Annual Report 2021
Fiven Annual Report 2021
Content A worldwide leader 4 Key financials 5 2021 Highlights 6 Strong commercial performance amid dynamic market developments 8 Board and Management 11 Mission, Vision and Values 12 Corporate Social Responsibility 14 Board of Directors’ Report 18 Consolidated financial statements 26 Fiven ASA financial statements 78 Appendix to Fiven 2021 Annual report - Alternative Performance Measures (APMs) 96 Auditor’s report 98 Sustainability Linked Bond Progress reporting 103
Arendal, Norway Hody, Belgium Oslo, Norway Cologne, Germany Pittsburgh, PA, USA Shanghai, China Lillesand, Norway Barbacena, Brazil Puerto Ordaz, Venezuela 4 A worldwide leader A worldwide leader €127.4 M Total revenue 1 January - 31 December 2021 >400 Customer groups 520 Emplyees Venezuela included €24.4 M EBITDA Adjusted 1 January - 31 December 2021 6 Production Sites Fiven is clearly established as the worldwide leader in the business of silicon carbide grains and powders. At the heart of industry, we pride ourselves in serving many customers, leaders in their own segment, across the world, through long-term, trust-based relationships. Selling to 49 countries on 5 continents 6 production sites 4 office locations
Revenue breakdown 31 % 69 % Customized share of sales in 2021 Standard share of sales 2021 South America 6 % 46 % 33 % 15 % Europe Asia North America 13 % 44 % 43 % Fiven Brazil Fiven Norway Fiven Belgium Key financials 5 Key financials P&L Euro Millions 2021 2020 Revenue 127.4 99.2 Adjusted EBITDA 1 24.4 20.1 Net Income (loss) 2.9 (2.9) Balance sheet Euro Millions 2021 2020 Assets 140.3 120.1 Cash and Cash Equivalents 23.6 23.0 Cash flow Euro Millions 2021 2020 Cash flow from operations 15.2 15.0 Cash flow from investments (5.3) (3.7) Cash flow from financing activities (9.3) (1.1) 1 Adjusted EBITDA: Operating Profit less depreciation, amortization, non-recurring costs, transaction costs and monitoring fees.
Fiven Annual Report 2021 2021 Highlights 6 2021 Highlights Sustainability Linked Bond Fiven ASA has issued a senior secured bond in an initial amount of EUR 70,000,000 within a total framework amount of EUR 125,000,000, on the Nordic bond market. The new sustainability-linked bond is used to redeem the outstanding bond (ISIN SE0012453850) listed on NASDAQ in Stockholm and Frankfurt Open Market stock exchanges. “The listing of our sustainability-linked bond is an important milestone and underlines our goal of becoming a more sustainable company. We thank our investors and owners for their confidence in our future.” — Falk Ast, Chairman of the Board Fiven ASA Visit of Norwegian Minister On November 15, 2021, we had the honor to welcome the Norwegian Minister of Trade and Industry, Jan Christian Vestre, and the Mayor of Lillesand, Einar Holmer-Hoven, to our plant in Lillesand (Fiven Norge). During the visit, the minister was able to see our progress and goals in sustainability and innovation. The opportunity to expand the production of high-purity silicon carbide for the semiconductor industry and implement further projects to reduce emissions were particularly highlighted. The minister was positively surprised by the high export share of the plant, with which the innovations "Made in Norway" go out into the world. EcoVadis Silver Medal The Fiven Group has received the EcoVadis sustainability rating in silver. The certification evaluates the environmental, social and ethical performance - in other words, the sustainability of companies. The silver rating places Fiven in the top 25% of all companies assessed by EcoVadis. This is a remarkable result after only two years of existence as an independent company, which underscores Fiven's ambition to improve its sustainability program. Fiven will be reassessed annually over the next two years to enhance its results step by step.
Fiven Annual Report 2021 2021 Highlights 7 Modernization of Venezuela Due to subdued demand in 2020, our production facilities in Venezuela were out of service for many months. During this time, Fiven invested in upgrading the facilities and resumed production in 2021 when global demand for silicon carbide picked up again. With the investment made, our plants in Venezuela are ready for full capacity production in 2022. Tree planting Continuing its sustainability projects and believing in its social responsibility for the environment, Fiven has started to implement an ambitious environmental project in the Brazilian state of Minas Gerais. Currently, Fiven is planting another 100,000 trees on its property in Barbacena, Brazil. The trees planted are largely native to their environment and contribute to the biodiversity of Fiven's forest, which already has 400,000 trees. For Fiven, investing in the environment and the sustainability of our business is a priority. This is certainly another great success for all of us! Establishment of FIVEN North America, Inc On our way to further expand our global footprint, we are pleased to announce a new milestone. As of February 2021, we have registered the legal entity for our new sales office in Pittsburgh, Pennsylvania. The new commercial branch enables us to reach new prospects and expand our business with existing customers in multiple industries.
