairment
that is not expected to be temporary. Recoverable amount is the
highest of net sales value and value in use. Value in use is the present
value of future cash flows associated with the asset. The write-down is
reversed when the basis for the write-down is no longer present
Classification and assessment of current assets
Current assets and current liabilities normally include items that fall
due for payment within one year after the balance sheet date, as well as
items related to the product cycle. Current assets are valued at the
lowest value of acquisition cost and fair value. Current liabilities are
capitalized at a nominal amount of the time of the transaction.
Subsidiaries
Subsidiaries and associated companies are valued according to the cost
method in the company accounts. The investment is valued at
acquisition cost for the shares unless there has been a write-down
necessary. A write-down to fair value has been made when impairment
is due to reasons that cannot expected to be temporary, and it must be
considered necessary in accordance with generally accepted accounting
principles. Write-downs are reversed when the basis for impairment is
no longer present.
Dividends, Group contributions and other distributions from
subsidiaries are recognized as income in the same year as they are set
aside in the subsidiary's accounts. Exceeds the dividend / Group
contribution after the share of earned profit the time of acquisition,
the excess part represents repayment of invested capital, and the
distributions are deducted from the value of the investment in the
balance sheet of the parent company.
Receivables
Accounts receivable and other receivables are stated at face value after
deduction of provisions to expected loss. Provisions for losses are made
on the basis of an individual assessment of the individual receivables.
For other accounts receivable, an unspecified provision is made to
cover expected losses on claims. When accounting for pensions, the
linear earnings profile and expected final salary are as earnings basis
used as a basis.
Financial liabilities
The Group has financial liabilities measured at amortized cost.
Financial liabilities at amortized cost consists largely of loans, accounts
payable and other current liabilities. These obligations are recognized
first at fair value less transaction costs and then measured at amortized
cost through effective interest method.
Cash and Cash equivalents
Cash and the equivalents include cash on hand, deposits with banks
and other short-term highly liquid investments with original
maturities of three months or less.
FMG - Annual Report 2022
FMG - Annual Report 202256
Note 2. Salary and personnel costs and management renumeration
Salary and personnel cost
2022 2021
Salaries and holiday pay
-
-
Social charges
69 090
64 155
Pension costs defined contribution plans
-
-
Other personnel costs
490 000
455 000
Total salary and personnel costs
559 090
519 155
Number of full
-time equivalents (FTEs) that has been employed during the financial year
-
-
Pension obligations
The association is not obliged to have an occupational pension scheme under the Act on Mandatory Occupational Pensions.
Management and board renumeration
General Manager Board of Directors
Salaries and holiday pay
-
0
Other renumeration
-
490 000
Total management and board renumeration
-
490 000
Specification of auditor’s fee
2022
Statutory audit
787 792
Other assurance services
-
Tax consultant services
-
Total
787 792
Note 3. Cash and cash equivalents
31.12.2022
31.12.2021
Cash
775 788
502 002
Restricted cash
5 000 000
24 065 037
Cash and cash equivalents in the balance sheet
5 775 788
24 567 039
Withholding tax account per 31 December 2022 amounts to NOK 221 900, and per 31 December 2021 amounted to NOK 0.
Restricted cash on 31 December 2022 is placed in an Escrow account related to the bond obligation of NOK 190 million.
Note 4. Share capital
Share capital Share premium Own shares Other equity Total equity
Equity as of 31.12.2021
132 500
77 421 559
-
6 398 395
83 952 455
Issue of share capital and share premium
33 595
-
-
33 595
Profit for the period
-
-
-
(4 818 266
(4 818 266)
Changes relating to own shares
-
-
5 375
-
5 375
Equity as of 31.12.2022
166 095
77 421 559
5375
1 580 129
79
173 159
57 FMG - Annual Report 2022
Dividend paid and proposed
Treasury shares
Note 5. Share capital, shareholder information and dividend
Changes to share capital and premium:
All issued shares have equal voting rights and the right to receive dividend.
In 2022 the Group issued new equity through the issuance of 3 359 542 new shares.
