UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2022
Commission File Number: 001-40401
Oatly Group AB
(Translation of registrant’s name into English)
Jagaregatan 4
211 19 Malmö
Sweden
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Oatly Group AB
Interim condensed consolidated financial statements
For the three months ended March 31, 2022
Table of contents
Part I – FINANCIAL INFORMATION
Interim condensed consolidated statement of operations
|
(Unaudited) |
|
|
|
|
|
Three months ended March 31, |
|
|||||
|
(in thousands of U.S. dollars, except share and per share data) |
|
Note |
|
|
2022 |
|
|
2021 |
|
|||
|
Revenue |
|
|
5 |
|
|
|
166,186 |
|
|
|
140,052 |
|
|
Cost of goods sold |
|
|
|
|
|
|
(150,338 |
) |
|
|
(98,118 |
) |
|
Gross profit |
|
|
|
|
|
|
15,848 |
|
|
|
41,934 |
|
|
Research and development expenses |
|
|
|
|
|
|
(4,264 |
) |
|
|
(3,092 |
) |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
(104,073 |
) |
|
|
(66,807 |
) |
|
Other operating income and (expenses), net |
|
|
|
|
|
|
332 |
|
|
|
(550 |
) |
|
Operating loss |
|
|
|
|
|
|
(92,157 |
) |
|
|
(28,515 |
) |
|
Finance income and (expenses), net |
|
|
7 |
|
|
|
3,577 |
|
|
|
(1,920 |
) |
|
Loss before tax |
|
|
|
|
|
|
(88,580 |
) |
|
|
(30,435 |
) |
|
Income tax benefit/(expense) |
|
|
8 |
|
|
|
1,121 |
|
|
|
(1,948 |
) |
|
Loss for the period attributable to shareholders of the parent |
|
|
|
|
|
|
(87,459 |
) |
|
|
(32,383 |
) |
|
Loss per share, attributable to shareholders of the parent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
21 |
|
|
|
(0.15 |
) |
|
|
(0.07 |
) |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
21 |
|
|
|
591,777,001 |
|
|
|
480,299,949 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
1
Interim condensed consolidated statement of comprehensive loss
|
(Unaudited) |
|
Three months ended March 31, |
|
|||||
|
(in thousands of U.S. dollars) |
|
2022 |
|
|
2021 |
|
||
|
Loss for the period |
|
|
(87,459 |
) |
|
|
(32,383 |
) |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to consolidated statement of operations (net of tax): |
|
|
|
|
|
|
|
|
|
Exchange differences from translation of foreign operations |
|
|
(22,954 |
) |
|
|
(10,351 |
) |
|
Total other comprehensive loss for the period |
|
|
(22,954 |
) |
|
|
(10,351 |
) |
|
Total comprehensive loss for the period |
|
|
(110,413 |
) |
|
|
(42,734 |
) |
Loss for the period and total comprehensive loss are, in their entirety, attributable to shareholders of the parent.
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
2
Interim condensed consolidated statement of financial position
|
|
|
Note |
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|||
|
(in thousands of U.S. dollars) |
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
9 |
|
|
|
142,244 |
|
|
|
145,925 |
|
|
Property, plant and equipment |
|
|
10 |
|
|
|
547,131 |
|
|
|
509,648 |
|
|
Right-of-use assets |
|
|
11 |
|
|
|
165,724 |
|
|
|
158,448 |
|
|
Other non-current receivables |
|
|
|
|
|
|
5,526 |
|
|
|
5,534 |
|
|
Deferred tax assets |
|
|
8 |
|
|
|
2,469 |
|
|
|
2,293 |
|
|
Total non-current assets |
|
|
|
|
|
|
863,094 |
|
|
|
821,848 |
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
13 |
|
|
|
98,933 |
|
|
|
95,661 |
|
|
Trade receivables |
|
|
14 |
|
|
|
98,864 |
|
|
|
105,519 |
|
|
Current tax assets |
|
|
|
|
|
|
569 |
|
|
|
435 |
|
|
Other current receivables |
|
|
|
|
|
|
35,227 |
|
|
|
32,229 |
|
|
Prepaid expenses |
|
|
|
|
|
|
21,317 |
|
|
|
27,711 |
|
|
Short-term investments |
|
|
15 |
|
|
|
192,233 |
|
|
|
249,937 |
|
|
Cash and cash equivalents |
|
|
16 |
|
|
|
219,045 |
|
|
|
295,572 |
|
|
Total current assets |
|
|
|
|
|
|
666,188 |
|
|
|
807,064 |
|
|
TOTAL ASSETS |
|
|
|
|
|
|
1,529,282 |
|
|
|
1,628,912 |