Fiven Annual Report 2021 Strong commercial performance amid dynamic market developments 8 Strong commercial performance amid dynamic market developments
Fiven Annual Report 2021 Throughout the pandemic, our values guided us: we kept our teams safe by procuring personal protective equipment, establishing on-site testing protocols, and working remotely when possible. Today, all our employees are vaccinated against COVID-19 through on-site doctors and partnerships with local health departments. I am pleased to report that these measures and the discipline of our employees worked to prevent a significant outbreak of COVID-19 at our sites. I would also want to thank all our teams for their continued work to improve safety in our plants. We are approaching five accident-free years at our Belgian plant and have achieved an accident-free year in Brazil and Norway. This is a significant and vital step towards our goal of zero accidents. No one at Fiven should have to risk their health on the job. The year 2021 was also turbulent commercially and operationally. At the beginning of the year, we saw a considerable increase in demand as the macroeconomic environment has improved from the fourth quarter of 2020. The sudden increase in demand combined with the ongoing impact of the pandemic on supply chains made it very difficult for our teams to meet our customers' expectations. We have significantly benefited from our commercial team's close relationships with our customers during this time. They succeeded in aligning the requirements of our many groups of customers and ensuring that they were met as closely as possible on time. We were also able to increase production output to an unprecedented level. We managed to modernize and successfully restart our plants in Venezuela. We experienced increasing cost pressure for energy and raw materials during the year. As a consequence, it was necessary for our sales team to adjust sales prices to mitigate major cost changes observed. In order to expand our activities, we founded FIVEN North America Inc. in Pittsburgh, PA this year. We started with a Development Office which most likely will be followed up with a warehouse. A production facility is not yet planned. I am proud to report that after a subdued start to the year, Fiven achieved strong sales, EBITDA, and cash in 2021. Having taken a proactive position early in the pandemic by adjusting production and following up on cost and prices, Fiven's efforts paid off with a 28% increase in sales and 22% growth in Adjusted EBITDA. Another major success for our company was refinancing our outstanding bond by issuing a new sustainability-linked bond listed on Nasdaq Nordics. This important milestone underscores our goal of becoming a more sustainable company. We had Fiven assessed for sustainability by EcoVadis and received the silver medal for achieving this goal. The silver rating places Fiven in the top 25% of all companies evaluated by EcoVadis. After only two years of existence as an independent company, this is a remarkable result and will lead to further improvements and annual assessments. In December, we also launched an ambitious environmental project in the Brazilian state of Minas Gerais. We are in the process of planting over 100,000 trees on our property in Barbacena, most of which are native to their surroundings. This will expand our existing forest of 400,000 trees and contribute to local biodiversity. While it may take a little longer for our economy to fully recover, we are confident that we won't ever forget the lessons learned from the pandemic. Our two-pillar strategy delivered strong results before the crisis. It is proving to be resilient during the pandemic, and we are confident that it will continue to serve us well in the future. I want to take this opportunity to thank all our partners and investors for their trust and cooperation. We are thrilled to have you on board and are grateful that you've decided to help us achieve our goals. Falk Ast Chairman of the Board Fiven ASA The impact of COVID-19 on our global economy has been the most difficult challenge the world has faced in recent years. As COVID-19 kept affecting the lives and livelihoods of so many, I am proud of the resilience and commitment of our employees, who performed exceptionally well in 2021. Last year, we weathered many challenges and never lost our footing. This has made us more adaptable to future hurdles because we know that Fiven is strong when it sticks together. Strong commercial performance amid dynamic market developments 9
Fiven Annual Report 2021 10 Board and Management
Fiven Annual Report 2021 Board and Management Pål Runde CRO Fiven Group Member of the Board of Fiven ASA Helén Borchgrevink Member of the Board of Fiven ASA Isabelle Bouteille General Manager Belgium Falk Ast Chairman of the Board Fiven ASA Fernando Miquel Peraire COO Fiven Group Atanas Chapkov General Manager Norway 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 2021 Mission, Vision and Values Fiven is guided by its mission, vision, and values. We act on these to establish the governing principles of the management across the Group. We are living in times of rapid technological shifts. Cars drive autonomously and are powered by electrical engines, our energy is increasingly coming from regenerative resources, industries and homes get smarter, and the climate change is bringing up ever more challenges. At Fiven we work together with our customers on enabling current and future technologies that shape the world around us. Commitment to Environment, Health and Safety No matter where we produce, we always apply the same high standards to ensure safe and healthy working conditions with the least impact on our environment. Reliability of Supply Finding and qualifying the right supplier can be costly. With Fiven, our customers have a reliable source that has been in the market for years. As the biggest producer of silicon carbide, we can meet large or sudden demands. Consistency of Quality We know that the success of our customers’ products depends on high-quality resources. Therefore, we take several measures to make sure each shipment fits their specifications. Our Six Key Values 12 Mission, Vision and Values
