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 August, 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 ☐
Oatly Group AB
Interim condensed consolidated financial statements
For the three and six months ended June 30, 2022
Table of contents
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Interim condensed consolidated statement of operations
(Unaudited) |
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands of U.S. dollars, except share and per share data) |
|
Note |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue |
|
5 |
|
|
177,958 |
|
|
|
146,151 |
|
|
|
344,144 |
|
|
|
286,203 |
|
Cost of goods sold |
|
|
|
|
(149,814 |
) |
|
|
(107,544 |
) |
|
|
(300,152 |
) |
|
|
(205,662 |
) |
Gross profit |
|
|
|
|
28,144 |
|
|
|
38,607 |
|
|
|
43,992 |
|
|
|
80,541 |
|
Research and development expenses |
|
|
|
|
(5,718 |
) |
|
|
(3,952 |
) |
|
|
(9,982 |
) |
|
|
(7,044 |
) |
Selling, general and administrative expenses |
|
|
|
|
(97,060 |
) |
|
|
(83,132 |
) |
|
|
(201,133 |
) |
|
|
(149,939 |
) |
Other operating income and (expenses), net |
|
|
|
|
205 |
|
|
|
373 |
|
|
|
537 |
|
|
|
(177 |
) |
Operating loss |
|
|
|
|
(74,429 |
) |
|
|
(48,104 |
) |
|
|
(166,586 |
) |
|
|
(76,619 |
) |
Finance income and (expenses), net |
|
7 |
|
|
(593 |
) |
|
|
(10,696 |
) |
|
|
2,984 |
|
|
|
(12,616 |
) |
Loss before tax |
|
|
|
|
(75,022 |
) |
|
|
(58,800 |
) |
|
|
(163,602 |
) |
|
|
(89,235 |
) |
Income tax benefit/(expense) |
|
8 |
|
|
3,032 |
|
|
|
(264 |
) |
|
|
4,153 |
|
|
|
(2,212 |
) |
Loss for the period attributable to shareholders of the parent |
|
|
|
|
(71,990 |
) |
|
|
(59,064 |
) |
|
|
(159,449 |
) |
|
|
(91,447 |
) |
Loss per share, attributable to shareholders of the parent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
23 |
|
|
(0.12 |
) |
|
|
(0.11 |
) |
|
|
(0.27 |
) |
|
|
(0.18 |
) |
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
23 |
|
|
591,945,667 |
|
|
|
530,773,072 |
|
|
|
591,861,800 |
|
|
|
505,675,939 |
|
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 June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands of U.S. dollars) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Loss for the period |
|
|
(71,990 |
) |
|
|
(59,064 |
) |
|
|
(159,449 |
) |
|
|
(91,447 |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Items that may be subsequently reclassified to consolidated statement of operations (net of tax): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exchange differences from translation of foreign operations |
|
|
(60,212 |
) |
|
|
(13,717 |
) |
|
|
(83,166 |
) |
|
|
(24,068 |
) |
Total other comprehensive loss for the period |
|
|
(60,212 |
) |
|
|
(13,717 |
) |
|
|
(83,166 |
) |
|
|
(24,068 |
) |
Total comprehensive loss for the period |
|
|
(132,202 |
) |
|
|
(72,781 |
) |
|
|
(242,615 |
) |
|
|
(115,515 |
) |
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
(in thousands of U.S. dollars) |
|
Note |
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
|
|
(Unaudited) |
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
|
|
||
Non-current assets |
|
|
|
|
|
|
|
|
||
Intangible assets |
|
9 |
|
|
129,644 |
|
|
|
145,925 |
|
Property, plant and equipment |
|
10 |
|
|
598,814 |
|
|
|
509,648 |
|
Right-of-use assets |
|
11 |
|
|
159,908 |
|
|
|
158,448 |
|
Other non-current receivables |
|
|
|
|
7,851 |
|
|
|
5,534 |
|
Deferred tax assets |
|
8 |
|
|
3,293 |
|
|
|
2,293 |
|
Total non-current assets |
|
|
|
|
899,510 |
|
|
|
821,848 |
|
Current assets |
|
|
|
|
|
|
|
|
||
Inventories |
|
13 |
|
|
104,439 |
|
|
|
95,661 |
|
Trade receivables |
|
14 |
|
|
109,518 |
|
|
|
105,519 |
|
Current tax assets |
|
|
|
|
306 |
|
|
|
435 |
|
Other current receivables |
|
|
|
|
28,968 |
|
|
|
32,229 |
|
Prepaid expenses |
|
|
|
|
25,152 |
|
|
|
27,711 |
|
Short-term investments |
|
15 |
|
|
92,898 |
|
|
|
249,937 |
|
Cash and cash equivalents |
|
16 |
|
|
182,201 |
|
|
|
