Annual Report 2022
Fiven Annual Report 2022
Content A worldwide leader 4 Key financials 5 2022 Highlights 6 Navigating Challenges to Achieve Strong Financial Performance and Drive Sustainability 8 Board and Management 11 Mission, Vision and Values 12 Corporate Social Responsibility 14 Board of Directors’ Report 18 Consolidated financial statements 26 Fiven ASA financial statements 80 Auditor’s report 98 Appendix to Fiven 2022 Annual report - Alternative Performance Measures (APMs) 104
Arendal, Norway Hody, Belgium Oslo, Norway Cologne, Germany Pittsburgh, PA, USA Shanghai, China Lillesand, Norway Barbacena, Brazil 4 A worldwide leader A worldwide leader €192.3 M Revenue 1 January - 31 December 2022 >400 Customer groups 428 Employees €61.5 M EBITDA Adjusted 1 January - 31 December 2022 4 Production Sites As worldwide leader in the production of silicon carbide grains and powders, Fiven is dedicated to delivering innovative and sustainable solutions for the current and future industries. Selling to 49 countries on 5 continents 4 production sites 4 office locations
Revenue breakdown 25% 75% Customized share of sales in 2022 Standard share of sales 2022 South America 5% 41% 39% 16% Europe Asia North America 12% 39% 49% Fiven Brazil Fiven Norway Fiven Belgium P&L Euro Millions 2022 Restated 2021 3 Revenue 192.3 127.4 Adjusted EBITDA 1 61.5 24.4 Net Income (loss) 2 53.7 7.4 Balance sheet Euro Millions 2022 Restated 2021 Assets 189.0 146.3 Cash and Cash Equivalents 18.9 23.6 Cash flow Euro Millions 2022 Restated 2021 Cash flow from operations 41.5 15.2 Cash flow from investments (7.6) (5.3) Cash flow from financing activities (38.7) (9.3) 1 Adjusted EBITDA excludes non-recurring/non-financial items and monitoring fees 2 Of which 17463 kEUR come from changes in the fair value of the financial instruments for power contracts (2021: 4446 kEUR). 3 Refer to Note 30 in the Financial Statement Key financials 5 Key financials
Fiven Annual Report 2022 2022 Highlights 6 2022 Highlights Milestones in Health & Safety Practices The Fiven Group is proud to celebrate two major milestones in safety. Firstly, its Belgian operations have achieved five years of accident-free operation, reinforcing Fiven's commitment to health and safety. Secondly, its Brazilian operations have gone one year without a workplace accident, a testament to the hard work and dedication of the company's employees. The success in safety is a reflection of Fiven's ongoing investment in employee training and awareness, as well as its commitment to health and safety. Fiven Receives EcoVadis Silver Medal for the Second Year We are proud to announce that the Fiven Group has once again received the EcoVadis Silver Medal for sustainability. This certification evaluates a company's environmental, social, and ethical performance, and places Fiven in the top 25% of all companies assessed by EcoVadis. This year's recognition showcases our continued commitment to sustainability. We remain dedicated to enhancing our sustainability program and will be reassessed annually to further improve our results.
Fiven Annual Report 2022 2022 Highlights 7 Finishing of Tree Planting Project & Opening of a Tree Nursery Fiven Group is dedicated to becoming a fully sustainable silicon carbide manufacturer and is taking concrete steps towards this goal. In 2022, the company finished planting 116,000 tree seedlings in Brazil, capturing 8,000 tons of CO2 per year and promoting the growth of native fauna and flora. Fiven is also committed to environmental education, partnering with the municipality to create a tree nursery and distribute 10,000 native seedlings annually to citizens, while supporting planting efforts and environmental education. With a shared vision for a greener and healthier world, Fiven is leading the way in sustainable manufacturing practices. Divesture of Venezuelan Activities The Fiven Group has successfully divested its activities in Venezuela. The decision comes after months of political instability and administrative hurdles, which made it difficult for Fiven to continue operations in the country. Divesting from Venezuela has allowed Fiven to reduce its exposure to the risks associated with doing business in a politically unstable and uncertain environment.