Main shareholders on 31 December 2022
Number of
shares
Ownership %
Competitore AS (owned by Chairman Tore Martinsen)
6 530 703 39,3 %
FMG Holding AS (interim holder of shares for sale to employees following redistribution plan)
2 653 855 16,0 %
Calobra AS (owned by board member Eric Øverby)
991 785 6,0 %
Bjerke Eiendom AS (owned by Anders Bjerke, mgmt. FMG Norge)
806 776 4,9 %
Danske Bank A/S
781 093 4,7 %
Siv.ing Leivestad AS (owned by Øystein Leivestad Group CEO&CFO)
521 000 3,1 %
Eirik Arnø (mgmt. of FMG Norge)
445 208 2,7 %
Vangbo Invest AS
420 615 2,5 %
Bergen kommunale pensjonskasse
419 943 2,5 %
RBC Investor services bank S.A.
393 066 2,4 %
Others
2 645 472 15,9 %
Total shares 16 609 516 100 %
2022 2021
Ordinary shares
Dividend paid per share 0 0
Total 0 0
Overview of change in number of treasury shares
Number of
shares
Percent of the
sharecapital
Number of treasury shares as of 31.12.2022 (part of redistribution plan) 2 653 855 16,0 %
Number of treasury shares as of 31.12.2022 2 653 855 16,0 %
2022 2021 2022 2021 2022 2021
Ordinary shares
Issued and fully paid 1 January 13 249 974 13 249 974 132 500 132 500 77 421 559 77 421 559
Issued new share capital 3 359 542 - 33 595 -
Total 16 609 516 13 249 974 166 095 132 500 77 421 559 77 421 559
Own shares at nominal amount
2 653 855 - - - - -
Changes to share capital and premium:
Share premium
Number of shares
Share capital
58 FMG - Annual Report 2022
Note 6. Receivables, liabilities and transactions within the Group
Receivables from Group companies are included in the accounting items with the following amounts:
Receivables
2022 2021
Account receivables
7 812
18 668
Received Group contribution
-
12 884 150
Other current receivables
Other long
-term receivables
23 720 747
18 664 513
88 125 320
74 046 203
Total receivables
111 853 879
105 593 536
Transactions within the Group
2022
2021
Sales revenues
-
-
Interest income from Group companies
3 812 590
3 893 400
Interest expenses to Group companies
-
-
Compensation expenses charged the Group
-
-
Note 7. Investments in subsidiaries
Subsidiary
Ownership
Book value
Annual result 2022
Equity
(31.12.2022)
Dividend to
FMG H 2022
First Mover Group AS
100%
152 748 501
(16 340 145)
(51 165 119)
-
Note 8. Bond loans
In September 2019, the Group issued a series of senior secured bonds at the maximum amount of NOK 400 million, whereof NOK 190 million is
drawn as of 31 December 2022. The interest rate for the Bond is 3-month NIBOR plus a margin of 6.00%. The net proceeds from the initial bond
issue was used to refinance existing debt, financing acquisitions and growth initiatives, in addition to general corporate purposes as described in the
bond terms. The bond is secured by share pledge over the material subsidiaries and asset pledges of bank accounts, accounts receivables and other
operating assets in the material subsidiaries limited to NOK 1.3 billion.
The Bond had an original maturity the 20
th
of September 2022. In 2022 the bond was restructured, and an amended bond Term sheet (the
Amended and Restated Bond Terms) dated 8 August 2022 with the Effective Date 30 September 2022 was developed. In the Amended and
Restated Bond Terms, the bond maturity was extended by five years, interest holyday was given for four quarters starting from second quarter
2022 and a general relief in the covenants was developed. From minimum Leverage ratio of 5.5x to the structure as shown below. In addition,
approximately 20m was released from the Escrow account, of which 9.0m was used to repay a seller’s credit remaining from the acquisition of
Realia AS, and the remaining was used to repay the bond at par value. As compensation, the bondholders received 20% of the shares in the
company through the issuance of new shares
From the Group’s Term sheet, the following financial covenants prevail:
(i) Minimum liquidity:
(i) the liquidity shall at all times be minimum 10mNOK of which a minimum of 5.0mNOK shall be unrestricted and
unencumbered.