295,572 |
|
Total current assets |
|
|
|
|
543,482 |
|
|
|
807,064 |
|
TOTAL ASSETS |
|
|
|
|
1,442,992 |
|
|
|
1,628,912 |
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
||
Equity |
|
17 |
|
|
|
|
|
|
||
Share capital |
|
|
|
|
105 |
|
|
|
105 |
|
Treasury shares |
|
|
|
|
0 |
|
|
|
— |
|
Other contributed capital |
|
|
|
|
1,628,103 |
|
|
|
1,628,103 |
|
Foreign currency translation reserve |
|
|
|
|
(157,652 |
) |
|
|
(74,486 |
) |
Accumulated deficit |
|
|
|
|
(448,650 |
) |
|
|
(308,423 |
) |
Total equity attributable to shareholders of the parent |
|
|
|
|
1,021,906 |
|
|
|
1,245,299 |
|
Liabilities |
|
|
|
|
|
|
|
|
||
Non-current liabilities |
|
|
|
|
|
|
|
|
||
Lease liabilities |
|
11 |
|
|
125,101 |
|
|
|
126,516 |
|
Deferred tax liabilities |
|
8 |
|
|
2,984 |
|
|
|
2,677 |
|
Provisions |
|
19 |
|
|
12,740 |
|
|
|
11,033 |
|
Total non-current liabilities |
|
|
|
|
140,825 |
|
|
|
140,226 |
|
Current liabilities |
|
|
|
|
|
|
|
|
||
Lease liabilities |
|
11 |
|
|
20,049 |
|
|
|
16,703 |
|
Liabilities to credit institutions |
|
18 |
|
|
4,519 |
|
|
|
5,987 |
|
Trade payables |
|
|
|
|
97,155 |
|
|
|
93,043 |
|
Current tax liabilities |
|
|
|
|
1,585 |
|
|
|
567 |
|
Other current liabilities |
|
|
|
|
12,941 |
|
|
|
9,614 |
|
Accrued expenses |
|
21 |
|
|
144,012 |
|
|
|
117,473 |
|
Total current liabilities |
|
|
|
|
280,261 |
|
|
|
243,387 |
|
Total liabilities |
|
|
|
|
421,086 |
|
|
|
383,613 |
|
TOTAL EQUITY AND LIABILITIES |
|
|
|
|
1,442,992 |
|
|
|
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) |
|
Note |
|
Share capital |
|
|
Treasury shares |
|
|
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 |
|
Loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(71,990 |
) |
|
|
(71,990 |
) |
Other comprehensive loss |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(60,212 |
) |
|
|
— |
|
|
|
(60,212 |
) |
Total comprehensive loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(60,212 |
) |
|
|
(71,990 |
) |
|
|
(132,202 |
) |
Issue of shares |
|
|
|
|
0 |
|
|
|
(0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0 |
|
Share-based payments |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,185 |
|
|
|
9,185 |
|
Balance at June 30, 2022 |
|
|
|
|
105 |
|
|
|
(0 |
) |
|
|
1,628,103 |
|
|
|
(157,652 |
) |
|
|
(448,650 |
) |
|
|
1,021,906 |
|
4
|
|
|
|
Attributable to shareholders of the parent |
|
|||||||||||||||||||||
(Unaudited) |
|
Note |
|
Share capital |
|
|
Treasury shares |
|
|
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 |
|
Loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(59,064 |
) |
|
|
(59,064 |
) |
Other comprehensive loss |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,717 |
) |
|
|
— |
|
|
|
(13,717 |
) |
Total comprehensive loss for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,717 |
) |
|
|
(59,064 |
) |
|
|
(72,781 |
) |
Bonus issue |
|
|
|
|
1 |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issue of shares |
|
|
|
|
12 |
|
|
|
— |
|
|
|
1,099,684 |
|
|
|
— |
|
|
|
— |
|
|
|
1,099,696 |
|
Transaction costs |
|
|
|
|
— |
|
|
|
— |
|
|
|
(62,371 |
) |
|
|
— |
|
|
|
— |
|
|
|
(62,371 |
) |
Conversion of shareholder loans |
|
|
|
|
1 |
|
|
|
— |
|
|
|
104,107 |
|
|
|
— |
|
|
|
— |
|
|
|
104,108 |
|
Exercise of warrants |
|
|
|
|
7 |
|
|
|
— |
|
|
|
38,496 |
|
|
|
— |
|
|
|
— |
|
|
|
38,503 |
|
Share-based payments |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,466 |
|
|
|
4,466 |
|
Balance at June 30, 2021 |
|
|
|
|
105 |
|
|
|
— |
|
|
|
1,628,103 |
|
|
|
(26,593 |
) |
|
|
(206,642 |
) |
|
|
1,394,973 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
Interim condensed consolidated statement of cash flows
(Unaudited) |
|
|
|
For the six months ended June 30, |
|
|||||
(in thousands of U.S. dollars) |
|
Note |
|
2022 |
|
|
2021 |
|
||
Operating activities |
|
|
|
|
|
|
|
|
||
Net loss |
|
|
|
|
(159,449 |
) |
|
|
(91,447 |
) |