Fiven Annual Report 2022 Record Breaking Year for Fiven: Navigating Challenges to Achieve Strong Financial Performance and Drive Sustainability 8 Navigating Challenges to Achieve Strong Financial Performance and Drive Sustainability
Fiven Annual Report 2022 Fiven was already facing the aftermath of fluctuating raw material prices and energy costs due to the supply chain disruptions caused by the COVID-19 pandemic. In the face of this challenge, we remained focused on managing our costs while also considering how inflationary tendencies could be passed on to the market where possible. This required a strategic and agile approach to balancing the needs of the business and the market, with a constant focus on maintaining a competitive edge. To maintain a competitive edge, Fiven has also focused on its innovation projects and developed new solutions in collaboration with its customers. This has led to the introduction of new products such as SIKA® Densitec S-Cast and SIKA® Densitec X-Form, enabling the production of fully dense silicon carbide ceramic parts using previously untested forming methods like slip casting, extrusion and 3D printing. Another innovation is the development of Fiven's Boron Carbide powders for technical ceramics, which offer unprecedented purity from free carbon as graphite. Lastly, I am happy to announce that our SIKA e-SiC® high-purity silicon carbide is in the final stage of qualification at customers, and we are recognizing increased demand from global customers in the semiconductor market for power electronics. With regards to the structure of the organization, Fiven was able to successfully divest its activities in Venezuela in 2022, with political instability and various bureaucratic and administrative challenges as the primary reasons for the decision. The divestment proves to be beneficial for us in several ways. Firstly, it enables us to focus our resources and attention on areas of the business that are more conducive to growth and profitability. Secondly, divesting from Venezuela allows us to reduce our exposure to the risks associated with doing business in a politically unstable and uncertain environment. Finally, the move to divest also helps to streamline our operations, leading to greater efficiency and cost savings. The founding of FIVEN North America, Inc. in the US has had a positive impact on the company as well, as evidenced by increased sales in 2022 within North America. The establishment of this subsidiary has allowed Fiven to better serve its customers in the region. Fiven is proud to announce a record-breaking performance in terms of turnover and Adjusted EBITDA. With total revenues of 192.3 million Euros and an Adjusted EBITDA of 61.5 million Euros. However, we recognize that this achievement is only the beginning and sets a high standard for us to maintain. Despite a slowdown in certain markets, such as construction, we have seen a surge in demand from the defense, semiconductor and energy sectors. We are poised to capitalize on these opportunities and continue our growth trajectory. Sustainability is a top priority for us, and we are proud to have once again received the EcoVadis Silver Rating, which reflects our commitment to environmental responsibility. Despite the challenges posed by an inflationary economy and rising costs, we remain dedicated to investing in sustainability initiatives. Our goal is to achieve net-zero emissions by 2050 in our facilities, and we are determined to find creative and effective ways to meet this objective. On behalf of the entire team at our company, I am grateful for your ongoing support and investment. It is a privilege to have you as a part of our journey towards continued success. Your confidence in our abilities drives us to deliver exceptional performance. We look forward to our continued partnership and a bright future together. Falk Ast Chairman of the Board Fiven ASA The year 2022 will be remembered as a turning point in history. The conflict in Ukraine has caused immense suffering and has highlighted the vulnerability of Europe's supply chain, which relies heavily on raw materials from Russia. The immediate economic impacts included a sharp rise in energy and material costs. Navigating Challenges to Achieve Strong Financial Performance and Drive Sustainability 9
Fiven Annual Report 2022 10 Board and Management
Fiven Annual Report 2022 Board and Management Helén Borchgrevink Member of the Board of Fiven ASA Isabelle Bouteille General Manager Belgium Falk Ast Chairman of the Board Fiven ASA Terrance Blanchard COO Fiven Group General Manager Norway Trygve Eidet CRO Fiven Group Stein Erik Ommundsen CFO Fiven Group and General Manager Fiven ASA Thiago Barros General Manager Brazil & Sales Director Americas Betty Lunøe Åsheim CCO Fiven Group Member of the Board of Fiven ASA Sabine Radoux Chief Sustainability Officer Board and Management 11
Fiven Annual Report 2022 Mission, Vision and Values Fiven is guided by its mission, vision, and values. We act on these to establish the governing principles of the management across the Group. We are living in times of rapid technological shifts. Cars drive autonomously and are powered by electrical engines, our energy is increasingly coming from regenerative resources, industries and homes get smarter, and the climate change is bringing up ever more challenges. At Fiven we work together with our customers on enabling current and future technologies that shape the world around us. Commitment to Environment, Health and Safety No matter where we produce, we always apply the same high standards to ensure safe and healthy working conditions with the least impact on our environment. Reliability of Supply Finding and qualifying the right supplier can be costly. With Fiven, our customers have a reliable source that has been in the market for years. As the biggest producer of silicon carbide, we can meet large or sudden demands. Consistency of Quality We know that the success of our customers’ products depends on high-quality resources. Therefore, we take several measures to make sure each shipment fits their specifications. Our Six Key Values 12 Mission, Vision and Values