(ii) Minimum EBITDA: The year-to-date EBITDA shall be minimum:
(i) 9.0mNOK on 30 June 2023
(ii) 12.0mNOK on 30 September 2023
(iii) 15.0mNOK on 31 December 2023
(iii) Leverage ratio:
(i) The leverage ratio shall not exceed 8.00:1 for 12 months period ending on 31 December 2024
(ii) The leverage ratio shall not exceed 6.00:1 for 12 months period ending on 31 December 2025
(iii) The leverage ratio shall not exceed 5.50:1 for 12 months period ending on 31 December 2026
Nominal amount
Effective interest rate
Maturity date
2022
2021
Secured
Bond issue
NIBOR + 6%
20 September 2027
190 934 963
200 000 000
Total secured long
-term loan
190 934 963
200 000 000
The Company has the following outstanding secured long-term loan commitments:
59 FMG - Annual Report 2022
Note 9. Deferred tax assets
Specification of this year's tax expense:
Note 10. Events after the balance sheet date
See Note 2 and 24 in FMG Group’s 2022 Annual Report.
Income tax expense:
2022 2021
Tax payable
-
-
Correction of previous period income taxes
-
-
Changes in deferred tax
-
-
Effect of changes in tax rate
-
-
Tax expenses
-
-
A reconciliation of the effective tax rate:
2022
2021
Pre
-tax profit (including discontinued operations)
(4 818 266)
(412 650)
Permanent differences
499 666
(12 471 500)
Temporary differences
4 318 600
-
Recognized Group contribution
-
12 884 150
Tax base
-
-
Deferred tax and deferred tax assets
31.12.2022
31.12.2021
Tax expense
-
-
Tax on received Group contribution
-
-
Tax payable in the balance sheet
-
-
60 FMG - Annual Report 2022
Appendix
Alternative Performance Measure (APM) and Definitions
The APMs and key financial definitions used by Group are set out below:
TOTAL REVENUE
Sales Net of VAT.
EBITDA (IFRS)
Earnings before interest, tax, depreciations and amortization. Derived from financial statements as the sum of Operating profit plus the sum of
depreciation and impairments.
EXCEPTIONAL ITEMS
Items that are unusual or infrequent in their nature, can be both revenues and costs.
EBITDA Adj.
Means EBITDA (IFRS) excluding impact of IFRS 16 and adjusted for the Exceptional Items. The Group has presented this item because it considers
it to be a useful measure to show the management's view on the overall picture of profitability and a proximation of cash generation from the normal
recurring operational activities.
Pro forma
Pro forma figures represent the impact from new acquired entities or discontinued entities in that happened in the reporting period. The pro forma
figure represents the full period effect of the configuration of the Group as reported on the last day of the period (Balance Day).
EBITDA Adj. Pro forma
EBITDA Adj. including the effect of Pro forma. The Group has presented this item because it considers it to be a useful measure to show the
management's view on the overall picture of profitability and a proximation of cash generation from the normal recurring operational activities
based on the configuration of the Group as reported on Balance Day for the full period.
NET INTEREST EXPENSE/INCOME
Financial income minus financial expenses including exchange rate differences related to financial assets and liabilities.
NET INTEREST-BEARING DEBT
Interest-bearing liabilities less cash and cash equivalents. The Group has presented this item because the management considers it to be a useful
indicator of the Group's indebtedness, financial flexibility and capital structure. The net interest-bearing debt excluded IFRS 16 is a useful measure as
indebtedness, not including the lease liabilities from IFRS 16, is relevant for the covenants of the Groups credit facilities.
NET WORKING CAPITAL
Working capital assets, comprising inventories plus total current receivables less trade receivables from deferred payment arrangements less current
lease receivables, less working capital liabilities, comprising total current liabilities less current lease liabilities less bank overdraft. The management
considers it to be a useful indicator of the Group's capital efficiency in its day-to-day operational activities.