Fiven Annual Report 2021 Mission We shape industries Vision Fiven is committed to delivering innovative and sustainable solutions for the industries of today and tomorrow Innovation in conjunction with our customers (co-development) We will develop a tailor-made solution together with our customers. It allows them to optimize their raw material to reach maximum performance. Respect of confidentiality for each customer Working closely together makes trust crucial. We want our customers to feel comfortable sharing their information with us. Their information is safe, and we will not disclose it with other businesses outside the Fiven Group. Local presence combined with worldwide excellence standards We stand by and support our customers that are producing around the world, and as they look to expand their business to other countries. Mission, Vision and Values 13
Fiven Annual Report 2021 Corporate Social Responsibility Introduction by the Chairman Our goal is to improve the impact we have on our surrounding societies. Fiven is committed to limit all the adverse effects of its activities on society, the environment and people. In 2021, we pursued our CSR journey, progressing on the five axes of our approach: social, local anchorage, business ethics, environment, and health and safety. The sustainable Development Goals (SDG) created by the UN is a source of inspiration and a global reference point for our CSR strategy Besides, our principles, Respect, Integrity, Solidarity, Trust and Transparency named as ‘Fiven 5’ ensure that an extensive Corporate Governance will provide the basis for the realization of the five axes of our Corporate Social Responsibility approach. Falk Ast, Chairman of the Board Our Principles In 2021, Fiven focused on developping a number of shared principles applying for both management and employees that will guide our activities over the years. This principles are called the 'Fiven 5' and 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. 14 Corporate Social Responsibility
Fiven Annual Report 2021 Certification All our Fiven entities are certified ISO 9001. In addition, our entities in Brazil, Norway and Belgium are certified ISO 14001 : 2015 and ISO 45001:2018. 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 Venezuela: ISO 9001 and OSHAS 18001 In October 2021, the Fiven Group has received the EcoVadis sustainability rating in silver with a score of 56/100. The certification evaluates the environmental, social and ethical performance - in other words, the sustainability of companies. The silver rating places Fiven in the top 25% of all companies assessed by EcoVadis. This is a remarkable result after only two years of existence as an independent company. Fiven will be reassessed annually over the next two years to enhance its results step by step. Diversity Fiven has more than 10 nationalities out of its more than 500 employees. Health and Safety Our goals stated in our HSE policy is ZERO accidents and Safety and Health protection of all our employees. No matter the plant location, all our people are protected following the same Fiven standards. In 2021, The first self-assessment of the Fiven H&S roadmap was performed in all Fiven entities. The Fiven H&S raodmap is composed of 29 standards to be applied by every entity of the Group. Formal audit will take place in 2022 to grant the Fiven label to factory achieving a certain level of compliance on the main 15 standards out of 29 included in the Fiven Roadmap. Monthly safety KPIs are reported and analyzed at corporate level: lost-time accident (LTA), non-lost time accident (NLTA), first aid, near misses, unsafe act and unsafe conditions. We are also performing “SMAT” (Safety Management Audit Tool) where behaviors at a task are observed and based on the observation a constructive dialogue around safety, best practices, areas of improvement is initiated. 2 0 12 42 4 134 1 663 11% LTA NLTA First Aid Near Misses Unsafe Acts/ Unsafe Conditions SMAT 33% 50% Female share of the total FTE Female share of Fiven management team Female share of the board of directors Corporate Social Responsibility 15
Fiven Annual Report 2021 • Carbon footprint analysis and define action Plan on Sc. 3 • Project to capture emissions in Brazil • Project to capture CO2 in Norway • Roadmap Revision process to ensure LT target Environment To create a stronger link between our operations and how they affect the environment that we operate in, and also to better align the objectives of our Environmental Roadmap with Fiven’s financing strategy, in 2021, Fiven has entered into a Sustainability Linked Bond financing. This means we have linked our financing to the improvement of environmental indicators, critical for our industry, over the next years. These indicators are CO2 and SO2 emissions (expressed in tons of silicon carbide produced), and volume of water withdrawals (in absolute value). Our objective is to reduce these emissions by respectively 9%, 15 % and 10 % by 2025. As per our HSE policies: ‘Our ambition is to turn Fiven into a green SiC company ’ To realize this transformation, the only acceptable long term target is to achieve ‘Net Zero Emission’ 1 by 2050. 1 Net zero emissions means that all man-made greenhouse gas emissions must be removed from the atmosphere through reduction measures, thus reducing the Earth’s net climate balance, after removal via natural and artificial sink / Fiven has the ambitions to work all on their emissions to air not limiting the GHG 3 approaches to achieve this target Eliminating emissions • Scope: 1 & 2 2 • Measure Emissions • Set up Target & Roadmap • Implement Action Plan • Projects to use biocarbon sources • Projects to capture emissions in Norway (semi-closing + CO2 capture technology investigation) • Circular Economy Concept: Intensify Recycling • Waste & Water Management Corporate Policy • Scope: 1,2,3 2 • Air: – 20% • Water: - 20% • Waste: - 30% • Scope: 1 & 2 2 • Air: - 9% • Water: - 10% • Waste: -15% • NET ZERO EMISSIONS • All emissions from Furnaces captured • CO2 emissions captured • All remaining waste is recycled Balancing emissions with removals (air capture) Balancing emissions with emissions avoided through the product Targets Actions 2 Scope 1,2,3 defined by the GHG Protocol: Scope 1 = direct emissions / Scope 2 = indirect emissions ( = Energy used) / Scope 3 = All indirect emissions ( i.e travel, transportation, lease equipment, …) 2050 2030 2025 2020 16 Corporate Social Responsibility