Adjustments to reconcile net loss to net cash flows |
|
|
|
|
|
|
|
|
||
—Depreciation of property, plant and equipment and right-of-use assets and |
|
9,10,11 |
|
|
22,607 |
|
|
|
8,464 |
|
—Share-based payments expense |
|
6 |
|
|
19,222 |
|
|
|
4,466 |
|
—Finance (income) and expenses, net |
|
7 |
|
|
(2,984 |
) |
|
|
12,616 |
|
—Income tax (benefit)/expense |
|
8 |
|
|
(4,153 |
) |
|
|
2,212 |
|
—Gain on disposal of property, plant and equipment |
|
10 |
|
|
(682 |
) |
|
|
— |
|
—Other |
|
|
|
|
(227 |
) |
|
|
(83 |
) |
Interest received |
|
|
|
|
1,346 |
|
|
|
286 |
|
Interest paid |
|
|
|
|
(6,076 |
) |
|
|
(5,110 |
) |
Income tax paid |
|
|
|
|
(1,042 |
) |
|
|
(882 |
) |
Changes in working capital: |
|
|
|
|
|
|
|
|
||
—Increase in inventories |
|
|
|
|
(15,143 |
) |
|
|
(18,576 |
) |
—Increase in trade receivables, other current receivables, prepaid expenses |
|
|
|
|
(10,224 |
) |
|
|
(42,385 |
) |
—Increase in trade payables, other current liabilities, accrued expenses |
|
|
|
|
29,529 |
|
|
|
57,913 |
|
Net cash flows used in operating activities |
|
|
|
|
(127,276 |
) |
|
|
(72,526 |
) |
Investing activities |
|
|
|
|
|
|
|
|
||
Purchase of intangible assets |
|
9 |
|
|
(2,558 |
) |
|
|
(6,560 |
) |
Purchase of property, plant and equipment |
|
10 |
|
|
(111,264 |
) |
|
|
(134,379 |
) |
Proceeds from financial instruments |
|
|
|
|
— |
|
|
|
5,720 |
|
Purchase of short-term investments |
|
|
|
|
— |
|
|
|
(329,375 |
) |
Proceeds from short-term investments |
|
15 |
|
|
148,269 |
|
|
|
— |
|
Net cash flows from/(used in) investing activities |
|
|
|
|
34,447 |
|
|
|
(464,594 |
) |
Financing activities |
|
|
|
|
|
|
|
|
||
Proceeds from issue of shares, net of transaction costs |
|
17 |
|
|
0 |
|
|
|
1,037,325 |
|
Proceeds from exercise of warrants |
|
|
|
|
— |
|
|
|
38,503 |
|
Repayment of shareholder loans |
|
20 |
|
|
— |
|
|
|
(10,941 |
) |
Proceeds from liabilities to credit institutions |
|
18 |
|
|
— |
|
|
|
118,005 |
|
Repayment of liabilities to credit institutions |
|
18 |
|
|
(1,032 |
) |
|
|
(211,837 |
) |
Repayment of lease liabilities |
|
11 |
|
|
(5,846 |
) |
|
|
(5,290 |
) |
Payment of loan transaction costs |
|
|
|
|
— |
|
|
|
(4,900 |
) |
Net cash flows from/(used in) financing activities |
|
|
|
|
(6,878 |
) |
|
|
960,865 |
|
Net (decrease)/increase in cash and cash equivalents |
|
|
|
|
(99,707 |
) |
|
|
423,745 |
|
Cash and cash equivalents at the beginning of the period |
|
|
|
|
295,572 |
|
|
|
105,364 |
|
Exchange rate differences in cash and cash equivalents |
|
|
|
|
(13,664 |
) |
|
|
(4,871 |
) |
Cash and cash equivalents at the end of the period |
|
|
|
|
182,201 |
|
|
|
524,238 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
1
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 and six months ended June 30, 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, unless otherwise stated.
New and amended standards and interpretations issued but not yet adopted
There are no International Financial Reporting Standards (“IFRS”) or International Financial Reporting Standards Interpretations Committee (“IFRS IC”) interpretations that are expected to have a material impact on the Group in the current or future reporting periods or 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”), the Americas and Asia; thus, three geographical areas are considered to be the Group’s three reportable segments.
2
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
5.2 Revenue and EBITDA
Revenue, Adjusted EBITDA and EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended June 30, 2022 |
|
EMEA |
|
|
Americas |
|
|
Asia |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
82,485 |
|
|
|
51,775 |
|
|
|
43,698 |
|
|
|
— |
|
|
|
— |
|
|
|
177,958 |
|
Intersegment revenue |
|
|
9,493 |
|
|
|
241 |
|
|
|
537 |
|
|
|
— |
|
|
|
(10,271 |
) |
|
|
— |
|
Total segment revenue |
|
|
91,978 |
|
|
|
52,016 |
|||||||||||||||||