UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER 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.

 

 

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): ☐

 

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): ☐

 

 

On May 25, 2022, Oatly Group AB (the “Company”) published its Swedish statutory Annual Report for 2021 ("Annual Report"), a copy of which is furnished as Exhibit 99.1. The Annual Report is also available on the Company’s website at https://investors.oatly.com/financial-information/annual-reports.

 

 

---

 

 

EXHIBIT INDEX

 

 

 

---

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Exhibit 99.1

 

 

Annual report

and

Consolidated financial statements

for

Oatly Group AB (publ)

559081-1989

Financial year

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

---

 

The Board of Directors and CEO of Oatly Group AB (publ) hereby present the Annual Report and consolidated financial statements for the 2021 financial year.

 

The consolidated financial statements have been prepared in US dollars (USD), and all amounts are in thousands of US dollars (TUSD) unless otherwise specified. The Annual Report for the Parent Company has been prepared in Swedish kronor (SEK), and all amounts are in thousands of Swedish kronor (TSEK) unless otherwise specified.

Administration report

Information regarding the operations

The Group’s CEO is employed in Oatly Group AB (publ) and handles the administration of the Group and its financing. The major operations in the Group take place in underlying companies, primarily in Oatly AB. Oatly AB is an innovative company operating within Sustainable Nutritional Health. The Company develops, produces and sells oat-based dairy substitute products, primarily under its own brand, Oatly. The goal is to be an international lifestyle company which is world-leading in its technological area and drives the change toward more plant-based consumption.

 

The Company’s registered office is in Malmö, Sweden.

Ownership

Oatly Group AB is owned to 45.9% by Nativus Company Limited. None of the remaining shareholders own more than 10%.

 

Significant events during the financial year

In May 2021, we completed our IPO on the Nasdaq Global Select Market in the US. In connection with the IPO 64,688,000 ADSs were sold, each representing one ordinary share. The ADSs were sold at an initial public offering price of $17.00 per share for net proceeds to the Company of approximately MUSD 1,037.3, after deducting discounts and commissions of MUSD 52.2 and offering expenses of MUSD 10.

During the year, we had strong sales performance in our key markets: above all, performance in China and the US has been excellent. Sales for 2021 totaled TUSD 643,190 (421,351) and the operating loss was TUSD -213,743 (-47,093). The loss was not only an effect of the large marketing investments made in connection with our entry into major new markets such as the US and China as well as investments in our organization to support an ever larger and growing business, but also direct and continuous expenses related to our IPO on the Nasdaq in the US. The pandemic caused delays with the scheduling of our new production facilities, which had a negative impact on our operating profit. We were also impacted by increased cost inflation during the second half of 2021.

New production facilities in Ogden, Utah, Singapore and Ma’anshan, China went into operation in 2021 and the capacity of our operations in Vlissingen, the Netherlands has doubled. Three additional facilities respectively in Peterborough, UK, Fort Worth, US, and China (Asia III) are currently under construction or in the planning stage and are expected to open in 2023.

 

The COVID-19 pandemic has had, and we expect it will continue to have, certain negative effects on our operations that could have a material negative impact on our financial position and earnings. However, in 2021, we have seen a continued increase in sales to our café and restaurant customers as restrictions were eased in the US and Europe, while our sales and operations in China were increasingly affected in the second half of 2021 by increasingly strict travel restrictions and lockdowns. Due to the pandemic, supply chains have been affected and caused disruption in our operations during the year. This has made it more difficult to build up our sites and thus resulted in lower-than-expected production output at our facilities in Ogden, Utah, Singapore and Ma’anshan, China. In addition, it has become more difficult to obtain spare parts for the repair and maintenance of our existing facilities, as well as equipment and materials for our new facilities.

The Group has taken several risk-reduction measures to limit the impact that COVID-19 has had on the operation. The health and safety of our employees and their families has been our top priority, and we have also focused on minimizing risks to the operation so that it could continue. Our focus has been on the production and delivery of our products. Every production facility has, when necessary, taken measures to be able to work in shifts, and each work crew has been isolated to minimize the spread of the virus among production staff. Our most important suppliers have implemented similar measures.

Our credit losses from customers did not increase substantially during the pandemic.

Overall, we can conclude that demand for plant-based products continued to increase during the pandemic, especially in the US, where oats continue to take market share from other types of plant-based beverages, which has benefited our business. The growth rate has also remained very high in Asia.

In connection with the IPO, a long-term incentive program (“LTI 2021”) was initiated and effective from May 2021. The program includes board members, management and employees (including qualifying consultants who work full-time for the group and over a longer period). The principal purpose of the of the LTI 2021 is to attract, retain and motivate 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. For further information of the program, refer to Note 9.

1

 

---

New Group subsidiaries were formed in China and Austria during the year as part of our continued international expansion.

In April 2020, the Group received a shareholder loan in the amount of MUSD 87.8 divided into EUR, USD and SEK. The shareholder loan was paid off in connection with the Company's IPO in May 2021, partly through repayment and partly through conversion to shares. For additional information, refer to Note 3.1.4 and Note 27.