Fiven Annual Report 2022 Mission We shape industries Vision Fiven is committed to delivering innovative and sustainable solutions for the industries of today and tomorrow Innovation in conjunction with our customers (co-development) We will develop a tailor-made solution together with our customers. It allows them to optimize their raw material to reach maximum performance. Respect of confidentiality for each customer Working closely together makes trust crucial. We want our customers to feel comfortable sharing their information with us. Their information is safe, and we will not disclose it with other businesses outside the Fiven Group. Local presence combined with worldwide excellence standards We stand by and support our 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 2022 Corporate Social Responsibility Introduction by the Chairman Our goal is to improve the impact we have on our surrounding societies. Fiven is committed to limit all the adverse effects of its activities on society, the environment and people. In 2022, we pursued our CSR journey, progressing on the five axes of our approach: social, local anchorage, business ethics, environment, and health and safety. The sustainable Development Goals (SDG) created by the UN is a source of inspiration and a global reference point for our CSR strategy. Our new Code of Conduct including the Group’s principles, standards, and the moral and ethical expectations that all employees and third parties are held to as they interact with the organization, is a new milestone in the strengthening of our corporate governance. Falk Ast, Chairman of the Board Certification All our Fiven entities are certified ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 meaning that all key production entities of the Group have health and safety certifications: • Fiven Norge AS: ISO 9001, ISO 14001, ISO 45001 • Carbeto de Silicio Sika Brazil: ISO 9001, ISO 14001, ISO 45001 • Materiaux Céramiques SA: ISO 9001, ISO 14001, ISO 45001 End of 2022, Fiven performed the second ESG self-assessment by the company EcoVadis. EcoVadis awarded Fiven in January 2023 for the 2nd time with the Silver Medal with a score of 59/100 compared to 56/100 in 2021. The silver rating places Fiven in the top 25 percent of all companies assessed by EcoVadis. Fiven will be reassessed beginning of 2024 Our Principles We live and are guided in our activities by our principles called the 'Fiven 5'. These principles are: Adherence to these principles is a requirement for belonging to Fiven Group. Respect – We treat everybody with respect independent of their background, culture, and origins. Integrity – We are honest people and have strong moral principles helping us to stay undivided. Solidarity – We stand by each other and help one another to reach our common goals. We encourage teamwork, and we bring out the best of each person. Trust – We act with trust in people’s honesty and sincerity. Transparency – We foster a climate of direct, honest, and open communication. 14 Corporate Social Responsibility
Fiven Annual Report 2022 Health and Safety Our goals stated in our HSE policy is ZERO accidents and safety and health protection of all our employees. No matter the plant location, all our people are protected following the same Fiven standards. In 2022, it was the first year, that no lost time accident was reported within all Fiven entities, therefore the TF1 (defined as the number of lost time accidents divided by the working hours multiplied by 1000000) was at 0 compared to 1.9 in 2021. The TF2, which is the frequency rate of lost time accident and nonlost time accident (defined as the sum of lost time accidents and non-lost time accidents divided by the working hours multiplied by 1000000) increased to 2.6 compared to 1.9 in 2021. This represents 3 non lost time accidents compared to 2 lost time accident in 2021. In August 2022, Fiven entity in Belgium reached five years without lost time and non-lost time accident. In November 2022, Fiven Brazil reached one year without lost time and non-lost time accident. During this year, the Group performed in Fiven Brazil and Fiven Norge, Lillesand plant, an audit of the “Fiven Safety Roadmap” which includes 29 standards that should be applied in all Fiven plants. Fiven Brazil has reached the Label Level which means they reach minimum 80% for the safety standards that are specific to silicon carbide production and minimum 90% for the standards called the ‘Fiven Stars’ which are permits to work, subcontractors, working at height, log out tag out and machine guarding standards. 0 3 13 55 3 666 1 910 Diversity Fiven has more than 14 nationalities out of its 428 employees. 12.7% LTA NLTA First Aid Near Misses Unsafe Acts/ Unsafe Conditions SMAT Corporate Social Responsibility 15 33% 67% Female share of the total FTE Female share of Fiven management team Female share of the board of directors
Fiven Annual Report 2022 Environment Sustainability inked Bond key performance indicators, which are CO2 and SO2 emissions (expressed in tons/tons of crude produced) , volume of water withdrawals (in absolute value) achievement for 2022 are reported in the Sustainability Linked Bond progress report 2022 that is published on Fiven's website (www.fiven.com/company-information/investor-relations/reports). Fiven entered this Sustainability Link Bond financing in 2021 to create a stronger link between our operations and how they affect the environment that we operate in, and also to better align the objectives of our Environmental Roadmap with Fiven’s financing strategy. The Group objective is to reduce these emissions by respectively 9 percent, 15 percent and 10 percent by 2025. In connection with its Environmental Roadmap set up in 2020, the Group has pursued on implementing the different actions listed in the roadmap. Fiven has made the following progress on the main projects and actions: • Initiate the next step of the covering furnace project in Fiven Norge • Initiate the project to cover furnaces in Fiven in Brazil • Start to use biocarbon source in our Acheson furnaces in Brazil • Completed the plantation of 116000 trees, mainly native, on Fiven land in Brazil • Implementation of a tree nursery in Brazil, in collaboration with Barbacena Municipality and Nordesta company. 10 000 seedlings will be grown every year and distributed to the city community. Environmental education and awareness programs will accompany the people to whom seedlings will be donated. SLB Goals by 2025 Environmental Roadmap -9% -9% -20% Net Zero 16 Corporate Social Responsibility -15% -10% -20% Net Zero -10% -15% -30% Net Zero CO2 / tons of crude produce Air 2025 2030 2050 SO2 / tons of crude produce Water withdrawn Water withdrawn Non-recovered waste