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
|
|
|
|
105 |
|
|
|
105 |
|
|
Other contributed capital |
|
|
|
|
|
|
1,628,103 |
|
|
|
1,628,103 |
|
|
Foreign currency translation reserve |
|
|
|
|
|
|
(97,440 |
) |
|
|
(74,486 |
) |
|
Accumulated deficit |
|
|
|
|
|
|
(385,845 |
) |
|
|
(308,423 |
) |
|
Total equity attributable to shareholders of the parent |
|
|
|
|
|
|
1,144,923 |
|
|
|
1,245,299 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
11 |
|
|
|
128,662 |
|
|
|
126,516 |
|
|
Deferred tax liabilities |
|
|
8 |
|
|
|
2,610 |
|
|
|
2,677 |
|
|
Provisions |
|
|
19 |
|
|
|
12,977 |
|
|
|
11,033 |
|
|
Total non-current liabilities |
|
|
|
|
|
|
144,249 |
|
|
|
140,226 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
11 |
|
|
|
20,751 |
|
|
|
16,703 |
|
|
Liabilities to credit institutions |
|
|
18 |
|
|
|
5,312 |
|
|
|
5,987 |
|
|
Trade payables |
|
|
|
|
|
|
75,621 |
|
|
|
93,043 |
|
|
Current tax liabilities |
|
|
|
|
|
|
742 |
|
|
|
567 |
|
|
Other current liabilities |
|
|
|
|
|
|
14,392 |
|
|
|
9,614 |
|
|
Accrued expenses |
|
|
20 |
|
|
|
123,292 |
|
|
|
117,473 |
|
|
Total current liabilities |
|
|
|
|
|
|
240,110 |
|
|
|
243,387 |
|
|
Total liabilities |
|
|
|
|
|
|
384,359 |
|
|
|
383,613 |
|
|
TOTAL EQUITY AND LIABILITIES |
|
|
|
|
|
|
1,529,282 |
|
|
|
1,628,912 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
3
Interim condensed consolidated statement of changes in equity
|
|
|
|
|
Attributable to shareholders of the parent |
|
|||||||||||||||||
|
(Unaudited) (in thousands of U.S. dollars) |
|
Note |
|
Share capital |
|
|
Other contributed capital |
|
|
Foreign currency translation reserve |
|
|
Accumulated deficit |
|
|
Total equity |
|
|||||
|
Balance at December 31, 2021 |
|
6, 17 |
|
|
105 |
|
|
|
1,628,103 |
|
|
|
(74,486 |
) |
|
|
(308,423 |
) |
|
|
1,245,299 |
|
|
Loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(87,459 |
) |
|
|
(87,459 |
) |
|
Other comprehensive loss |
|
|
|
|
— |
|
|
|
— |
|
|
|
(22,954 |
) |
|
|
— |
|
|
|
(22,954 |
) |
|
Total comprehensive loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
(22,954 |
) |
|
|
(87,459 |
) |
|
|
(110,413 |
) |
|
Share-based payments |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,037 |
|
|
|
10,037 |
|
|
Balance at March 31, 2022 |
|
|
|
|
105 |
|
|
|
1,628,103 |
|
|
|
(97,440 |
) |
|
|
(385,845 |
) |
|
|
1,144,923 |
|
|
|
|
|
|
Attributable to shareholders of the parent |
|
|||||||||||||||||
|
|
|
Note |
|
Share capital |
|
|
Other contributed capital |
|
|
Foreign currency translation reserve |
|
|
Accumulated deficit |
|
|
Total equity |
|
|||||
|
Balance at December 31, 2020 |
|
6, 17 |
|
|
21 |
|
|
|
448,251 |
|
|
|
(2,525 |
) |
|
|
(119,661 |
) |
|
|
326,086 |
|
|
Loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(32,383 |
) |
|
|
(32,383 |
) |
|
Other comprehensive loss |
|
|
|
|
— |
|
|
|
— |
|
|
|
(10,351 |
) |
|
|
— |
|
|
|
(10,351 |
) |
|
Total comprehensive loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
(10,351 |
) |
|
|
(32,383 |
) |
|
|
(42,734 |
) |
|
Bonus issue |
|
|
|
|
63 |
|
|
|
(63 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at March 31, 2021 |
|
|
|
|
84 |
|
|
|
448,188 |
|
|
|
(12,876 |
) |
|
|
(152,044 |
) |
|
|
283,352 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
4
Interim condensed consolidated statement of cash flows
|
(Unaudited) |
|
|
|
For the three months ended March 31, |
|
|||||
|
(in thousands of U.S. dollars) |
|
Note |
|
2022 |
|
|
2021 |
|
||
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
(87,459 |
) |
|
|
(32,383 |
) |
|
Adjustments to reconcile net loss to net cash flows |
|
|
|
|
|
|
|
|
|
|
|
—Depreciation of property, plant and equipment and right-of-use assets and amortization of intangible assets |