 

The Group’s borrowings were renegotiated in April 2021, which resulted in a new financing agreement. The Group’s borrowings comprise a three-year multicurrency sustainability credit facility in the amount of SEK 3.6 billion (equivalent of MUSD 397.8), linked to both financial and non-financial key ratios. Refer further to the disclosure in Note 3.1.4.

 

Our primary requirements for liquidity and capital are to finance working capital and capital expenditures to support our growth. We expect to use the proceeds from our initial public offering to fund our continued expansion. Some of the cash received in the IPO has been invested in different short-term investments, namely funds, bonds and certificates, for the purpose of securing and increasing the value until the cash is needed for investments in the business. The short-term investments are made in SEK and USD. Funds consist of primarily “money market funds”, i.e. a kind of mutual fund that invests in highly liquid, near-term instruments and high-credit-rating and debt-based securities with a short-term maturity. Bonds and certificates consist of corporate bonds and commercial papers.

 

As of December 31, 2021, there were 591,777,001 ordinary shares outstanding with a nominal value of USD 0.00018 (SEK 0.0015) per share. At an Extraordinary General Meeting held on March 15, 2021, a bonus issue with a registration date of March 22, 2021 was approved. The bonus issue resulted in an increase in share capital of TUSD 64. The number of shares was unchanged. The nominal value per share was changed to USD 0.00017 from the previous value of SEK 0.00148. Refer further to the disclosure in Note 24.

 

Significant events after the end of the financial year

We closely monitor the course of events regarding the Russian invasion of Ukraine. While the invasion primarily impacts the population of Ukraine, it also impacts the rest of the world with the uncertainty that the situation entails. Ukraine and Russia are major global suppliers of agricultural products and Russia is a major supplier of fertilizers. We do not purchase ingredients from either Ukraine or Russia. Our assessment is that the situation has no direct impact on our operations but may lead to an indirect impact given the role of Ukraine and Russia as global exporters of agricultural products.

 

In February 2022, a securities class action complaint was filed under the caption Hipple v. Oatly Group AB et al., Index No. 151432/2022, in the New York County Supreme Court against the Company, certain of its officers and directors (including a former director), among others, alleging violations of the Securities Act of 1933. The Company disputes each and every claim and intends to defend this matter vigorously.

 

In March 2022, Plaintiffs in In re Oatly Group AB Securities Litigation, Consolidated Civil Action No. 1:21-cv-06360-AKH, the securities class action pending in the United States District Court for the Southern District of New York, filed a consolidated amended complaint against the Company and certain of its officers and directors (including a former director), among others, alleging violations of the Securities Act of 1933, in addition to violations of the Securities Exchange Act of 1934 and SEC Rule 10b-5. The Company disputes each and every claim and intends to defend this matter vigorously.

 

On March 28, 2022, the SRCF Agreement was amended for the purpose of, among other things, (i) postponing the application of the minimum EBITDA financial covenant from the third quarter of 2022 to (A) the second quarter of 2023 or (B) provided that the Group has successfully raised capital of at least $400 million by December 31, 2022, the second quarter of 2024, (ii) lowering the applicable tangible solvency ratio financial covenant levels, and (iii) introducing further restrictions on dividends from the Company stipulating that, following the exercise of the covenant conversion right, in addition to the requirement that no Event of Default (as defined in the SRCF Agreement) is outstanding or would occur immediately thereafter, any dividend from the Company is subject to the total net leverage ratio being equal to or less than 1.00:1 immediately before and after the making of such dividend.

 

During May 2022, Oatly Group AB (publ) has issued and allotted 650,000 ordinary shares following exercise of 650,000 warrants as part of the Company’s long-term incentive plan. As of 9 May 2022, the number of shares and votes in the Company amounts to 592,427,001.

 

 

Expected future development and significant risks and uncertainties

The plant-based category is continuously growing strong at a global level, and in 2022 the Group will continue its efforts to establish and grow the operations in several of the world’s largest markets, including our focus on expanding our production capacity to manage the higher demand for our products.

As indicated above under “Significant events during the financial year,” the COVID-19 pandemic and the measures taken in different countries to limit the spread of the virus had a noticeable impact on our operations and financial position in 2021, both positive and negative. Whether revenue and profitability will be affected in the future depends on how markets where the Group operates are affected by COVID-19, and the extent to which measures and restrictions are expanded or lifted. We expect

 

2

 

---

 

that revenue from our food service customers in China will continue to be negatively affected during the first six months of 2022 due to the increasing strict restrictions implemented in the country during the first quarter. However, it is difficult to predict demand from food service customers and the retail sector going forward, and if the COVID-19 pandemic continues to what extent this could affect our future sales development and planning.

As we enter 2022, we expect inflationary pressure to affect our costs of goods sold more generally, since prices of oats and other raw materials, as well as packaging materials, are rising due to multiple factors such as a poor harvest in Canada, additional disruptions to the supply chain as a consequence of the pandemic and the latest geopolitical events, the war in Ukraine and its impact on the world. We also expect elevated inflation levels related to labor, energy and co-packing.