MAINTENANCE CAPEX
Required level of investments to maintain physical assets and support systems to ensure the Group can produce the current and expected future
revenue without additional investments over time.
FREE CASH FLOW TO FIRM
EBITDA adjusted for corporate tax, Maintenance CAPEX and Net Working Capital. The cash flow available for debt service and equity.
61 FMG - Annual Report 2022
The bridge between IFRS reported figures and some key APMs are as follows:
EBITDA (IFRS) 2022 2021
Operating profit -31 699 537 -26 912 609
Depreciation -31 231 741 -31 869 810
Impairments -40 746 538 -33 257 345
EBITDA (IFRS) 40 278 742 38 214 546
EBITDA Adj. Pro forma
Effect from IFRS 16 -41 024 306 -33 107 374
Exceptional revenue -3 594 336 -8 349 913
Exceptional cost 11 025 733 7 264 902
Pro forma adj. to EBITDA
1
314 698 11 660 717
EBITDA Adj. Pro forma 7 000 531 15 682 878
Lease expenses
-35 214 890 -33 109 091
Net gain
-5 809 416 1 717
Effect from IFRS 16 -41 024 306 -33 107 374
Impairments of Lease assets
- 6 350 457
BDO AS
Munkedamsveien 45
Postboks 1704 Vika
0121 Oslo
Independent Auditor's Report
To the Annual Shareholders meeting of First Mover Group Holding AS
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of First Mover Group Holding AS.
The financial statements comprise:
• The financial statements of the parent
company, which comprise the balance
sheet as at 31 December 2022, income
statement, statement of changes in
equity and cash flows for the year
then ended, and notes to the financial
statements, including a summary of
significant accounting policies, and
• The financial statements of the group,
which comprise the balance sheet as
at 31 December 2022, and income
statement, statement of
comprehensive income, statement of
changes in equity and cash flows for
the year then ended, and notes to the
financial statements, including a
summary of significant accounting
policies.
In our opinion:
• The financial statements comply
with applicable statutory
requirements.
• The accompanying financial
statements give a true and fair view of
the financial position of the company
as at 31 December 2022, and its
financial performance and its cash
flows for the year then ended in
accordance with the Norwegian
Accounting Act and accounting
standards and practices generally
accepted in Norway.
• The accompanying financial
statements give a true and fair view of
the financial position of the group as
at 31 December 2022, and its financial
performance and its cash flows for the
year then ended in accordance with
International Financial Reporting
Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and
the Group as required by relevant laws and regulations in Norway and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including 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.
During 2022, after we issued our audit report for First Mover Group Holding AS 2021, we provided
services in connection with the preparation of the financial statement for First Mover Group
Denmark A/S, subsidiary of First Mover Group Holding AS, for a total fee of DKK 14 450. These
services fall within the definition of prohibited non-assurance services in the Audit regulation
(537/2014) Article 5.1. Having discussed the matter with Audit Committee, we believe that these
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
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service deliveries have not compromised our objectivity and independence. To the best of our
knowledge and belief, no other prohibited non-assurance services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided. In our opinion we are independent of First
Mover Group Holding AS.
We have been the auditor of First Mover Group Holding AS for 4 years from the election by the
general meeting of the shareholders on 13 December 2019 for the accounting year 2022.
Material Uncertainty Related to Going Concern
We draw attention to note 2 and the Board of Director’s report, which indicates that the Group has
suffered under challenging marked conditions last three years. As a result, the level of cash and
cash equivalents in the Group is low. As stated in note 2 and the Board of Director’s report, these
events and conditions, along with other matters as set forth in note 2, indicate that a material
uncertainty exists that may cast significant doubt on the Groups’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
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 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.
Description of the key audit matter
How the key audit matter was addressed in
the audit
Valuation of goodwill
There is an inherent uncertainty related to the
assessment of whether future cash flows will
be sufficient to support the carrying value of
goodwill.
Carrying amount of goodwill resulting from the
Group’s acquisitions of subsidiaries, constitute
a significant part of the assets in the Group’s
statement of financial position. As at 31
December 2022, goodwill amounting to NOK
166.4 million, represents 38 % of total assets.