Fiven Annual Report 2021 “In 2021, Fiven has consolidated its foundations of what have been initiated in 2020 through the definition of our CSR approach. 2022 will be a key year to progress in the implementation of our environmental roadmap and the business ethic axes.” Sabine Radoux Chief Sustainability Officer Corporate Social Responsibility 17
Fiven Annual Report 2021 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 to 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), Barbacena (Brazil) and Puerto Ordaz (Venezuela). Fiven GmbH located in Cologne (Germany) is a management office. In February 2021 Fiven North America Inc. was established as a wholly owned subsidiary with a sales representation office operating in Pittsburgh (USA). There is also a sales representation office operating in Shanghai (China). The Market In 2021, the global economic recovery has advanced more strongly than anticipated a year ago. Meanwhile, the surge in demand for goods has caused high energy and raw material prices, and bottlenecks in production chains. As market conditions have started to change rapidly since Q2 2021, Fiven strived to serve its customers in a fast, challenging, and increasingly competitive market and achieved solid organic growth of 28% in gross sales YoY. More importantly, Fiven adopted a strict pricing adjustment discipline to offset the cost increase of raw materials. The global market for silicon carbide is diversified, and trends differ between regions and end markets. In Europe, the specialty market segment was positively impacted by the higher demand from manufacturing plants but limited by the decline in the market for diesel particular filters. Consequently, Fiven’s revenues from the specialty market in Europe rose by 5% YoY and by 75% if excluding diesel. In contrast, the recovery in the construction and the automotive markets strongly impacted the demand for metallurgy, refractory, and abrasive products. Thus, Fiven revenues from the standards products in Europe increased by 25% YoY. In North America, Fiven had a clear upturn in sales of specialty products driven by ongoing co-development projects. In Latin America, Fiven experienced a significant growth driven by robust recovery from all sectors of activities in Brazil and market share expansions outside of Brazil. The global competitive landscape varies from one region to another and is intensely competitive. Fiven has a strong market position in Europe and Latin America and faces robust local competition in North America, Europe, Latin America, and global competition from Asian silicon carbide producers. Fiven’s Strategy Fiven’s strategy remains in place: to grow profitably based on two pillars. 1. Accelerate growth in specialty products by targeting applications with high growth dynamics and focusing on innovation and co-development with key customers. 2. Selectively serving core markets, improving the cost competitiveness, and through providing a high level of service offerings. Organic growth will continue to be driven through R&D and should be achieved by the development of new products and applications. In the coming years, Fiven will step up efforts to meet increasing demands from the public to ensure that the Group remains on good terms with the citizens in the locations in which it operates. 18 Board of Directors’ Report
Fiven Annual Report 2021 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 2021 saw good commercial and financial performance as the market was recovering to pre-pandemic levels and there was high demand for Fiven quality products. The total consolidated revenues and other income for the 12-month period reached 127.5 mEUR, a Year-on Year improvement by 28 percent (2020: 99.7 mEUR). In terms of revenues by customer location, Europe revenues at 58.5 mEUR increased by 18 percent from previous year, North America reported at 18.7 mEUR were up by 11 percent, the 42.3 mEUR revenues from South America represented a YoY improvement of 70 percent, whilst Asian revenues were 7.9 mEUR, on par with 2020. As for products, the Standard products increased by 40 percent to 87.3 mEUR, and the Specialty products grew by 9 percent to 40.1 mEUR. The Operating Profit for the period ended at 16.1 mEUR (2020: 10.5 mEUR). The Net Finance expenses of 8.6 mEUR (2020: 11.9 mEUR). The improvement on the net financials includes a 3.6 mEUR improvement from realized and unrealized exchange losses in comparison to 2020. Net Income of the year was 2.9 mEUR (2020: -2.9 mEUR). Fiven uses Adjusted EBITDA to measure operating performance at the group and segment level. The consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of the period showed 21.2 mEUR (2020: 15.2 mEUR) whilst the Adjusted EBITDA including the positive impact from IFRS 16 and excluding non-recurring fees and monitoring costs showed 24.4 mEUR (2020: 20.1 mEUR). The improvement in Adjusted EBITDA is largely sales volume driven through the market recovery. The price adjustments aimed at mitigating major raw materials and power price increases observed. Both the NOK and the BRL were strengthened against major trading currencies in 2021 leaving a negative impact on Fiven profits. Savings from the restructuring program completed in Q3 2020 are