Fiven Annual Report 2022 “In 2022, Fiven has achieved its objectives in the consolidation of its business ethics axis and made very good progress on the environmental axis. 2023 will be a key milestone for the major environmental projects initiated some years ago“ Sabine Radoux Chief Sustainability Officer Corporate Social Responsibility 17
Fiven Annual Report 2022 Board of Directors’ Report About Fiven Fiven is a global leader in silicon carbide (SiC), a material used in a variety of industrial applications. SiC is recognized for superior hardness, high thermal conductivity and chemical inertness, making it the preferred material for demanding applications: abrasive, metallurgy, filtration, technical ceramics and other uses. Fiven product brand “SIKA” is recognized as a premium brand with high quality and supply consistency. Fiven ASA is headquartered in Oslo, Norway, and is the parent company in the Fiven Group. The Group was established in 2019 in connection with the acquisition of the silicon carbide business from Compagnie de Saint-Gobain S.A, and the operational history can be traced back more than 100 years. Fiven has manufacturing entities in Arendal and Lillesand (Norway), Hody (Belgium) and Barbacena (Brazil). Fiven GmbH located in Cologne (Germany) is a management office. In February 2021 Fiven North America Inc. was established as a wholly owned subsidiary with a sales representation office operating in Pittsburgh (USA). There is also a sales representation office operating in Shanghai (China). The Market In 2022, mainly during the first half, the global economy exhibited a more substantial recovery than anticipated. However, this recovery was accompanied by unstable raw materials, energy prices and disruptions in production chains. Fiven successfully navigated the fast-changing market conditions and achieved solid organic growth of 51 percent in total revenues YoY. To mitigate the rising costs' impact, Fiven implemented a strict price discipline. The silicon carbide market is diverse, with varying trends across regions and end-use industries. In Europe, the specialty market segment experienced growth driven by increased demand from the semiconductor and armor market. As a result, Fiven's revenues from the specialty market in Europe rose by 30.5 percent YoY. Additionally, the recovery in the construction and automotive industries positively impacted the demand for metallurgy, refractory, and abrasive products, resulting in a 35.2 percent YoY increase in revenues. In North America, Fiven substantially grew the sales of specialty products, driven by ongoing co-development projects. In Latin America, Fiven sustained its growth, despite a high-comparison basis, due to solid demand across all sectors in Brazil. The global competitive landscape varies from one region to another. Fiven maintains a strong market position in Europe and Latin America. The competition in North and Latin America, and Europe, is influenced by local players and global Asian producers. Fiven’s Strategy Fiven's strategy focuses on achieving profitable growth through two main pillars: 1. Accelerating growth in specialty products by targeting highgrowth applications, emphasizing innovation, and fostering collaboration with key customers through co-development. 2. Selectively serving core markets, enhancing cost competitiveness and providing exceptional service offerings. Organic growth will be sustained through ongoing research and development efforts, including developing new products and applications, and expanding geographical reach mainly in North America. In the coming years, Fiven will continue to prioritize addressing rising expectations from stakeholders and working to maintain positive relationships with the communities in which it operates. 18 Board of Directors’ Report
Fiven Annual Report 2022 Financial Review Presentation of accounts Fiven’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The parent company’s annual financial statements have been prepared in compliance with the Norwegian Accounting Act and accounting principles generally accepted in Norway. For further information, please refer to the financial statements and note disclosures. The valuation of hedged power contracts in Norway is based on a fair value assessment under IFRS 9 Financial Instruments. As a consequence, comparative numbers for 2021 have been corrected and restated as per requirements in IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors. For more information, please refer to Note 30. Operating Profit and profitability 2022 saw the best financial performance in Fiven history and was largely commercially driven with strong increases in revenues from both standard and specialty products. There are significant positive impacts from the sales of hedged power contracts and from the fair value assessment of financial instruments for future power hedges. The total consolidated revenues for the 12-month period reached 192.3 mEUR, a Year-on Year improvement by 51 percent (2021: 127.4 mEUR). In terms of revenues by customer location, Europe revenues at 77.9 mEUR increased by 33 percent from previous year, North America reported at 29.7 mEUR were up by 59 percent, the 75.5 mEUR revenues from South America represented a YoY improvement of 79 percent, whilst Asian revenues were 9.1 mEUR, up from 2021 levels by 15 percent. As for products, the Standard products increased by 55 percent to 144.4 mEUR, and the Specialty products grew by 39 percent to 47.9 mEUR. The Operating Profit for the period ended at 84.0 mEUR (2021: 21.8 mEUR). The operating result includes gains from the sales of power hedge contracts for years 2022/23 for an amount of 15.2mEUR and gain from the fair value assessment of future power hedge contracts of 22.4 mEUR with no cash effect. The Operating Profit is negatively impacted by a 5mEUR inventory write-off in Belgium. The Net Finance expenses of 9.0 mEUR (2021: 8.6 mEUR). Net Income of the year was 53.7 mEUR (2021: 7.4 mEUR). Fiven uses Adjusted EBITDA to measure operating performance at the Group and segment level. The Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization including the positive impact from IFRS 16 and excluding non-recurring/ non-financial items, monitoring costs and sales of hedged power