|
9,10,11 |
|
|
10,731 |
|
|
|
3,822 |
|
|
—Impairment (gain)/loss on trade receivables |
|
14 |
|
|
(207 |
) |
|
|
3 |
|
|
—Share-based payments expense |
|
6 |
|
|
10,037 |
|
|
|
— |
|
|
—Finance income and expenses, net |
|
7 |
|
|
(3,577 |
) |
|
|
1,920 |
|
|
—Income tax (benefit)/expense |
|
8 |
|
|
(1,121 |
) |
|
|
1,948 |
|
|
—Other |
|
|
|
|
8 |
|
|
|
— |
|
|
Interest received |
|
|
|
|
668 |
|
|
|
82 |
|
|
Interest paid |
|
|
|
|
(3,067 |
) |
|
|
(2,261 |
) |
|
Income tax paid |
|
|
|
|
(476 |
) |
|
|
(1,072 |
) |
|
Changes in working capital: |
|
|
|
|
|
|
|
|
|
|
|
—Increase in inventories |
|
|
|
|
(4,247 |
) |
|
|
(6,250 |
) |
|
—Decrease/(increase) in trade receivables, other current receivables, prepaid expenses |
|
|
|
|
8,903 |
|
|
|
(12,158 |
) |
|
—Increase in trade payables, other current liabilities, accrued expenses |
|
|
|
|
869 |
|
|
|
17,149 |
|
|
Net cash flows used in operating activities |
|
|
|
|
(68,938 |
) |
|
|
(29,200 |
) |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
9 |
|
|
(1,435 |
) |
|
|
(3,351 |
) |
|
Purchase of property, plant and equipment |
|
10 |
|
|
(53,278 |
) |
|
|
(45,521 |
) |
|
Investments in financial instruments |
|
|
|
|
— |
|
|
|
(78 |
) |
|
Proceeds from short-term investments |
|
15 |
|
|
53,266 |
|
|
|
— |
|
|
Net cash flows used in investing activities |
|
|
|
|
(1,447 |
) |
|
|
(48,950 |
) |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from liabilities to credit institutions |
|
18 |
|
|
— |
|
|
|
67,890 |
|
|
Repayment of liabilities to credit institutions |
|
18 |
|
|
(528 |
) |
|
|
(1,847 |
) |
|
Repayment of lease liabilities |
|
11 |
|
|
(3,637 |
) |
|
|
(3,641 |
) |
|
Cash flows used in/from financing activities |
|
|
|
|
(4,165 |
) |
|
|
62,402 |
|
|
Net decrease in cash and cash equivalents |
|
|
|
|
(74,550 |
) |
|
|
(15,749 |
) |
|
Cash and cash equivalents at the beginning of the period |
|
|
|
|
295,572 |
|
|
|
105,364 |
|
|
Exchange rate differences in cash and cash equivalents |
|
|
|
|
(1,977 |
) |
|
|
(1,011 |
) |
|
Cash and cash equivalents at the end of the period |
|
16 |
|
|
219,045 |
|
|
|
88,605 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 1. Corporate information
Oatly Group AB (the “Company” or the “parent”) is a public limited company incorporated and domiciled in Sweden. The Company’s registered office is located at Jagaregatan 4, Malmö, Sweden.
Oatly Group AB and its subsidiaries (together, the “Group”) manufacture, distribute and sell oat-based products.
Note 2. Summary of significant accounting policies
The interim condensed consolidated financial statements of Oatly Group AB for the three months ended March 31, 2022 and 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting. The Group has prepared the financial statements on the basis that it will continue to operate as a going concern, and there is reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the end of the reporting period. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
The interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2021, as they do not include all the information and disclosures required in the annual consolidated financial statements. Interim results are not necessarily indicative of the results for a full year. The interim condensed consolidated financial statements are presented in thousands of U.S. dollars.
New and amended standards and interpretations issued but not yet adopted
There are no International Financial Reporting Standards (“IFRS”) or International Financial Reporting Standards Implementation Committee (“IFRS IC”) interpretations that are expected to have a material impact on the Group in the current or future reporting periods nor on foreseeable future transactions.