contributing positively to the 2021 results. Cash Flow and Liquidity reserve Total cash and cash equivalents at year-end were 23.6 mEUR, up from 23.0 mEUR for year-end 2020. Restricted cash accounted for 0.1 mEUR of the total to cover for social taxes in Norway. Cash flow from operating activities was 15.2 mEUR (2020: 15.0 mEUR). In a growing business and with increased demand for working capital, Fiven has been able to improve throughput time and working capital efficiency. The cash flow from investing activities amounted to -5.3 mEUR (2020: -3.7 mEUR). In 2021 Fiven has continued to invest into new product development, emission control and other HSE measures in addition to necessary to maintenance investments of the running plants. The full year cash flow from financing activities was -9.3 mEUR (2020: -1.1 mEUR). In Q2 and Q3 2021 Fiven finalized the refinancing of the Group including the redemption of the original bond from 2019 of 56.5 mEUR, raising a new bond of 70 mEUR. The total cash impact from the refinancing operation was a net outflow of 5.2 mEUR. In addition, the increase in factoring lines utilization in 2021 was 2.7 mEUR whilst the increase in 2020 was 5.6 mEUR. Debt and financial position Fiven’s total liabilities at 31.12.2021 was 149.2 mEUR in comparison to 133.2 mEUR year-end 2020. The Group’s current liabilities as of 31.12.21 comprised 35 percent of total liabilities compared to 27 percent year-end 2020. The increase is due to a significant increase in Trade Payables following the growth of Fiven business as well as higher raw material and power inflation. As for the non-current debt, the Bond of 68.9 mEUR (net after amortized costs) and the shareholder loan of 22.7 mEUR (including capitalized interest), have maturity dates in June 2024. Total assets and equity Total assets at year-end amounted to 140.3 mEUR compared to 120.1 mEUR year-end 2020. Equity reported at year-end was -8.9 mEUR compared to -13.1 mEUR at end of 2020. The impact on equity from changes in foreign currency translation reserve was -9.7 mEUR (2020: -10.9 mEUR). The Equity ratio end of 2021 was hence –6.4 percent (2020: - 10.9 percent). Going Concern Pursuant to Section 3-3a of the Norwegian Accounting Act, the Board of Directors confirms that the financial statements have been prepared on the assumption of going concern. The corona virus adds some uncertainty to future financial performance. The consolidated equity as per 31.12.2021 is Board of Directors’ Report 19
Fiven Annual Report 2021 negative by -8.9 mEUR (2020: -13.1 mEUR), caused by a noncash impact from the cumulative foreign currency translation reserve of -9.7 mEUR (2020: -10.9 mEUR). The Fiven ASA equity was 0.1 mEUR at 31.12.2021 compared with - 0.4 mEUR as of year-end 2020. During 2021, Fiven refinanced its operations through a new bond of 70 mEUR expiring in June 2024. Together with a shareholder loan of 22.7 mEUR expiring after the bond, Fiven has now secured long term financing for the coming years. The going concern assumptions have been assessed. The good liquidity situation during the quarters and the long-term financing of operations recently secured through the new bond completed leads management to conclude that there is sufficient financial flexibility to manage the near-term financial obligations. Segment Review Fiven Norway Fiven’s Norway product portfolio is to a large extent dominated by specialty products, encompassing a wide range of market segments and customer needs. Co-development projects in North America, Europe, and Asia, as well the recovery in the abrasive markets contributed to a growth of 19 percent YoY. Total revenue and other income for 2021 ended at 59.2 mEUR (2020: 48.5 mEUR), and Fiven Norge made for 44 percent of the Fiven Group total revenues. The adjusted EBITDA was 10.1 mEUR compared to 11.1 mEUR in 2020. The higher sales volume and sales price adjustments could not entirely offset the negatives from the raw material increases as well as the impact from the stronger NOK. The manning in Fiven Norway at the end of 2021 was 200 full time equivalents (FTEs), an increase of 22 from year end 2020 reflecting the higher level of activity. Fiven Brazil Fiven Brazil saw a solid and upbeat demand in Latin America since Q2 2021, driven by the recovery of all sectors of activities in Brazil, price adjustments aiming to offset the severe raw material cost increase and the market share expansions in Latin America. The full year performance mirrors the quarterly performance with strong commercial performance. Fiven Brazil has increased output in times of increasing demand from external as well as internal customers. Total revenues and other income improved by 50 percent in 2021 whilst the adjusted EBITDA reported at 11.6 mEUR was 4.1 mEUR higher than last year. The improvement is volume driven by a significant recovery of the market and market share gains. It has been necessary to adjust prices to mitigate the strong increase in raw material prices. As water reservoirs are at their lowest level for more than 90 years, consumers (private and enterprises) must pay extra charges for the production of thermo electrical power since hydro electrical power is becoming scarce. The number of full-time equivalents (FTEs) at year end 2021 was 231, an increase by 11 from year end 2020 in response to higher demand. Fiven Belgium Fiven Belgium saw a slight decline of 6 percent in external revenues compared to 2020, due to the limitation and the short availability of raw materials and longer lead times. The adjusted EBITDA reported was 0.8 mEUR compared to 0.4 mEUR for the same period in 2020. Due to lack of SiC material, the company has been running on lower than full processing capacity and part of the work force has been on temporary leave. There was a management decision to reopen production in Fiven's Venezuelan plants in Q3 2021, and with that the situation in Belgium will be improving. Parent Company Review Fiven ASA is the parent company of the