contracts for year 2023) showed 61.5 mEUR (2021: 24.4 mEUR). The improvement in Adjusted EBITDA is driven by increased sales (51% YoY) and price adjustment to cater for pressures from raw material and energy increases as well as general inflation. In the first half of the year there was also a strong increase in demand after coming out of Covid, but the outbreak of the Ukranian war as well the European energy crises and the slower growth rates in the global economies have softened demand, in particular in the second half of the year. The strong BRL and USD against the EUR have befitted Fiven profits. The result is also favorably impacted by the sales of power hedge contracts for 2022 by 7.2mEUR, and negatively impacted by a 5mEUR inventory write-off. Cash Flow and Liquidity reserve Total cash and cash equivalents at year-end were 18.9 mEUR, down from 23.6 mEUR for year-end 2021. In December Fiven executed a one-off payment to owners in agreement with bondholders impacting the cash balance by 29.3mEUR including fees. Cash flow from operating activities was 41.5 mEUR (2021: 15.2 mEUR). The sales of hedged power contracts had a positive impact to cash flow by 17.3mEUR. The cash flow from investing activities amounted to -7.6 mEUR (2021: -5.4 mEUR). Progressively more of the Fiven capex has been channeled to emission control and other HSE measures, but in 2022 Fiven has also invested into production capacity expansion, product development, productivity improvements as well as into necessary maintenance needed to run the factories. The full year cash flow from financing activities was -38.7 mEUR (2021: -9.4 mEUR). In December bondholders accepted the request for a one-off distribution of cash in the company through a written procedure. This enabled Fiven to execute repayments of a shareholder loan of EUR 24.2m (including accrued interests), pay a dividend of EUR 2.8m and a bondholder consent fee of EUR 2.0m. Including the advisory fees, the total impact from the written procedure on the financial cash flow was EUR– 29.3m. Debt and financial position Fiven’s total liabilities at 31.12.2022 were 139.2 mEUR in comparison to 150.5 mEUR year-end 2021. The non-current liabilities decreased from 98.1mEUR at YE 2021 to 80.0mEUR thanks to repayment of the shareholder loan. Included in the non-current liabilities are a 69.1mEUR bond loan with maturity date June 2024. The current liabilities increased from 52.3mEUR at year end 2021 to 59.3mEUR YE 2022 due to higher utilization of export credit funding in Brazil, higher income tax payables as a result of higher taxable profits and increase in other payables. Board of Directors’ Report 19
Fiven Annual Report 2022 Total assets and equity Total assets at year-end amounted to 189.0 mEUR compared to 146.0 mEUR year-end 2021. The power hedge contracts reported at fair value increased the assets by EUR 22.4m from year end 2021, of which EUR 9.0m of the increase is reported under Other non-current assets and EUR 13.4m is reported as Other Current Assets. The remainder of assets value increase is mainly coming from current assets where inventory and receivables are impacted by more sales, inflation on materials and the strengthening of BRL and the USD against the EUR. Equity reported at year-end was 49.8 mEUR compared to -4.5 mEUR at end of 2021 following the impact from 2022 Net Income and retained earnings. The impact on equity from changes in foreign currency translation reserve was -6.5 mEUR (2021: -9.7 mEUR). The Equity ratio end of 2022 was hence 26 percent (2021: - 3 percent). Going Concern Pursuant to Section 3-3a of the Norwegian Accounting Act, the Board of Directors confirms that the financial statements have been prepared on the assumption of going concern. The consolidated equity as per 31.12.2021 is by 49.8 mEUR (2021: -4.5 mEUR). The Fiven ASA equity was 25.3 mEUR at 31.12.2022 compared with 0.1mEUR as of year-end 2021. During 2022 has significantly strengthened its equity and generated enough cash to repay in full the original shareholder loan from 2019 including accrued interest as well as paying a dividend to shareholders. The long-term funding of the group is secured through a bond of 70 mEUR expiring in June 2024. The going concern assumptions have been assessed. The expected liquidity situation and cash generation during the quarters for 2023 is good. This together with the long-term financing of operations secured through the bond leads management to conclude that there is sufficient financial flexibility to manage the near-term financial obligations. Segment Review Fiven Norway Fiven's product portfolio in Norway primarily comprises specialty products catering to a diverse range of market segments and customer requirements. Various factors, such as the co-development projects in North America, Europe, and Asia drove the total revenue and other income growth by 57 percent. Fiven Norge made up for 39 percent of the Fiven Group revenues from contracts with customers in 2022. The Adjusted EBITDA was 27.6 mEUR compared to 10.1 mEUR in 2021. The higher sales together with an impact of 7.2mEUR coming from the power sales contracts for 2022 explains the improved performance year on year. In November Fiven Norge sold its two subsidiaries in Venezuela with no impact on the financial statement. Full time equivalents (FTE’s) at year end 2022 was 179, a reduction from 200 at year end 2021. Fiven Brazil Fiven Brazil experienced strong and positive demand throughout 2022. It achieved a 71 percent YoY total revenue and other income growth, driven by the recovery of various sectors in Brazil and pricing adjustments aimed at mitigating the impact of rising raw material costs. The full year 2022 result show strong commercial progress and the Adjusted EBITDA reported at EUR 33.9m against EUR 11.7m last year. The number of full-time equivalents (FTEs) at year end 2021 was 220, a reduction by 11 from year end 2021. Fiven Belgium Fiven Belgium saw a 60 percent growth in total revenues and other income compared to 2021, driven by the recovery of the standard European market. The Adjusted EBITDA reported was EUR -0.7m compared to EUR 0.8 for the same period in 2021. The result includes a write-off for inventory for an amount of EUR 5.0m for the inventory produced in Venezuela. In November 2022 Fiven finally received the permit to export material from Venezuela that have been blocked from shipping to Europe due to administrative issues impacting both production and profits. Since the export permit grant last year, 95% of the total inventory have been shipped from Venezuela to Europe. This will benefit Fiven Belgium sales in 2023. As for FTEs, the year ended with 17 compared to 20 FTEs end of 2021. Parent Company Review Fiven ASA is the parent company of the Group. The revenues of the period reached 5.8 mEUR (2021: 5.1 mEUR) and the Operating Loss amounted to -0.1 mEUR (2021: -0.1 mEUR). The Net Income was 28.0 mEUR (2021: net income 0.5 mEUR). The Board of Directors proposes to transfer the Net Income of 28 mEUR to retained earnings. 20 Board of Directors’ Report