Management performs an annual goodwill
impairment test by estimating the recoverable
amount of goodwill. The determination of
recoverable amount requires application of
significant judgment by management, in
particular with respect to cash flow forecast
and the applied discount rate.
Our audit procedures included an evaluation of
the key assumptions applied in the valuation
model, including revenue growth, EBITDA
margin, terminal growth rate, and discount
rate.
We involved our internal valuation specialists
to assist us with our assessment of the discount
rates.
In addition, we performed the following audit
procedures:
• We evaluated the reliability of estimated
EBITDA used by management by comparing
forecasts made in prior years to actual
outcomes
• We verified key inputs in the calculations
by reference to management’s forecasts
• We assessed management’s sensitivity
analysis focusing on what impact
reasonable changes in assumptions such as
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
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Due to the materiality, complexity and
estimation uncertainty concerning goodwill, we
consider impairment of goodwill a key audit
matter in the audit of the consolidated
financial statements of the Group.
An impairment charge of NOK 40.7 million is
recognized in respect of goodwill in 2022.
See notes 15 in the consolidated financial
statements.
revenue growth, EBITDA and discount rate
would have on recoverable amount
• We tested the mathematical accuracy
of the valuation model.
Furthermore, we have evaluated the adequacy
of the disclosures provided in the notes
covering impairment.
Refinancing of the bond in 2022
In September 2022, the Company refinanced
the 2022 bond by issuing a new bond due 2027.
The refinance was considered a substantial
modification of the existing bond, and was
accounted for as an extinguishment of the
original financial liability and recognition of a
new financial liability. The Company
recognized a gain of NOK 117.9 million, based
on differences between the fair value of the
new bond, and the carrying value of the
existing loan. The nature and complexity of the
matter and related accounting standards made
us identify this as key audit matter in the audit
of the consolidated financial statements of the
Group.
See note 21 in the consolidated
financial statements.
We obtained the terms of the existing bond
agreement and the new bond agreement and
calculations supporting the accounting of the
exchange as a substantial modification of the
terms of the existing financial liability. We
examined the calculation supporting the
treatments as a substantial modification by
comparing the cash flows in the calculation
with the terms of the bond agreement. We also
reviewed the assumptions applied in the
calculation.
Other information
The Board of Directors and the Managing Director (management) are responsible for the other
information. The other information comprises the Board of Directors’ report and other 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 other information.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the consolidated financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
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Opinion on the Board of Director’s report
Based on our knowledge obtained in the audit, in our opinion 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 for the statements on
Corporate Governance.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view
in accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and fair presentation of the financial statements of the
group in accordance with International Financial Reporting Standards as adopted by the EU, and for
such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’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 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 the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
For further description of Auditor’s Responsibilities for the Audit of the Financial Statements
reference is made to:
https://revisorforeningen.no/revisjonsberetninger
Report on compliance with Regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of First Mover Group Holding AS we have performed
an assurance engagement to obtain reasonable assurance about whether the financial statements
included in the annual report, with the file name 894500R46PNNB9LRW265-2022-12-31-no.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
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
det internasjonale nettverket BDO, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO 993 606 650 MVA.
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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.
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
BDO AS
Håvard Mamelund
State Authorised Public Accountant
(This document is signed electronically)
BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av
det internasjonale nettverket BDO, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO 993 606 650 MVA.
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A company’s workplace is its main physical perimeter which should encourage employees to perform their daily
work in an efficient manner. It is the main display of a company’s values, put into practice. The workplace also
represents a significant cost, not only to the firm’s financial statements, but also to our environment. Commercial
real-estates denote a heavy burden to the environment through construction and operation. The footprint is
depending on a building’s technical characteristics and how well we utilize its spaces. A conscious management of
your workplace can represent large savings, both financially and environmentally.
67 FMG - Annual Report 2022
Karenslyst allé 53
0279 Oslo
Norway
68 FMG - Annual Report 2022
69 FMG - Annual Report 2022