Group. The revenues of the period reached 5.1 mEUR (2020: 4.2 mEUR) and the Operating Loss amounted to -0.1 mEUR (2020: -1.0 mEUR). The Net Income was 0.5 mEUR (2020: net loss -2.7 mEUR). The Board of Directors proposes to transfer the Net Income of 0.5 mEUR to retained earnings. R&D Activities The research and development activities are key to Fiven’s growth strategy. To speed up the new product development, the Fiven Innovation System that was developed and implemented in 2020 has been further optimized in 2021 and is used on a regular basis to follow up on the innovation process. The system is based on a hybrid methodology with key elements from Stage-Gate and Agile techniques with the clear goal of reducing the time it takes to develop new products and bring them to market. With a monthly Innovation Review, the status and plans for all key development projects are presented by the R&D Project Managers, together with the support of the Sales & Marketing team, to the management of Fiven. Innovation Reviews and steering committee meetings are used to select and prioritize development projects for the Fiven group. In 2021 the development of new products together with key customers were prioritized focusing on fast growing markets. 2021 was also the year that our next generation Acheson furnace and gas cleaning technology was implemented after a pilot-period of several years. 20 Board of Directors’ Report
Fiven Annual Report 2021 Corporate governance Fiven ASA does not have a corporate assembly, and therefore the general meeting elects the Board. Fiven’s board consists of 4 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 shareholder, the Board of Directors exercises the overall governance of Fiven ASA. In 2020 an Audit Committee was formed. The Audit Committee reports to the Board of Directors following the mandate prepared and approved by the Board of Directors. The appointment of the Executive Chairman of the Board of Directors facilitates the reporting to the shareholder of Fiven ASA. Two of the four directors are executive personnel, employed by Fiven Norge AS, 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 management 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, include also the Chief Operating Officer, 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. In 2021 the implementation of a consolidation tool was completed which has enabled faster and higher quality reporting, increasing the controls over financial reporting. Monthly management reporting is submitted by the management team of each segment to assist the Board in its work on monitoring and controlling the Group’s operations. The reports cover financial information of the Group’s key figures, matters related to health and safety, market development, operations and financial performance, and the status of other business-related matters. Quarterly and annual financial statements are reviewed by the Audit Committee and the Board. Risk Factors and risk management Market risk Automotive and construction are two of the largest markets to Fiven. The board monitors the implications of unsettling trends such as lack of semiconductors in automotive, and material cost inflation and supply chain disruption in the construction market. To reduce these risks, the board focuses heavily on developing new specialty products and diversifying into other markets, which shield the group from any acute risk on revenue. The Asian competition can exert intense pressure by suddenly reducing standard 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 on the Ukrainian and Russian borders could cause spikes in energy prices and fuel 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. Operational risk The Group’s business includes several operational risks associated with the running of the industrial factories. The manufacturing of silicon carbide is highly depending on raw material such as petroleum coke, electric energy and sand. Through long term contracts on energy, Fiven entities are able to secure a stable supply of power for production. For petroleum coke and sand there is no forward market, but through multiple sourcing, the group has what is considered a steady supply. The Group’s high consumption of petroleum coke in the production 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. Fiven is also exposed to other risk of liability under, for example, environmental laws and regulations due to the silicon carbide production. In 2021, The Group has again invested significantly into measures to control and reduce emissions. In Fiven Norge AS, three new furnace groups were closed in December 2021, marking a significant step forward in the full cleaning project, which involves cleaning all exhaust gases from the furnaces. Board of Directors’ Report 21
Fiven Annual Report 2021 Fiven’s plant in Lillesand, Norway, is required to comply with air emission limits linked to its operating license, and also tracks emissions of substances to water. Compliance with limits is a strong focus and actions are continuously taken to meet current good practice standards and regulatory requirements at all sites. Compared to the previous years, the Company has increased its capital expenditures in relation with emissions control in order to secure and achieve overall compliance with laws and permits. Safety is a key priority to Fiven, and the manufacturing locations have established routines and procedures designed to minimize overall operational risk. KPIs are recorded, analyzed and actioned systematically. Health, environment and safety performance is reviewed monthly on management level and with owners. Political risk Since the Group is present in several geographic markets, Fiven is also subject to external risks, such as political risks in for example Venezuela. The Group's operations in Brazil are subject to detailed regulation and complicated rules regarding, inter alia, tax, labor, financing, the environment and other regulatory requirements. The complexity