Fiven Annual Report 2022 R&D Activities Product development projects and activities in R&D is a vital part of Fiven’s growth strategy. The development topics in focus are e-SiC, high purity silicon carbide for power electronic applications, and advanced technical ceramic solutions for a wide range of applications, including ballistic protection and 3D printing. R&D supports the implementation and operationalization of Fiven’s environmental roadmap. The environmental technology development is now entering into a new phase where optimization of the interaction between process and furnace coverage technology is developed. Fiven focus on speed of new product development and follow up on the innovation process according to the Fiven Innovation System. The system is a modified Stage-Gate system where all stakeholders are directly involved to ensure alignment of resources and capacities. In the monthly Innovation Review, the status and plans for strategic development projects are presented by the R&D Project Managers supported by the Sales & Marketing team, to the management of Fiven. The innovation reviews is the governing forum for selection and prioritization of development projects for the Fiven group. The research and development group in Fiven had a change of management in 2022. The new CRO, Trygve Eidet, entered Fiven from a position as Director R&D in Elkem Carbon Solutions, a division in Elkem ASA. He has extensive experience in leading and implementing industrial R&D and holds a PhD in electrochemical engineering. Corporate governance Fiven ASA does not have a corporate assembly, and therefore the general meeting elects the Board. Fiven’s board consists of 3 members, and the Board of Directors elects its own chair. The composition of the Board of Directors attends to the interests of the shareholder and to meet the Fiven’s need for expertise through executive personnel. In accordance with the Norwegian Public Limited Liability Act (Allmennaksjeloven) and supplementary policies and procedures provided by the shareholder, the Board of Directors exercises the overall governance of Fiven ASA. The Audit Committee reports to the Board of Directors following the mandate prepared and approved by the Board of Directors. The Executive Chairman of the Board of Directors facilitates the reporting to the shareholder of Fiven ASA. Two of the three Board members have long term experience from the inside of the silicon carbide industry, assuring that the Board of Directors has sufficient operational expertise as well as comprehensive knowledge of the business conducted in the Fiven Group. The General Manager of Fiven ASA, currently also being the Fiven Group CFO, is responsible for the day-to-day 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, also include production site general managers and Chief Sustainability Officer. The purpose of the meetings is to monitor the status of the operations and key performance indicators. The market situation and business development issues are also addressed, as well as health, environment, safety and security indicators and human resource issues. These meetings are a vehicle for scrutiny of the segment units’ performance relative to budgets and targets. The market situation, order intake, new opportunities and other significant items at the time are also addressed. The internal controls over financial reporting are governed by the Group Accounting Policies and a set of procedures and internal controls. The Audit Committee reinforces the focus on internal controls over financial reporting. Monthly management reporting is submitted by the management team of each segment to assist the Board in its work on monitoring and controlling the Group’s operations. The reports cover financial information of the Group’s key figures, matters related to health and safety, market development, operations and financial performance, and the status of other business-related matters. Quarterly and annual financial statements are reviewed by the Audit Committee and the Board. Risk Factors and risk management Market risk Automotive and construction are two of the largest markets to Fiven. The board monitors the implications of unsettling trends such as lack of semiconductors in automotive, and material cost inflation and supply chain disruption in the construction market. To reduce these risks, the board focuses heavily on developing new specialty products and diversifying into other markets, which shield the group from any acute risk on revenue. The Asian competition can exert intense pressure by sudden reducing standards products’ prices. In Europe, the market is dynamic, with many players competing in an inflationary cost environment and sudden changes in demand. In addition, the geopolitical tensions from the Ukrainian - Russian war has caused spikes in energy prices and fueled inflation. Globally, Fiven will keep facing fierce competition from players in Germany, China, Spain, and the US. However, Fiven will continue to counter the risk through its customer-centricity, superior delivery performance, and innovation. Board of Directors’ Report 21