Note 3. Significant accounting judgments, estimates and assessments
In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2021.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of future events.
Note 4. Seasonality
To date, the Group has not experienced any pronounced seasonality, but such fluctuations may have been masked by the Group’s rapid growth and impacted by COVID-19 consumption dynamics. As the Group continues to grow, the Group expects to see additional seasonality effects, especially within the food retail channel, with revenue contribution from this channel tending to be linked with holiday season periods.
Note 5. Segment information
5.1 Description of segments and principal activities
The CEO is the chief operating decision maker of the Group. The CEO evaluates financial position and performance and makes strategic decisions. The CEO makes decisions on the allocation of resources and evaluates performance based on geographic perspective. Internal reporting is also based on the geographic perspective. Geographically, the CEO considers the performance in Europe, the Middle East, Africa and Australia (“EMEA”), Americas and Asia; thus, three geographical areas are considered to be the Group’s three reportable segments.
6
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
5.2 Revenue and EBITDA
|
Three months ended March 31, 2022 |
|
EMEA |
|
|
Americas |
|
|
Asia |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total all segments |
|
||||||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers |
|
|
90,483 |
|
|
|
47,017 |
|
|
|
28,686 |
|
|
|
— |
|
|
|
— |
|
|
|
166,186 |
|
|
Intersegment revenue |
|
|
15,046 |
|
|
|
572 |
|
|
|
— |
|
|
|
— |
|
|
|
(15,618 |
) |
|
|
— |
|
|
Total segment revenue |
|
|
105,529 |
|
|
|
47,589 |
|
|
|
28,686 |
|
|
|
— |
|
|
|
(15,618 |
) |
|
|
166,186 |
|
|
Adjusted EBITDA |
|
|
(5,856 |
) |
|
|
(22,013 |
) |
|
|
(14,967 |
) |
|
|
(28,553 |
) |
|
|
— |
|
|
|
(71,389 |
) |
|
Share-based compensation expense |
|
|
(1,584 |
) |
|
|
(1,292 |
) |
|
|
(1,949 |
) |
|
|
(5,212 |
) |
|
|
— |
|
|
|
(10,037 |
) |
|
EBITDA |
|
|
(7,440 |
) |
|
|
(23,305 |
) |
|
|
(16,916 |
) |
|
|
(33,765 |
) |
|
|
— |
|
|
|
(81,426 |
) |
|
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,577 |
|
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,731 |
) |
|
Loss before income tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(88,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2021 |
|
EMEA |
|
|
Americas |
|
|
Asia |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total all segments |
|
||||||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers |
|
|
81,647 |
|
|
|
33,528 |
|
|
|
24,877 |
|
|
|
— |
|
|
|
— |
|
|
|
140,052 |
|
|
Intersegment revenue |
|
|
12,901 |
|
|
|
37 |
|
|
|
— |
|
|
|
— |
|
|
|
(12,938 |
) |
|
|
— |
|
|
Total segment revenue |
|
|
94,548 |
|
|
|
33,565 |
|
|
|
24,877 |
|
|
|
— |
|
|
|
(12,938 |
) |
|
|
140,052 |
|
|
Adjusted EBITDA |
|
|
8,498 |
|
|
|
(15,593 |
) |
|
|
1,615 |
|
|
|
(16,990 |
) |
|
|
— |
|
|
|
(22,470 |
) |
|
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
IPO preparation and transaction costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,223 |
) |
|
|
— |
|
|
|
(2,223 |
) |
|
EBITDA |
|
|
8,498 |
|
|
|
(15,593 |
) |
|
|
1,615 |
|
|
|
(19,213 |
) |
|
|
— |
|
|
|
(24,693 |
) |
|
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,920 |
) |
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,822 |
) |
|
Loss before income tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(30,435 |
) |
|
* |
Corporate consists of general overhead costs not allocated to the segments. |
|
** |
Eliminations refer to intersegment revenue for sales of products from EMEA and Americas to Asia. |
5.3 Revenue from external customers, broken down by location of the customers
The Group is domiciled in Sweden. The amount of its revenue from external customers, broken down by location of the customers, is shown in the table below.