of the legislative framework, may expose the Group to risks such as legal uncertainties, increased costs in the compliance work and a lack of foreseeability, which could have a material adverse effect on the Group's business and financial position. The Group has managed well the challenges in Brazil, and 2021 was a very strong year for the local entity in Brazil. The Group operates in Venezuela where the business climate constitutes a challenge for foreign and domestic companies operating in the country. The general uncertainty in the country, due to the political instability, exposes the Group to risks such as legal uncertainties and a lack of foreseeability, which could have a material adverse effect on the Group's business, earnings and financial position. For most of 2020 and up to September 2021, the Venezuelan plants were mothballed. In September last year, the Group decided to restart production in Venezuela. However, the mothball period demonstrated that the Group was able to swap production among plants and that the good 2021 financial results were derived with limited supplies from Venezuela. Financial risk Fiven is exposed to different risks in the various market it operates. The objective is to minimize the impact from such risks to the financial statement. Fiven operates in an international industry which exposes the business to a variety of financial risks. Through its global operations, Fiven is impacted by fluctuations in exchange rates of other currencies. Major trading currencies are USD, EUR and BRL. Fiven Group’s reporting currency is EUR, and the Group both hedges through financial instruments and actively uses natural hedge to reduce the risk for currency exposure. Similarly, denomination of currency for loans and bonds seeks to reduce the impact of fluctuations in exchange rates. Customer credit risk is considered low, and credit management ensures that a big portion of the receivables is insured against credit risk. Fiven Norge and Fiven Belgium (Matériaux Céramiques S.A) have a factoring arrangement where there is no recourse. Liquidity risk is related to difficulty in meeting financial obligations. In 2021 the Group was refinanced through a new Bond of 70 mEUR being listed on the NASDAQ Stockholm and Frankfurt Open Market stock exchanges. The long- term financing of the Group is also secured through a Shareholder Loan. In parallel, the factoring agreement for Fiven Norge and Fiven Belgium constitutes another source for funding. There is also an export credit facility in Brazil. Other than that, liquidity needs are covered through cash generated from operation. Insurance for board members and general manager The Group has procured Directors and Officers liability insurance on behalf of the members of the Board of Directors and Fiven management. This is standard insurance to protect against certain 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 In order to create a stronger link between our operations and how they affect the environment that we operate in, and also to better align the objectives of our Environmental Roadmap with Fiven’s financing strategy, in 2021, Fiven has entered into a Sustainability Link Bond financing. This means we have linked our financing to the improvement of environmental indicators, critical for our industry, over the next years. These indicators are CO2 and SO2 emissions (expressed in tons/ tons of crude produced), volume of water withdrawals (in absolute value). Our objective is to reduce these emissions by respectively 9 %, 15 % and 10 % by 2025. 2021 achievements are reported in the Sustainability Linked Bond progress report 2021 attached to this report. More information is available in the sustainability linked bond framework. (www.fiven.com/ company-information/investor-relations/reports) In 2021, Fiven has subscribed to a three-year service agreement with the company EcoVadis. EcoVadis is granting certification on the CSR performance of companies. The certification is based on four axes: environment, social, business ethics and sustainable purchasing. This tool will help us to better organize our action plan in order to improve our CSR roadmap and action plan. 22 Board of Directors’ Report
Fiven Annual Report 2021 In October 2021, Fiven performed the first self-assessment, and Fiven was awarded the EcoVadis Silver Medal with a score of 56/100. The silver rating places Fiven in the top 25% of all companies assessed by EcoVadis. Fiven will be reassessed annually over the next two years to enhance its results step by step. Business Ethics and anti-corruption Fiven is aware that company decisions and actions may have a repercussion on society. The general rule of Fiven is that all parties shall comply with national and all other applicable laws, prevailing industry standards and other requirements to which company subscribes. When laws, industry standards address the same issues, the most favorable provision shall apply to Fiven people. End of 2021, Fiven has nominated a Compliance officer. The Group has also identified a solution to implement a whistleblowing line allowing Fiven Board of Director’s to be warned about any potential business ethics breach. The implementation of the whistleblowing line will take place in the first half of 2022. People Fiven believes in equal treatment of people in respect of ethnicity, religion, belief, disabilities sexual orientation, gender identity and gender expression and the Group recognize and respect the uniqueness of everybody working in Fiven. The work environment in Fiven is considered positive. The typical employee of Fiven has several years in service for the company. Production facilities are viewed as corner stones in their local communities. At year end the number of full-time equivalents (FTEs) were 463 compared to 426 end of 2020, these figures are not taking into account the non-consolidated entities in Venezuela. In 2021, Fiven hired people mainly in production department to support growth. Fiven