We plan to open three additional new facilities in Peterborough in the UK, Fort Worth in the US, and in China (Asia III) in 2023.

 

Foreign branches

Oatly AB has a branch registered in the UK (No. BR019254). The branch has been dormant in the financial years 2021 and 2020.

Innovation

Oatly works extensively with innovation. This area includes product development, research and process technology and innovative distribution solutions and sales channels. In addition to the development of new products and concepts, product care – that is, continual improvements and the further development of existing products and concepts – is important. Oatly’s technology for producing liquid oats is, and shall continue to be, the best in the market. With the help of advanced process development and research, we strive to generate innovative process technology to develop new and functional product characteristics. We also undertake research which strengthens and documents the products’ physiological effects and health-enhancing characteristics.

 

Financial risk control and use of financial instruments

Through its operations, the Group is exposed to various financial risks attributable to primarily cash, short-term investments, trade receivables, trade payables and liabilities to credit institutions. The financial risks are market risk, mainly interest risk and currency risk, credit risk, liquidity risk and refinancing risk. The Group strives to minimize potential unfavorable effects from these risks on the Group’s financial results. Refer to Note 3 for further information on the Group’s management of financial risks.

 

Other non-financial disclosures

The Group works actively on systematic and practical occupational health and safety activities and the goal is a safe workplace with a high level of employee attendance and zero accidents. The Group also works actively on equality- and issues of equal treatment together with an updated equal treatment policy. In Sweden, there are collective agreements signed with Livsmedelsföretagen and Livsmedelsarbetareförbundet, Unionen, Sveriges Ingenjörer and Ledarna.

Operations subject to permits

Our operations in Landskrona, Sweden are licensable under the Environmental Assessment Ordinance (SFS 2013:251): 15.90-i and 90.15-i. The B license becomes mandatory in principle when production exceeds 10,000 tons. Since December 2020, we have used a new license to conduct existing and expanded operations in the form of 200,000 tons of product per calendar year. The license also covers the construction and operation of a waste treatment plant for the operation’s process wastewater. The license includes a right to discharge process wastewater to the municipal treatment plant through December 31, 2021, after which process wastewater is treated in the Company's own waste treatment plant and then discharged into the Lundåkra basin. The previously submitted application to conduct an existing, expanded and partially supplemented operation for up to 500,000 tons of product per calendar year has been withdrawn, and the Skåne County Administrative Board made a decision to dismiss the case on December 21.        

 

Further, the Group has operations subject to permits related to the production sites in the US, UK, the Netherlands, Singapore and China.

 

In the US, all operating licenses, permits, and other authorizations are approved for our current operations in Millville and Ogden. Ogden has the necessary FDA Food Facility Registration, FCE (Food Canning Establishment) registration number and the Certificate of Registration for Food Establishment from the Department of Agriculture and Food, State of Utah. Millville completed their British Retail Consortium (“BRC”) unannounced audit for 2022. Ogden completed their BRC audit for 2022.

 

In the UK, the permit process in ongoing at the production site according to plan.

 

In the Netherlands Vlissingen, we have licenses, permits and other authorizations necessary to support our current operations and anticipated growth. Vlissingen had the renewed BRC certificate in June 2021 and will have the next audit in July 2022.

 

In Singapore, we received production permit in March 2021 with renewal in April 2022. The BRC certificate has been issued in January 2022 and will be renewed annually.

In China Ma’anshan, we have licenses, permits, and other authorizations necessary to support our production since September 2021. Ma’anshan had the BRC in January 2022 and will be renewed annually.

3

 

---

    

Environmental impact

Our vision is to be a Company that leads a global movement to reduce consumption of cow’s milk by 50%. Our goal is to make it easy for people to eat better and live healthier without negatively affecting the planet's resources. This focus on sustainability is a mindset that is woven into our entire company and helps us to navigate business decisions. We have worked with and continue to work with farmers, suppliers, researchers and other partners throughout our entire supply chain to develop our products in a way that we believe is beneficial to our customers and the world around us, and we endeavor to develop targets that help us achieve these goals.

We try to do our part to make the global food system more sustainable, in line with the UN Sustainable Development Goals (UN SDGs) and the Paris Agreement on climate change. As a significant purchaser of oats internationally, we try to purchase oats responsibly and to cooperate with suppliers and farmers in order to promote sustainability improvements for this crop. We are engaging in several initiatives to support our mission, such as cooperating with farmers and other stakeholders in the supply chain who wish to employ production methods with high sustainability standards.

 

Sustainability report

A Sustainability report is prepared by Oatly AB, the largest subsidiary in the Group, and the report will be separately published at www.oatly.com.The report will give an account of our overall work on pursuing a greater transformation of society, linked above all to production and consumption of plant-based food and drink.

Sales, earnings and financial position, Group

 

 

* Total equity as a percentage of total assets.

Proposed appropriation of profits

 

 

The Group’s and Parent Company’s results and financial position in general are shown in the following income statements, balance sheets and cash-flow statement with associated Notes.

 

 

4

 

---

 

 

 

5

 

---

 

 

 

 

6

 

---

 

7

 

---

 

 

8

 

---

 

 

 

 

9

 

---