Fiven Annual Report 2022 Operational risk The Group’s business includes several operational risks associated with the running of the industrial factories. The manufacturing of silicon carbide is highly depending on raw material such as petroleum coke and sand as well energy for production and processing. Through forward contracts on energy, Fiven entities are able to secure a stable supply of power for production. For petroleum coke there is no forward market, but through multiple sourcing, the Group has what is considered a steady supply. Fiven has its own sand mine in Brazil. The Group’s high consumption of petroleum coke in the 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. From September 6 2022, the Norwegian Environment Agency (NEA) announced temporary stoppage of 2 furnace groups equating to 25 percent of the furnace capacity in Fiven’s plant in Lillesand (Norway) for the rest of 2022 based on projections of SO2 emissions for 2022. As a mitigating step Fiven Norge AS has accelerated implementation of gas cleaning of two additional furnace groups to be completed in Q1 2023. The total furnace groups with a gas cleaning system will then be six. Fiven is confident that the investment into the technology developed by Fiven itself will enable full compliance to requirements. Compared to the previous years, the Group has increased its capital expenditures in relation with emissions control in order to secure and achieve overall compliance with laws and permits. Safety is a key priority to Fiven, and the manufacturing locations have established routines and procedures designed to minimize overall operational risk. KPIs are recorded, analyzed and actioned systematically. Health, environment and safety performance is reviewed monthly on management level and with owners. Political risk Since the Group is present in several geographic markets, Fiven is also subject to external risks, such as political risks. In 2022 Fiven sold its two entities in Venezuela reducing risk from institutional and social unrest in the country. The Group's operations in Brazil are subject to detailed 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 2022 was the best ever year for the local entity in Brazil. Financial risk Fiven is exposed to different risks in the various market it 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. Through strong cash generation in 2022 bondholders accepted the repayment of a shareholder loan from 2019. In parallel, the factoring agreement for Fiven Norge and Fiven Belgium constitutes another source for funding. There is also an export credit facility in Brazil. Other than that, liquidity needs are covered through cash generated from operation. Insurance for board members and general manager The Group has procured Directors and Officers liability insurance on behalf of the members of the Board of Directors and Fiven management. This is standard insurance to protect against 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 End of 2022, Fiven performed the second ESG self-assessment by the company Ecovadis. Ecovadis awarded Fiven in January 2023 for the 2nd time with the Silver Medal with a score of 59/100 compared to 56/100 in 2021. The silver rating places Fiven in the top 25 percent of all companies assessed by EcoVadis. The progress made in 2022 was mostly performed on the business ethics axis. Fiven will be reassessed beginning of 2024 Sustainability linked bond key performance indicators which are CO2 and SO2 emissions (expressed in tons/tons of crude produced) , volume of water withdrawals (in absolute value) achievement for 2022 will be reported in the Sustainability Linked Bond progress report 2022 that will be published on 22 Board of Directors’ Report
Fiven Annual Report 2022 Fiven website (www.fiven.com/company-information/investor-relations/reports) by end of March 2023. Fiven entered this sustainability Link Bond financing in 2021 to create a stronger link between our operations and how they affect the environment that we operate in, and also to better align the objectives of our Environmental Roadmap with Fiven’s financing strategy. The Group objective is to reduce CO2 emissions by 9 percent, SO2 emissions by 15 percent and water withdrawal by 10 percent within 2025. Irrespective of the place where Fiven operates the Group considers the environmental and social issues of local communities. The presence in a community must foster local, inclusive and sustainable value creation. In this respect, this year, for example, the Brazilian entity supported different local associations in offering food parcels to disadvantage families, the HSE manager sensibilized children from Barbacena Public School to water conservation, a theatre play was held where 1000 kids from Barbacena could enjoy the show, the company actively participated to the Pink October to raise awareness on the early detection of the breast cancer. Fiven Norge entity supported a local sportive association and a local association helping youth in difficulties. Business Ethics and anti-corruption Fiven is aware that company decisions and actions may have a repercussion on society. The general rule of Fiven is that all parties shall comply with national and all other applicable laws, prevailing industry standards and other requirements to which company subscribes. When laws and industry standards address the same issues, the most favourable provision shall apply to Fiven people. In 2022, Fiven implemented its Company Code of Conduct. This document lays out the Group’s principles, standards, and the moral and ethical expectations that employees and third parties are held to as they interact with the organization. A whistleblowing line, called Fiven Integrity line, allowing Fiven Board of Director’s to be warned about any potential business ethics breach, has been deployed within all Fiven entities. As of today, no warning has been reported through the Integrity line. End of 2022, Fiven implemented its corporate Supplier Code of Conduct towards all suppliers. Following new legal requirements, Fiven will publish a due diligence report on suppliers’ transparency and work on fundamental human rights and decent working conditions (Transparency Act). The report will be released on the Fiven Website www.fiven.com/company-information/investor-relations/ reports by end of June 2023. People Fiven believes in equal treatment of people in respect of ethnicity, religion, belief, disabilities sexual orientation, gender identity and gender expression and the Group recognizes and respects the uniqueness of everybody working in Fiven. At year end, the number of full-time equivalents (FTEs) were 428 compared to 463 end of 2021. In 2022, some departures mainly in production department occurred in Fiven Norge and economical furlough was applied in Fiven Belgium. Fiven management works to extend the share of women into various positions. The population of women was stable in 2022 compared to 2021 and represent 12.7 percent of the