management works actively to extend the share of women into various positions. The population of women has progressed in 2021 and represent 12.7% of the total FTE at year end compared to 11.1% of the total FTE in 2020. In the management group and the board of Directors, women represent respectively 33% and 50 % end of 2021, which is stable compared to 2020. Health, Safety and Environment The company has implemented EHS prevention programs and procedures to mitigate inherent risks of the Acheson process as well as risks associated with SiC processing. The Group is following several KPIs on a monthly basis. In 2021, we decreased the accident frequency rate, TF2 (defined as the sum of lost time accidents and non-lost time accidents divided by the working hours multiplied by 1000000), at 1.6 compared to 3.7 in 2020. This represents 2 lost time accidents compared to 5 in 2020. The Group target keeps on going for zero accidents. In 2021, Covid has still accompanied us all along the year. In all Fiven entities, the focus was on ensuring a healthy working environment for all our employees, and Fiven has applied very strict hygiene measures. Every time one employee was confirmed positive to COVID 19, Fiven organized testing of all direct contacts. In 2021, the Fiven entities have performed the first self-assessment of the ‘Fiven Roadmap’ which includes 29 standards that should be applied in all Fiven plants. In 2022, formal audit will be conducted to identify Fiven entity reaching the ‘Fiven Roadmap Label’. This label will be granted to entities that achieve a certain level of compliance on the main 15 standards out of 29 included in the Fiven Roadmap. The short-term sickness rate for the period shows 2.9% compared to 1.9% in 2020, the increase in the short-term absenteeism is mainly linked to the pandemic. In connection with its Environmental roadmap set up in 2020, we have pursued on implementing the different actions listed in our roadmap. We have made the following progress on the main projects and actions: • Complete the second step of the covering furnace project in Fiven Norge. • Complete a carbon footprint assessment as per the ‘Bilan Carbone®’ methodology • Complete the installation of photovoltaic panels on the factory roof of Fiven Belgium • Start planting trees on our land in Fiven Brazil. In 2021 10 000 trees, mainly native, were planted, and the project is to plant a total of 116 000 trees by the end of 2022 first semester. Local Anchorage No matter the place Fiven operates the Group considers the environmental and social issues of local communities. The presence in a community must foster local, inclusive and sustainable value creation. In this respect, this year for example, our Brazilian entity supported different local associations in offering food parcels for physically disabled people, milk donation for needy children, we also supported Barbacena Hospital in offering a respirator to fight against covid and made a donation to the cancer association. Our Norwegian entity supported a local sportive association and a local association helping youth in difficulties. Fiven also offers reflective vests for new children starting at the local school. Board of Directors’ Report 23
Fiven Annual Report 2021 Outlook for Fiven Group Fiven expects to deliver continued solid commercial performance, driven by the prospect of a further economic recovery worldwide, strong momentum in end markets, and market share gains. A firm price discipline will offset any additional inflationary pressure of raw materials and ensure the sustainability of supply. Although limited Fiven revenues are being generated from customers in the areas concerned, it is difficult to predict how the ongoing conflict between Ukraine and Russia will impact Fiven business. The two-pillar strategy remains in place: accelerate growth in customized products by targeting applications with high growth dynamics and focusing on innovation and co-development with key customers, and selectively serving core markets by providing a high level of service offerings. 2021 was a year of recovery from the markets but also a year of significant turbulence in the raw material and transportation markets. Fiven continues to watch the inflationary pressures carefully and will execute price adjustments as necessary if the trend continues. The Board of Directors of Fiven ASA - Oslo, 22 March 2022 Falk Ast Pål Einar Runde Betty Lunøe Åsheim Chairman Member of the Board Member of the Board Helén Borchgrevink Stein Erik Ommundsen Member of the Board General Manager 24 Board of Directors' Report
Fiven Annual Report 2021 Kapittelnavn 25
Consolidated financial statements
Consolidated statement of income Amounts in EUR thousand Note 2021 2020 1 January to 31 December Revenue 5,6 127 439 99 208 Other Income 32 508 Total revenue and other income 127 471 99 715 Raw materials, energy cost and change in inventory 19 (59 188) (44 493) Employee benefit expenses 8,9,10 (23 557) (21 543) Depreciation and amortization 12,15,16 (5 072) (4 781) Other operating expenses 11 (23 418) (17 883) Restructuring costs (125) (554) Total operating expenses (111 360) (89 254) Operating profit (loss) 16 111 10 461 Finance income 13 356 99 Finance expense 13 (9 635) (9 131) Other financial items (net) 13 686 (2 880) Net finance income (expense) (8 593) (11 912) Net income (loss) before income taxes 7 518 (1 451) Income tax expense 14 (4 581) (1 409) Net income (loss) 2 937 (2 860) Net income (loss) attributable to: Shareholders of the parent 2 937 (2 860) Total net income (loss) attributed to shareholders 2 937 (2 860) Amounts in EUR thousand 2021 2020 1 January to 31 December Net income (loss) 2 937 (2 860) 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 1 174 (9 609) Total comprehensive income (loss), net of tax, attributed to shareholders of the parent 4 111 (12 469) Consolidated statement of comprehensive income Fiven Annual Report 2021 Financial statements 27
RkJQdWJsaXNoZXIy NTYyMDE=