|
|
|
Three months ended March 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
US |
|
|
46,626 |
|
|
|
33,114 |
|
|
UK |
|
|
31,421 |
|
|
|
28,536 |
|
|
China |
|
|
24,508 |
|
|
|
22,773 |
|
|
Germany |
|
|
21,171 |
|
|
|
17,223 |
|
|
Sweden |
|
|
13,421 |
|
|
|
15,113 |
|
|
The Netherlands |
|
|
6,974 |
|
|
|
6,029 |
|
|
Finland |
|
|
6,513 |
|
|
|
7,096 |
|
|
Other |
|
|
15,552 |
|
|
|
10,168 |
|
|
Total |
|
|
166,186 |
|
|
|
140,052 |
|
7
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
5.4 Revenue from external customers, broken down by channel
Revenue from external customers, broken down by channel, is shown in the table below.
|
|
|
Three months ended March 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
Retail |
|
|
104,500 |
|
|
|
92,000 |
|
|
Foodservice |
|
|
56,147 |
|
|
|
42,200 |
|
|
Other |
|
|
5,539 |
|
|
|
5,852 |
|
|
Total |
|
|
166,186 |
|
|
|
140,052 |
|
Other is primarily related to e-commerce, both direct-to-consumer and through third-party platforms.
Revenues of approximately 14% in the three months ended March 31, 2022 and 2021 were derived from a single external customer in the foodservice channel. The revenues were attributed to the Americas and Asia segments.
Note 6. Share-based compensation
As of March 31, 2021, there were 1,476,197 warrants outstanding. The warrants gave the holder the right to subscribe to 27 ordinary shares for each warrant. All of these were either forfeited or exercised in May 2021.
During the year ended December 31, 2021, in connection with the initial public offering (“IPO”), the Company implemented a new incentive award program, the 2021 Incentive Award Plan (“2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate selected employees, consultants and members of the Board of Directors through the granting of share-based compensation awards and cash-based performance bonus awards from 2021 and onwards. 69,496,515 shares have been reserved for grants pursuant to a variety of share-based compensation awards, including, but not limited to, stock options and restricted stock units (“RSUs”). To secure the future delivery of the shares under the 2021 Plan the shareholders resolved to issue 69,496,515 warrants. The right to subscribe for the warrants shall only vest in the Company.
During the three months ended March 31, 2022, the Company, under the 2021 Plan, issued no new RSUs. The RSUs are accounted for as equity-settled share-based payment transactions. The RSUs are measured based on the fair market value of the underlying ordinary shares on the date of grant. The RSUs granted to employees under the 2021 plan vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued service. The RSUs granted to members of its Board of Directors vest over one year from date of grant, subject to continued service.
Activity in the Group’s RSUs outstanding and related information is as follows:
|
|
|
Number of RSUs |
|
|
Grant date fair value ($) |
|
||
|
As of December 31, 2021 |
|
|
1,701,007 |
|
|
|
|
|
|
Granted during the period |
|
|
— |
|
|
|
|
|
|
Forfeited during the period related to May 2021 grant |
|
|
(16,028 |
) |
|
|
17.00 |
|
|
Forfeited during the period related to November 2021 grant |
|
|
(11,040 |
) |
|
|
9.92 |
|
|
As of March 31, 2022 |
|
|
1,673,939 |
|
|
|
|
|
During the three months ended March 31, 2022, the Company, under the 2021 Plan, issued no new stock options. The stock options are accounted for as equity-settled share-based payment transactions. For stock options granted under the 2021 Plan, the exercise price is equal to the fair value of the ordinary shares on grant date. The exercise price is included in the grant date fair value of the award. The stock options granted to participants under the 2021 Plan vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued service. The stock options expire, in relation to each instalment under the vesting schedule, five years after vesting, corresponding to a total term of six, seven and eight years for the respective instalment.
8
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Activity in the Group’s stock options outstanding and related information is as follows:
|
|
|
Number of stock options |
|
|
Weighted average exercise price ($) |
|
||
|
As of December 31, 2021 |
|
|
6,958,312 |
|
|
|
16.86 |
|
|
Granted during the period |
|
|
— |
|
|
|
— |
|
|
As of March 31, 2022 |
|
|
6,958,312 |
|
|
|
16.86 |
|
The fair value at grant date of the stock options granted during the financial year 2021 was USD 6.24 for the May 2021 grant date and USD 3.67 for the November 2021 grant date. The fair value of the stock options at grant date has been determined using the Black-Scholes option-pricing model, which takes into account the exercise price, the expected term of the stock options, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the stock options and the correlations and volatilities of the peer group companies. The Company does not anticipate paying any cash dividends in the near future and therefore uses an expected dividend yield of zero in the option valuation model.
Share-based payments expense for the three months ended March 31, 2022 was $10.0 million (2021: – ).
Note 7. Finance income and expenses
|
|
|
Three months ended March 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
Interest income |
|
|
668 |
|
||||