total FTE at year end. In the board of Directors and the senior management team, the female share at the end of 2022 represented respectively 67 percent (2021: 50 percent) and 33 percent end (2021: 33 percent) Health, Safety and Environment The company has implemented EHS prevention programs and procedures to mitigate inherent risks of the Acheson process as well as risks associated with silicon carbide processing. The Group is following several KPIs on a monthly basis. In 2022, it was the first year non lost time accidents was reported zero within all Fiven entities, therefore the TF1 (defined as the number of lost time accidents divided by the working hours multiplied by 1000000) was at 0 compared to 1.9 in 2021. The TF2, which is the frequency rate of lost time accident and non-lost time accident (defined as the sum of lost time accidents and non-lost time accidents divided by the working hours multiplied by 1000000) increased to 2.6 compared to 1.9 in 2021. This represents 3 non lost time accidents compared to 2 lost time accident in 2021. The Group target keeps on going for zero accidents. In August 2022, Fiven entity in Belgium reached five years without lost time and non-lost time accident. In November 2022, Fiven Brazil reached one year without lost time and non-lost time accident. In 2022, Fiven performed in Fiven Brazil and Fiven Norge, Lillesand plant, an audit of the ‘Fiven Roadmap’ which includes 29 standards that should be applied in all Fiven plants. Fiven Brazil has reached the Label Level which means they reach minimum 80% for the safety standards that are specific to silicon carbide production and minimum 90% for the standards called the ‘Fiven Stars’ which are permits to work, subcontractors, working at height, log out tag out and machine guarding standards. The short-term sickness rate for the period showed 3.5 percent compared to 2.7 percent in 2021, the increase in the short-term absenteeism is mainly linked to normal life return after the pandemic. Board of Directors’ Report 23
Fiven Annual Report 2022 In connection with its Environmental roadmap set up in 2020, the Group has pursued on implementing the different actions listed in the roadmap. Fiven has made the following progress on the main projects and actions: • Initiate the third step of the covering furnace project in Fiven Norge, this step will be completed on the first semester of 2023 • Initiate the project to cover furnaces in Fiven Brazil • Start to use biocarbon source in our Acheson furnaces • Completed the plantation of 116 000 trees, mainly native, on Fiven Brazil land • Implementation in Brazil of a tree’s nursery, in collaboration with Barbacena Municipality and Nordesta company. 10 000 seedlings will be grown every year and distributed to the city community. Environmental Education and awareness programs will accompany the people to whom seedlings will be donated. Outlook for Fiven Group The Fiven Group has proven its resilience in the face of uncertainty and volatility in the current geopolitical and macroeconomic environment, marked by disruptions to energy supply chains in Europe, rising interest rates, and high inflation. Its two-pillar strategy allows it to navigate these challenges effectively, as evidenced by its strong performance in its main markets over the past three years. Fiven's ability to adapt and overcome obstacles gives it confidence in its capability to continue to thrive in the face of ongoing uncertainty. 2022 was financially a very strong year enabling the company to invest in the continued development of the Fiven business as well as preparing for a period of possible prolonged depressed market economics. The Board of Directors of Fiven ASA - Oslo, 22 March 2023 Falk Ast Betty Lunøe Åsheim Chairman Member of the Board Helén Borchgrevink Stein Erik Ommundsen Member of the Board General Manager 24 Board of Directors' Report
Fiven Annual Report 2022 Kapittelnavn 25
Consolidated financial statements
Consolidated statement of income Amounts in EUR thousand Note 2022 2021 1 January to 31 December restated 1 Revenue 5,6 192 258 127 439 Other Income 6 15 174 32 Total revenue and other income 207 432 127 471 Raw materials, energy cost and change in inventory 19 (77 552) (59 188) Employee benefit expenses 8,9,10 (27 931) (23 557) Depreciation and amortization 12,15,16 (5 437) (5 072) Other operating expenses 11 (34 930) (23 543) Total operating expenses (145 850) (111 360) Other gains and losses 23, 30 22 388 5 699 Operating profit (loss) 83 971 21 811 Finance income 13 371 356 Finance expense 13 (10 627) (9 635) Other financial items (net) 13 1 238 686 Net finance income (expense) (9 019) (8 593) Net income (loss) before income taxes 74 952 13 218 Income tax expense 14, 30 (21 228) (5 835) Net income (loss) 53 724 7 383 Net income (loss) attributable to: Shareholders of the parent 53 724 7 383 Total net income (loss) attributed to shareholders 53 724 7 383 Amounts in EUR thousand 2022 2021 1 January to 31 December restated 1 Net income (loss) 53 724 7 383 Other comprehensive income: Items that may be reclassified to net income (loss) attributed to the shareholders of the parent: Exchange differences on translation of foreign operations 3 337 1 174 Total comprehensive income (loss) attributed to shareholders of the parent 57 061 8 556 1 The comparative information is restated on account of correction of an error. Refer to note 30. Consolidated statement of comprehensive income Fiven Annual Report 2022 Financial statements 27
Amounts in EUR thousand Note 31 Dec 2022 31 Dec 2021 restated 1 ASSETS Buildings and land 15 9 253 9 170 Plant and equipment 15 24 020 18 122 Right-of-use-assets 15,12 1 301 2 741 Other Intangible assets 16,17 13 890 14 675 Goodwill 16,17 5 390 5 390 Other non-current assets 18,23,30 10 378 1 289 Deferred tax assets 14 1 088 928 Total non-current assets 65 321 52 316 Inventories 19 49 454 33 309 Trade receivables 20,23 28 003 20 941 Other receivables 18,23 8 626 10 541 Prepayments 18 734 572 Other current financial assets 18,23,30 17 976 4 643 Cash and cash equivalents including restricted cash 21 18 881 23 637 Total current assets 123 673 93 643 TOTAL ASSETS 188 995 145 959 1 The comparative information is restated on account of correction of an error. Refer to note 30. Consolidated statement of financial position Fiven Annual Report 2022 28 Financial statements
RkJQdWJsaXNoZXIy NTYyMDE=